What changed in this filing

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Item 1A. Risk Factors

2026-01-27 compared with 2025-01-24 · 60 added, 39 removed, 377 unchanged (21% of the section changed)

28 unchanged sentences

Our operating results are affected by the seasonality of the IT products and services industry.

We have historically experienced slightly higher sales in our first and fourth fiscal quarters due to patterns in the capital budgeting, federal government spending and purchasing cycles of our customers and end-users.

We have historically experienced slightly higher sales in our fourth fiscal quarter due to patterns in the capital budgeting, federal government spending and purchasing cycles of our customers and end-users.

These historical patterns may not be repeated in subsequent periods.

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For example, sales of Apple Inc.

products and services comprised approximately 12%, 11% , and 11% of our total revenue for fiscal years 2024, 2023, and 2022, respectively, and sales of HP Inc.

products and services comprised approximately 10% of our total revenue for fiscal year 2022.

products and services comprised approximately 12%, 12% , and 11% of our total revenue for fiscal years 2025, 2024, and 2023, respectively and sales from HP, Inc.

comprised approximately 10% of our total revenue for fiscal year 2025.

Our OEM supplier agreements typically are short-term and may be terminated without cause upon short notice.

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Sales also may be affected if our reseller and retail customers are unable to access our pricing and product availability information.

We also rely on the Internet, and in particular EDI and XML, for a large portion of our orders and information exchanges with our OEM suppliers and reseller and retail customers.

We also rely on the Internet, including EDI, XML, API, and web-based communication links and mobile platform applications, for a large portion of our orders and information exchanges with our OEM suppliers and reseller and retail customers.

The Internet and individual websites have experienced a number of disruptions, slowdowns and security breakdowns, some of which were caused by organized attacks.

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Disruption of our website or the Internet in general could impair our order processing or more generally prevent our OEM suppliers and reseller and retail customers from accessing information.

Additionally, technologies used in or integrated into our operations, such as AI, automation and cloud-based services, may change how our existing business processes are conducted and could adversely affect our operations.

A significant increase in our IT costs or a temporary or permanent loss of our IT systems could harm our relationships with our customers.

The occurrence of any of these events could have an adverse effect on our operations and financial results.

Issues related to the development and use of AI could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm our business.

We currently incorporate AI technology in certain offerings and in our business operations.

AI systems are complex, rapidly changing, and may not operate as intended.

Use of AI could lead to unintended consequences, including exposing us to additional risks related to cybersecurity, privacy and data security, such as the risk of increased vulnerability to cybersecurity threats and exposure, impacts to the stability of our operations, the inadvertent disclosure, misuse, or corruption of intellectual property, confidential, personal, or competitively sensitive information that could affect our reputation.

AI algorithms and datasets may also contain errors or biases or produce unexpected or unintended outcomes.

Our efforts to expand AI capabilities within our products and internal functions involve risks, costs and operational challenges.

Although we aim to design, develop, and deploy AI responsibly and to identify and mitigate associated ethical, legal and technical risks, we may not detect or resolve issues before they occur.

AI technologies are complex and rapidly evolving, we face significant competition in the market and from other companies regarding such technologies.

Further, the legal and regulatory landscape for AI is rapidly evolving and uncertain, and requirements may differ across jurisdictions.

Compliance with new or existing AI-related laws, regulations, or government guidance—including emerging frameworks such as those in the European Union—may impose significant costs, restrict our ability to integrate certain AI capabilities, or expose us to liability.

Failures, deficiencies, or misuse of AI technologies could result in regulatory inquiries or actions, litigation or reputational damage, any of which could materially harm our business.

Because of the experience of our key personnel in the IT industry and their technological and industry expertise, if we were to lose any of our key personnel, it could inhibit our ability to operate and grow our business successfully.

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If new debt is added to our current debt levels, the related risks that we now face could intensify.

Although the TD SYNNEX Credit Agreement (as defined in the Liquidity and Capital R esources section of Item 7 of this Report) contains restrictions on the incurrence of additional indebtedness by our subsidiaries, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.

Although the TD SYNNEX Credit Agreement (as defined in the Liquidity and Capital Resources section of Item 7 of this Report) contains restrictions on the incurrence of additional indebtedness by our subsidiaries, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.

Changes in our credit rating may increase our interest expense or other costs of capital.

