TD SYNNEX CORP 10-Q

ITEM 5. Other Information Trading Arrangements On May 1, 2024 , Merline Saintil , a member of the Company’s Board of Directors , adopted a trading arrangement for the sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. Ms. Saintil’s Rule 10b5-1 trading arrangement provides for the sale of up to 468 shares of common stock until March 31, 2025 pursuant to the terms of the plan. On May 8, 2024 , Marshall Witt , the Company’s Chief Financial Officer , adopted a trading arrangement for the sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. Mr. Witt’s Rule 10b5-1 trading arrangement provides for the sale of up to (i) 17,480 shares of common stock (of which 7,549 shares are to be acquired upon the exercise of employee stock options) and (ii) 100% net shares (not yet determinable) of common stock resulting from the vesting of certain equity awards (net shares are net of tax withholding), until June 23, 2025 pursuant to the terms of the plan. 43 Table of contents ITEM 6. Exhibits Exhibit Number Description of Document 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). 4.1 Indenture, dated as of August 9, 2021, by and between TD SYNNEX Corporation and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 9, 2021). 4.2 Fifth Supplemental Indenture, dated as of April 12, 2024, by and between TD SYNNEX Corporation and Citibank, N.A., as trustee (incor porated by referen ce to Exhibit 4.2 to the Company's Cu rrent Report on Form 8-K filed on April 12, 2024). 4.3 Form of 6.100% Senior Notes due 2034 (included as Exhibit A to Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on April 12, 2024). 10.1+ Amended and Restated Credit Agreement, dated as of April 16, 2024, by and among TD SYNNEX Corporation, the lenders party thereto and Citibank, N.A., as agen t (incorporated by reference to Exhibit 10.1 to the Company's Cu rrent Report on Form 8-K filed on April 22, 2024). 10.2+ Credit Agreement, dated as of April 19, 2024, by and among TD SYNNEX Corporation, the lenders party thereto and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 to the Com pany's Current Report on Form 8-K filed on April 22, 2024). 10.3+ Fourth Amendment to the Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of March 29, 2024 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 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2024). 10.4# Advisor Agreement with Duane Zitzner dated March 21, 2024 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2024). 10.5# TD SYNNEX Corporation 2024 Employee Stock Purchase Plan (incorporated by reference to the Company’s 2024 Proxy Statement on Schedule 14A (File No. 001-31892) filed on February 5, 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. 44 Table of contents +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: July 3, 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