What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-01-27 compared with 2025-01-24 · 281 added, 159 removed, 1075 unchanged (29% of the section changed)

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(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over revenue

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For certain locations we evaluated the design and tested the operating effectiveness of certain internal controls related to the recognition of revenue.

For the Americas and Europe segments, we performed a software-assisted data analysis at a transactional level to identify higher risk revenue records to test.

For the Americas and Europe segments, we performed a software-assisted data analysis at a transactional level to identify higher risk revenue entries to test.

We tested the identified higher risk revenue transactions during the year by comparing the amounts recognized by the Company to relevant underlying documentation such as contracts, shipping documents, or other third-party evidence.

For the APJ segment, we tested samples of revenue transactions during the year by comparing the amounts recognized by the Company to relevant underlying documentation such as contracts, shipping documents, or other third-party evidence.

We investigated a selection of journal entries that were made by the Company to adjust revenue.

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Net income $ 827,660 $ 689,091 $ 626,911

Other comprehensive (loss) income:

Unrealized gains on cash flow hedges during the period, net of tax expense of $ 0 , ($ 235 ) and $( 11,457 ) for fiscal years ended November 30, 2024, 2023 and 2022, respectively

Reclassification of net (gains) losses on cash flow hedges to net income, net of tax expense (benefit) of $ 0 , $ 2,623 and ($ 6,517 ) for fiscal years ended November 30, 2024, 2023 and 2022, respectively

Other comprehensive income:

Unrealized (losses) gains on cash flow hedges during the period, net of tax benefit (expense) of $ 195 , $ 0 and $( 235 ) for fiscal years ended November 30, 2025, 2024 and 2023, respectively

( 1,533 ) — 702

Total change in unrealized (losses) gains on cash flow hedges, net of taxes

Reclassification of net losses (gains) on cash flow hedges to net income, net of tax (benefit) expense of ($ 186 ), $ 0 and $ 2,623 for fiscal years ended November 30, 2025, 2024 and 2023, respectively

1,270 — ( 6,871 )

Foreign currency translation adjustments and other, net of tax (expense) benefit of $( 189 ), $ 7,160 and $ 3,192 for fiscal years ended November 30, 2024, 2023 and 2022, respectively

Net change in unrealized losses on cash flow hedges, net of taxes

( 263 ) — ( 6,169 )

Reclassification of net foreign currency translation adjustment realized upon sale of foreign subsidiary, net of tax expense of $ 0 for the fiscal year ended November 30, 2023

Total change in foreign currency translation adjustments and other, net of taxes ( 137,869 ) 218,631 ( 438,488 )

Other comprehensive (loss) income ( 137,869 ) 212,462 ( 383,516 )

Foreign currency translation adjustments and other, net of tax benefit (expense) of $ 12,552 , ($ 189 ) and $ 7,160 for fiscal years ended November 30, 2025, 2024 and 2023, respectively

261,305 ( 137,869 ) 219,209

Reclassification of net foreign currency translation adjustment realized upon sale of foreign subsidiary, net of tax expense of $ 0 for both the fiscal years ended November 30, 2025 and 2023.

4,642 — ( 578 )

Net change in foreign currency translation adjustments and other, net of taxes

265,947 ( 137,869 ) 218,631

Other comprehensive income (loss) 265,684 ( 137,869 ) 212,462

Comprehensive income $ 1,093,344 $ 551,222 $ 839,373

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Currency and share amounts in thousands)

(Currency and share amounts in thousands, except per share amounts)

Common stock Treasury stock

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Share-based compensation — — 84,983 — — — — 84,983

Issuance of common stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes 492 1 8,234 119 ( 11,062 ) — — ( 2,827 )

Issuance of common stock and reissuance of treasury stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes 316 — ( 23,809 ) ( 176 ) 13,729 — — ( 10,080 )

Repurchases of common stock — — — 6,470 ( 626,226 ) — — ( 626,226 )

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— — — — — — ( 130,374 ) ( 130,374 )

Other comprehensive loss — — — — — ( 383,516 ) — ( 383,516 )

Purchase of noncontrolling interest — — 3,362 — — — — 3,362

Other comprehensive income — — — — — 212,462 — 212,462

Net income — — — — — — 626,911 626,911

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Share-based compensation — — 69,201 — — — — 69,201

Reissuance of treasury stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes — — ( 66,787 ) ( 601 ) 54,080 — — ( 12,707 )

Repurchases of common stock — — — 5,547 ( 617,383 ) — — ( 617,383 )

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— — — — — — ( 138,081 ) ( 138,081 )

Other comprehensive income — — — — — 212,462 — 212,462

Other comprehensive loss — — — — — ( 137,869 ) — ( 137,869 )

Net income — — — — — — 689,091 689,091

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Reissuance of treasury stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes — — ( 72,885 ) ( 825 ) 75,409 — — 2,524

— — ( 66,787 ) ( 601 ) 54,080 — — ( 12,707 )

Repurchases of common stock — — — 4,448 ( 600,920 ) — — ( 600,920 )

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— — — — — — ( 146,381 ) ( 146,381 )

Other comprehensive loss — — — — — ( 137,869 ) — ( 137,869 )

Other comprehensive income — — — — — 265,684 — 265,684

Net income — — — — — — 827,660 827,660

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Net income $ 827,660 $ 689,091 $ 626,911

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 414,219 407,532 418,315

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Deferred income taxes ( 46,809 ) ( 28,813 ) ( 91,572 )

Impairment of long-lived assets — — 4,726

Other 6,687 2,635 ( 2,757 )

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Other operating assets and liabilities 213,816 ( 436,310 ) 49,972

Net cash provided by (used in) operating activities 1,217,724 1,407,373 ( 49,604 )

Net cash provided by operating activities 1,531,704 1,217,724 1,407,373

Cash flows from investing activities:

Proceeds from sale of fixed assets 42,890 — —

Purchases of property and equipment ( 142,282 ) ( 175,112 ) ( 150,007 )

Acquisition of businesses, net of cash acquired ( 83,666 ) ( 43,677 ) —

Proceeds from sale of fixed assets — 42,890 —

Settlement of net investment hedges ( 347 ) ( 14,840 ) ( 556 )

Other ( 3,099 ) ( 5,848 ) 1,541

Other, net 5,129 ( 3,099 ) ( 5,848 )

Net cash used in investing activities ( 221,166 ) ( 193,838 ) ( 156,411 )

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Repurchases of common stock for tax withholdings on equity awards ( 31,097 ) ( 24,703 ) ( 18,926 )

Net (repayments) borrowings on revolving credit loans ( 39,530 ) ( 2,571 ) 96,592

Net borrowings (repayments) on revolving credit loans 162,260 ( 39,530 ) ( 2,571 )

Principal payments on long-term debt ( 598,572 ) ( 1,486,397 ) ( 74,408 )

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Effect of exchange rate changes on cash, cash equivalents and restricted cash 98,342 ( 45,184 ) 45,838

Net increase (decrease) in cash, cash equivalents and restricted cash 25,602 510,920 ( 472,057 )

Net increase in cash, cash equivalents and restricted cash 1,376,011 25,602 510,920

Cash, cash equivalents and restricted cash at beginning of year 1,059,378 1,033,776 522,856

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Segment Reporting

Operating segments are based on components of the Company that engage in business activity that earn revenue and incur expenses and (a) whose operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions about resource allocation and performance and (b) for which discrete financial information is available.

The Company’s chief executive officer, who is also the chief operating decision maker, reviews and allocates resources based on geographic regions.

As a result, the Company operates in three reportable segments based on its geographic regions:

the Americas, Europe and Asia-Pacific and Japan ("APJ").

See No te 12 - Segment Information for further discussion of the Company's operating and reportable segments and the related accounting policies.

