What changed in this filing

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Item 1. Financial Statements

2026-01-09 compared with 2025-06-30 · 190 added, 379 removed, 508 unchanged (53% of the section changed)

3 unchanged sentences

(in millions, except for share data)

November 30, 2025

(Unaudited) August 31, 2025

6 unchanged sentences

Total current assets 14,384 13,720

Property, plant and equipment, net of accumulated depreciation of $ 4,962 as of May 31, 2025, and $ 4,736 as of August 31, 2024

Property, plant and equipment, net of accumulated depreciation of $ 4,992 as of November 30, 2025, and $ 4,970 as of August 31, 2025

Operating lease right-of-use assets 461 462

22 unchanged sentences

Common stock, $ 0.001 par value, authorized 500,000,000 shares;

277,826,971 and 276,381,151 shares issued and 107,318,837 and 113,744,167 shares outstanding as of May 31, 2025 and August 31, 2024, respectively

279,180,729 and 278,092,060 shares issued and 106,822,960 and 107,480,895 shares outstanding as of November 30, 2025 and August 31, 2025, respectively

Additional paid-in capital 3,108 3,047

2 unchanged sentences

( 22 ) ( 17 )

Treasury stock at cost, 170,508,134 and 162,636,984 shares as of May 31, 2025, and August 31, 2024, respectively

Treasury stock at cost, 172,357,769 and 170,611,165 shares as of November 30, 2025 and August 31, 2025, respectively

( 8,261 ) ( 7,899 )

8 unchanged sentences

(in millions, except for per share data)

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three months ended

November 30, 2025 November 30, 2024

Net revenue $ 8,305 $ 6,994

9 unchanged sentences

Operating income 283 197

Loss on securities 46 — 46 —

Other expense

5 unchanged sentences

Net income attributable to Jabil Inc.

$ 222 $ 129 $ 439 $ 1,250

Earnings per share attributable to the stockholders of Jabil Inc.:

8 unchanged sentences

(in millions)

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three months ended

November 30, 2025 November 30, 2024

Net income $ 146 $ 100

Other comprehensive income (loss):

Other comprehensive (loss) income, net of tax:

Change in foreign currency translation ( 4 ) ( 3 )

Change in derivative instruments ( 2 ) ( 4 )

Actuarial loss

— ( 2 ) ( 1 ) ( 7 )

Prior service credit

Total other comprehensive income (loss) 34 ( 1 ) 36 ( 1 )

Total other comprehensive loss ( 5 ) ( 6 )

Comprehensive income $ 141 $ 94

1 unchanged sentence

Comprehensive income attributable to Jabil Inc.

$ 256 $ 128 $ 475 $ 1,249

See accompanying notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in millions)

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three months ended

November 30, 2025 November 30, 2024

Total stockholders' equity, beginning balances

3 unchanged sentences

Beginning balances 3,047 2,841

Shares issued under employee stock purchase plan — — 33 31

Disposition (purchase) of noncontrolling interest — — 2 ( 2 )

Disposition of noncontrolling interest — 2

Treasury shares purchased ( 4 ) 115

Recognition of stock-based compensation 63 44

Reclassification of liability award — — 4 —

Provision for common stock warrant 2 —

4 unchanged sentences

Net income attributable to Jabil Inc.

222 129 439 1,250

Ending balances 6,519 5,851

1 unchanged sentence

Beginning balances ( 17 ) ( 46 )

Total other comprehensive income (loss)

34 ( 1 ) 36 ( 1 )

Total other comprehensive loss

Ending balances ( 22 ) ( 52 )

8 unchanged sentences

Net income attributable to noncontrolling interests — —

Purchase of noncontrolling interest — — — ( 1 )

Capital contribution of noncontrolling interest 2 — 2 —

Other noncontrolling interest activity ( 1 ) —

Ending balances 3 —

5 unchanged sentences

(in millions)

Nine months ended

May 31, 2025 May 31, 2024

Three months ended

November 30, 2025 November 30, 2024

Cash flows provided by operating activities:

1 unchanged sentence

Depreciation, amortization, and other, net 267 182

Gain from the divestiture of businesses ( 45 ) ( 944 )

Change in operating assets and liabilities, exclusive of net assets acquired ( 90 ) 30

Net cash provided by operating activities

Cash flows (used in) provided by investing activities:

Cash flows used in investing activities:

Acquisition of property, plant and equipment ( 95 ) ( 97 )

1 unchanged sentence

Cash paid for business and intangible asset acquisitions, net of cash ( 124 ) ( 63 )

Proceeds from the divestiture of businesses, net of cash 54 2,108

Other, net ( 5 ) 13

Net cash (used in) provided by investing activities

Net cash used in investing activities

( 180 ) ( 136 )

4 unchanged sentences

Dividends paid to stockholders ( 10 ) ( 10 )

Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan 33 31

Treasury stock minimum tax withholding related to vesting of restricted stock ( 65 ) ( 40 )

Other, net ( 38 ) ( 4 )

Net cash used in financing activities

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents ( 1 ) ( 7 )

Net (decrease) increase in cash and cash equivalents

Net decrease in cash and cash equivalents

( 361 ) ( 143 )

Cash and cash equivalents at beginning of period 1,933 2,201

12 unchanged sentences

(the “Company”) for the fiscal year ended August 31, 2025.

Results for the nine months ended May 31, 2025, are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2025.

The Company has made certain reclassification adjustments to conform prior period amounts to the current presentation, including adjustments related to the change in reportable segments.

See Note 13 – “Concentration of Risk and Segment Data” to the Condensed Consolidated Financial Statements for additional information.

Results for the three months ended November 30, 2025, are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2026.

Trade Accounts Receivable Sale Programs

4 unchanged sentences

In conjunction with the trade accounts receivable sale programs, the Company is required to remit amounts collected as a servicer under the trade accounts receivable sale programs to the unaffiliated financial institutions that purchased the receivables.

The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $ 852 million and $ 367 million as of May 31, 2025, and August 31, 2024, respectively.

The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $ 564 million and $ 927 million as of November 30, 2025, and August 31, 2025, respectively.

Transfers of the receivables under the trade accounts receivable sale programs are accounted for as sales and, accordingly, net receivables sold under the trade accounts receivable sale programs are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.

4 unchanged sentences

In connection with the trade accounts receivable sale programs, the Company recognized the following (in millions):

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three months ended

November 30, 2025 November 30, 2024

Trade accounts receivable sold $ 3,749 $ 1,686

1 unchanged sentence

Pre-tax losses on sale of receivables (1)

$ 17 $ 13 $ 38 $ 33

(1) Recorded to other expense within the Condensed Consolidated Statements of Operations.

Inventories consist of the following (in millions):

May 31, 2025 August 31, 2024

November 30, 2025 August 31, 2025

Raw materials $ 3,879 $ 3,905

6 unchanged sentences

Revenue and cost of revenue associated with components procured directly from customers is accounted for on a net basis if the components do not constitute a distinct good or service from the customer.

As of May 31, 2025, and August 31, 2024, the Company had $ 1.5 billion and $ 734 million, respectively, of components included in prepaid expenses and other current assets in the Company’s Condensed Consolidated Balance Sheets, related to purchases made to procure components for customers whereby the associated revenue is expected to be accounted for on a net basis once transferred to the customer.

As of November 30, 2025, and August 31, 2025, the Company had $ 1.6 billion and $ 1.1 billion, respectively, of components included in prepaid expenses and other current assets in the Company’s Condensed Consolidated Balance Sheets, related to purchases made to procure components for customers whereby the associated revenue is expected to be accounted for on a net basis once transferred to the customer.

During fiscal year 2026, the Company entered into new operating and finance leases.