Certain of our financing instruments involve variable rate debt, thus exposing us to the risk of fluctuations in interest rates.

In addition, the interest rate payable on our Senior Notes, our revolving and term loan credit agreement and certain other debt instruments is subject to adjustment from time to time if our credit rating is downgraded.

In addition, the interest rate payable on certain of our Senior Notes, our revolving and term loan credit agreement and certain other debt instruments is subject to adjustment from time to time if our credit rating is downgraded.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.

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We have, in the past, experienced decreases in demand and we anticipate that the industries we operate in will be subject to a high degree of cyclicality in the future.

Softening demand for our products and services caused by economic downturns and over-capacity may impact our revenue, as well as the salability of inventory and collection of reseller and retail customer accounts receivable.

Softening demand for our products and services caused by economic downturns and over-capacity may impact our revenue, as well as the salability of inventory and collection of reseller and

retail customer accounts receivable.

In addition, if we are not able to adequately adapt to the emergence of new technology or customer demand, such as cloud-based IT infrastructure and technology-as-a-service, our future operating results could be adversely affected.

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We may be unable to successfully respond to and manage our business in light of industry developments and trends.

As end-users migrate to cloud-based IT infrastructure and technology-as-a-service, sales of hardware products may be reduced, thereby negatively impacting our operating results.

As end-users migrate to AI-enabled offerings, cloud-based IT infrastructure and technology-as-a-service, sales of hardware products may be reduced, thereby negatively impacting our operating results.

Also crucial to our success in managing our operations is our ability to achieve additional economies of scale.

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For example, in the past, several foreign currencies in which we transact business depreciated against the U.S.

dollar, including the euro and the Japanese yen, which adversely affected the results of operations of our Europe and APJ segments in the applicable periods.

dollar, including the euro, Canadian dollar and Japanese yen, which adversely affected our results of operations in the applicable periods.

In addition, the value of our equity investment in foreign countries may fluctuate based upon changes in foreign currency exchange rates.

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An increase in freight or shipping charges, the termination of our arrangements with one or more of these independent shipping companies, the failure or inability of one or more of these independent shipping companies to deliver products, or the unavailability of their shipping services, even temporarily, could have an adverse effect on our business and operating results.

Because we conduct substantial operations in China, risks associated with economic, political and social events in China could negatively affect our business and operating results.

A substantial portion of our IT systems operations, including a substantial portion of our IT systems support and software development operations, are located in China.

In addition, we also conduct general and administrative activities from our facilities in China.

Our operations in China are subject to a number of risks relating to China’s economic and political systems, including:

Because a significant portion of our IT systems support and software development activities are located in China, risks associated with economic, political and social events in China could negatively affect our business and operating results.

Our IT systems are an important part of our global operations.

A significant portion of our IT systems support and software development activities are located in China.

We rely on our China-based IT operations and personnel in ongoing software development, maintenance and customer-specific customization work.

We also conduct general and administrative activities from our facilities in China.

Our operations in China subject us to a number of risks relating to China’s economic and political systems and other matters, including:

• a government controlled foreign exchange rate and limitations on the convertibility of the Chinese Renminbi;

• extensive government regulation;

• changing governmental policies relating to tax benefits available to foreign-owned businesses;

• changing governmental policies, including those relating to tax benefits available to foreign-owned businesses;

• the telecommunications infrastructure;

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• uncertainties related to continued economic and social reform;

• limited visibility or predictability, if any, with respect to the foregoing.

In addition, our operations in China may be impacted by geopolitical tensions or global policy changes regarding China, including between the United States and China.

Geopolitical tensions, including with respect to trade disputes or barriers, tariffs, sanctions, import/export restrictions, investment restrictions, or other governmental actions could materially and negatively impact our China-based operations and our access to our China-based personnel.

Further, China’s cybersecurity, data security, data and technology transfer, and similar laws and regulations may restrict or impose constraints on our China-based operations.

Any deterioration of relations between China and the United States, or the perception that relations may deteriorate, could result in a range of adverse governmental actions, including:

• heightened regulatory scrutiny or retaliatory actions directed at U.S.

companies doing business in China;

• limitations on our ability to access or use China-based suppliers, facilities, data, or personnel;

• disruptions to logistics, supply chains, financial transactions, or our ability to repatriate funds from China.

