What changed in this filing

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Item 1. Financial Statements

2026-04-08 compared with 2026-01-09 · 177 added, 136 removed, 562 unchanged (36% of the section changed)

3 unchanged sentences

(in millions, except for share data)

November 30, 2025

February 28, 2026

(Unaudited) August 31, 2025

6 unchanged sentences

Total current assets 15,009 13,720

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

Property, plant and equipment, net of accumulated depreciation of $ 5,071 as of February 28, 2026, and $ 4,970 as of August 31, 2025

Operating lease right-of-use assets 487 462

22 unchanged sentences

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

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

279,404,569 and 278,092,060 shares issued and 105,818,234 and 107,480,895 shares outstanding as of February 28, 2026 and August 31, 2025, respectively

Additional paid-in capital 3,149 3,047

1 unchanged sentence

Accumulated other comprehensive loss

( 22 ) ( 17 )

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

Treasury stock at cost, 173,586,335 and 170,611,165 shares as of February 28, 2026 and August 31, 2025, respectively

( 8,538 ) ( 7,899 )

8 unchanged sentences

(in millions, except for per share data)

Three months ended

November 30, 2025 November 30, 2024

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Net revenue $ 8,282 $ 6,728 $ 16,587 $ 13,722

6 unchanged sentences

Restructuring, severance and related charges 5 45 81 128

Gain from the divestiture of businesses ( 2 ) —

Loss from the divestiture of businesses 2 — — —

Acquisition and divestiture related charges 6 8 21 8

5 unchanged sentences

Net income 222 117 368 217

Net income attributable to noncontrolling interests, net of tax — —

Net loss attributable to noncontrolling interests, net of tax ( 1 ) — ( 1 ) —

Net income attributable to Jabil Inc.

$ 223 $ 117 $ 369 $ 217

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

8 unchanged sentences

(in millions)

Three months ended

November 30, 2025 November 30, 2024

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Net income $ 222 $ 117 $ 368 $ 217

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss), net of tax:

Change in foreign currency translation 4 ( 3 ) — ( 6 )

Change in derivative instruments 17 11 15 7

Actuarial loss

— ( 1 ) — ( 1 )

Prior service credit

Total other comprehensive loss ( 5 ) ( 6 )

Total other comprehensive income 22 8 17 2

Comprehensive income $ 244 $ 125 $ 385 $ 219

Comprehensive income attributable to noncontrolling interests — —

Comprehensive loss attributable to noncontrolling interests ( 1 ) — ( 1 ) —

Comprehensive income attributable to Jabil Inc.

$ 245 $ 125 $ 386 $ 219

See accompanying notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in millions)

Three months ended

November 30, 2025 November 30, 2024

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Total stockholders' equity, beginning balances

3 unchanged sentences

Beginning balances 3,108 3,002 3,047 2,841

Shares issued under employee stock purchase plan 39 33 39 33

Disposition of noncontrolling interest — — — 2

1 unchanged sentence

Recognition of stock-based compensation 25 18 88 62

Reclassification of liability award — 4 — 4

Provision for common stock warrant 2 1 4 1

4 unchanged sentences

Net income attributable to Jabil Inc.

223 117 369 217

Ending balances 6,733 5,960 6,733 5,960

1 unchanged sentence

Beginning balances ( 22 ) ( 52 ) ( 17 ) ( 46 )

Total other comprehensive loss

Total other comprehensive income

Ending balances — ( 44 ) — ( 44 )

7 unchanged sentences

Beginning balances 3 — 4 —

Net income attributable to noncontrolling interests — —

Net loss attributable to noncontrolling interests ( 1 ) — ( 1 ) —

Other noncontrolling interest activity 1 — — —

Capital contribution of noncontrolling interest 2 — 2 —

Ending balances 5 — 5 —

5 unchanged sentences

(in millions)

Three months ended

November 30, 2025 November 30, 2024

Six months ended

February 28, 2026 February 28, 2025

Cash flows provided by operating activities:

10 unchanged sentences

( 963 ) ( 503 )

Cash flows used in financing activities:

Cash flows provided by (used in) financing activities:

Borrowings under debt agreements 1,678 334

2 unchanged sentences

Dividends paid to stockholders ( 18 ) ( 19 )

Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan 39 33

Treasury stock minimum tax withholding related to vesting of restricted stock ( 65 ) ( 41 )

Net cash used in financing activities

( 503 ) ( 312 )

Other, net ( 17 ) ( 3 )

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents 6 ( 6 )

10 unchanged sentences

GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by U.S.