The future minimum lease payments under these new leases as of May 31, 2025, were as follows (in millions):

The future minimum lease payments under these new leases as of November 30, 2025, were as follows (in millions):

Payments due by period

4 unchanged sentences

$ 78 $ 44 $ 34 $ — $ —

(1) Excludes $ 31 million of residual value guarantees that could potentially come due in future periods.

The Company does not believe it is probable that any amounts will be owed under these guarantees.

Therefore, no amounts related to the residual value guarantees are included in the lease payments used to measure the right-of-use assets and lease liabilities.

(2) Excludes $ 23 million of payments related to leases signed but not yet commenced.

Additionally, certain leases signed but not yet commenced contain residual value guarantees and purchase options not deemed probable.

Goodwill and Other Intangible Assets

Beginning September 1, 2024, the Company reorganized its internal structure to focus on speed, precision, and solutions, and as a result of the organizational realignment, the Company’s operating segments now consist of three segments – Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce, which are also the Company’s reportable segments.

See Note 13 – “Concentration of Risk and Segment Data” to the Condensed Consolidated Financial Statements for additional information.

The Company performs a goodwill impairment analysis on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

As a result of the change in reportable segments, the Company’s reporting units also changed.

In connection with the preparation of the Company’s financial statements for the quarter ended November 30, 2024, the Company tested goodwill for impairment immediately before and after the reorganization.

As a result of these analyses, the Company determined that goodwill was not impaired before or after the reorganization.

The following table presents the changes in goodwill allocated to the Company’s reportable segments during the nine months ended May 31, 2025 (in millions):

The following table presents the changes in goodwill allocated to the Company’s reportable segments during the three months ended November 30, 2025 (in millions):

Regulated Industries Intelligent Infrastructure

Connected Living and Digital Commerce

Balance as of September 1, 2024 $ 490 $ 69 $ 102 $ 661

Acquisitions and adjustments (1)

Balance as of August 31, 2025

$ 673 $ 76 $ 92 $ 841

Acquisitions and adjustments (1)

Change in foreign currency exchange rates ( 1 ) — — ( 1 )

Balance as of May 31, 2025

Balance as of November 30, 2025

$ 672 $ 123 $ 92 $ 887

(1) Primarily in connection with the acquisitions of Pharmaceutics International, Inc.

(“Pii”) and Mikros Technologies LLC (“Mikros Technologies”) during the fiscal year 2025.

(1) In connection with the acquisition of Rebound Technologies Group Holdings Limited (“Rebound Technologies”) during the fiscal year 2026.

See Note 15 – “Business Acquisitions and Divestitures” for additional information.

The following table is a summary of the Company’s gross goodwill balances and accumulated impairments as of the periods indicated (in millions):

May 31, 2025 August 31, 2024

November 30, 2025 August 31, 2025

Gross Carrying

4 unchanged sentences

The following table presents the Company’s total purchased intangible assets as of the periods indicated (in millions):

(in years) May 31, 2025 (1)

(in years) November 30, 2025 (1)

August 31, 2025

7 unchanged sentences

Total intangible assets 9 $ 909 $ ( 612 ) $ 297 $ 866 $ ( 593 ) $ 273

(1) In connection with the acquisition of Pii, the Company acquired $ 149 million of intangible assets, including $ 109 million assigned to contractual agreements and customer relationships and $ 38 million assigned to intellectual property.

In connection with the acquisition of Mikros Technologies, the Company acquired $ 40 million of intangible assets, including $ 31 million assigned to contractual agreements and customer relationships.

(1) In connection with the acquisition of Rebound Technologies, the Company acquired $ 43 million of intangible assets.

See Note 15 – “Business Acquisitions and Divestitures” for additional information.

Intangible asset amortization during the three months and nine months ended May 31, 2025 was approximately $ 17 million and $ 45 million, respectively.

Intangible asset amortization during the three months and nine months ended May 31, 2024 was approximately $ 12 million and $ 27 million, respectively.

Intangible asset amortization during the three months ended November 30, 2025, and 2024 was approximately $ 19 million and $ 13 million, respectively.

The estimated future amortization expense is as follows (in millions):

2 unchanged sentences

Notes Payable and Long-Term Debt

Notes payable and long-term debt outstanding as of May 31, 2025, and August 31, 2024, are summarized below (in millions):

Maturity Date May 31, 2025 August 31, 2024

Notes payable and long-term debt outstanding as of November 30, 2025, and August 31, 2025, are summarized below (in millions):

Maturity Date November 30, 2025 August 31, 2025

3.950 % Senior Notes

11 unchanged sentences

Borrowings under credit facilities (1)

Jan 22, 2026 and Jan 22, 2028 — —

Jun 18, 2030 — —

Total notes payable and long-term debt 2,887 2,885

2 unchanged sentences

$ 2,387 $ 2,386

(1) As of May 31, 2025, the Company had $ 4.0 billion in available unused borrowing capacity under its existing revolving credit facilities, of which $ 3.2 billion was available under the credit agreement dated January 22, 2020 (as amended, the “Existing Credit Facility”).

The Existing Credit Facility acts as the back-up facility for commercial paper outstanding, if any.

(1) As of November 30, 2025, the Company had $ 4.0 billion in available unused borrowing capacity under its revolving credit facilities, of which $ 3.2 billion was available under the senior unsecured credit agreement dated June 18, 2025 (the “Revolving Credit Facility”).

The Revolving Credit Facility acts as the back-up facility for commercial paper outstanding, if any.

The Company has a borrowing capacity of up to $ 3.2 billion under its commercial paper program.

(2) On June 18, 2025, the Company entered into a senior unsecured credit agreement (the “Agreement”).

The Agreement provides for a five-year revolving credit facility in the initial amount of $ 3.2 billion (the “Revolving Credit Facility”), which may, subject to the lender’s discretion, potentially be increased by up to an aggregate amount of $ 1.0 billion.

The Revolving Credit Facility expires on June 18, 2030, subject to unlimited successive one-year extension options (subject to the lenders’ discretion), provided that the tenor of the Revolving Credit Facility shall at no time exceed five years .

Interest and fees on advances under the Revolving Credit Facility are based on the Company’s non-credit enhanced long-term senior unsecured debt rating as determined by S&P Global Ratings, Moody’s Ratings and Fitch Ratings.

In connection with the Company’s entry into the Agreement, the Company terminated the Existing Credit Facility.

Interest is charged at a rate equal to either 0.00 % to 0.45 % above the base rate or 0.90 % to 1.45 % above the benchmark rate, as applicable, based on the Company’s credit ratings.

The base rate represents the greatest of:

(i) Citibank, N.A.’s prime rate, (ii) 0.50 % above the federal funds rate, and (iii) 1.0 % above one-month Term SOFR, but not less than zero.

The benchmark rate represents Term SOFR, EURIBOR, TIBOR or Daily Simple SOFR, as applicable, for the applicable interest period, but not less than zero.

Fees include a facility fee based on the revolving credit commitments of the lenders and a letter of credit fee based on the amount of outstanding letters of credit.

Debt Covenants

3 unchanged sentences

The Company is also subject to certain covenants requiring the Company to offer to repurchase the 3.950 %, 3.600 %, 3.000 %, 1.700 %, 4.250 % or 5.450 % Senior Notes upon a change of control.

As of May 31, 2025, and August 31, 2024, the Company was in compliance with its debt covenants.

As of November 30, 2025, and August 31, 2025, the Company was in compliance with its debt covenants.

Refer to Note 16 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt.

1 unchanged sentence

Certain Jabil entities participating in the global asset-backed securitization program continuously sell designated pools of trade accounts receivable to a special purpose entity, which in turn sells certain of the receivables at a discount to conduits administered by an unaffiliated financial institution on a monthly basis.