Any disruption to our China-based operations, or restrictions on, or loss of access to, our China-based personnel or systems, could negatively impact our ability to maintain, update, or repair our IT systems and infrastructure, including any customer-specific customization work.

Further, any significant interruption in our China-based operations and service generally, whether resulting from the risks described above or otherwise, could result in delays in our inventory purchasing, errors in order fulfillment, reduced levels of customer service, and other disruptions in operations, any of which could cause our business and operating results to suffer, including materially.

Our IT systems are an important part of our global operations.

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• uncertainty in obtaining tax holiday extensions or expiration or loss of tax holidays in various jurisdictions.

Many jurisdictions have enacted legislation and adopted policies resulting from the Organization for Economic Co-operation and Development’s (“OECD”) Anti-Base Erosion and Profit Shifting project, which generally grants additional taxing rights over profits earned by multinational enterprises to the countries in which their products are sold and services rendered.

Rules adopted in response to this project establish a global per-country minimum tax of 15%, and the European Union has approved a directive requiring members to adopt similar provisions into their respective domestic laws.

The directive requires the rules to initially become effective for fiscal years starting on or after December 31, 2023 (fiscal year 2025 for the Company).

Numerous countries have enacted legislation, or have indicated their intent to adopt legislation, to implement certain aspects of these rules effective January 1, 2024, with general implementation of the remaining global minimum tax rules effective January 1, 2025.

The OECD and implementing countries are expected to continue to make further revisions to their legislation and release additional guidance.

The Organization for Economic Co-operation and Development has published a proposal to establish a new global minimum corporate tax rate of 15%, commonly referred to as Pillar Two.

While the U.S.

has not yet adopted the Pillar Two framework into law, several countries in which we operate have enacted tax legislation based on the Pillar Two framework with certain components of the minimum tax rules effective beginning in 2024 (fiscal year 2025 for us) and further rules becoming effective beginning in 2025 (fiscal year 2026 for us).

Due to these new rules, our income tax expense could be unfavorably impacted as the legislation becomes effective in countries in which we conduct business.

We will continue to monitor the legislation and implementation by individual countries.

We will continue to monitor U.S.

and global legislative action related to Pillar Two for potential impacts.

Certain countries are evaluating their tax policies and regulations, which could affect international business and may have an adverse effect on our overall tax rate, along with increasing the complexity, burden and cost of tax compliance.

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The results from various tax examinations and audits may differ from the liabilities recorded in our financial statements and could adversely affect our financial results and cash flows.

Cyberattacks or the improper disclosure or control of personal information could result in liability and harm our reputation, which could adversely affect our business.

Cyberattacks or the improper disclosure or control of confidential information could result in liability and harm our reputation, which could adversely affect our business.

Our business is heavily dependent upon information technology networks and systems, including those of our vendors, suppliers and partners.

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Additionally, such attacks could compromise our, or our customers' or vendors', intellectual property or confidential information or result in fraud or other financial loss.

For example, in July 2021, we announced publicly that a threat actor had gained access to our systems.

That incident did not have a material impact to the business.

In July 2022 and September 2023, we became aware that a sophisticated threat actor gained access to a portion of our networks and systems.

After conducting a thorough review of those attacks with a leading third-party cybersecurity firm, we determined that those attacks did not have a material impact on us.

Evidence indicates that the threat actor responsible for these incidents is related to, or the same as, the threat actor that previously gained unauthorized access to our systems in July 2021.

In November 2024, we were notified by a partner of one of our wholly owned subsidiaries that a different threat actor gained unauthorized access to the partner’s networks and systems which contained data and information of a few of our subsidiary’s customers.

In response to these threats, we engaged in remedial and preventative actions to remove the threat actor and prevent further unauthorized access to our network, analyzed the information that the threat actors accessed, enhanced our data security and governance program, added additional protective security layers and are cooperating with law enforcement authorities.

For instance, during each of July 2021, July 2022, and September 2023, a threat actor accessed parts of our networks and systems, and evidence suggests that the same individual or related groups were responsible for each incident.

Additionally, in November 2024, we were notified by a partner of one of our wholly owned subsidiaries that a different threat actor gained unauthorized access to the partner’s networks and systems which contained data and information of a few of our subsidiary’s customers.

