TD SYNNEX CORP 10-Q

ITEM 5. Other Information On March 29, 2024, the Company, and its subsidiary SIT Funding Corporation (“SIT”), which is the borrower thereunder, amended the Company's accounts receivable securitization program (the “Trade Receivables Securitization”) by entering into Amendment No. 4 (the “Amendment”) to the Fifth Amended and Restated Receivables Funding and Administration Agreement (the “RFA”), among the Company, SIT, the lenders and managing agents party thereto, and The Toronto-Dominion Bank Ltd., as administrative agent. The Amendment (i) provides that the Dilution Trigger Ratio has no effect for the period from March 31, 2024 to April 22, 2024, (ii) provides that on and after April 22, 2024, no termination event relating to the Dilution Trigger Ratio will occur if at the time of such event the outstanding principal amount is zero, and (iii) provides SIT will not be permitted to draw on the facility at any time the Dilution Trigger Ratio is above 5.75% (the current threshold for a termination event). The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment which is attached hereto and filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. Trading Arrangements During the three months ended February 29, 2024, none of the Company's directors or officers adopted , amended, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as those terms are defined in Regulation S-K, Item 408. 44 Table of contents ITEM 6. Exhibits Exhibit Number Description of Document 1.1 Underwriting Agreement, dated as of January 2 9 , 202 4 , among TD SYNNEX Corporation, the selling stockholders named therein and the several underwriters named therein (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on January 31 , 202 4 ). 3(i).1 Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3(i).1 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2022). 3(ii).1 Amended and Restated Bylaws (incorporated by reference to Exhibit 3(ii).1 to the Company’s Annual Report on Form 10-K filed on January 24, 2023). 10.1# Offer Letter dated November 28, 2023, by and between TD SYNNEX and Patrick Zammit (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 30, 2023). 10.2+ Second Omnibus Amendment to the Fifth Amended and Restated Receivables Funding and Administration Agreement and the Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of December 11, 2023 by and among TD SYNNEX Corporation, SIT Funding Corporation, the originators party thereto, the lenders party thereto and the Toronto-Dominion Bank, as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 14, 2023). 10.3+ F ourth Amendment to the Fifth Amended and Rest ated Receivables F unding and Administration Agreement, dated as of March 29 , 2024 by a n d among TD SYNNEX Corporation, SIT Funding Corporation, the originators party thereto, the lenders party thereto and the Toronto-Dominion Bank, as agent . 10.4# Adviso r Agreement with Duane Zitzner dated March 21, 2024. 31.1 Rule 13a-14(a) Certification of Chief Executive Officer. 31.2 Rule 13a-14(a) Certification of Chief Financial Officer. 32.1* Statement of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) # Indicates management contract or compensatory plan or arrangement. * In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. +Schedules (or similar attachments) and certain information have been omitted pursuant to Items 601(a)(5), 601(a)(6) and/or 601(b)(10)(iv) of Regulation S-K. TD SYNNEX hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request; provided, however, that TD SYNNEX may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. 45 Table of contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 4, 2024 TD SYNNEX CORPORATION By: /s/ Richard T. Hume Richard T. Hume President and Chief Executive Officer (Duly authorized officer and principal executive officer) By: /s/ Marshall W. Witt Marshall W. Witt Chief Financial Officer (Duly authorized officer and principal financial officer) 46