In addition, a foreign entity participating in the global asset-backed securitization program sells certain receivables at a discount to conduits administered by an unaffiliated financial

institution on a daily basis.

In addition, a foreign entity participating in the global asset-backed securitization program sells certain receivables at a discount to conduits administered by an unaffiliated financial institution on a daily basis.

As these accounts receivable are sold without recourse, the Company does not retain the associated risks following the transfer of such accounts receivable to the respective financial institutions.

The Company continues servicing the receivables sold and in exchange receives an immaterial servicing fee under the global asset-backed securitization program.

The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

The special purpose entity in the global asset-backed securitization program is a wholly owned subsidiary of the Company and is included in the Company’s Condensed Consolidated Financial Statements.

Certain unsold receivables covering up to the maximum amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of May 31, 2025.

Effective January 23, 2025, the terms of the global asset-backed securitization program were amended to extend the termination date from January 2025 to January 2028.

The maximum amount of net cash proceeds available at any one time is $ 700 million.

In conjunction with the global asset-backed securitization program, the Company is required to remit amounts collected as a servicer under the global asset-backed securitization program to a special purpose entity, which in turn sells certain receivables to unaffiliated financial institutions that purchased the receivables.

The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $ 375 million and $ 338 million as of May 31, 2025, and August 31, 2024, respectively.

The global asset-backed securitization program expires in January 2028 and the maximum amount of net cash proceeds available at any one time is $ 700 million.

The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $ 386 million and $ 372 million as of November 30, 2025, and August 31, 2025, respectively.

Transfers of the receivables under the asset-backed securitization program are accounted for as sales and, accordingly, net receivables sold under the asset-backed securitization program are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.

In connection with the asset-backed securitization program, the Company recognized the following (in millions):

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three months ended

November 30, 2025 November 30, 2024

Trade accounts receivable sold $ 1,058 $ 1,067

2 unchanged sentences

Pre-tax losses on sale of receivables (2)

$ 10 $ 12 $ 32 $ 34

(1) The amounts primarily represent proceeds from collections reinvested in revolving-period transfers.

(2) Recorded to other expense within the Condensed Consolidated Statements of Operations.

The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Existing Credit Facility.

As of May 31, 2025, and August 31, 2024, the Company was in compliance with all covenants under the global asset-backed securitization program.

The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Revolving Credit Facility.

As of November 30, 2025, and August 31, 2025, the Company was in compliance with all covenants under the global asset-backed securitization program.

Accrued Expenses

Accrued expenses consist of the following (in millions):

May 31, 2025 August 31, 2024

November 30, 2025 August 31, 2025

Inventory deposits $ 1,099 $ 1,205

3 unchanged sentences

Accrued expenses $ 5,534 $ 5,185

(1) Revenue recognized during the three months and nine months ended May 31, 2025 that was included in the contract liability balance as of August 31, 2024, was $ 185 million and $ 474 million, respectively.

Revenue recognized during the three months and nine months ended May 31, 2024, that was included in the contract liability balance as of August 31, 2023, was $ 116 million and $ 391 million, respectively.

Postretirement and Other Employee Benefits

Net Periodic Benefit Cost

The following table provides information about the net periodic benefit cost for all plans for the three months and nine months ended May 31, 2025, and May 31, 2024 (in millions):

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Service cost (1)

$ 6 $ 5 $ 17 $ 15

Interest cost (2)

Expected long-term return on plan assets (2)

( 5 ) ( 4 ) ( 14 ) ( 13 )

Recognized actuarial gain (2)

— ( 1 ) — ( 4 )

Amortization of actuarial gain (2)(3)

— ( 2 ) ( 1 ) ( 4 )

Amortization of prior service cost (2)

Net periodic benefit cost $ 5 $ 2 $ 14 $ 6

(1) Service cost is recognized in cost of revenue in the Condensed Consolidated Statements of Operations.

(2) Components are recognized in other expense in the Condensed Consolidated Statements of Operations.

(3) Actuarial gains and losses are amortized using a corridor approach.

The gain/loss corridor is equal to 10 percent of the greater of the projected benefit obligation and the fair value of plan assets.

Gains and losses in excess of the corridor are generally amortized over the average future working lifetime of the plan participants.

(1) Revenue recognized during the three months ended November 30, 2025 and 2024 that was included in the contract liability balance as of August 31, 2025, and 2024 was $ 187 million and $ 150 million, respectively.

Derivative Financial Instruments and Hedging Activities

4 unchanged sentences

All derivative instruments are recorded gross on the Condensed Consolidated Balance Sheets at their respective fair values.

Changes in fair value of derivative instruments are recorded in the Condensed Consolidated Statements of Operations, or as a component of AOCI in the Condensed Consolidated Balance Sheets, as discussed below.

Changes in fair value of derivative instruments are recorded in the Condensed Consolidated Statements of Operations, or as a component of AOCI in the Condensed Consolidated Balance Sheets.

Foreign Currency Risk Management

3 unchanged sentences

The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges.

The effective portion of the gain or loss on cash flow hedges is initially reported as a component of AOCI, net of tax, and is subsequently reclassified into the line item within the Condensed Consolidated Statements of Operations in which the hedged items are recorded, in the same period in which the hedged item affects earnings.

The gains and losses recognized in earnings due to hedge ineffectiveness and the amount excluded from effectiveness testing are included as components of net revenue, cost of revenue and selling, general and administrative expense, which are the same line items in which the hedged items are recorded.

The aggregate notional amount of these outstanding contracts as of May 31, 2025, and August 31, 2024, was $ 263 million and $ 353 million, respectively.

The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between June 1, 2025, and February 28, 2026.

The aggregate notional amount of these outstanding contracts as of November 30, 2025, and August 31, 2025, was $ 380 million and $ 433 million, respectively.

The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between December 1, 2025, and August 31, 2026.

Net Investment Hedges

In addition, the Company has entered into forward foreign exchange contracts to hedge a portion of its net investment in foreign currency denominated operations, which are designated as net investment hedges.

The effective portion of the gain or loss is included in change in foreign currency translation in OCI to offset the change in the carrying value of the net investment being hedged until the complete or substantially complete liquidation of the hedged foreign operation.

The gains and losses recognized in earnings due to hedge ineffectiveness and the amounts excluded from effectiveness testing are included in interest expense, net.

The maturity dates and aggregate notional amount of these outstanding contracts are as follows (in millions):

Maturity date May 31, 2025 August 31, 2024

October 2024 $ — $ 140

January 2025 — 106

July 2025 135 55

Maturity date November 30, 2025 August 31, 2025

October 2025 $ — $ 103

1 unchanged sentence

April 2026 42 42

July 2026 126 45

Total $ 368 $ 390

Gains and losses on derivative instruments designated as cash flow hedges and derivative instruments designated as net investment hedges recognized in OCI and reclassified from AOCI into earnings were not material during the three months ended November 30, 2025, and 2024.

Gains and losses recognized in earnings due to amounts excluded from effectiveness testing were not material during the three months ended November 30, 2025, and 2024.

Non-Designated Derivatives

In addition to derivatives that are designated as hedging instruments and qualify for hedge accounting, the Company also enters into forward foreign exchange contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable, fixed purchase obligations and intercompany transactions denominated in a currency other than the functional currency of the respective operating entity.

The gains and losses from changes in fair values are recognized immediately in current earnings.

The aggregate notional amount of these outstanding contracts as of May 31, 2025, and August 31, 2024, was $ 2.7 billion and $ 2.6 billion, respectively.