Accordingly, they do not include all of the information and notes required by U.S.

GAAP for complete financial statements.

2 unchanged sentences

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

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.

Results for the six months ended February 28, 2026, 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 $ 564 million and $ 927 million as of November 30, 2025, and August 31, 2025, respectively.

The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $ 682 million and $ 927 million as of February 28, 2026, 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

November 30, 2025 November 30, 2024

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Trade accounts receivable sold $ 4,750 $ 2,027 $ 8,499 $ 3,713

1 unchanged sentence

Pre-tax losses on sale of receivables (1)

$ 20 $ 11 $ 37 $ 21

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

Inventories consist of the following (in millions):

November 30, 2025 August 31, 2025

February 28, 2026 August 31, 2025

Raw materials $ 4,154 $ 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 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.

As of February 28, 2026, and August 31, 2025, the Company had $ 1.5 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 November 30, 2025, were as follows (in millions):

The future minimum lease payments under these new leases as of February 28, 2026, were as follows (in millions):

Payments due by period

10 unchanged sentences

Goodwill and Other Intangible Assets

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):

The following table presents the changes in goodwill allocated to the Company’s reportable segments during the six months ended February 28, 2026 (in millions):

Regulated Industries Intelligent Infrastructure

4 unchanged sentences

Change in foreign currency exchange rates 5 — — 5

Balance as of November 30, 2025

Balance as of February 28, 2026

$ 678 $ 459 $ 92 $ 1,229

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

(1) In connection with the acquisitions of Hanley Energy Group (“Hanley”) and 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):

November 30, 2025 August 31, 2025

February 28, 2026 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) November 30, 2025 (1)

(in years) February 28, 2026 (1)

August 31, 2025

7 unchanged sentences

Total intangible assets 10 $ 1,283 $ ( 635 ) $ 648 $ 866 $ ( 593 ) $ 273

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

(1) In connection with the acquisition of Hanley, the Company acquired $ 366 million of identifiable intangible assets, including $ 235 million assigned to contractual agreements and customer relationships, $ 86 million assigned to intellectual property and $ 46 million assigned to finite-lived trade names.

In connection with the acquisition of Rebound Technologies, the Company acquired $ 48 million of identifiable intangible assets.

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

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

Intangible asset amortization during the three months and six months ended February 28, 2026 was approximately $ 23 million and $ 42 million, respectively.

Intangible asset amortization during the three months and six months ended February 28, 2025 was approximately $ 15 million and $ 28 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 November 30, 2025, and August 31, 2025, are summarized below (in millions):

Maturity Date November 30, 2025 August 31, 2025

Notes payable and long-term debt outstanding as of February 28, 2026, and August 31, 2025, are summarized below (in millions):

Maturity Date February 28, 2026 August 31, 2025

3.950 % Senior Notes

10 unchanged sentences

Feb 1, 2029 298 297

4.200 % Senior Notes (1)

Feb 1, 2029 497 —

4.750 % Senior Notes (1)

Feb 1, 2033 491 —

Borrowings under credit facilities (2)

4 unchanged sentences

$ 3,376 $ 2,386

(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”).

(1) On January 23, 2026, the Company issued $ 500 million aggregate principal amount of 4.200 % Senior Notes due 2029 (the “ 4.200 % Senior Notes”) and $ 500 million aggregate principal amount of 4.750 % Senior Notes due 2033 (the “ 4.750 % Senior Notes”) in an underwritten public offering.

The Company intends to use the net proceeds for general corporate purposes, including the repayment of the $ 500 million aggregate principal amount of 1.700 % Senior Notes due in April 2026.

(2) As of February 28, 2026, the Company had $ 4.2 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.

5 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 %, 5.450 %, 4.200 % or 4.750 % Senior Notes upon a change of control.

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

As of February 28, 2026, 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.

7 unchanged sentences

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 November 30, 2025.

