What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-01-09 compared with 2025-06-30 · 144 added, 229 removed, 255 unchanged (59% of the section changed)

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We currently depend, and expect to continue to depend for the foreseeable future, upon a relatively small number of customers for a significant percentage of our net revenue, which in turn depends upon their growth, viability, and financial stability.

We conduct our operations in facilities that are located worldwide, including but not limited to, China, Mexico, Singapore, Malaysia, and the United States.

We derived a substantial majority, 72.5% and 76.6% of net revenue, from our international operations for the three months and nine months ended May 31, 2025, respectively.

We conduct our operations in facilities that are located worldwide, including but not limited to China, Malaysia, Mexico, and the United States.

We derived a substantial majority, 72.8% of net revenue from our international operations for the three months ended November 30, 2025.

Our global manufacturing production sites allow customers to manufacture products simultaneously in the optimal locations for their products.

Our global presence is key to assessing and executing on our business opportunities.

As of September 1, 2024, we are reporting our business in the following three segments:

Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce, which are also the Company’s reportable segments.

We have three reporting segments:

Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce, which are organized based on the economic profiles of the services performed, including manufacturing capabilities, market strategy, margins, return on capital, and risk profiles.

Our 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.

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We monitor the current economic environment and its potential impact on both the customers we serve as well as our end-markets and closely manage our costs and capital resources so that we can respond appropriately as circumstances change.

Beginning in February 2025, the U.S.

implemented tariffs on a variety of countries and commodities, including, among others, tariffs on aluminum and steel derivative products, imports of certain Canadian and Mexican goods, imports of Chinese goods, universal tariffs on imports from most countries, and reciprocal tariffs on select countries.

In response, certain countries have imposed, or are considering, retaliatory tariffs on U.S.

The global tariff landscape continues to shift rapidly, with changes impacting businesses and markets around the world.

While these increased tariffs have and may continue to impact end customer demand, we expect that we will recover the tariff costs by passing them on to our customers.

If we are unable to fully pass on these costs, our operating results and cash flows could be adversely impacted.

For additional information, refer to Part I, “Item 1A.

Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024.

Refer to Item 7.

“Management's Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025, for further discussion of the items disclosed in Item 2.

“Management's Discussion and Analysis of Financial Condition and Results of Operations” section as of May 31, 2025, contained herein.

“Management's Discussion and Analysis of Financial Condition and Results of Operations” section as of November 30, 2025, contained herein.

Summary of Results

The following table sets forth, for the periods indicated, certain key operating results and other financial information (in millions, except 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

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Net income attributable to Jabil Inc.

$ 222 $ 129 $ 439 $ 1,250

Earnings per share – basic $ 1.37 $ 0.89

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Three months ended

May 31, 2025 February 28, 2025

November 30, 2025 August 31, 2025

November 30, 2024

Sales cycle (1)

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(3) Days in accounts receivable is calculated as accounts receivable, net, divided by net revenue multiplied by 90 days.

During the three months ended May 31, 2025, the decrease in days in accounts receivable from the prior sequential quarter was primarily driven by timing of payments.

During the three months ended November 30, 2025, the increase in days in accounts receivable from the prior sequential quarter was primarily driven by timing of payments.

(4) Days in inventory is calculated as inventories, net and contract assets divided by cost of revenue multiplied by 90 days.

During the three months ended May 31, 2025, the decrease in days in inventory from the prior sequential quarter and the three months ended May 31, 2024, was primarily driven by higher consumption of inventory to support sales during the quarter and improved working capital management.

During the three months ended November 30, 2025, the decrease in days in inventory from the three months ended November 30, 2024, was primarily driven by higher consumption of inventory to support sales during the quarter and improved working capital management.

(5) Days in accounts payable is calculated as accounts payable divided by cost of revenue multiplied by 90 days.

During the three months ended May 31, 2025, the increase in days in accounts payable from the three months ended May 31, 2024, was primarily due to higher purchases of customer-controlled consignment components and timing of cash payments.