The Effect of Derivative Instruments on AOCI and the Condensed Consolidated Statements of Operations

The following table sets forth the gains and losses of the Company's derivative instruments designated as cash flow hedges and net investment hedges in OCI, and not designated as hedging instruments in the Condensed Consolidated Statements of Operations for the periods presented (in millions):

Three months ended Nine months ended

Financial Statement Line Item May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Derivative instruments designated as cash flow hedges:

Gains (losses) recognized in OCI (1)

$ 15 $ — $ 4 $ ( 4 )

Gains (losses) reclassified from AOCI into earnings (1)(2)

Forward foreign exchange contracts Cost of revenue $ — $ — $ 20 $ 15

Interest rate contracts Interest expense, net $ — $ ( 1 ) $ ( 2 ) $ ( 2 )

Derivative instruments designated as net investment hedges:

(Losses) gains recognized in OCI (1)

$ ( 36 ) $ 5 $ ( 8 ) $ 5

Gains reclassified from AOCI into earnings (1)

Gain from the divestiture of businesses $ — $ — $ — $ ( 4 )

Derivative instruments not designated as hedging instruments:

(Losses) gains recognized in earnings from forward foreign exchange contracts Cost of revenue $ ( 10 ) $ — $ ( 36 ) $ 7

Gains (losses) recognized in earnings from changes in foreign currency Cost of revenue $ 1 $ ( 1 ) $ 4 $ ( 36 )

(1) Amounts are net of tax, which are immaterial for the three months and nine months ended May 31, 2025, and May 31, 2024.

(2) The Company expects to reclassify $ 16 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.

The gains and losses recognized in earnings due to amounts excluded from effectiveness testing were not material for all periods presented.

Refer to Note 18 – “Fair Value Measurements” for the fair values and classification of the Company’s derivative instruments.

The Company may also enter into forward foreign exchange contracts to economically hedge the foreign currency exposure related to the purchase price for a pending acquisition.

The aggregate notional amount of these outstanding contracts as of November 30, 2025, and August 31, 2025, was $ 3.6 billion and $ 3.2 billion, respectively.

Gains and losses on derivative instruments not designated as hedging instruments recognized in earnings were not material during the three months ended November 30, 2025, and 2024.

Interest Rate Risk Management

The Company periodically enters into interest rate swaps to manage interest rate risk associated with the Company’s borrowings or anticipated debt issuances.

In March 2025, the Company entered into forward interest rate swap transactions to hedge the fixed interest rate payments for an anticipated debt issuance or the contractually specified SOFR interest rates for anticipated term loan borrowings.

The forward interest rate swaps have an aggregate notional amount of $ 100 million and have been designated as hedging instruments and accounted for as cash flow hedges.

The forward interest rate swaps are scheduled to expire on July 31, 2026.

If the anticipated debt issuance or term loan borrowings occurs before July 31, 2026, the contracts will be terminated simultaneously with the debt issuance or term loan borrowings.

Cash Flow Hedges

The following table presents the interest rate swaps outstanding as of November 30, 2025, which have been designated as hedging instruments and are accounted for as cash flow hedges (in millions):

Interest Rate Swap Summary Hedged Interest Rate Payments Aggregate Notional Amount Effective Date Expiration Date

Forward Interest Rate Swap Fixed $ 100 March 2025 July 31, 2026 (1)(2)

Forward Interest Rate Swap Fixed $ 75 October 2025 July 30, 2027 (1)(2)

Forward Interest Rate Swap Fixed $ 150 November 2025 July 30, 2027 (1)(2)

Forward Interest Rate Swap Fixed $ 75 December 2025 July 30, 2027 (1)(2)

(1) If the anticipated debt issuance or term loan borrowings occurs before the expiration date, the contracts will be terminated simultaneously with the debt issuance or term loan borrowings.

(2) The contracts will be settled with the respective counterparties on a net basis at the time of termination or expiration.

Changes in the fair value of the forward interest rate swap transactions are recorded on the Condensed Consolidated Balance Sheets as a component of AOCI.

Accumulated Other Comprehensive Income

The following table sets forth the changes in AOCI, net of tax, by component for the nine months ended May 31, 2025 (in millions):

Foreign Currency

Translation Adjustment Net Investment Hedges Derivative

Instruments Actuarial Gain (Loss) Prior Service (Cost) Credit Total

Balance as of August 31, 2024

$ ( 44 ) $ ( 24 ) $ 12 $ 29 $ ( 19 ) $ ( 46 )

Other comprehensive income (loss) before reclassifications 20 ( 8 ) 4 — — 16

Amounts reclassified from AOCI — — 18 ( 1 ) 3 20

Other comprehensive income (loss) (1)

20 ( 8 ) 22 ( 1 ) 3 36

Balance as of May 31, 2025

$ ( 24 ) $ ( 32 ) $ 34 $ 28 $ ( 16 ) $ ( 10 )

(1) Amounts are net of tax, which are immaterial.

The following table sets forth the amounts reclassified from AOCI into the Condensed Consolidated Statements of Operations, and the associated financial statement line item, net of tax, for the periods indicated (in millions):

Three months ended (1)

Nine months ended (1)

Comprehensive Income Components Financial Statement Line Item May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Realized gains on foreign currency translation Gain from the divestiture of businesses $ — $ — $ — $ ( 2 )

Realized (gains) losses on pension and postretirement plans:

Actuarial gains

$ — $ ( 2 ) $ ( 1 ) $ ( 7 )

Prior service costs

$ 1 $ 1 $ 3 $ 3

(1) Amounts are net of tax, which are immaterial for the three months and nine months ended May 31, 2025 and May 31, 2024.

(2) Amounts are included in the computation of net periodic benefit cost.

Refer to Note 9 – “Postretirement and Other Employee Benefits” for additional information.

Stockholders’ Equity

The Company recognized stock-based compensation expense within selling, general and administrative expense as follows (in millions):

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three months ended

November 30, 2025 November 30, 2024

Restricted stock units $ 58 $ 40

1 unchanged sentence

Total $ 63 $ 44

As of May 31, 2025 , the shares available to be issued under t he 2021 Equity Incentive Plan were 7,128,298 .

As of November 30, 2025 , the shares available to be issued under t he 2021 Equity Incentive Plan were 6,579,931 .

Restricted Stock Units

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The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company.

During the nine months ended May 31, 2025, and 2024, the Company awarded approximately 0.6 million and 0.5 million time-based restricted stock units, respectively, 0.1 million and 0.1 million performance-based restricted stock units, respectively, and 0.1 million and 0.1 million market-based restricted stock units, respectively.

During the three months ended November 30, 2025, and 2024, the Company awarded approximately 0.3 million and 0.6 million time-based restricted stock units, respectively, 0.1 million and 0.1 million performance-based restricted stock units, respectively, and 0.1 million and 0.1 million market-based restricted stock units, respectively.

The following represents the stock-based compensation information as of the period indicated (in millions):

November 30, 2025

Unrecognized stock-based compensation expense – restricted stock units $ 100

2 unchanged sentences

The following represents the common stock outstanding for the periods indicated:

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three months ended

November 30, 2025 November 30, 2024

Common stock outstanding:

2 unchanged sentences

Shares issued under employee stock purchase plan

— — 355,851 338,316

Vesting of restricted stock

5 unchanged sentences

106,822,960 111,693,059

On December 27, 2024, the Company issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC to acquire up to 1,158,539 ordinary shares of the Company (“Warrant Shares”) at an initial exercise price of $ 137.7671 per share.

The Warrant allows for cashless exercise and expires December 27, 2031.

The Warrant Shares are subject to vesting for payments for purchased products and services over the seven-year Warrant term.