Cash and Cash Equivalents

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Accounts Receivable

The Company maintains an allowance for doubtful accounts as an estimate to cover the future expected credit losses resulting from uncertainty regarding collections from customers or OEM vendors to make payments for outstanding balances.

In estimating the required allowance, the Company takes into consideration historical credit losses, current conditions and reasonable and supportable forecasts.

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In addition, certain of these programs also require that the Company continue to service, administer and collect the sold accounts receivable.

As of November 30, 2024 and 2023, accounts receivable sold to and held by the financial institutions under these programs were $ 1.2 billion and $ 864.6 million, respectively.

As of November 30, 2025 and 2024, accounts receivable sold to and held by the financial institutions under these programs were $ 1.8 billion and $ 1.2 billion, respectively.

Discount fees related to the sale of trade accounts receivable under these facilities are included in “Interest expense and finance charges, net” in the Consolidated Statements of Operations.

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No goodwill impairment has been identified for any of the years presented.

Finite-lived intangible assets consist primarily of customer relationships, vendor lists and other intangible assets.

Finite-lived intangible assets consist primarily of customer relationships, vendor lists and other intangible assets (including acquired technology).

Amortization is based on the pattern in which the economic benefits of the intangible assets will be consumed or on a straight-line basis when the consumption pattern is not apparent over the following useful lives:

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As part of that evaluation, the Company considers whether there is an implicitly or explicitly identified asset in the arrangement and whether the Company, as the lessee, or the customer, if the Company is the lessor, has the right to control the use of that asset.

When the Company is the lessee, all leases with a term of more than 12 months are recognized as ROU assets and associated lease liabilities in the Consolidated Balance Sheet.

When the Company is the lessee, all leases with a term of more than 12 months are recognized as ROU assets and associated lease liabilities in the Consolidated Balance Sheets.

Lease liabilities are recorded at the lease commencement date and determined using the present value of the lease payments not yet paid, at the Company’s incremental borrowing rate, which approximates the rate at which the Company would borrow on a secured basis in the country where the lease was executed.

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The Company’s variable lease payments generally relate to payments tied to various indexes, non-lease components and payments above a contractual minimum fixed amount.

Operating leases are included in other assets, net, other accrued liabilities and other long-term liabilities in the Consolidated Balance Sheet.

Operating leases are included in other assets, net, other accrued liabilities and other long-term liabilities in the Consolidated Balance Sheets.

Substantially all of the Company's leases are classified as operating leases and the Company’s finance leases are not material.

The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

The Company made a policy election to not recognize leases with a lease term of 12 months or less in the Consolidated Balance Sheet.

The Company made a policy election to not recognize leases with a lease term of 12 months or less in the Consolidated Balance Sheets.

Lease expenses are recorded within "Selling, general and administrative expenses" and "Cost of revenue" in the Consolidated Statements of Operations.

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Through November 30, 2025, the Company has not experienced any material credit losses on such deposits and derivative instruments.

Accounts receivable include amounts due from customers, including related party customers.

Accounts receivable include amounts due from customers.

Receivables from vendors, net, includes amounts due from OEM vendors primarily in the technology industry.

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12 % 12 % 11 %

10 % N/A ( 1 )

__________________

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Shipping revenue is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue.

The Company disaggregates its operating segment revenue by geography, which the Company believes provides a meaningful depiction of the nature of its revenue.

The Company disaggregates its revenue by geography, wh ich the Company believes provides a meaningful depiction of the nature of its revenue.

Disaggregated revenue disclosure is presented in Note 12 – Segment Information.

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Expenses of promoting and selling products and services are classified as selling expense and include such items as compensation, sales commissions and travel.

General and administrative expenses include such items as compensation, cost of warehouse, delivery centers and other non-integration facilities, legal and professional costs, office supplies, non-income taxes, insurance and utility expenses.

General and administrative expenses include such items as compensation, cost of warehouse, delivery centers and other non-integration facilities, IT expenses, legal and professional costs, and non-income taxes.

In addition, selling, general and administrative expenses include other operating items such as allowances for credit losses, depreciation and amortization of intangible assets.

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Recently Adopted Accounting Pronouncements

In September 2022, the FASB issued an accounting standards update, ASU 2022-04, which requires new enhanced disclosures by the buyer in supplier finance programs.

Disclosures will include key terms of the program, including payment terms, along with the amount of related obligations, the financial statement caption that includes such obligations, and a rollforward of activity related to the obligations during the period.

The new accounting standard must be adopted retrospectively to the earliest comparative period presented, except for the rollforward requirement, which should be adopted prospectively.

The Company adopted this standard during the fiscal quarter ended February 29, 2024, except for the annual rollforward requirement which will be effective for the Company beginning with the fiscal year ending November 30, 2025.

The adoption of the new standard did not have an impact on the Company’s results of operations, financial condition, or cash flows.

For the required disclosures of key terms and amounts outstanding under the Company’s Supplier Finance Programs, see Note 11 – Supplier Finance Programs.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued an accounting standards update, ASU 2023-07, which requires the following enhanced segment disclosures on an annual and interim basis:

(1) significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, (2) other segment items by reportable segment and a description of its composition, and (3) the title of the chief operating decision maker, an explanation of how they use the reported measures of segment profit/loss in assessing segment performance and decide how to allocate resources, as well as clarifications if they use more than one measure of a segment’s profit or loss in assessing segment performance.

The amendments in ASU 2023-07 are effective for annual periods beginning after December 15, 2023, which for the Company would be for the fiscal year ending November 30, 2025, and for subsequent interim periods.

Early adoption is permitted.

The Company is currently evaluating the impact the new accounting standard will have on its segment reporting disclosures in the notes to the consolidated financial statements.

The amendments in ASU 2023-07 are effective for annual periods beginning after December 15, 2023 and for subsequent interim periods.

The Company adopted this standard retrospectively during the fiscal year ending November 30, 2025 which resulted in incremental disclosures presented within Note 12 - Segment Information.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued an accounting standards update, ASU 2023-09, which requires enhanced income tax disclosures.

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The Company is currently evaluating the impact the new accounting standard will have on its expense disclosures in the notes to the consolidated financial statements.

In July 2025, the FASB issued an accounting standards update, ASU 2025-05, which creates a new optional practical expedient related to the estimation of future expected credit losses on accounts receivable.

If elected, this expedient removes the requirement, when estimating expected credit losses, to consider changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth.

Instead, companies electing the expedient may assume that current conditions as of the balance sheet date will not change for the remaining life of the asset.

The amendments in ASU 2025-05 are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending February 28, 2027.

Early adoption is permitted and the amendments should be applied on a prospective basis.

The Company is currently evaluating the impact the new accounting standard could have on its estimates for future expected credit losses if the Company chooses to elect the optional practical expedient.

In September 2025, the FASB issued an accounting standards update, ASU 2025-06, which amends guidance related to the accounting for internal-use software development costs.

The amendments are intended to modernize the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to "development stages".

It also clarifies the criteria for capitalization, which begins when both of the following occur:

(1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending February 28, 2029.

Early adoption is permitted as of the beginning of an annual reporting period.

ASU 2025-06 allows companies to elect one of the following adoption methods to apply its amendments:

a prospective transition approach, a retrospective transition approach, or a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption.

The Company is currently evaluating the impact the new accounting standard will have on its policy for capitalization of development costs for software intended for internal use.

In November 2025, the FASB issued an accounting standards update, ASU 2025-09, which makes certain targeted improvements to simplify the application of the hedge accounting guidance and to address several incremental hedge accounting issues arising from the global reference rate reform initiative.

Among other amendments, these improvements include expanding the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge and clarifying the circumstance under which a group of individual forecasted transactions can be considered to have a similar risk exposure.

The amendments in ASU 2025-09 are effective for annual periods beginning after December 15, 2026, and interim periods within those annual reporting periods, which for the Company would be the fiscal first quarter ending February 29, 2028.