During the three months ended November 30, 2025, the increase in days in accounts payable from the prior sequential quarter and the three months ended November 30, 2024, was primarily due to higher purchases of customer-controlled consignment components and the timing of cash payments.

Critical Accounting Policies and Estimates

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and any potential termination, or substantial winding down, of significant customer relationships.

As discussed in the “Overview” section, as of September 1, 2024, we are reporting our business in the following three segments – Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce.

In conjunction with this reorganization, there have been certain reclassifications made within the reported segments.

Three months ended Nine months ended

(dollars in millions) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Three months ended

(dollars in millions) November 30, 2025 November 30, 2024 Change

Net revenue $ 8,305 $ 6,994 18.7 %

Net revenue increased during the three months ended May 31, 2025, compared to the three months ended May 31, 2024.

Net revenue increased during the three months ended November 30, 2025, compared to the three months ended November 30, 2024.

Specifically, the Intelligent Infrastructure segment net revenue increased 54% primarily due to:

(i) a 48% increase in revenues from existing customers within our cloud and data center infrastructure business and (ii) a 6% increase in revenues from existing customers within our capital equipment business.

The increase is partially offset by a 2% decrease in revenues from existing customers within our networking and communications business.

The Connected Living and Digital Commerce segment net revenue decreased 7% due to a 7% decrease in revenues from existing customers within our connected living business.

The Regulated Industries segment net revenue remained consistent primarily due to:

(i) a 4% increase in revenues from existing customers within our renewable energy infrastructure business and (ii) a 4% decrease in revenues from existing customers within our automotive and transportation business.

Net revenue decreased during the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024.

Specifically, the Connected Living and Digital Commerce segment net revenue decreased 27% due to a 30% decrease in revenues primarily driven by the divestiture of the Mobility Business within our connected living business.

The decrease is partially offset by a 3% increase in revenues from existing customers within our digital commerce business.

The Intelligent Infrastructure segment net revenue increased 24% primarily due to:

(i) a 24% increase in revenues from existing customers within our cloud and data center infrastructure business and (ii) a 9% increase in revenues from existing customers within our capital equipment business.

The increase is partially offset by a 9% decrease in revenues from existing customers within our networking and communications business.

The Regulated Industries segment net revenue decreased 5% primarily due to:

(i) a 3% decrease in revenues from existing customers within our automotive and transportation business, (ii) a 1% decrease in revenues from existing customers within our renewable energy infrastructure business, and (iii) a 1% decrease in revenues from existing customers within our healthcare and packaging business.

The Regulated Industries segment net revenue increased 4% primarily due to:

(i) a 3% increase in revenues from existing customers within our renewable energy infrastructure business and (ii) a 1% increase in revenues from existing customers within our automotive and transportation and healthcare and packaging businesses.

The Connected Living and Digital Commerce segment net revenue decreased 11% primarily due to a 13% decrease in revenues from existing customers within our connected living business.

The decrease was partially offset by a 2% increase in revenues from existing customers within our digital commerce business.

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

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

Regulated Industries 37 % 42 %

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

Three months ended

November 30, 2025 November 30, 2024

Foreign source revenue (1)

Three months ended Nine months ended

(dollars in millions) May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

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.

Three months ended

(dollars in millions) November 30, 2025 November 30, 2024

Gross profit $ 742 $ 606

Percent of net revenue 8.9 % 8.7 %

Gross profit as a percentage of net revenue decreased 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 product mix in our Connected Living and Digital Commerce segment.

Gross profit as a percentage of net revenue increased for the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to product mix in our Regulated Industries segment.