The following table summarizes the Warrant activity for the three months ended November 30, 2025:

Warrant Shares

Outstanding as of August 31, 2025

Changes during the period

Shares granted —

Shares vested —

Outstanding as of November 30, 2025

Exercisable as of November 30, 2025

Treasury Shares Purchased

The Company repurchases shares of its common stock under share repurchase programs authorized by the Company’s Board of Directors.

The following Board approved share repurchase programs were executed through a combination of open market transactions and accelerated share repurchase (“ASR”) agreements (in millions):

The following Board approved share repurchase programs were executed through a combination of accelerated share repurchase (“ASR”) agreements and open market transactions (in millions):

Board Approval Date Amount Authorized Shares Repurchased Total Cash Utilized Remaining Authorization Authorization Completion Date

Amended 2023 Share Repurchase Program Q1 FY 2024 $ 2,500 20.4 $ 2,500 $ — Q1 FY 2025

2025 Share Repurchase Program Q1 FY 2025 $ 1,000 6.6 $ 1,000 $ — Q4 FY 2025

2023 Share Repurchase Program Q1 FY 2023 $ 1,000 2.7 $ 224 (1)

Amended 2023 Share Repurchase Program (2)

Q1 FY 2024 $ 2,500 20.4 $ 2,500 $ — Q1 FY 2025

2026 Share Repurchase Program (1)

Q4 FY 2025 $ 1,000 2.7 $ 600 $ 400

(1) In September 2023, the Board of Directors amended and increased the 2023 Share Repurchase Program to allow for the repurchase of up to $ 2.5 billion of the Company’s common stock.

(2) In September 2024, an ASR transaction was completed, and 1.0 million additional shares were delivered under the Q4 FY 2024 ASR agreements.

As of November 30, 2024, no authorization remained under the amended 2023 Share Repurchase Program.

(3) As of May 31, 2025, 6.5 million shares had been repurchased for $ 975 million and $ 25 million remained available under the 2025 Share Repurchase Program.

(1) As of November 30, 2025, 1.4 million shares had been repurchased for $ 300 million and $ 700 million remained available under the 2026 Share Repurchase Program.

As of January 2, 2026, 2.7 million shares had been repurchased for $ 600 million and $ 400 million remained available under the 2026 Share Repurchase Program.

Under ASR agreements, the Company makes payments to the participating financial institutions and receives an initial delivery of shares of common stock.

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Q1 FY 2026 Q2 FY 2026 (1) $ 45 0.2 0.0 0.2 $ 209.67

(1) In December 2024, as part of the 2025 Share Repurchase Program, the Company entered into ASR agreements to repurchase $ 310 million, excluding excise tax, of the Company’s common stock.

Q2 FY 2026 Q3 FY 2026 $ 200 0.8 (2) (2) $ 226.62

(1) In October 2025, the Company entered into ASR agreements to repurchase $ 45 million, excluding excise tax, of the Company’s common stock.

Under the ASR agreements, the Company made payments of $ 45 million to participating financial institutions and received an initial delivery of shares of common stock.

In March 2025, the ASR transaction was completed, and 0.2 million additional shares were delivered under the Q2 FY 2025 ASR agreements.

(2) In March 2025, as part of the 2025 Share Repurchase Program, the Company entered into ASR agreements to repurchase $ 309 million, excluding excise tax, of the Company’s common stock.

In December 2025, the ASR transaction was completed and the final receipt of shares were delivered.

(2) In December 2025, the Company entered into ASR agreements to repurchase $ 200 million, excluding excise tax, of the Company’s common stock.

Under the ASR agreements, the Company made payments of $ 200 million to participating financial institutions and received an initial delivery of shares of common stock.

1 unchanged sentence

In addition, the Company repurchased shares of its common stock through the open market as follows (in millions):

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Shares Cost Shares Cost Shares Cost Shares Cost

Three months ended

November 30, 2025 November 30, 2024

Shares Cost Shares Cost

Open market share repurchases (1)

On December 27, 2024, the Company issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC (“Warrantholder”) to acquire up to 1,158,539 ordinary shares of the Company (“Warrant Shares”) at an initial exercise price of $ 137.7671 per share, which is the preceding 30 trading day VWAP.

The Warrant allows for cashless exercise and expires December 27, 2031.

The Warrant Shares are subject to vesting for payments for purchased products and services over the seven-year Warrant term, with 59,582 of the Warrant Shares having vested upon issuance.

Upon the consummation of an acquisition transaction (as defined in the Warrant), subject to certain exceptions, the unvested portion of the Warrant will vest in full.

So long as the Warrant is unexercised, the Warrant does not entitle the Warrantholder to any voting rights or any other common stockholder rights.

The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments.

The Company accounts for the Warrant as an equity instrument within additional paid-in-capital at its estimated fair value on the Condensed Consolidated Balance Sheets, and the provision for common stock warrant is recorded as a reduction to revenue on the Condensed Consolidated Statements of Operations.

To estimate the fair value of the Warrant, the Company used the Black-Scholes option pricing model, which is based on assumptions that require management to use judgement.

Based on the estimated fair value, the Company determined the amount of provision for common stock warrant, which is amortized ratably as a reduction to revenue based on the Company’s estimate of revenue over the Warrant term.

The estimated fair value of the Warrant was determined as of the issuance date, using the Black-Scholes option pricing model.

The following assumptions were used in the model:

December 27, 2024

Stock price $ 145.92

Exercise price $ 137.77

Expected life 7.0 years

Expected volatility (1)

Risk-free interest rate 4.5 %

(1) The expected volatility was estimated using the historical volatility derived from the Company’s common stock.

The following table summarizes the Warrant activity for the nine months ended May 31, 2025:

Warrant Shares

Outstanding as of August 31, 2024

Changes during the period

Shares granted 1,158,539

Shares vested ( 59,582 )

Outstanding as of May 31, 2025

Exercisable as of May 31, 2025

1.2 $ 255 1.8 $ 232

(1) As of January 2, 2026, 1.7 million shares had been repurchased for $ 355 million through open market transactions under the 2026 Share Repurchase Program.

Concentration of Risk and Segment Data

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Sales of the Company’s products are concentrated among specific customers.

During the nine months ended May 31, 2025, the Company’s five largest customers accounted for approximately 34 % of its net revenue and 88 customers accounted for approximately 90 % of its net revenue.

During the three months ended November 30, 2025, the Company’s five largest customers accounted for approximately 38 % of its net revenue and 77 customers accounted for approximately 90 % of its net revenue.

Sales to these customers were reported in the Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce operating segments.

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for which separate financial information is available;

and whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to assess the performance of the individual segment and make decisions about resources to be allocated to the segment.

and whose operating results are regularly reviewed by the chief operating decision maker (“CODM”), our Chief Executive Officer.

The CODM regularly reviews net revenue by segment, segment income, and segment income margin, including prior period comparison and forecasted segment results, to assess the performance of the individual segments and make decisions about resources to be allocated to the segments.

The Company derives its revenue from providing comprehensive electronics design, production, and product management services.

The CODM evaluates performance and allocates resources on a segment basis.

Prior to the first quarter of fiscal year 2025, the Company’s operating segments consisted of two segments – Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”).

Beginning September 1, 2024, the Company reorganized its internal structure to focus on speed, precision, and solutions and, as a result of the organizational realignment, the Company’s operating segments now consist of three segments – Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce, which are also the Company’s reportable segments.

All prior period disclosures presented have been recast to reflect this change.

The Company’s operating segments consist of three segments – Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce, which are also the Company’s reportable segments.

The segments are organized based on the economic profiles of the services performed, including manufacturing capabilities, market strategy, margins, return on capital, and risk profiles.

The Regulated Industries segment is focused on regulated markets and includes revenues from customers primarily in the automotive and transportation, healthcare and packaging, and renewable energy infrastructure industries.