Early adoption is permitted and the amendments should be applied on a prospective basis for all hedging relationships.

The Company is currently evaluating the impact the new accounting standard could have on its hedge accounting policies.

NOTE 3— ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS:

Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger and costs related to the Global Business Optimization 2 Program initiated by Tech Data prior to the Merger (the “GBO 2 Program”) of $ 3.9 million, $ 9.4 million and $ 31.5 million during the fiscal years ended November 30, 2024, 2023 and 2022 , respectively.

Acquisition, integration and restructuring costs related to other acquisitions were $ 3.0 million for fiscal year 2024.

The Company does not expect to incur additional costs under the GBO 2 Program in future periods.

On March 22, 2021, the Company entered into an agreement and plan of merger (the “Merger Agreement”) which provided that legacy SYNNEX Corporation would acquire legacy Tech Data Corporation, a Florida corporation (“Tech Data”) through a series of mergers, which would result in Tech Data becoming an indirect subsidiary of TD SYNNEX Corporation (collectively, the "Merger").

On September 1, 2021, pursuant to the terms of the Merger Agreement, the Company acquired all the outstanding shares of common stock of Tiger Parent (AP) Corporation, the parent corporation of Tech Data, for consideration of $ 1.6 billion in cash ($ 1.1 billion in cash after giving effect to a $ 500.0 million equity contribution by Tiger Parent Holdings, L.P., Tiger Parent (AP) Corporation’s sole stockholder and an affiliate of Apollo Global Management, Inc., to Tiger Parent (AP) Corporation prior to the effective time of the Merger) and 44 million shares of common stock of SYNNEX valued at approximately $ 5.6 billion.

Acquisition, integration and restructuring costs during fiscal year 2024 and 2023 were primarily comprised of costs related to the Merger (as defined below).

There were no acquisition, integration and restructuring costs related to the Merger during fiscal year 2025.

Acquisition, integration and restructuring costs related to the acquisition of Apptium (as defined below) were $ 3.7 million during fiscal year 2025.

Other acquisition, integration and restructuring costs were $ 3.5 million, $ 6.9 million and $ 9.4 million during the fiscal years ended November 30, 2025, 2024 and 2023, respectively.

Apptium Acquisition

On July 1, 2025, the Company completed the acquisition of Apptium Technologies, LLC and its subsidiaries ("Apptium"), a software development company and provider of a cloud commerce platform that represents a critical investment in the Company’s technology solutions orchestration strategy.

The Company acquired all of the outstanding shares of Apptium for a purchase price of approximately $ 105.1 million.

The acquisition of Apptium was not material to the Company's results of operations or financial condition.

The financial results of Apptium have been included in the Company's Consolidated Financial Statements since the date of acquisition.

The purchase price allocation is preliminary and subject to revision as additional information about the fair value of assets acquired and liabilities assumed becomes available.

Preliminarily, the Company has recorded $ 87.1 million of goodwill and $ 16.9 million of intangible assets, primarily related to acquired technology, as of November 30, 2025.

On September 1, 2021, SYNNEX Corporation acquired Tech Data Corporation, a Florida corporation (“Tech Data”) through a series of mergers, which resulted in Tech Data becoming an indirect subsidiary of TD SYNNEX Corporation (collectively, the "Merger").

The combined company is referred to as TD SYNNEX.

The Company substantially completed the acquisition, integration and restructuring activities related to the Merger during the first half of fiscal year 2024, and there are no material related expenses expected in future periods.

The Company completed the acquisition, integration and restructuring activities related to the Merger during the first half of fiscal year 2024.

The Company previously incurred acquisition, integration and restructuring costs related to the completion of the Merger, including professional services costs, personnel and other costs, long-lived assets charges and termination fees, and stock-based compensation expense.

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Personnel and other costs are primarily comprised of costs related to retention and other bonuses, severance and duplicative labor costs.

L ong-lived asset charges and termination fees include accelerated depreciation and amortization expense of $ 5.5 million, $ 17.4 million and $ 64.4 million during fiscal years 2024, 2023 and 2022, respectively due to changes in asset useful lives in conjunction with the consolidation of certain IT systems.

Long-lived asset charges and termination fees also include $ 17.0 million and $ 24.4 million recorded during fiscal years 2024 and 2023, respectively for termination fees related to certain IT systems, along with $ 4.7 million for impairment charges recorded during fiscal year 2022.

L ong-lived asset charges and termination fees include accelerated depreciation and amortization expense of $ 5.5 million and $ 17.4 million during fiscal years 2024 and 2023, respectively due to changes in asset useful lives in conjunction with the consolidation of certain IT systems.

Stock-based compensation expense primarily relates to costs associated with the conversion of certain Tech Data performance-based equity awards issued prior to the Merger into restricted shares of TD SYNNEX (refer to Note 4 – Share Based Compensation for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.

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The Company incurred $ 52.1 million of costs in connection with the VSP during fiscal year 2023, including $ 42.3 million of severance costs and $ 9.8 million of duplicative labor costs.

A cquisition and integration expenses related to the Merger were composed of the following during the periods presented:

Acquisition and integration expenses related to the Merger were composed of the following during the periods presented:

Fiscal Years Ended November 30,

2024 2023 2022

(currency in thousands)

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Certain RSUs vest subject to the achievement of individual, divisional or company-wide performance goals.

These performance-based RSUs vest at the end of three-year requisite service periods, subject to the achievement of company-wide financial performance goals approved by the Compensation Committee.

The majority of these performance-based RSUs vest at the end of three-year requisite service periods, subject to the achievement of company-wide financial performance goals approved by the Compensation Committee.

The exercise price for stock options will not be less than 100 % of the fair market value of the stock on the date of grant and the stock options have a contractual term of ten years .

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Acquisition, integration and restructuring costs

— 6,526 6,514

Total share-based compensation expense $ 66,428 $ 69,201 $ 55,799

The Company settles all share-based award exercises with newly issued common shares or the reissuance of treasury shares.

The Company settles all share-based award vestings and exercises with the reissuance of treasury shares.

Valuation Assumptions

The Company estimates the fair value of share-based payment awards on the grant date and recognizes as expense over the requisite service period in the Company’s Consolidated Financial Statements.

The Company uses the Black-Scholes valuation model to estimate the fair value of stock options.

The Company uses the Black-Scholes valuation model to estimate the fair value of stock options as well as shares issued pursuant to the 2024 ESPP (as defined below).

The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable.

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Options exercised ( 249 ) 78.74

Options cancelled

Balances, November 30, 2025 231 $ 78.03

The following assumptions were used in the Black-Scholes valuation model in fiscal year 2022:

Fiscal Year Ended November 30,

Expected life (years) 5.5

Risk free interest rate 1.73 % - 3.92 %

Expected volatility 39.10 % - 40.18 %

Dividend yield 1.13 % - 1.37 %

There were no new stock options granted during fiscal years 2025, 2024, or 2023.

The weighted-average grant-date fair values of the stock options granted during fiscal year 2022 was $ 33.57 .

As of November 30, 2025, 231 thousand stock options were outstanding with a weighted-average remaining contractual term of 3.26 years, a weighted-average exercise price of $ 78.03 per share and an aggregate pre-tax intrinsic value of $ 17.2 million.

As of November 30, 2025, 221 thousand options were vested and exercisable with a weighted-average remaining contractual term of 3.14 years, a weighted-average exercise price of $ 76.70 per share and an aggregate pre-tax intrinsic value of $ 16.8 million.

The cash received from the exercise of stock options and the intrinsic values of stock options exercised during fiscal years 2024, 2023 and 2022 were as follows:

The intrinsic values of stock options exercised and the cash received from the exercise of stock options during fiscal years 2025, 2024 and 2023 were as follows:

Fiscal Years Ended November 30,

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Cash received from exercise of options $ 19,593 $ 6,681 $ 4,448

As of November 30, 2024, the unamortized share-based compensation expense related to unvested stock options under the TD SYNNEX Plans was $ 0.5 million which will be recognized over an estimated weighted-average amortization period of 1.57 years.