Selling, General and Administrative

Three months ended Nine months ended

(in millions) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Three months ended

(in millions) November 30, 2025 November 30, 2024 Change

Selling, general and administrative $ 344 $ 305 $ 39

Selling, general and administrative expenses increased during the three months ended May 31, 2025, compared to the three months ended May 31, 2024, primarily due to an increase in stock-based compensation expense primarily driven by the reversal of stock-based compensation expense associated with forfeitures of time-based, performance-based and market-based restricted stock awards during the three months ended May 31, 2024.

The increase is partially offset by a decrease in business interruption and impairment charges, net and a decrease in salary and salary related expenses during the three months ended May 31, 2025.

Selling, general and administrative expenses decreased during the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024, primarily due to (i) a decrease in salary and salary related expenses, (ii) a decrease in office and support costs, and (ii) a decrease in business interruption and impairment charges, net.

Selling, general and administrative expenses increased during the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to an increase in salary and salary related expenses.

Research and Development

Three months ended Nine months ended

(dollars in millions) May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three months ended

(dollars in millions) November 30, 2025 November 30, 2024

Research and development $ 7 $ 8

Percent of net revenue 0.1 % 0.1 %

Research and development expenses remained consistent as a percentage of net revenue during the three months and nine months ended May 31, 2025, compared to the three months and nine months ended May 31, 2024.

Research and development expenses remained consistent as a percentage of net revenue during the three months ended November 30, 2025, compared to the three months ended November 30, 2024.

Amortization of Intangibles

Three months ended Nine months ended

(in millions) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Three months ended

(in millions) November 30, 2025 November 30, 2024 Change

Amortization of intangibles $ 19 $ 13 $ 6

Amortization of intangibles increased during the three months ended May 31, 2025, compared to the three months ended May 31, 2024, primarily due to additional amortization associated with intangible assets related to the acquisitions of Mikros Technologies LLC and Pharmaceutics International, Inc.

that occurred during the first and second quarters of fiscal year 2025.

Amortization of intangibles increased during the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024, primarily due to (i) additional amortization associated with intangible assets related to the acquisitions of Mikros Technologies LLC and Pharmaceutics International, Inc.

that occurred during the first and second quarters of fiscal year 2025 and (ii) amortization related to the Green Point trade name, which was reclassified to a definite-lived intangible asset during fiscal year 2024.

Amortization of intangibles increased during the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to additional amortization associated with intangible assets related to the acquisitions of Mikros Technologies LLC, Pharmaceutics International, Inc., and Rebound Technologies Group Holdings Limited.

See Note 15 – “Business Acquisitions and Divestitures” to the Condensed Consolidated Financial Statements for additional information.

Restructuring, Severance and Related Charges

Three months ended Nine months ended

(in millions) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Three months ended

(in millions) November 30, 2025 November 30, 2024 Change

Restructuring, severance and related charges $ 76 $ 83 $ (7)

Restructuring, severance, and related charges decreased during 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 higher restructuring, severance and related charges, related to the 2024 Restructuring Plan, during the three months and nine months ended May 31, 2024.

The decrease is partially offset by increased restructuring, severance and related charges, related to the 2025 Restructuring Plan, during the three months and nine months ended May 31, 2025.

Restructuring, severance, and related charges decreased during the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to higher restructuring, severance and related charges, related to the 2025 Restructuring Plan, during the three months ended November 30, 2024.

The decrease is partially offset by restructuring, severance, and related charges, related to targeted restructuring activities to optimize our cost structure and improve operational efficiencies, during the three months ended November 30, 2025.

2025 Restructuring Plan

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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 our intention only and restructuring decisions, including the timing of such decisions, at certain locations remain subject to consultation with the Company’s employees and their representatives.

We expect to recognize approximately $200 million in pre-tax restructuring and other related costs over the course of our 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.

Our estimates for the charges discussed above exclude any potential income tax effects.

2024 Restructuring Plan

On September 26, 2023, our Board of Directors approved a restructuring plan to (i) realign our cost base for stranded costs associated with the sale and realignment of the Mobility Business and (ii) optimize our 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 2025 Restructuring Plan, totaling approximately $200 million in pre-tax restructuring and other related costs, was substantially complete as of November 30, 2025.