1 unchanged sentence

The Connected Living and Digital Commerce segment is focused on digitalization and automation, including warehouse automation and robotics, and includes revenues from customers primarily in the connected living and digital commerce industries.

The segments are organized based on the economic profiles of the services performed, including manufacturing capabilities, market strategy, margins, return on capital, and risk profiles.

Net revenue for the operating segments is attributed to the segment in which the service is performed.

An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income.

Segment income is defined as net revenue less cost of revenue, segment selling, general and administrative expenses, segment research, and development expenses and an allocation of corporate manufacturing expenses and selling, general and administrative expenses.

Segment income is defined as net revenue less segment expenses, which includes cost of revenue, segment selling, general and administrative expenses, segment research and development expenses and an allocation of corporate manufacturing expenses and selling, general and administrative expenses.

Certain items are excluded from the calculation of segment income.

Segment income margin is defined as segment income divided by net revenue.

Total segment assets are defined as accounts receivable, contract assets, inventories, net, customer-related property, plant and equipment, intangible assets net of accumulated amortization, and goodwill.

1 unchanged sentence

Transactions between operating segments are generally recorded at amounts that approximate those at which we would transact with third parties.

The following table presents the Company’s revenues disaggregated by segment (in millions):

The following tables set forth operating segment information (in millions):

Three months ended

May 31, 2025 May 31, 2024

Point in time Over time Total Point in time Over time Total

Regulated Industries $ 96 $ 2,960 $ 3,056 $ 168 $ 2,877 $ 3,045

Intelligent Infrastructure 1,870 1,563 3,433 1,166 1,111 2,277

Connected Living and Digital Commerce 404 935 1,339 397 1,046 1,443

Total $ 2,370 $ 5,458 $ 7,828 $ 1,731 $ 5,034 $ 6,765

Nine months ended

May 31, 2025 May 31, 2024

Point in time Over time Total Point in time Over time Total

Regulated Industries $ 364 $ 8,390 $ 8,754 $ 414 $ 8,807 $ 9,221

Intelligent Infrastructure 4,193 4,383 8,576 3,443 3,446 6,889

Connected Living and Digital Commerce (1)

1,224 2,996 4,220 2,962 2,847 5,809

Total $ 5,781 $ 15,769 $ 21,550 $ 6,819 $ 15,100 $ 21,919

(1) Decrease in point in time revenues from the prior period is primarily driven by the divestiture of the Mobility Business during the three months ended February 29, 2024.

The Company operates in approximately 30 countries worldwide.

Sales to unaffiliated customers are based on the Company location that maintains the customer relationship and transacts the external sale.

The following table sets forth, for the periods indicated, foreign source revenue expressed as a percentage of net revenue:

Three months ended Nine months ended

May 31, 2024 May 31, 2025

Foreign source revenue 72.5 % 80.5 % 76.6 % 83.4 %

The following tables sets forth operating segment information (in millions):

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Segment income and reconciliation of income before income tax

Regulated Industries $ 168 $ 183 $ 438 $ 469

Intelligent Infrastructure 181 121 442 327

Connected Living and Digital Commerce 71 46 221 391

Total segment income $ 420 $ 350 $ 1,101 $ 1,187

November 30, 2025 November 30, 2024

Regulated Industries Intelligent Infrastructure Connected Living and Digital Commerce Total Regulated Industries Intelligent Infrastructure Connected Living and Digital Commerce Total

Point in time $ 124 $ 2,325 $ 525 $ 2,974 $ 135 $ 1,106 $ 455 $ 1,696

Over time 2,949 1,528 854 5,331 2,822 1,390 1,086 5,298

Net revenue $ 3,073 $ 3,853 $ 1,379 $ 8,305 $ 2,957 $ 2,496 $ 1,541 $ 6,994

Segment expenses 2,896 3,651 1,304 7,851 $ 2,819 $ 2,376 $ 1,452 $ 6,647

Segment income 177 202 75 454 $ 138 $ 120 $ 89 $ 347

Segment income margin 5.8 % 5.2 % 5.5 % 5.5 % 4.7 % 4.8 % 5.8 % 5.0 %

Three months ended

November 30, 2025 November 30, 2024

Segment income $ 454 $ 347

Reconciling items:

4 unchanged sentences

Business interruption and impairment charges, net (2)

( 1 ) ( 14 ) ( 10 ) ( 14 )

Gain from the divestiture of businesses 2 —

Acquisition and divestiture related charges (3)

( 9 ) ( 3 ) ( 17 ) ( 64 )

Loss on securities (4)

( 46 ) — ( 46 ) —

Other expense (net of periodic benefit cost) ( 29 ) ( 21 )

1 unchanged sentence

Income before income tax $ 220 $ 139

(1) Charges recorded during the three months and nine months ended May 31, 2025, and May 31, 2024, primarily related to the 2025 Restructuring Plan and 2024 Restructuring Plan, respectively.

(2) Charges recorded during the nine months ended May 31, 2025, relate primarily to costs associated with damage from Hurricanes Helene and Milton, which impacted our operations in St.

(1) Charges recorded during the three months ended November 30, 2025, relate to targeted restructuring activities to optimize our cost structure and improve operational efficiencies.

Charges recorded during the three months ended November 30, 2024, primarily related to the 2025 Restructuring Plan.

(2) Charges recorded during the three months ended November 30, 2024, related primarily to costs associated with damage from Hurricanes Helene and Milton, which impacted our operations in St.

Petersburg, Florida, and Asheville and Hendersonville, North Carolina.

Charges recorded during the three months and nine months ended May 31, 2024, related to costs associated with product quality liabilities.

Charges recorded during the three months and nine months ended May 31, 2025, and May 31, 2024, are classified as a component of cost of revenue and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

(3) The Company completed the divestiture of the Mobility Business and recorded a pre-tax gain of $ 944 million during the nine months ended May 31, 2024.

Certain post-closing adjustments were realized in March 2025, which resulted in the recognition of a $ 54 million pre-tax gain during the three months ended May 31, 2025.

The Company incurred transaction and disposal costs in connection with the sale of approximately $ 64 million during the nine months ended May 31, 2024.

(4) Charges recorded during the three months and nine months ended May 31, 2025, relate to an impairment of an investment in Preferred Stock.

May 31, 2025 August 31, 2024

Charges are classified as a component of cost of revenue and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

(3) Charges recorded during the three months ended November 30, 2025, include $ 3 million of losses on forward foreign exchange contracts in anticipation of the acquisition of Hanley Energy Group.

November 30, 2025 August 31, 2025

Total assets:

4 unchanged sentences

Total $ 19,276 $ 18,543

The Company operates in approximately 30 countries worldwide.

Sales to unaffiliated customers are based on the Company location that maintains the customer relationship and transacts the external sale.

The following table sets forth, for the periods indicated, foreign source revenue expressed as a percentage of net revenue:

Three months ended

November 30, 2025

November 30, 2024

Foreign source revenue (1)

72.8 % 80.8 %

(1) Decrease from prior periods was primarily driven by domestic revenue growth within our Intelligent Infrastructure segment during the three months ended November 30, 2025.

Restructuring, Severance, and Related Charges

Following is a summary of the Company’s restructuring, severance, and related charges (in millions):

Three months ended Nine months ended

May 31, 2025 (1)

May 31, 2024 (2)

May 31, 2025 (1)

May 31, 2024 (2)

The following is a summary of the Company’s restructuring, severance, and related charges (in millions):

Three months ended

November 30, 2025 (1)

November 30, 2024 (2)

Employee severance and benefit costs $ 32 $ 27

3 unchanged sentences

Total restructuring, severance and related charges (3)

$ 16 $ 55 $ 144 $ 252

(1) Primarily relates to the 2025 Restructuring Plan.