As of November 30, 2025, the unamortized share-based compensation expense related to unvested stock options under the TD SYNNEX Plans was immaterial.

Restricted Stock Awards and Restricted Stock Units

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Attainment adjustments (1)

( 12 ) 112.16

( 79 ) 109.38

Non-vested as of November 30, 2025 1,109 $ 130.58

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The restricted shares had a fair value of $ 127.60 per share upon closing of the Merger which was recorded as share-based compensation expense on a straight-line basis over the vesting period in “Acquisition, integration, and restructuring costs” in the Consolidated Statement of Operations.

Vesting of the restricted shares was completed as of September 1, 2023, therefore there was no related share-based compensation expense recorded by the Company during fiscal year 2024.

The Company recorded $ 29.2 million and $ 45.7 million of share-based compensation expense related to these restricted shares in "Acquisition, integration, and restructuring costs" during fiscal years 2023 and 2022, respectively.

Vesting of the restricted shares was completed as of September 1, 2023, therefore there was no related share-based compensation expense recorded by the Company during fiscal year 2025 or 2024.

The Company recorded $ 29.2 million of share-based compensation expense related to these restricted shares in "Acquisition, integration, and restructuring costs" during fiscal year 2023.

Employee Stock Purchase Plan

On January 10, 2024, the Board of Directors approved the adoption of the 2024 Employee Stock Purchase Plan (“2024 ESPP”) to succeed the Company's 2014 Employee Stock Purchase Plan.

The 2024 ESPP commenced with 750 thousand authorized shares.

The 2024 ESPP commenced with 750 thousand authorized shares, with 555 thousand shares available for issuance as of November 30, 2025.

Under the 2024 ESPP, there are two offering periods per calendar year.

Eligible employees in the United States and Canada can choose to have a fixed percentage deducted from their bi-weekly compensation to purchase the Company's common stock at a discount of 15 %, subject to a maximum purchase limit of $ 25 thousand in fair market value of common stock in a calendar year.

Share-based compensation expense related to the Company's employee stock purchase plans was immaterial during fiscal years 2024, 2023 and 2022.

Share-based compensation expense related to the Company's employee stock purchase plans during fiscal years 2025, 2024 and 2023 was $ 4.2 million, $ 2.6 million, and $ 0.6 million, respectively.

Tax Benefit of Share-Based Compensation Expense

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The March 2024 share repurchase program does not have an expiration date.

On January 31, 2024, March 27, 2024, and April 4, 2024, the Company announced the closing of secondary public offerings (the "Offerings") of an aggregate of 26.2 million shares in total (which includes approximately 2.7 million of additional shares that underwriters had the option to purchase) of its common stock that were sold by certain entities managed by affiliates of Apollo Global Management, Inc.

(the "Selling Stockholders").

All the shares in the Offerings were sold by the Selling Stockholders.

The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the Offerings.

Also pursuant to the related underwriting agreements, the Company repurchased a total of 3.6 million shares of its common stock from the respective underwriters as part of the Offerings, for a total purchase price in the aggregate of approximately $ 392.3 million (the "Concurrent Share Repurchases").

The Offerings reduced the Selling Stockholders' ownership interest in the Company to zero.

The Concurrent Share Repurchases were all made under the Company's share repurchase programs described above, and are included within the caption "Shares of treasury stock purchased under share repurchase program" in the table below.

As of November 30, 2024, the Company had $ 1.8 billion available for future repurchases of its common stock under the authorized share repurchase program.

As of November 30, 2025, the Company had $ 1.2 billion available for future repurchases of its common stock under the March 2024 share repurchase program.

The Company's treasury stock activity during the year ended November 30, 2025, including common share repurchases, is summarized as follows:

3 unchanged sentences

15,289 $ 98.96

Shares of treasury stock repurchased under share repurchase program (1)

Shares of treasury stock repurchased for tax withholdings on equity awards 219 112.84

Shares of common stock repurchased under share repurchase program (1)

Shares of common stock repurchased for tax withholdings on equity awards

Shares of treasury stock reissued for employee benefit plans ( 1,038 ) 102.61

58 unchanged sentences

Buildings, building improvements and leasehold improvements 266,286 240,572

Construction-in-progress 1,230 17,681

Total property and equipment, gross $ 971,830 $ 816,583

2 unchanged sentences

Depreciation and amortization expense for fiscal years 2025, 2024 and 2023, was $ 118.0 million, $ 115.2 million and $ 124.6 million, respectively.

Fiscal years 2024, 2023 and 2022 include accelerated depreciation and amortization expense of $ 5.5 million, $ 17.4 million and $ 64.4 million, respectively due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, which is recorded in "Acquisition, integration and restructuring costs" in the Consolidated Statements of Operations.

Fiscal years 2024 and 2023 include accelerated depreciation and amortization expense of $ 5.5 million and $ 17.4 million, respectively due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, which is recorded in "Acquisition, integration and restructuring costs" in the Consolidated Statements of Operations.

The following table summarizes changes in the carrying amount of goodwill:

28 unchanged sentences

Total $ 2,717,169

Accumulated other comprehensive loss:

The following table summarizes the components of accumulated other comprehensive income (loss) ("AOCI"), net of taxes:

(currency in thousands) Unrealized (losses) gains

cash flow hedges, net of

taxes Foreign currency

adjustment and other,

net of taxes Total

Balance, beginning of year $ ( 110 ) $ ( 645,007 ) $ ( 645,117 )

Other comprehensive (loss) income before reclassification ( 1,533 ) 261,305 259,772

Reclassification of losses from other comprehensive loss 1,270 4,642 5,912

Balance, end of year $ ( 373 ) $ ( 379,060 ) $ ( 379,433 )

Refer to Note 8 – Derivative Instruments for the location of cash flow hedge gains and losses reclassified from accumulated other comprehensive loss to the Consolidated Statements of Operations.

The reclassification of the net foreign currency translation adjustment realized upon sale of a foreign subsidiary was recorded within selling, general and administrative expenses in the Consolidated Statements of Operations.

NOTE 8— DERIVATIVE INSTRUMENTS:

7 unchanged sentences

All derivatives are recognized on the balance sheet at their fair value.

Changes in the fair value of derivatives are recorded in the Consolidated Statements of Operations, or as a component of accumulated other comprehensive loss ("AOCI") in the Consolidated Balance Sheets, as discussed below.

Changes in the fair value of derivatives are recorded in the Consolidated Statements of Operations, or as a component of AOCI in the Consolidated Balance Sheets, as discussed below.

Cash Flow Hedges

The Company uses interest rate swap derivative contracts to economically convert a portion of its variable-rate debt to fixed-rate debt.

The Company designates certain forward foreign currency exchange contracts used to hedge forecasted sales transactions, inventory purchases and operating expenses that are denominated in currencies other than the legal entity's functional currency as cash flow hedges.

These forward foreign currency exchange contracts generally have terms up to 24 months.

Gains and losses on cash flow hedges are recorded in AOCI until the hedged item is recognized in earnings.

Deferred gains and losses associated with cash flow hedges of interest payments are recognized in “Interest expense and finance charges, net” in the same period as the related expense is recognized.

Deferred gains and losses associated with cash flow hedges are recognized in the Consolidated Statements of Operations in the same period as the related impacts from the hedged items as follows:

hedges of forecasted sales transactions are recognized in "Revenue", hedges of forecasted inventory purchases are recognized in "Cost of revenue" and hedges of forecasted operating expenses are recognized in "Selling, general and administrative expenses".

The Company also uses interest rate swap derivative contracts to economically convert a portion of its variable-rate debt to fixed-rate debt.