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.

The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $ 411 million and $ 372 million as of February 28, 2026, 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

November 30, 2025 November 30, 2024

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Trade accounts receivable sold $ 1,078 $ 980 $ 2,136 $ 2,047

2 unchanged sentences

Pre-tax losses on sale of receivables (2)

$ 8 $ 10 $ 18 $ 22

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

1 unchanged sentence

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.

As of February 28, 2026, 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):

November 30, 2025 August 31, 2025

February 28, 2026 August 31, 2025

Inventory deposits $ 1,212 $ 1,205

3 unchanged sentences

Accrued expenses $ 5,695 $ 5,185

(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.

(1) Revenue recognized during the three months and six months ended February 28, 2026 that was included in the contract liability balance as of August 31, 2025, was $ 177 million and $ 364 million, respectively.

Revenue recognized during the three months and six months ended February 28, 2025 that was included in the contract liability balance as of August 31, 2024, was $ 139 million and $ 289 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.

Changes in fair value of derivative instruments are recorded in the Condensed Consolidated Statements of Operations, or as a component of accumulated other comprehensive income (“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 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.

The aggregate notional amount of these outstanding contracts as of February 28, 2026, and August 31, 2025, was $ 499 million and $ 433 million, respectively.

The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between March 1, 2026, and February 28, 2027.

Net Investment Hedges

1 unchanged sentence

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

Maturity date November 30, 2025 August 31, 2025

Maturity date February 28, 2026 August 31, 2025

October 2025 $ — $ 103

2 unchanged sentences

July 2026 166 45

October 2026 59 —

July 2027 117 —

Total $ 386 $ 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.

Gains and losses recognized in earnings due to amounts excluded from effectiveness testing were not material during the three months and six months ended February 28, 2026, and 2025.

Non-Designated Derivatives

1 unchanged sentence

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.

The aggregate notional amount of these outstanding contracts as of February 28, 2026, and August 31, 2025, was $ 2.7 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 and six months ended February 28, 2026, and 2025.

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.

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.

As of February 28, 2026, there are no outstanding interest rate swaps.

Contemporaneously with the issuance of the 4.750 % Senior Notes in January 2026, the Company settled cash flow hedges with an aggregate notional amount of $ 400 million, with various effective dates from March 2025 through December 2025.

The cash received for the cash flow hedges at settlement was immaterial.

The settled cash flow hedges are recorded in the Condensed Consolidated Balance Sheets as a component of AOCI and are amortized to interest expense, net in the Condensed Consolidated Statements of Operations.

Stockholders’ Equity

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

Three months ended

November 30, 2025 November 30, 2024

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Restricted stock units $ 19 $ 15 $ 77 $ 55

1 unchanged sentence

Total $ 27 $ 21 $ 90 $ 65

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

As of February 28, 2026 , the shares available to be issued under t he 2021 Equity Incentive Plan were 6,556,271 .

Restricted Stock Units

5 unchanged sentences

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 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.

During the six months ended February 28, 2026, and 2025, the Company awarded approximately 0.4 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

February 28, 2026

Unrecognized stock-based compensation expense – restricted stock units $ 92

2 unchanged sentences

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

Three months ended

November 30, 2025 November 30, 2024

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Common stock outstanding:

2 unchanged sentences

Shares issued under employee stock purchase plan

210,729 355,851 210,750 355,851

Vesting of restricted stock

5 unchanged sentences

105,818,234 109,539,804 105,818,234 109,539,804

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

6 unchanged sentences

Q4 FY 2025 $ 1,000 3.0 $ 666 $ 334

(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.

(1) As of February 28, 2026, 2.7 million shares had been repurchased for $ 600 million and $ 400 million remained available under the 2026 Share Repurchase Program.

As of April 1, 2026, 3.0 million shares had been repurchased for $ 666 million and $ 334 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.

The final number of shares delivered upon settlement of the ASR agreements is determined based on a discount to the volume weighted average price of the Company’s common stock during the term of the agreements.

At the time the shares are received by the Company, the initial delivery and the final receipt of shares upon settlement of the ASR agreements results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

At the time the shares are received by the Company, the initial delivery and the final delivery of shares upon settlement of the ASR agreements results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

The terms of ASR agreements, structured as outlined above, were as follows (in millions, except average price):

7 unchanged sentences

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

In December 2025, the ASR transaction was completed and the final delivery of shares of common stock was received.