While we do not believe at this time that these cyber-attacks had a material impact on our systems or operations, should new or different information come to light establishing that the intrusions are broader than now known or if additional attacks occur, it could have a broader impact on our systems and operations, and we could incur significant costs in responding to such intrusions.

In response to these incidents, we have engaged in various remedial and preventative actions to remove any threat actors and prevent further unauthorized access to our network, analyzed the information that the threat actors accessed, enhanced our data security and governance program, added additional protective security layers and cooperated with law enforcement authorities.

Our business also involves the use, storage and transmission of information about our co-workers, and customers.

If any person, including any of our co-workers, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines or criminal prosecution.

We have security controls for our systems and other security practices in place to protect the security of, and prevent unauthorized access to, our systems and personal and proprietary information, such as firewalls and anti-virus software, and we also provide information to our co-workers about the need to deploy security measures and the impact of doing so;

We have security controls for our systems and other security practices in place to protect the security of, and prevent unauthorized access to, our systems and personal and proprietary information, such as firewalls and anti-virus software, and we also provide information to our co-workers and business partners about the need to deploy security measures and the impact of doing so;

however, notwithstanding our efforts to date, there are numerous sophisticated threat actors that are actively engaging in cyber-attacks that include our systems and there can be no assurance that such security measures will prevent additional improper access to our networks and systems, or access to or disclosure of, personally identifiable or proprietary information which could harm our business.

We could also face legal, reputational and financial risks if we fail to protect customer and internal data from security breaches or cyberattacks.

We could also face legal, regulatory, reputational and financial risks if we fail to protect customer and internal data from security breaches or cyberattacks.

Furthermore, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services.

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Global health and economic, political and social conditions may harm our ability to do business, increase our costs and negatively affect our stock price.

Worldwide economic conditions remain uncertain due to the persistence of inflation, elevated interest rates, market volatility as a result of political leadership in certain countries, including due to Russia's invasion of Ukraine, the conflicts involving Israel and the surrounding region and other disruptions to global and regional economies and markets.

Worldwide economic conditions remain uncertain due to the persistence of inflation, elevated interest rates, market volatility and adverse affects on product demand connected to geopolitical developments including tariff uncertainty, and other disruptions to global and regional economies and markets.

External factors, such as potential terrorist attacks, acts of war, geopolitical and social turmoil or epidemics and other similar outbreaks in many parts of the world, could prevent or hinder our ability to do business, increase our costs and negatively affect our stock price.

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• fluctuation in foreign currency exchange rates;

• trade restrictions;

• trade restrictions, including tariff uncertainty;

• compliance with the Foreign Corrupt Practices Act ("FCPA"), U.K.

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If we fail to realize the anticipated growth of our future international operations, our business and operating results could suffer.

Increasing attention on environmental, social and governance ("ESG") matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.

Companies are facing increasing attention from investors, customers, partners, consumers and other stakeholders relating to ESG matters, including environmental stewardship, social responsibility, diversity and inclusion, racial justice and workplace conduct.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.

Increasing attention to corporate citizenship matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.

Companies are facing increasing attention, both positive and negative, from investors, customers, partners, consumers and other stakeholders relating to corporate citizenship matters, including environmental stewardship, social responsibility, inclusion, human rights and workplace conduct.

Such ratings are used by some investors to inform their investment and voting decisions.

Unfavorable ESG ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price and our access to and costs of capital.

We have established corporate social responsibility programs aligned with sound environmental, social and governance principles.

Unfavorable corporate citizenship ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price and our access to and costs of capital.

We have established corporate social responsibility programs aligned with sound principles relating to sustainability, fostering connections and leading with integrity.

These programs reflect our current initiatives and are not guarantees that we will be able to achieve them.

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Additionally, the implementation of these initiatives imposes additional costs on us.

If our ESG initiatives fail to satisfy investors, customers, partners and our other stakeholders, our reputation, our ability to sell products and services to customers, our ability to attract or retain co-workers, and our attractiveness as an investment, business partner or acquirer could be negatively impacted.

If our corporate citizenship initiatives fail to satisfy investors, customers, partners and our other stakeholders, our reputation, our ability to sell products and services to customers, our ability to attract or retain co-workers, and our attractiveness as an investment, business partner or acquirer could be negatively impacted.

Similarly, our failure or perceived failure to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards within the timelines we announce, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation.

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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-K

Item 1A. Risk Factors