Deferred gains and losses associated with cash flow hedges of interest payments are recognized in “Interest expense and finance charges, net” in the same period the related expense is recognized.

The Company terminated its remaining interest rate swaps in May 2023 and had no interest rate swaps designated as cash flow hedges outstanding during fiscal years 2024 or 2025.

Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period.

1 unchanged sentence

Any subsequent changes in fair value of such derivative instruments are recorded in earnings unless they are re-designated as hedges of other transactions.

The Company terminated its remaining interest rate swaps in May 2023 and had no interest rate swaps designated as cash flow hedges outstanding as of November 30, 2024.

Net Investment Hedges

The Company has entered into foreign currency forward contracts, as well as foreign currency forward contracts combined with zero cost foreign exchange collar contracts, to hedge a portion of its net investment in euro denominated foreign operations which are designated as net investment hedges.

The Company has entered into forward foreign currency exchange contracts, as well as forward foreign currency exchange contracts combined with zero cost foreign exchange collar contracts, to hedge a portion of its net investment in euro denominated foreign operations which are designated as net investment hedges.

The Company entered into the net investment hedges to offset the risk of change in the U.S.

10 unchanged sentences

Derivative instruments not designated as hedging instruments:

Foreign exchange forward contracts (notional value) $ 1,962,852 $ 1,456,110

Forward foreign currency exchange contracts (notional value) $ 2,697,479 $ 1,962,852

Other current assets 7,386 11,863

Other accrued liabilities 7,026 8,096

Derivative instruments designated as cash flow hedges:

Forward foreign currency exchange contracts (notional value) (1)

$ 120,073 $ —

Other current assets 96 —

Other accrued liabilities 107 —

Derivative instruments designated as net investment hedges:

Foreign currency forward contracts (notional value) $ 687,475 $ 516,250

Forward foreign currency exchange contracts (notional value) $ 673,644 $ 687,475

Other current assets — 220

2 unchanged sentences

Other long-term liabilities 14,822 7,889

Foreign exchange collar contracts (notional value) $ 300,000 $ —

Foreign currency exchange collar contracts (notional value) $ 300,000 $ 300,000

Other long-term assets — 1,792

Other long-term liabilities 3,500 —

____________________________

(1) The Company had no material cash flow hedges outstanding as of November 30, 2024.

Volume of Activity

The notional amounts of foreign exchange forward contracts represent the gross amounts of foreign currency, including, principally, the Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese yuan, Czech koruna, Danish krone, Euro, Indian rupee, Indonesian rupiah, Japanese yen, Mexican peso, Norwegian krone, Polish zloty, Romanian leu, Singapore dollar, Swedish krona, Swiss franc and Turkish lira that will be bought or sold at maturity.

The notional amounts of foreign exchange collar contracts represent the amounts of put and call options to sell or purchase Euros at a predetermined strike price.

The notional amounts of forward foreign exchange contracts represent the gross amounts of foreign currency, including, principally, the Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese yuan, Columbian peso, Costa Rican colón, Czech koruna, Danish krone, Euro, Hong Kong dollar, Indian rupee, Indonesian rupiah, Japanese yen, Malaysian ringgit, Mexican peso, Norwegian krone, Polish zloty, Romanian leu, Singapore dollar, South Korean won, Swedish krona, Swiss franc, Turkish lira and Vietnamese dong that will be bought or sold at maturity.

The notional amounts of foreign currency exchange collar contracts represent the amounts of put and call options to sell or purchase Euros at a predetermined strike price.

The notional amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do not represent the amount of the Company’s exposure to credit or market loss.

7 unchanged sentences

Derivative instruments not designated as hedging instruments:

Gains (losses) recognized from foreign exchange forward contracts, net (1)

(Losses) gains recognized from foreign exchange forward contracts, net (1)

Cost of revenue $ ( 42,864 ) $ 36,971 $ ( 43,338 )

$ 36,971 $ ( 43,338 ) $ 38,360

Losses recognized from foreign exchange forward contracts, net (1)

2 unchanged sentences

Derivative instruments designated as net investment hedges:

Gains (losses) recognized in OCI on foreign exchange forward contracts

$ 5,579 $ ( 29,405 ) $ ( 18,477 )

(Losses) gains recognized in OCI on foreign currency forward contracts $ ( 47,315 ) $ 5,579 $ ( 29,405 )

Gains recognized in income (amount excluded from effectiveness testing) Interest expense and finance charges, net $ 10,122 $ 10,323 $ 9,149

Gains recognized in OCI on foreign exchange collar contracts (2)

(Losses) gains recognized in OCI on foreign exchange collar contracts (2)

$ ( 5,292 ) $ 1,791 $ —

Derivative instruments designated as cash flow hedges (3) :

Losses recognized in OCI on forward foreign currency exchange contracts $ ( 1,728 ) $ — $ —

Losses on forward foreign currency exchange contracts reclassified from AOCI into income Revenue $ ( 775 ) $ — $ —

Losses on forward foreign currency exchange contracts reclassified from AOCI into income

Cost of revenue $ ( 257 ) $ — $ —

Losses on forward foreign currency exchange contracts reclassified from AOCI into income Selling, general and administrative expenses $ ( 424 ) $ — $ —

Gains recognized in OCI on interest rate swaps $ — $ — $ 937

Gains (losses) on interest rate swaps reclassified from AOCI into income Interest expense and finance charges, net $ — $ 9,494 $ ( 26,443 )

Gains on interest rate swaps reclassified from AOCI into income Interest expense and finance charges, net $ — $ — $ 9,494

__________________

(1) The gains and losses largely offset the currency gains and losses that resulted from changes in the assets and liabilities denominated in nonfunctional currencies.

(2) The company had no foreign exchange collar contracts outstanding during the fiscal years ended November 30, 2023 or 2022.

The Company terminated interest rate swaps with a notional value of $ 400.0 million in December 2021 (the "December 2021 Terminations").

Cumulative losses from the December 2021 Terminations totaled $ 16.0 million and were reclassified from AOCI to "Interest expense and finance charges, net" over the period through September 2023.

The Company additionally terminated interest rate swaps with a notional value of $ 1.0 billion in May 2023 (the "May 2023 Terminations").

Cumulative gains from the May 2023 Terminations totaled $ 10.0 million and were reclassified from AOCI to "Interest expense and finance charges, net" over the period through October 2023.

(2) The Company had no foreign exchange collar contracts outstanding during the fiscal year ended November 30, 2023.

(3) The Company had no material cash flow hedges outstanding during the fiscal year ended November 30, 2024.

Except for the net investment hedge amounts shown above, there were no material gain or loss amounts excluded from the assessment of effectiveness.

There are no existing gains or losses in AOCI expected to be reclassified into earnings in the normal course of business within the next 12 months.

Existing net losses in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are not material.

Credit exposure for derivative financial instruments is limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the Company’s obligations to the counterparties.

13 unchanged sentences

Foreign exchange collar contracts designated as net investment hedges — — — — 1,792 — 1,792 —

Forward foreign currency exchange contracts designated as cash flow hedges (1)

96 — 96 — — — — —

1 unchanged sentence

Forward foreign currency exchange contracts designated as net investment hedges 42,285 — 42,285 — 7,980 — 7,980 —

(1) The company had no foreign exchange collar contracts outstanding as of November 30, 2023.

Foreign exchange collar contracts designated as net investment hedges 3,500 — 3,500 — — — — —

Forward foreign currency exchange contracts designated as cash flow hedges (1)

107 — 107 — — — — —

__________________

(1) The Company had no material cash flow hedges outstanding as of November 30, 2024.

The fair values of forward exchange contracts are measured based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers.

The fair values of foreign exchange collar contracts are measured using the cash flow of the contracts, discount rates to account for the passage of time, implied volatility and current foreign exchange market data, which are all based on inputs readily available in public markets.