See Note 12 – “Restructuring, Severance and Related Charges” to the Condensed Consolidated Financial Statements for further discussion of restructuring, severance and related charges.

Gain from the Divestiture of Businesses

Three months ended Nine months ended

(in millions) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Three months ended

(in millions) November 30, 2025 November 30, 2024 Change

Gain from the divestiture of businesses $ (2) $ — $ (2)

In the second quarter of fiscal year 2024, we completed the divestiture of the Mobility Business and recorded a pre-tax gain of $944 million.

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.

See Note 17 – “Business Acquisitions and Divestitures” to the Condensed Consolidated Financial Statements for additional information.

Gain from the divestiture of businesses remained relatively consistent during the three months ended November 30, 2025, compared to the three months ended November 30, 2024.

Acquisition and Divestiture Related Charges

Three months ended Nine months ended

(in millions) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Three months ended

(in millions) November 30, 2025 November 30, 2024 Change

Acquisition and divestiture related charges $ 15 $ — $ 15

Acquisition and divestiture related charges increased during the three months ended May 31, 2025, compared to the three months ended May 31, 2024, primarily due to transaction costs incurred in connection with pursuing acquisition opportunities.

Acquisition and divestiture related charges decreased during the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024, primarily due to transaction and disposal costs incurred in connection with the divestiture of the Mobility Business during fiscal year 2024.

Acquisition and divestiture related charges recorded during the three months ended November 30, 2025, related primarily to transaction costs incurred in connection with pursuing acquisition opportunities.

Additionally, we recorded $3 million of losses on forward foreign exchange contracts in anticipation of the acquisition of Hanley Energy Group.

See Note 15 – “Business Acquisitions and Divestitures” to the Condensed Consolidated Financial Statements for additional information.

Loss on Securities

Three months ended Nine months ended

(in millions) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Loss on securities $ 46 $ — $ 46 $ 46 $ — $ 46

Loss on securities during the three months and nine months ended May 31, 2025, relates to an impairment of an investment in Preferred Stock.

Other Expense

Three months ended Nine months ended

(in millions) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Three months ended

(in millions) November 30, 2025 November 30, 2024 Change

Other expense $ 29 $ 20 $ 9

Other expense increased during the three months ended May 31, 2025, compared to the three months ended May 31, 2024, primarily due to (i) an increase in fees primarily due to higher utilization of our trade accounts receivable sales programs and global asset-backed securitization program and (ii) lower net periodic benefit costs.

Other expense increased during the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024, primarily related to lower net periodic benefit costs.

Other expense increased during the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to an increase in fees related to higher utilization on our trade accounts receivable sales programs.

The increase was partially offset by lower interest rates related to these programs.

Interest Expense, Net

Three months ended Nine months ended

(in millions) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Three months ended

(in millions) November 30, 2025 November 30, 2024 Change

Interest expense, net $ 34 $ 38 $ (4)

Interest expense, net remained relatively consistent during the three months ended May 31, 2025, compared to the three months ended May 31, 2024.

Interest expense, net decreased during the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024, due to lower interest rates and lower borrowings primarily on our credit facilities and commercial paper program.

Interest expense, net remained relatively consistent during the three months ended November 30, 2025, compared to the three months ended November 30, 2024.

Income Tax Expense

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

Three months ended

November 30, 2025 November 30, 2024 Change

Effective income tax rate 33.6 % 28.0 % 5.6 %

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 during 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 Organization for Economic Co-operation and Development (“OECD”) and participating countries continue to work toward the enactment of a 15% global minimum corporate tax rate.

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We do not currently expect a material impact to our effective tax rate for the fiscal year ending August 31, 2026.

On July 4, 2025, the U.S.