(2) Primarily relates to the 2024 Restructuring Plan.

(1) Primarily related to targeted restructuring activities to optimize our cost structure and improve operational efficiencies.

(2) Primarily related to the 2025 Restructuring Plan.

(3) Except for asset write-off costs, all restructuring, severance and related charges are cash costs.

The following table presents the Company’s restructuring, severance, and related charges disaggregated by segment (in millions):

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three months ended

November 30, 2025 November 30, 2024

Total restructuring, severance and related charges:

4 unchanged sentences

Total $ 76 $ 83

See Note 13 – “Concentration of Risk and Segment Data” to the Condensed Consolidated Financial Statements for further details on the change in reportable segments.

2025 Restructuring Plan

On September 24, 2024, the Company’s Board of Directors approved a restructuring plan to align our support infrastructure to further optimize organizational effectiveness.

This action includes headcount reductions across our Selling, General, and Administrative (“SG&A”) and manufacturing cost base and capacity realignment (the “2025 Restructuring Plan”).

The 2025 Restructuring Plan reflects the Company’s intention only and restructuring decisions, and the timing of such decisions, at certain locations are still subject to consultation with the Company’s employees and their representatives.

The Company expects to recognize approximately $ 200 million in pre-tax restructuring and other related costs over the course of the Company’s 2025 fiscal year.

The charges relating to the 2025 Restructuring Plan are currently expected to result in net cash expenditures of approximately $ 100 million to $ 130 million that will be payable over the course of the Company’s fiscal years 2025 and 2026.

The restructuring and other related charges are expected to include $ 60 million to $ 70 million of employee severance and benefit costs;

$ 65 million to $ 70 million of asset write-off costs;

and $ 55 million to $ 65 million of contract termination costs and other related costs.

The amount and timing of the actual charges may vary due to a variety of factors, including the finalization of timetables for the transition of functions, consultation with employees and their representatives, as well as the impact of jurisdictional statutory severance requirements.

The Company’s estimates for the charges discussed above exclude any potential income tax effects.

The table below summarizes the Company’s liability activity, primarily associated with the 2025 Restructuring Plan (in millions):

The table below summarizes the Company’s liability activity during the three months ended November 30, 2025 (in millions):

Employee Severance

5 unchanged sentences

Cash payments ( 23 ) — — ( 6 ) ( 29 )

Balance as of May 31, 2025

Balance as of November 30, 2025

$ 25 $ — $ — $ 14 $ 39

2025 Restructuring Plan

On September 26, 2023, the Company’s Board of Directors approved a restructuring plan to (i) realign the Company’s cost base for stranded costs associated with the Company’s sale and realignment of the Mobility Business and (ii) optimize the Company’s global footprint.

This action includes headcount reductions across our SG&A cost base and capacity realignment (the “2024 Restructuring Plan”).

The 2024 Restructuring Plan, totaling approximately $ 300 million in pre-tax restructuring and other related costs, was substantially complete as of August 31, 2024.

The table below summarizes the Company’s liability activity, primarily associated with the 2024 Restructuring Plan (in millions):

Employee Severance

and Benefit Costs Lease Costs Asset Write-off Costs Other Related Costs Total

Balance as of August 31, 2024

$ 66 $ 1 $ — $ 5 $ 72

Restructuring related charges ( 5 ) — 8 6 9

Asset write-off charge and other non-cash activity — — ( 8 ) ( 2 ) ( 10 )

Cash payments ( 48 ) ( 1 ) — ( 7 ) ( 56 )

Balance as of May 31, 2025

$ 13 $ — $ — $ 2 $ 15

On September 24, 2024, the Company’s Board of Directors approved a restructuring plan to align our support infrastructure to further optimize organizational effectiveness.

This action includes headcount reductions across our Selling, General, and Administrative (“SG&A”) and manufacturing cost base and capacity realignment (the “2025 Restructuring Plan”).

The 2025 Restructuring Plan, totaling approximately $ 200 million in pre-tax restructuring and other related costs, was substantially complete as of November 30, 2025.

Effective Income Tax Rate

federal statutory income tax rate and the Company's effective income tax rate are as follows:

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three months ended

November 30, 2025 November 30, 2024

federal statutory income tax rate 21.0 % 21.0 %

Effective income tax rate 33.6 % 28.0 %

The effective income tax rate differed for the three months and nine months ended May 31, 2025, compared to the three months and nine months ended May 31, 2024, primarily due to:

(i) a change in the jurisdictional mix of earnings, (ii) an $ 18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the nine months ended May 31, 2025, and (iii) the gain from the divestiture of the Mobility Business, including post-closing adjustments recorded during the three months ended May 31, 2025, and corresponding $ 58 million of income tax expense for the nine months ended May 31, 2024.

The effective income tax rate differed for the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to:

(i) a change in the jurisdictional mix of earnings, driven in part by strengthened performance in tax jurisdictions with existing valuation allowances for the three months ended November 30, 2025 and (ii) an $ 18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the three months ended November 30, 2024.

The effective income tax rate differed from the U.S.

federal statutory income tax rate of 21.0% during the three months and nine months ended May 31, 2025 and May 31, 2024, primarily due to:

(i) the jurisdictional mix of earnings, (ii) losses in tax jurisdictions with existing valuation allowances, (iii) an $ 18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the nine months ended May 31, 2025, (iv) tax incentives granted to sites in Malaysia, Singapore, and Vietnam, and (v) the gain from the divestiture of the Mobility Business, including post-closing adjustments recorded during the three months ended May 31, 2025, and corresponding $ 58 million of income tax expense during the nine months ended May 31, 2024.

federal statutory income tax rate of 21.0% during the three months ended November 30, 2025 and 2024, primarily due to:

(i) the jurisdictional mix of earnings, (ii) losses in tax jurisdictions with existing valuation allowances, (iii) tax incentives granted to sites in Malaysia, Singapore, and Vietnam, and (iv) an $ 18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the three months ended November 30, 2024 .

Earnings Per Share and Dividends

7 unchanged sentences

Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows (in thousands):

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three months ended

November 30, 2025 November 30, 2024

Restricted stock units 299.0 352.3

The following table sets forth cash dividends declared by the Company to common stockholders during the nine months ended May 31, 2025, and May 31, 2024 (in millions, except for per share data):

The following table sets forth cash dividends declared by the Company to common stockholders during the three months ended November 30, 2025, and 2024 (in millions, except for per share data):

Declaration Date Dividend

4 unchanged sentences

October 16, 2025 $ 0.08 $ 9 November 17, 2025 December 2, 2025

January 23, 2025 $ 0.08 $ 8 February 18, 2025 March 4, 2025

April 16, 2025 $ 0.08 $ 9 May 15, 2025 June 3, 2025

Fiscal Year 2025:

October 17, 2024 $ 0.08 $ 9 November 15, 2024 December 3, 2024

January 25, 2024 $ 0.08 $ 10 February 15, 2024 March 4, 2024

April 17, 2024 $ 0.08 $ 9 May 15, 2024 June 4, 2024

Business Acquisitions and Divestitures

Fiscal Year 2026

On June 2, 2025, the Company signed a binding share purchase agreement related to the anticipated acquisition of Rebound Technologies Group Holdings Limited (“Rebound Technologies”).

On January 2, 2026, the Company completed the acquisition of Hanley Energy Group (“Hanley”) for cash consideration transferred of $ 751 million, which includes cash acquired of approximately $ 31 million.

Pursuant to the purchase agreement, the Company recorded contingent consideration obligations subject to achieving future revenue thresholds.