The fair values of foreign currency exchange collar contracts are measured using the cash flows of the contracts, discount rates to account for the passage of time, implied volatility and current foreign exchange market data, which are all based on inputs readily available in public markets.

The effect of nonperformance risk on the fair value of derivative instruments was not material as of November 30, 2025 and 2024.

1 unchanged sentence

The carrying value of the Company’s term loans approximate their fair value since they bear interest rates that are similar to existing market rates.

The estimated fair value of the Senior Notes was approximately $ 2.3 billion and $ 2.2 billion at November 30, 2024 and 2023, respectively.

The estimated fair value of the Senior Notes was approximately $ 3.5 billion and $ 2.3 billion at November 30, 2025 and 2024, respectively, based on Level 1 fair value measurement inputs as defined above.

During the fiscal year ended November 30, 2025 there were no transfers between the fair value measurement category levels.

5 unchanged sentences

$ 700,000 $ —

Current portion of term loans — 75,000

Other short-term borrowings 319,260 171,092

6 unchanged sentences

600,000 600,000

TD SYNNEX 4.300 % Senior Notes due January 17, 2029 (2)

TD SYNNEX 2.650 % Senior Notes due August 9, 2031 (1) (2)

1 unchanged sentence

TD SYNNEX 6.100 % Senior Notes due April 12, 2034 (2)

Total TD SYNNEX Senior Notes

600,000 600,000

TD SYNNEX 5.300 % Senior Notes due October 10, 2035 (2)

Total TD SYNNEX Senior Notes in long-term debt

$ 2,850,000 $ 2,400,000

TD SYNNEX Term Loan — 581,250

2024 Term Loan

750,000 750,000

Total term loans

4 unchanged sentences

Long-term borrowings $ 3,592,130 $ 3,736,399

__________________

(1) The interest rate payable on each of these series of Senior Notes is subject to adjustment from time to time if the credit rating assigned to such series of Senior Notes is downgraded (or downgraded and subsequently upgraded).

(2) The Company pays interest semi-annually on the Senior Notes on each of February 9 and August 9, except for the 2034 Senior Notes in which the Company pays interest semi-annually on each of April 12 and October 12, which commenced on October 12, 2024 .

(2) The Company pays interest semi-annually on each of these series of Senior Notes.

TD SYNNEX U.S.

9 unchanged sentences

Facility Fee Payable (4)

$ 1,500,000 November 30, 2026 Blended rate

$ 1,500,000 January 20, 2028 Blended rate

0.85 % 0.30 % - 0.40 %

__________________

(1) Based on eligible trade accounts receivable.

6 unchanged sentences

subsidiaries sell, on a revolving basis, their receivables to a wholly-owned, bankruptcy-remote subsidiary.

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 3.4 billion as of both November 30, 2024 and 2023.

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 3.2 billion and $ 3.4 billion as of November 30, 2025 and 2024, respectfully.

The borrowings are funded by pledging all of the rights, title and interest in the receivables acquired by the Company's bankruptcy-remote subsidiary as security.

5 unchanged sentences

The Company is party to an amended and restated credit agreement, dated as of April 16, 2024 (as amended, the “TD SYNNEX Credit Agreement”) with the lenders party thereto and Citibank, N.A., as agent, pursuant to which the Company received commitments for the extension of a senior unsecured revolving credit facility (the “TD SYNNEX Revolving Credit Facility”) not to exceed an aggregate principal amount of $ 3.5 billion, which may, at the request of the Company but subject to the lenders’ discretion, potentially be increased by up to an aggregate amount of $ 500.0 million.

The borrowers under the TD SYNNEX Credit Agreement are TD SYNNEX Corporation and certain subsidiaries of the Company.

The borrowers under the TD SYNNEX Credit Agreement are TD SYNNEX Corporation and certain subsidiaries of the Com pany.

There were no amounts outstanding under the TD SYNNEX Revolving Credit Facility at November 30, 2025 or 2024.

5 unchanged sentences

0.100 %- 0.300 %

__________________

(1) As amended, the TD SYNNEX Revolving Credit Facility will mature on April 16, 2029, subject, in the lender's discretion to two one-year extensions upon the Company's prior notice to lenders.

2 unchanged sentences

(3) The commitment fee range is applied to any unused commitment under the TD SYNNEX Revolving Credit Facility based on the Company’s Public Debt Rating.

The TD SYNNEX Credit Agreement also includes a senior unsecured term loan (the “TD SYNNEX Term Loan”) in an original aggregate principal amount of $ 1.5 billion , that was fully funded in connection with the closing of the Merger .

There was $ 581.3 million and $ 1.4 billion outstanding on the TD SYNNEX Term Loan as of November 30, 2024 and 2023, respectively.

Loans borrowed under the TD SYNNEX Credit Agreement bear interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus the applicable margin, as well as a commitment fee as referenced in the table below:

The TD SYNNEX Credit Agreement also included a senior unsecured term loan (the “TD SYNNEX Term Loan”) in an original aggregate principal amount of $ 1.5 billion , that was fully funded in connection with the closing of the Merger .

There was $ 581.3 million outstanding on the TD SYNNEX Term Loan as of November 30, 2024.

The Company repaid the remaining principal of the TD SYNNEX Term Loan in full in October 2025, and there was no associated balance outstanding as of November 30, 2025.

Loans borrowed under the TD SYNNEX Credit Agreement bore interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus the applicable margin as referenced in the table below:

Maturity Date Credit Spread Adjustment Margin (2)

Effective Interest Rate as of November 30, 2024

Effective Interest Rate as of November 30, 2023

September 1, 2026 (1)

1 unchanged sentence

__________________

(1) The maturity of the TD SYNNEX Term Loan is on the fifth anniversary of the September 1, 2021 closing date, to occur on September 1, 2026.

(1) The originally scheduled maturity of the TD SYNNEX Term Loan was on the fifth anniversary of the September 1, 2021 closing date.

As stated above, the Company repaid the remaining principal in full in October 2025.

(2) The margin is based on the Company’s Public Debt Rating.

8 unchanged sentences

Key terms for the 2024 Term Loan Credit Agreement are as follows:

Maturity Date Credit Spread Adjustment Margin

Maturity Date Credit Spread Adjustment Margin Effective Interest Rate as of November 30, 2025

Effective Interest Rate as of November 30, 2024

September 1, 2027 0.10 % 1.000 % - 1.625 %

5.27 % 6.04 %

TD SYNNEX Senior Notes

On August 9, 2021, the Company completed its offering of $ 2.5 billion aggregate principal amount of senior unsecured notes due in 2024, 2026, 2028 and 2031 (collectively, the “Senior Notes,” and such offering, the “Senior Notes Offering”).

In July 2022, the Company completed an offer to exchange (the "Exchange Offer") its outstanding unregistered Senior Notes for new registered notes (the "Exchange Notes").

The aggregate principal amount of Exchange Notes that were issued was equal to the aggregate principal amount of Senior Notes that were surrendered pursuant to the Exchange Offer.

The terms of the Exchange Notes are substantially identical to the terms of the respective series of the Senior Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the Senior Notes do not apply to the Exchange Notes.

On April 12, 2024 , the Company issued and sold $ 600.0 million senior notes due in 2034 (the "2034 Senior Notes" and such offering, the "2034 Senior Notes Offering").

The Company used the net proceeds from the 2034 Senior Notes Offering, together with other available funds, to repay the $ 700.0 million aggregate principal amount of the 1.250 % Senior Notes that were due August 9, 2024 and for general corporate purposes.

The Company incurred $ 6.1 million towards issuance costs on the 2034 Senior Notes.

References to the collective Senior Notes hereafter also include the 2034 Senior Notes.