One Big Beautiful Bill Act (“OBBBA”) was enacted which includes permanent extensions of certain expiring provisions of the Tax Cuts and Jobs Act and makes significant modifications to the U.S.

international tax framework.

The legislation has multiple effective dates, with certain provisions effective in fiscal year 2025 and others implemented through the fiscal year ended August 31, 2027.

The OBBBA did not have a material impact to our consolidated financial statements for the three months ended November 30, 2025;

however, we will continue to monitor developments and evaluate any potential future impacts.

Non-GAAP (Core) Financial Measures

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GAAP Financial Results to Non-GAAP Measures

Three months ended Nine months ended

(in millions, except for per share data) May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three months ended

(in millions, except for per share data) November 30, 2025 November 30, 2024

Operating income (U.S.

$ 403 $ 261 $ 845 $ 1,695

Amortization of intangibles 19 13

1 unchanged sentence

Restructuring, severance and related charges (1)

16 55 144 252

Net periodic benefit cost — 1

1 unchanged sentence

Gain from the divestiture of businesses (2) —

(45) — (45) (944)

Acquisition and divestiture related charges (3)

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Net income attributable to Jabil Inc.

$ 222 $ 129 $ 439 $ 1,250

Adjustments to operating income 171 150

Loss on securities (5)

Net periodic benefit cost — (1)

— (2) (1) (7)

Adjustments for taxes (8) (21)

(6) 14 (18) 51

Core earnings (Non-GAAP) $ 309 $ 228

5 unchanged sentences

GAAP and Non-GAAP) 108.3 114.0

(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) We are reclassifying the pension components in other expense to core operating income as we assess operating performance, inclusive of all components of net periodic benefit cost, with the related revenue.

There is no impact to core earnings or diluted core earnings per share for this adjustment.

(3) 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.

(4) We 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.

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

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

(6) Tax adjustments for the nine months ended May 31, 2024, were partially driven by an income tax expense associated with the divestiture of the Mobility Business.

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.

Adjusted Free Cash Flow

Nine months ended

(in millions) May 31, 2025 May 31, 2024

Three months ended

(in millions) November 30, 2025 November 30, 2024

Net cash provided by operating activities (U.S.

$ 1,052 $ 1,181

Acquisition of property, plant and equipment (“PP&E”) (95) (97)

1 unchanged sentence

Adjusted free cash flow (Non-GAAP) $ 272 $ 226

(1) Certain customers co-invest in PP&E with us.

As we acquire PP&E, we recognize the cash payments in acquisition of PP&E.

When our customers reimburse us and obtain control, we recognize the cash receipts in proceeds and advances from the sale of PP&E.

Acquisitions and Divestitures

Fiscal Year 2026

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

On January 2, 2026, we 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, we 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.

We are 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, we 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, we completed the acquisition of Pharmaceutics International, Inc.

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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, we 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 our 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

We 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, we 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 we continued to report the operating results for the Mobility Business in our Condensed Consolidated Statements of Operations in the DMS segment until the Closing Date.

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

As a result of the transaction, we 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, we agreed to indemnify BYDE from certain liabilities that may arise post-close that relate to periods prior to the Closing Date.

We 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 our Condensed Consolidated Statements of Operations.

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

(“JCI”), we divested our operations in Italy.

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

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

The operating results of this business were immaterial to our consolidated results of operations.

Refer to Note 15 – “Business Acquisitions and Divestitures” to the Condensed Consolidated Financial Statements for discussion.

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Cash and Cash Equivalents

As of May 31, 2025, we had approximately $1.5 billion in cash and cash equivalents, of which a significant portion was held by our foreign subsidiaries.

Most of our foreign cash and cash equivalents as of May 31, 2025, could be repatriated to the United States without potential tax expense.

As of November 30, 2025, we had approximately $1.6 billion in cash and cash equivalents, of which a significant portion was held by our foreign subsidiaries.

Most of our foreign cash and cash equivalents as of November 30, 2025, could be repatriated to the United States without potential tax expense.

