Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Plan Elections
During the fiscal quarter ended August 1, 2026, none of the company’s directors or officers (as defined in Rule 16(a)-1(f) of the Securities Exchange Act of 1934, as amended) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
Retention Award
On September 2, 2026, and pursuant to the company’s 2020 Omnibus Incentive Plan, the company agreed to issue a special, one-time grant of time-based restricted shares having a grant date value of $3 million to Kamy Scarlett, Senior Executive Vice President, Chief Human Resources Officer. This special grant of restricted shares is intended to retain Ms. Scarlett. The restricted shares will fully vest on November 1, 2027, subject to Ms. Scarlett’s continued employment through that date and are not subject to special vesting provisions in the event of an earlier retirement.
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Item 6. Exhibits
3.1
Amended and Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Best Buy Co., Inc. on June 12, 2020) .
3.2
Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Best Buy Co., Inc. on June 14, 2018) .
10.1*
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2026) – Directors.
31.1
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1).
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1).
101 The following financial information from our Quarterly Report on Form 10-Q for the second quarter of fiscal 2027, filed with the SEC on September 4, 2026, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) the Condensed Consolidated Balance Sheets as of August 1, 2026, January 31, 2026, and August 2, 2025, (ii) the Condensed Consolidated Statements of Earnings for the three and six months ended August 1, 2026, and August 2, 2025, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended August 1, 2026, and August 2, 2025, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended August 1, 2026, and August 2, 2025, (v) the Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended August 1, 2026, and August 2, 2025, and (vi) the Notes to Condensed Consolidated Financial Statements.
104 The cover page from our Quarterly Report on Form 10-Q for the second quarter of fiscal 2027, filed with the SEC on September 4, 2026, formatted in iXBRL (included as Exhibit 101).
(1) The certifications in Exhibit 32.1 and Exhibit 32.2 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
* Management contracts or compensatory plans or arrangements.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K under the Securities Act of 1933, as amended, the registrant has not filed as exhibits to this Quarterly Report on Form 10-Q certain instruments with respect to long-term debt under which the amount of securities authorized does not exceed 10% of the total assets of the registrant. The registrant hereby agrees to furnish copies of all such instruments to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BEST BUY CO., INC.
(Registrant)
Date: September 4, 2026
By: /s/ CORIE BARRY
Corie Barry
Chief Executive Officer
Date: September 4, 2026
By: /s/ ANNE BRAMMAN
Anne Bramman
Executive Vice President, Chief Financial Officer
Date: September 4, 2026
By: /s/ MATHEW R. WATSON
Mathew R. Watson
Senior Vice President, Finance – Controller and Chief Accounting Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.