The Company may redeem the outstanding Senior Notes, in whole or in part, at any time and from time to time, prior to respective Par Call Dates at a redemption price equal to the greater of (x) 100 % of the aggregate principal amount of the applicable Senior Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of the principal and interest on the Senior Notes, in each case discounted to the date of redemption (assuming the applicable Senior Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable treasury rate (as defined in the supplemental indenture establishing the terms of the applicable Senior Notes) plus the applicable spread, as shown in the table below, plus in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.

On August 9, 2021, the Company completed its offering of $ 2.5 billion aggregate principal amount of senior unsecured notes due in 2024, 2026, 2028 and 2031.

On April 12, 2024 , the Company issued and sold $ 600.0 million senior notes due in 2034 (the "2034 Senior Notes").

The Company used the net proceeds from this offering, together with other available funds, to repay the $ 700.0 million aggregate principal amount of the 1.250 % Senior Notes that were due August 9, 2024 and for general corporate purposes.

The Company incurred $ 6.1 million of issuance costs on the 2034 Senior Notes.

On October 10, 2025, the Company issued and sold both $ 550.0 million senior notes due in 2029 (the "2029 Senior Notes") and $ 600.0 million senior notes due in 2035 (the "2035 Senior Notes").

The Company used the net proceeds from this offering to repay the remaining principal of the TD SYNNEX Term Loan and for general corporate purposes.

The Company incurred $ 3.3 million and $ 5.4 million of issuance costs on the 2029 Senior Notes and the 2035 Senior Notes, respectively.

Hereafter, all senior notes referred to previously will be referred to collectively as the "Senior Notes."

The Company may redeem the outstanding Senior Notes, in whole or in part, at any time and from time to time, prior to respective Par Call Dates (as reflected in the table below) at a redemption price equal to the greater of (x) 100 % of the aggregate principal amount of the applicable Senior Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of the principal and interest on the Senior Notes, in each case discounted to the date of redemption (assuming the applicable Senior Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable treasury rate (as defined in the supplemental indenture establishing the terms of the applicable Senior Notes) plus the applicable spread, as shown in the table below, plus in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.

The Company may also redeem the Senior Notes of any series at its option, in whole or in part, at any time and from time to time on or after the applicable Par Call Date, at a redemption price equal to 100 % of the principal amount of the Senior Notes to be redeemed.

Par Call Dates and the spread to the applicable treasury rate for the respective outstanding Senior Notes are as follows:

Par Call Date

Spread (in basis points)

Senior Notes due 2026

Senior Notes due 2028

Senior Notes Par Call Date Spread (in basis points)

Senior Notes due 2026 July 9, 2026 20

Senior Notes due 2028 June 9, 2028 25

Senior Notes due 2029

December 17, 2028

Senior Notes due 2031 May 9, 2031 25

Senior Notes due 2034 January 12, 2034 30

Senior Notes due 2035

January 12, 2034

July 10, 2035

Other Short-Term Borrowings

12 unchanged sentences

2026 $ 1,019,260

2026 1,294,806

Thereafter 1,700,000

3 unchanged sentences

The covenants also limit the Company’s ability to incur additional debt, create liens, enter into agreements with affiliates, modify the nature of the Company’s business, and merge or consolidate.

As of November 30, 2024, the Company was in compliance with all material covenants for the above arrangements.

As of November 30, 2025, the Company was in compliance with all material financial covenants for the above arrangements.

NOTE 11 – SUPPLIER FINANCE PROGRAMS:

The Company has certain arrangements with third-party financial institutions ("Supplier Finance Programs"), which facilitate the participating vendors’ ability to sell their accounts receivable from the Company to third-party financial institutions, at the sole discretion of these vendors.

The Company has certain arrangements with third-party financial institutions ("Supplier Finance Programs"), which facilitate the participating vendors’ ability to sell their accounts receivable from the Company to the third-party financial institutions, at the sole discretion of these vendors.

The Company is not party to the agreements between the vendor and the third-party financial institution.

4 unchanged sentences

however, the Company did recognize an immaterial amount of fees during fiscal year 2025 within "Cost of revenue" in the Company's Consolidated Statements of Operations related to an arrangement with a certain vendor.

As of November 30, 2024 and November 30, 2023, the Company had $ 3.2 billion and $ 2.7 billion, respectively, in obligations outstanding under these programs included in “ Accounts payable ” in the Company’s Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities in the Consolidated Statements of Cash Flows.

As of November 30, 2025 and 2024, the Company had $ 3.7 billion and $ 3.2 billion, respectively, in obligations outstanding under these programs included in “Accounts payable” in the Company’s Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities in the Consolidated Statements of Cash Flows.

The following table is a rollforward of the Company's outstanding obligations under Supplier Finance Programs (currency in thousands):

Obligations outstanding as of November 30, 2024

Invoices confirmed during the period

Confirmed invoices paid during the period

( 13,423,916 )

Foreign currency exchange translation

Obligations outstanding as of November 30, 2025

NOTE 12— SEGMENT INFORMATION:

Summarized financial information related to the Company’s reportable business segments for the periods presented is shown below:

Americas Europe APJ Consolidated

(currency in thousands)

Operating segments are based on components of the Company that engage in business activity that earn revenue and incur expenses and (a) whose operating results are regularly reviewed by the Company’s chief operating decision maker ("CODM") to make decisions about resource allocation and performance and (b) for which discrete financial information is available.

The Company’s Chief Executive Officer, who is also the CODM, primarily uses operating income to review segment performance by analyzing and comparing year-over-year and forecast-to-actual segment-level operational performance and to make strategic decisions concerning resource allocation across the operating segments.

The Company operates in three reportable segments, which are the same as its operating segments, based on its geographic regions:

the Americas, Europe and APJ.

Financial information related to the Company’s reportable segments for the periods presented is shown below:

Americas Europe APJ

Fiscal year ended November 30, 2025

(currency in thousands)

Revenue $ 36,176,520 $ 21,694,750 $ 4,636,816 $ 62,508,086

Cost of revenue

( 33,569,644 ) ( 20,257,031 ) ( 4,312,429 ) ( 58,139,104 )

Gross profit $ 2,606,876 $ 1,437,719 $ 324,387 $ 4,368,982

Payroll and payroll related expenses (2)

$ ( 988,291 ) $ ( 705,725 ) $ ( 139,398 ) $ ( 1,833,414 )

Depreciation (3)

( 60,417 ) ( 34,478 ) ( 5,412 ) ( 100,307 )

Amortization of intangibles

( 164,167 ) ( 128,754 ) ( 3,337 ) ( 296,258 )

Acquisition, integration and restructuring costs

( 4,322 ) ( 2,112 ) ( 746 ) ( 7,180 )

Share-based compensation expense

( 43,445 ) ( 19,056 ) ( 3,927 ) ( 66,428 )

Other segment items (4)

( 340,840 ) ( 247,779 ) ( 61,857 ) ( 650,476 )

Operating income $ 1,005,394 $ 299,815 $ 109,710 $ 1,414,919

Depreciation and amortization expense ( 239,481 ) ( 157,546 ) ( 10,505 ) ( 407,532 )

Reconciliation to consolidated income before tax

Interest expense and finance charges, net ( 356,608 )

Other expense, net ( 1,057 )

Income before income taxes

Other segment disclosures

Purchases of property and equipment (5)

1 unchanged sentence

Total assets $ 18,426,557 $ 13,196,300 $ 2,628,041 $ 34,250,898

Americas Europe APJ

Fiscal year ended November 30, 2024

(currency in thousands)

Revenue $ 34,791,848 $ 19,634,156 $ 4,026,432 $ 58,452,436

Cost of revenue (1)

( 32,428,806 ) ( 18,318,369 ) ( 3,723,955 ) ( 54,471,130 )

Gross profit $ 2,363,042 $ 1,315,787 $ 302,477 $ 3,981,306

Payroll and payroll related expenses (2)

$ ( 921,300 ) $ ( 632,823 ) $ ( 121,700 ) $ ( 1,675,823 )