Hanley is a provider of energy management and critical power solutions serving the data center infrastructure market.

The final purchase price is subject to adjustment based on conditions within the purchase agreement.

The Company is in the process of determining the fair values of the acquired assets and assumed liabilities.

The initial accounting for the Hanley acquisition is incomplete due to the proximity of the transaction date to the filing of the Quarterly Report on Form 10-Q for the three months ended November 30, 2025.

The preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed are anticipated to be completed in the second quarter of fiscal year 2026.

On September 1, 2025, the Company completed the acquisition of Rebound Technologies Group Holdings Limited (“Rebound Technologies”) for cash consideration transferred of $ 133 million.

Rebound Technologies is a global supply chain service provider headquartered in the United Kingdom offering end-to-end solutions including global sourcing, data driven analytics, proactive shortage management and obsolescence strategies.

Completion of this transaction is subject to regulatory clearance and customary closing conditions.

The final purchase price is subject to adjustment based on conditions within the purchase agreement.

The acquisition of Rebound Technologies was accounted for as a business combination using the acquisition method of accounting.

Assets acquired of $ 177 million, including $ 43 million in intangible assets and $ 47 million in goodwill, and liabilities assumed of $ 44 million were recorded at their estimated fair values as of the acquisition date.

The preliminary estimates and measurements are subject to change during the measurement period for assets acquired, liabilities assumed, and tax adjustments.

The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the Intelligent Infrastructure segment.

The majority of the goodwill is currently not expected to be deductible for income tax purposes.

The results of operations were included in the Company’s condensed consolidated financial results beginning on September 1, 2025.

Pro forma information has not been provided as the acquisition of Rebound Technologies is not deemed to be significant.

Fiscal Year 2025

On February 3, 2025, the Company completed the acquisition of Pharmaceutics International, Inc.

13 unchanged sentences

Mikros Technologies is a leader in the engineering and manufacturing of liquid cooling solutions for thermal management.

The final purchase price is subject to adjustment based on certain customary conditions as outlined in the purchase agreement.

The acquisition of Mikros Technologies was accounted for as a business combination using the acquisition method of accounting.

Assets acquired of $ 63 million, including $ 40 million in intangible assets and $ 17 million in goodwill, were recorded at their estimated fair values as of the acquisition date.

The preliminary estimates and measurements are subject to change during the measurement period for assets acquired, liabilities assumed, and tax adjustments.

The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the Intelligent Infrastructure segment.

3 unchanged sentences

Fiscal Year 2025

On November 1, 2023, the Company completed the acquisition of ProcureAbility Inc.

(“ProcureAbility”) for approximately $ 60 million in cash.

ProcureAbility is a procurement services provider specializing in technology-enabled advisory, managed services, digital, staffing, and recruiting solutions.

The acquisition of ProcureAbility was accounted for as a business combination using the acquisition method of accounting.

Assets acquired of $ 87 million, including $ 40 million in intangible assets and $ 38 million in goodwill, and liabilities assumed of $ 26 million were recorded at their estimated fair values as of the acquisition date.

The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the Regulated Industries segment.

The majority of the goodwill is currently not expected to be deductible for income tax purposes.

The results of operations were included in the Company’s condensed consolidated financial results beginning on November 1, 2023.

Pro forma information has not been provided as the acquisition of ProcureAbility is not deemed to be significant.

Fiscal Year 2024

The Company announced on September 26, 2023, that, through our indirect subsidiary, Jabil Circuit (Singapore) Pte.

Ltd., a Singapore private limited company (“Singapore Seller”), we agreed to sell to an affiliate of BYD Electronic (International) Co.

Ltd., a Hong Kong limited liability company (“Purchaser” or “BYDE”), its product manufacturing business in Chengdu, including its supporting component manufacturing in Wuxi, the Mobility Business, for cash consideration of approximately $ 2.2 billion, subject to certain customary purchase price adjustments.

As of August 31, 2023, the Company determined the Mobility Business met the criteria to be classified as held for sale.

Assets and liabilities classified as held for sale had a carrying value less than the estimated fair value less cost to sell and, thus, no adjustment to the carrying value of the disposal group was necessary.

Depreciation and amortization expense for long-lived assets was not recorded for the period in which these assets were classified as held for sale.

The divestiture did not meet the criteria to be reported as discontinued operations, and the Company continued to report the operating results for the Mobility Business in the Company’s Condensed Consolidated Statement of Operations in the DMS segment until the Closing Date.

On December 29, 2023, the Closing Date, the Company completed the sale of the Mobility Business.

As a result of the transaction, the Company derecognized net assets of approximately $ 1.2 billion, and recorded a pre-tax gain of $ 942 million in the fiscal year ended August 31, 2024.

Certain post-closing adjustments were realized in March 2025, which resulted in the recognition of a $ 54 million pre-tax gain during the three months ended May 31, 2025.

In addition, the Company agreed to indemnify BYDE from certain liabilities that may arise post-close that relate to periods prior to the Closing Date.

The Company incurred transaction and disposal costs in connection with the sale of approximately $ 67 million during the fiscal year ended August 31, 2024, which are included in continuing operations in the Company’s Condensed Consolidated Statements of Operations.

On August 1, 2025, through its indirect subsidiary, Jabil Circuit Italia S.r.l.

(“JCI”), the Company divested its operations in Italy.

As a result of the transaction, the Company derecognized net assets of approximately $ 36 million and recorded a pre-tax loss of $ 97 million during the three months ended August 31, 2025, subject to post-closing adjustments that are still being finalized.

As part of the terms of the agreement, the Company also paid cash consideration of $ 63 million to the buyer.

The operating results of this business were immaterial to the Company's consolidated results of operations.

Fair Value Measurements

Fair Value Measurements on a Recurring Basis

The following table presents the fair value of the Company's financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of the periods indicated (in millions):

Fair Value Hierarchy May 31, 2025 August 31, 2024

Cash and cash equivalents:

Cash equivalents Level 1 (1)

Prepaid expenses and other current assets:

Short-term investments Level 1 26 27

Forward foreign exchange contracts:

Derivatives designated as hedging instruments (Note 10)

Derivatives not designated as hedging instruments (Note 10)

Net investment hedges:

Derivatives designated as hedging instruments (Note 10)

Accrued expenses:

Forward foreign exchange contracts:

Derivatives designated as hedging instruments (Note 10)

Derivatives not designated as hedging instruments (Note 10)

Net investment hedges:

Derivatives designated as hedging instruments (Note 10)

Other liabilities:

Net investment hedges:

Derivatives designated as hedging instruments (Note 10)

(1) Consist of investments that are readily convertible to cash with original maturities of 90 days or less.

(2) The Company’s forward foreign exchange contracts, including cash flow hedges and net investment hedges are measured on a recurring basis at fair value, based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, trade accounts receivable, prepaid expenses, and other current assets, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments.

Cash equivalents consist of investments that are readily convertible to cash with original maturities of 90 days or less and are classified within Level 1 of the fair value hierarchy.

As of November 30, 2025 and August 31, 2025, there were $ 534 million and $ 392 million of cash equivalents, respectively.

The fair value of forward foreign exchange contracts were not material to the Company’s Condensed Consolidated Balance Sheets as of November 30, 2025 and August 31, 2025.

Fair Value of Financial Instruments

The carrying amounts of borrowings under credit facilities and under loans approximate fair value as interest rates on these instruments approximate current market rates.

2 unchanged sentences

The following table presents the carrying amounts and fair values of the Company's notes payable and long-term debt, by hierarchy level as of the periods indicated (in millions):

May 31, 2025 August 31, 2024

November 30, 2025 August 31, 2025

Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value

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What changed 10-Q

Item 1. Financial Statements