Notes Payable and Credit Facilities

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Other — — — 1 1 — — 2

Balance as of May 31, 2025 $ 498 $ 498 $ 595 $ 499 $ 497 $ 297 $ — $ 2,884

Maturity Date Jan 12, 2028 Jan 15, 2030 Jan 15, 2031 Apr 15, 2026 May 15, 2027 Feb 1, 2029 Jan 22, 2026 and Jan 22, 2028 (2)

Balance as of November 30, 2025 $ 499 $ 498 $ 595 $ 500 $ 498 $ 297 $ — $ 2,887

Maturity Date Jan 12, 2028 Jan 15, 2030 Jan 15, 2031 Apr 15, 2026 May 15, 2027 Feb 1, 2029 Jun 18, 2030

Original Facility/ Maximum Capacity $500 million

$4.0 billion (1)

(1) As of May 31, 2025, we had $4.0 billion in available unused borrowing capacity under our 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, we had $4.0 billion in available unused borrowing capacity under our 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.

We have a borrowing capacity of up to $3.2 billion under our commercial paper program.

Commercial paper borrowings with an original maturity of 90 days or less are recorded net within the Condensed Consolidated Statements of Cash Flows, and have been excluded from the table above.

(2) On June 18, 2025, we 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 our 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 our entry into the Agreement, we 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 our 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.

We have a shelf registration statement with the SEC registering the potential sale of an indeterminate amount of debt and equity securities in the future to augment our liquidity and capital resources.

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A violation of these covenants could negatively impact our liquidity by restricting our ability to borrow under the notes payable and credit facilities and potentially causing acceleration of amounts due under these notes payable and credit facilities.

As of May 31, 2025, and August 31, 2024, we were in compliance with our debt covenants.

As of November 30, 2025, and August 31, 2025, we were in compliance with our debt covenants.

Refer to Note 6 – “Notes Payable and Long-Term Debt” to the Condensed Consolidated Financial Statements for further details.

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We continue servicing the receivables sold and in exchange receive an immaterial servicing fee under the global asset-backed securitization program.

We do not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as we estimate that the fee we receive 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 our 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 our global asset-backed securitization program, we are 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 we have continuing involvement was approximately $375 million and $338 million as of May 31, 2025, and August 31, 2024, respectively.

During the three months and nine months ended May 31, 2025, we sold $1.2 billion and $3.3 billion, respectively, of trade accounts receivable, and we received cash proceeds of $1.2 billion and $3.2 billion, 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 we have continuing involvement was approximately $386 million and $372 million as of November 30, 2025, and August 31, 2025, respectively.

During the three months ended November 30, 2025, we sold $1.1 billion of trade accounts receivable, and we received cash proceeds of $1.0 billion.

The receivables that were sold were removed from the Condensed Consolidated Balance Sheets and the cash received was included as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.

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, we were in compliance with all covenants under our 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, we were in compliance with all covenants under our global asset-backed securitization program.

Refer to Note 7 – “Asset-Backed Securitization Program” to the Condensed Consolidated Financial Statements for further details on the program.

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In conjunction with our trade accounts receivable sale programs, we are 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 we have continuing involvement was approximately $852 million and $367 million as of May 31, 2025, and August 31, 2024, respectively.

During the three months and nine months ended May 31, 2025, we sold $3.6 billion and $7.4 billion, respectively, of trade accounts receivable under these programs and we received cash proceeds of $3.6 billion and $7.3 billion, respectively.

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

During the three months ended November 30, 2025, we sold $3.7 billion of trade accounts receivable under these programs and we received cash proceeds of $3.7 billion.

The following table sets forth selected consolidated cash flow information (in millions):

Nine months ended

May 31, 2025 May 31, 2024

Three months ended

November 30, 2025 November 30, 2024

Net cash provided by operating activities

$ 1,052 $ 1,181

Net cash (used in) provided by investing activities

Net cash used in investing activities

Net cash used in financing activities

(1,165) (1,989)

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)

Operating Activities

Net cash provided by operating activities during the nine months ended May 31, 2025, was primarily due to an increase in accounts payable, accrued expense and other liabilities and non-cash expenses and net income.