Depreciation (3)

( 57,242 ) ( 33,252 ) ( 5,376 ) ( 95,870 )

Amortization of intangibles ( 165,860 ) ( 123,567 ) ( 2,877 ) ( 292,304 )

Acquisition, integration and restructuring costs ( 53,245 ) ( 16,831 ) ( 1,238 ) ( 71,314 )

Share-based compensation expense ( 45,107 ) ( 20,318 ) ( 3,776 ) ( 69,201 )

Other segment items (4)

( 302,740 ) ( 225,083 ) ( 54,760 ) ( 582,583 )

Operating income $ 817,548 $ 263,913 $ 112,750 $ 1,194,211

Depreciation and amortization expense ( 256,911 ) ( 151,712 ) ( 9,692 ) ( 418,315 )

Reconciliation to consolidated income before tax

Interest expense and finance charges, net ( 319,458 )

Other expense, net ( 8,718 )

Income before income taxes $ 866,035

Other segment disclosures

Purchases of property and equipment (5)

1 unchanged sentence

Total assets $ 16,842,254 $ 11,259,735 $ 2,172,490 $ 30,274,479

Americas Europe APJ

Fiscal year ended November 30, 2023

(currency in thousands)

Revenue $ 34,573,859 $ 19,422,297 $ 3,559,260 $ 57,555,416

Cost of revenue (1)

( 32,186,592 ) ( 18,133,330 ) ( 3,278,665 ) ( 53,598,587 )

Gross profit 2,387,267 1,288,967 280,595 3,956,829

Payroll and payroll related expenses (2)

$ ( 909,285 ) $ ( 624,043 ) $ ( 111,939 ) $ ( 1,645,267 )

Depreciation (3)

( 63,069 ) ( 29,354 ) ( 5,038 ) ( 97,461 )

Amortization of intangibles ( 169,569 ) ( 121,680 ) ( 2,488 ) ( 293,737 )

Acquisition, integration and restructuring costs ( 165,845 ) ( 37,091 ) ( 3,299 ) ( 206,235 )

Share-based compensation expense (6)

( 35,955 ) ( 11,255 ) ( 2,063 ) ( 49,273 )

Other segment items (4)

( 306,939 ) ( 229,067 ) ( 50,818 ) ( 586,824 )

Operating income $ 736,605 $ 236,477 $ 104,950 $ 1,078,032

Depreciation and amortization expense ( 280,113 ) ( 174,019 ) ( 9,233 ) ( 463,365 )

Reconciliation to consolidated income before tax

Interest expense and finance charges, net ( 288,318 )

Other expense, net ( 206 )

Income before income taxes $ 789,508

Other segment disclosures

Purchases of property and equipment (5)

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__________________

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Intersegment expenses are included within the amounts shown.

(2) Represents payroll costs for each reportable segment that are recorded within selling, general and administrative expenses.

(3) Represents depreciation recorded within selling, general and administrative expenses.

Excludes $ 17.7 million, $ 13.9 million, and $ 9.8 million of depreciation recorded within cost of revenue in fiscal years 2025, 2024 and 2023, respectively.

Also excludes $ 5.5 million and $ 17.4 million of accelerated depreciation recorded within acquisition, integration and restructuring costs in fiscal years 2024 and 2023, respectively.

Those excluded amounts are included within total depreciation and amortization shown on the Consolidated Statements of Cash Flows.

(4) Other segment items for each reportable segment include various operating costs including cost of warehouses, delivery centers and other non-integration facilities, IT expenses, credit costs including bad debt expense, travel and entertainment, legal and professional fees, non-income taxes and other miscellaneous selling, general, and administrative expenses.

(5) Excludes purchases of capitalized software and application software.

(6) Represents share-based compensation recorded within selling, general and administrative expenses.

Amounts shown for fiscal 2023 exclude certain share-based compensation expenses that were recorded within acquisition, integration and restructuring costs.

Refer to Note 4 - Share-Based Compensation for further discussion of these costs.

The Company attributes revenues from external customers to the country from where products are delivered.

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Net deferred tax liability $ ( 766,325 ) $ ( 776,704 )

The decrease in the Company's net deferred tax liability position is primarily due to a reversal of a portion of the Company's deferred tax liabilities.

The net change in the deferred tax valuation allowances in fiscal 2024 was a decrease of $ 11.7 million primarily resulting from the release of valuation allowances on foreign tax credits in certain jurisdictions for which a valuation allowance had previously been established.

The valuation allowance at November 30, 2024 and November 30, 2023 primarily relates to carryforwards for foreign net operating losses and foreign tax credits in the United States.

The decrease in the Company's net deferred tax liability position is primarily due to a reversal of a portion of the Company's deferred tax liabilities related to long-lived assets.

The net change in the deferred tax valuation allowances in fiscal 2025 was a decrease of $ 12.9 million primarily resulting from the release of valuation allowances on foreign tax credits, partially offset with the recording of valuation allowances in certain foreign jurisdictions.

The valuation allowance at November 30, 2025 primarily relates to carryforwards for foreign net operating losses.

The valuation allowance at November 30, 2024 primarily relates to carryforwards for foreign net operating losses and foreign tax credits in the United States.

The Company considers all positive and negative evidence available in determining the potential of realizing deferred tax assets.

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In addition, the Company has a $ 21.2 million net amount of state net operating losses with the majority having an indefinite carryforward period.

The Company’s foreign tax credit carryforwards in the United States totaled $ 36.3 million at November 30, 2024.

The foreign tax credits have a ten-year carryforward period, and the majority is set to expire in fiscal year 2025 .

The reconciliation of the statutory United States federal income tax rate to the Company’s effective income tax rate is as follows:

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Net changes in deferred tax valuation allowances ( 0.8 ) ( 1.4 ) ( 0.2 )

Foreign-derived intangible income ( 1.6 ) ( 0.7 ) ( 0.5 )

Interest not subject to tax, net ( 0.6 ) 0.1 0.1

Foreign withholding taxes 0.8 2.4 0.6

Capital loss carryback — — ( 1.0 )

Net changes in reserves for uncertain tax positions 0.1 ( 0.3 ) —

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The tax holidays provide for lower rates of taxation and require various thresholds of investment and business activities in those jurisdictions.

Certain tax holidays will begin to expire in fiscal year 2025 .

Certain tax holidays began to expire in fiscal year 2025 .

The tax benefits from the above tax holidays for fiscal years 2025, 2024 and 2023 were not material.

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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 the Company) and further rules becoming effective beginning in 2025.

These rules are not expected to materially impact the Company's Consolidated Financial Statements.

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

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States.

This legislation introduces several measures, including the permanent extension of select provisions from the Tax Cuts and Jobs Act of 2017, revisions to the international tax framework, and the reinstatement of favorable tax treatment for certain business-related items.

The OBBBA contains multiple effective dates, with key provisions beginning in our fiscal year 2026.

Based on our initial assessment, we do not anticipate the OBBBA will have a material impact on our effective tax rate.

The aggregate changes in the balances of gross unrecognized tax benefits, excluding accrued interest and penalties, during fiscal years 2025, 2024 and 2023 were as follows (currency in thousands):

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Gross unrecognized tax benefits at beginning of period $ 16,797 $ 18,940 $ 20,695

Increases in tax positions for prior years 1,068 859 1,069

Increases in tax positions for prior years and acquisitions 812 1,068 859

Decreases in tax positions for prior years ( 632 ) ( 1,219 ) ( 3,093 )

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As a result of the appeals court ruling, the Company paid € 24.9 million through fiscal year 2022.

The Company decreased its accrual established for this matter by $ 10.8 million during fiscal year 2022 which is recorded in "Other expense, net" in the Consolidated Statement of Operations .

The Company continues to contest the arguments of the Competition Authority and has further appealed this matter.

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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 8. Financial Statements and Supplementary Data