(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.

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

In March 2026, the ASR transaction was completed and the final delivery of shares of common stock was received.

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

Three months ended

November 30, 2025 November 30, 2024

Shares Cost Shares Cost

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Shares Cost Shares Cost Shares Cost Shares Cost

Open market share repurchases (1)

0.5 $ 100 0.7 $ 94 1.7 $ 355 2.5 $ 326

(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.

(1) As of April 1, 2026, 2.0 million shares had been repurchased for $ 421 million through open market transactions under the 2026 Share Repurchase Program.

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 six months ended February 28, 2026:

Warrant Shares

Outstanding as of August 31, 2025

Changes during the period

Shares granted —

Shares vested —

Outstanding as of February 28, 2026

Exercisable as of February 28, 2026

Concentration of Risk and Segment Data

1 unchanged sentence

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

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.

During the six months ended February 28, 2026, the Company’s five largest customers accounted for approximately 38 % of its net revenue and 78 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.

21 unchanged sentences

Three months ended

November 30, 2025 November 30, 2024

February 28, 2026 February 28, 2025

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

5 unchanged sentences

Segment income margin 4.8 % 5.7 % 4.9 % 5.3 % 4.8 % 5.3 % 4.5 % 5.0 %

Three months ended

November 30, 2025 November 30, 2024

Six months ended

February 28, 2026 February 28, 2025

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

Point in time $ 251 $ 4,683 $ 952 $ 5,886 $ 268 $ 2,323 $ 820 $ 3,411

Over time 5,848 3,198 1,655 10,701 5,430 2,820 2,061 10,311

Net revenue $ 6,099 $ 7,881 $ 2,607 $ 16,587 $ 5,698 $ 5,143 $ 2,881 $ 13,722

Segment expenses $ 5,777 $ 7,448 $ 2,472 $ 15,697 $ 5,428 $ 4,882 $ 2,731 $ 13,041

Segment income $ 322 $ 433 $ 135 $ 890 $ 270 $ 261 $ 150 $ 681

Segment income margin 5.3 % 5.5 % 5.2 % 5.4 % 4.7 % 5.1 % 5.2 % 5.0 %

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Segment income $ 436 $ 334 $ 890 $ 681

Reconciling items:

4 unchanged sentences

Business interruption and impairment charges, net (2)

Gain from the divestiture of businesses 2 —

Loss from the divestiture of businesses ( 2 ) — — —

Acquisition and divestiture related charges (3)

( 6 ) ( 8 ) ( 21 ) ( 8 )

Other expense (net of periodic benefit cost) ( 30 ) ( 24 ) ( 59 ) ( 45 )

1 unchanged sentence

Income before income tax $ 300 $ 184 $ 520 $ 323

(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.

(1) Charges recorded during the three months and six months ended February 28, 2026, relate to targeted restructuring activities to optimize our cost structure and improve operational efficiencies.

Charges recorded during the three months and six months ended February 28, 2025, primarily related to the 2025 Restructuring Plan.

(2) Charges recorded during the six months ended February 28, 2025, 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 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

(3) Charges recorded during the three months and six months ended February 28, 2026, include $ 11 million and $ 8 million, respectively, of gains on forward foreign exchange contracts in connection with the acquisition of Hanley Energy Group.

February 28, 2026 August 31, 2025

Total assets:

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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

November 30, 2025

November 30, 2024

Three months ended Six months ended

February 28, 2026

February 28, 2025 February 28, 2026

February 28, 2025

Foreign source revenue 72.6 % 77.0 % 72.7 % 78.9 %

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

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)

Three months ended Six months ended

February 28, 2026 (1)

February 28, 2025 (2)

February 28, 2026 (1)

February 28, 2025 (2)

Employee severance and benefit costs $ 1 $ 18 $ 33 $ 45

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Total restructuring, severance and related charges (3)

$ 5 $ 45 $ 81 $ 128

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

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

Three months ended

November 30, 2025 November 30, 2024

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Total restructuring, severance and related charges:

4 unchanged sentences

Total $ 5 $ 45 $ 81 $ 128

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

The table below summarizes the Company’s liability activity during the six months ended February 28, 2026 (in millions):

Employee Severance

5 unchanged sentences

Cash payments ( 34 ) — — ( 9 ) ( 43 )

Balance as of November 30, 2025

Balance as of February 28, 2026

$ 15 $ — $ — $ 12 $ 27

5 unchanged sentences

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

Three months ended

November 30, 2025 November 30, 2024

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

federal statutory income tax rate 21.0 % 21.0 % 21.0 % 21.0 %

Effective income tax rate 26.2 % 36.2 % 29.3 % 32.7 %

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 for the three months and six months ended February 28, 2026, compared to the three months and six months ended February 28, 2025, 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 and six months ended February 28, 2026 and (ii) an $ 18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the six months ended February 28, 2025.

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

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 .

federal statutory income tax rate of 21.0% during the three months and six months ended February 28, 2026 and 2025, primarily due to:

Earnings Per Share and Dividends

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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

November 30, 2025 November 30, 2024

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Restricted stock units 231.9 334.3 231.9 334.3

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):

The following table sets forth cash dividends declared by the Company to common stockholders during the six months ended February 28, 2026, and 2025 (in millions, except for per share data):

Declaration Date Dividend

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

January 22, 2026 $ 0.08 $ 9 February 17, 2026 March 3, 2026

Fiscal Year 2025:

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

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

Business Acquisitions and Divestitures

Fiscal Year 2026

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.

On January 2, 2026, the Company completed the acquisition of Hanley Energy Group (“Hanley”) for cash consideration transferred of $ 748 million.

Pursuant to the purchase agreement, the Company recorded the estimated fair value of 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.

The acquisition will help expand Jabil’s rack-level data center infrastructure capabilities and solutions.

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

Assets acquired of $ 899 million, including $ 366 million in intangible assets and $ 340 million in goodwill, and liabilities assumed of $ 151 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 as the Company receives final information and completes its analysis.

The primary areas that may be subject to revision include fair values of intangible assets, goodwill, and related tax attributes.

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.

Goodwill is primarily attributable to expected synergies in data center power management.

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 January 2, 2026.

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

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

3 unchanged sentences

Assets acquired of $ 176 million, including $ 48 million in intangible assets and $ 44 million in goodwill, and liabilities assumed of $ 43 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 preliminary estimates and measurements are subject to change during the measurement period as the Company receives final information and completes its analysis.

The primary areas that may be subject to revision include fair values of intangible assets, goodwill and related tax attributes.

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.

5 unchanged sentences

(“Pii”) for cash consideration transferred of $ 309 million.

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

Pii is a contract development and manufacturing organization specializing in early stage, clinical, and commercial volume aseptic filling, lyophilization, and oral solid dose manufacturing.

2 unchanged sentences

Assets acquired of $ 358 million, including $ 149 million in intangible assets and $ 142 million in goodwill, and liabilities assumed of $ 49 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 Regulated Industries segment.

21 unchanged sentences

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.

As of February 28, 2026 and August 31, 2025, there were $ 627 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 February 28, 2026 and August 31, 2025.

Fair Value of Financial Instruments

3 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):

November 30, 2025 August 31, 2025

February 28, 2026 August 31, 2025

Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value

12 unchanged sentences

$ 298 $ 311 $ 297 $ 308

4.200 % Senior Notes

$ 497 $ 501 $ — $ —

4.750 % Senior Notes

$ 491 $ 498 $ — $ —

(1) The fair value estimates are based upon observable market data.

16 unchanged sentences

You are advised, however, to consult any further disclosures we make on related subjects.

Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A to this Quarterly Report on Form 10-Q and in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended August 31, 2025 such as, scheduling production, managing growth and capital expenditures and maximizing the efficiency of our manufacturing capacity effectively;

Factors that might cause such differences include, but are not limited to, those discussed in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended August 31, 2025 such as, scheduling production, managing growth and capital expenditures and maximizing the efficiency of our manufacturing capacity effectively;

managing rapid declines or increases in customer demand and other related customer challenges that may occur;

27 unchanged sentences

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 1. Financial Statements