Net cash provided by operating activities was partially offset by an increase in prepaid expenses and other current assets, an increase in inventories, an increase in accounts receivable and an increase in contract assets.

Net cash provided by operating activities during the three months ended November 30, 2025, was primarily due to an increase in accounts payable, accrued expense and other liabilities and non-cash expenses and net income.

Net cash provided by operating activities was partially offset by an increase in prepaid expenses and other current assets, an increase in accounts receivable, and an increase in contract assets.

The increase in accounts payable, accrued expenses and other liabilities is primarily due to the timing of purchases and cash payments.

The increase in prepaid expenses and other current assets is primarily 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.

The increase in inventories is primarily to support expected sales levels in the fourth quarter of fiscal year 2025.

The increase in prepaid expenses and other current assets is primarily driven by the timing of purchases of customer-controlled consignment components and the timing of payments.

The increase in accounts receivable is primarily driven by the timing of collections.

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Investing Activities

Net cash used in investing activities during the nine months ended May 31, 2025, consisted primarily of the acquisition of Pharmaceutics International, Inc., Mikros Technologies LLC and certain other third-party assets and capital expenditures, principally to support ongoing business in the Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce segments, partially offset by proceeds and advances from the sale of property, plant and equipment and a working capital adjustment related to the divestiture of our Mobility Business.

Net cash used in investing activities during the three months ended November 30, 2025, consisted primarily of the acquisition of Rebound Technologies and capital expenditures, principally to support ongoing business in the Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce segments, partially offset by proceeds and advances from the sale of property, plant and equipment.

Financing Activities

Net cash used in financing activities during the nine months ended May 31, 2025, was primarily due to (i) payments for debt agreements, (ii) the repurchase of our common stock under our share repurchase authorization, (iii) treasury stock minimum tax withholding related to vesting of restricted stock, and (iv) dividend payments.

Net cash used in financing activities was partially offset by (i) borrowings under debt agreements and (ii) net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan.

Net cash used in financing activities during the three months ended November 30, 2025, was primarily due to (i) payments for debt agreements, (ii) the repurchase of our common stock under our share repurchase authorization, (iii) treasury stock minimum tax withholding related to vesting of restricted stock, and (iv) dividend payments.

Net cash used in financing activities was partially offset by borrowings under debt agreements.

Capital Expenditures

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We repurchase shares of our common stock under share repurchase programs authorized by our 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 our 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, we make payments to the participating financial institutions and receive 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, we entered into ASR agreements to repurchase $310 million, excluding excise tax, of our common stock.

Under the ASR agreements, we made payments of $310 million to participating financial institutions and received an initial delivery of shares of common stock.

In March 2025, an 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, we entered into ASR agreements to repurchase $309 million, excluding excise tax, of our common stock.

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

(1) In October 2025, we entered into ASR agreements to repurchase $45 million, excluding excise tax, of our common stock.

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

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

(2) In December 2025, we 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.

The delivery of any remaining shares will occur at the final settlement of the transactions under the ASR agreements.

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

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.

On December 27, 2024, we issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC to acquire up to 1,158,539 of our ordinary shares of our (“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, 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.

We account for the Warrant as an equity instrument within additional paid-in-capital on the Condensed Consolidated Balance Sheets, and the provision for the warrant is recorded as a reduction to revenue on the Condensed Consolidated Statements of Operations.

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

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

The 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 our common stock.

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

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

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Shares vested —

Outstanding as of May 31, 2025

Exercisable as of May 31, 2025

Outstanding as of November 30, 2025

Exercisable as of November 30, 2025

Contractual Obligations

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Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024.

As of the date of this report, there have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis