What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-02 compared with 2025-10-01 · 170 added, 225 removed, 237 unchanged (63% of the section changed)

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When used in this Quarterly Report on Form 10-Q, or this “Report”, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “allows,” “can,” “may,” “could,” “designed,” “will,” and similar expressions are intended to identify forward-looking statements.

These are statements that relate to future periods and include statements about our business model and our services, our business and market strategy, future growth, demand, our infrastructure, our investment in our information technology ("IT") systems, our employee hiring and retention, our revenue, sources of revenue, our gross margins, our operating costs and results, timing of payment, the value of our inventory, our competition, our future needs and sources for additional financing, contract terms, relationships with our suppliers, adequacy of our facilities, our legal proceedings, our operations, foreign currency exchange rates and hedging activities, our strategic acquisitions, seasonality of sales, adequacy of our cash resources, our debt and financing arrangements, including our supplier finance programs, the impact of any change to our credit rating, interest rate risk and impact thereof, cash held by our international subsidiaries and repatriation, changes in fair value of derivative instruments, our tax liabilities, adequacy of our disclosure controls and procedures, cybersecurity and cyberattacks, impact of our pricing policies, impact of economic and industry trends, changes to the markets in which we compete, impact of new reporting rules and accounting policies, our estimates and assumptions, impact of inventory repurchase obligations and commitments and contingencies, our effective tax rates, impact of any impairment of our goodwill and intangible assets, our share repurchase and dividend program, and our assessments and expectations with respect to the potential impacts of OBBBA (as defined below).

These are statements that relate to future periods and include statements about our business model and our services, our business and market strategy, future growth, demand, our infrastructure, our investment in our information technology ("IT") systems, our employee hiring and retention, our revenue, sources of revenue, our gross margins, our operating costs and results, timing of payment, the value of our inventory, our competition, our future needs and sources for additional financing, contract terms, relationships with our suppliers, adequacy of our facilities, our legal proceedings, our operations, foreign currency exchange rates and hedging activities, our strategic acquisitions, seasonality of sales, adequacy of our cash resources, our debt and financing arrangements and repayment expectations related thereto, including our supplier finance programs, the impact of any change to our credit rating, interest rate risk and impact thereof, cash held by our international subsidiaries and repatriation, changes in fair value of derivative instruments, our tax liabilities, adequacy of our disclosure controls and procedures, cybersecurity and cyberattacks, impact of our pricing policies, impact of economic and industry trends, changes to the markets in which we compete, impact of new reporting rules and accounting policies, our estimates and assumptions, impact of inventory repurchase obligations and commitments and contingencies, our effective tax rates, impact of any impairment of our goodwill and intangible assets, and our share repurchase and dividend program.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.

These risks and uncertainties include, but are not limited to, those risks discussed herein and others, including risks related to the buying patterns of our customers, concentration of sales to large customers, the loss or consolidation of one or more of our significant original equipment manufacturer ("OEM") suppliers or customers, market acceptance of the products we assemble and distribute, competitive conditions in our industry and their impact on our margins, pricing and other terms with our OEM suppliers, our ability to retain key personnel, our ability to gain market share, variations in supplier-sponsored programs, changes in our costs and operating expenses, increased inflation, uncertainty over global trade policies and the impacts of related tariffs, dependence upon and trends in capital spending budgets in the IT industry, fluctuations in general economic conditions, changes in tax laws, risks associated with our international operations, any incidents of theft, uncertainties and variability in demand by our reseller and integration customers, credit exposure to our reseller customers and negative trends in their businesses, supply shortages or delays, any termination or reduction in our supplier finance programs;

These risks and uncertainties include, but are not limited to, those risks discussed herein and others, including risks related to the buying patterns of our customers, concentration of sales to large customers, the loss or consolidation of one or more of our significant original equipment manufacturer ("OEM") suppliers or customers, market acceptance of the products we assemble and distribute, competitive conditions in our industry and their impact on our margins, pricing and other terms with our OEM suppliers, our ability to retain key personnel, our ability to gain market share, variations in supplier-sponsored programs, changes in our costs and operating expenses, increased inflation, uncertainty over global trade policies and the impacts of related tariffs, geopolitical instability and armed conflicts in the Middle East and other regions, dependence upon and trends in capital spending budgets in the IT industry, fluctuations in general economic conditions, changes in tax laws, risks associated with our international operations, any incidents of theft, uncertainties and variability in demand by our reseller and integration customers, credit exposure to our reseller customers and negative trends in their businesses, supply shortages or delays, any termination or reduction in our supplier finance programs;

changes in value of foreign currencies and interest rates and other risk factors contained in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended November 30, 2025.

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We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless otherwise required by law.

In the Management’s Discussion and Analysis of Financial Condition and Results of Operations, all references to “TD SYNNEX,” "SYNNEX," “we,” “us,” “our” or the “Company” mean TD SYNNEX Corporation and its subsidiaries, except where it is made clear that the term means only the parent company or one of its segments .

In the Management’s Discussion and Analysis of Financial Condition and Results of Operations, all references to “TD SYNNEX,” “we,” “us,” “our” or the “Company” mean TD SYNNEX Corporation and its subsidiaries, except where it is made clear that the term means only the parent company or one of its segments .

TD SYNNEX, the TD SYNNEX logo and all other TD SYNNEX company, product and services names and slogans are trademarks or registered trademarks of TD SYNNEX Corporation.

Other names and marks are the property of their respective owners.

We are a Fortune 100 corporation and a leading global distributor and solutions aggregator for the IT ecosystem.

We serve a critical role, bringing products from the world's leading and emerging technology vendors to market, and helping our customers create solutions best suited to maximize business outcomes for their end-user customers.

Digital transformation and the migration to cloud computing is reshaping our industry, enabling businesses and consumers to evaluate, procure, acquire, and consume technology products and services in a variety of ways.

We are a Fortune 100 corporation and a leading global distributor, solutions aggregator, and original design and contract manufacturer that plays a central role in connecting the technology ecosystem, helping partners maximize the value of technology investments and achieve measurable business outcomes.

Digital transformation and the migration to cloud computing has reshaped our industry, enabling businesses and consumers to evaluate, procure, acquire, and consume technology products and services in a variety of ways.

Hybrid models of IT consumption, supporting both physical and virtual delivery methods are emerging, as hardware and software-based solutions become increasingly combined.

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We are focusing on the following strategic imperatives in pursuit of our vision:

• Unify our reach through expansion of our portfolio in both mature and developing markets through our targeted go-to-market strategy.

• Target new customers by leveraging our specialist model to target emerging customer groups, offering deeply personalized solutions to grow our customer base.

• Expand our addressable market through our unique vendor value proposition, capitalizing on end-to-end capabilities through growth with our existing vendors and through building relationships with new vendors.

• Diversify our offerings within our end-to-end portfolio of products, services and solutions, including further investments in hyperscale infrastructure manufacturing.

• Accelerate our focus on services and invest in the growth of our services business to enhance our value proposition to vendors and customers.

We offer a comprehensive catalog of technology products from OEMs, such as personal computing devices, mobile phones and accessories, and strategic technologies such as cloud, security, data analytics, artificial intelligence ("AI") and hyperscale infrastructure.

This enables us to offer comprehensive solutions to our customers, including value-added resellers ("VARs"), corporate resellers, government resellers, system integrators, direct marketers, retailers and managed service providers ("MSPs").

• Unify our reach by expanding our portfolio in both mature and developing markets through our targeted go-to-market strategy.

• Target new customers by leveraging our specialist go-to-market and trusted advisor approach to deliver tailored value propositions and personalized solutions that align closely with the unique business needs and priorities of each customer.

• Expand our addressable market through our unique vendor value proposition, capitalizing on end-to-end capabilities to support business currently operated by vendors.

• Diversify our offerings within our end-to-end portfolio of products, services and solutions, including providing design, manufacturing and supply chain services to hyperscale computing customers.

• Expand and attach our service capabilities to meet our customers' evolving needs, also enabling us to engage earlier in the customer lifecycle, support more complex deployments, drive renewals and deepen our relationships with our customers.

We offer a comprehensive catalog of technology products from OEMs, such as personal computing devices, mobile phones and accessories, cloud, security, data analytics, artificial intelligence ("AI") and hyperscale computing infrastructure.

This enables us to offer comprehensive solutions to our customers, including value-added resellers ("VARs"), independent software vendors, corporate resellers, government resellers, system integrators, direct marketers, retailers and managed service providers ("MSPs").

We combine our core strengths in distribution with demand generation, supply chain management and design and integration solutions to help our customers achieve greater efficiencies in time to market, cost minimization, real-time linkages in the supply chain and aftermarket product support.

We also provide comprehensive IT solutions including hardware, software and services which provides a highly efficient route to market for both vendors and customers.

We group the majority of our offerings into two primary solutions portfolios, Endpoint Solutions and Advanced Solutions.

During the first quarter of fiscal year 2026, the Company revised its reportable segments to align with how the Company’s Chief Operating Decision Maker (the "CODM") manages the business, assesses performance and allocates resources.

As a result, we now operate in four reportable segments comprised of three reportable segments related to our global distribution business organized within three geographic regions known as the Americas, Europe and Asia-Pacific and Japan ("APJ").

Our fourth reportable segment is Hyve Solutions, which operates globally.

Across each geographic region, our distribution businesses bring together a broad portfolio of IT hardware, software and systems, providing access to products across the global IT ecosystem.

Our Hyve Solutions business partners with technology companies to design, manufacture, and deliver traditional and accelerated compute, cloud, and connected infrastructure worldwide.

Prior period segment results have been recast to reflect our new reportable segments.

We group our distribution businesses' offerings into two solutions portfolios, Endpoint Solutions and Advanced Solutions.

Our Endpoint Solutions portfolio primarily includes personal computing devices and peripherals, mobile phones and accessories, printers and supplies.

Our Advanced Solutions portfolio primarily includes data center technologies such as hybrid cloud, security, storage, networking, servers, software, converged and hyper-converged infrastructure and hyperscale infrastructure, via our Hyve business.

Our Advanced Solutions portfolio primarily includes data center technologies such as hybrid cloud, security, storage, networking, servers, software, and converged and hyper-converged infrastructure.

Our business is characterized by low gross profit as a percentage of revenue, or gross margin, and low operating income as a percentage of revenue, or operating margin.

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A difficult and challenging economic environment, due to the continued persistence of inflation, elevated interest rates, market volatility and adverse effects on product demand connected to geopolitical developments including tariff uncertainty, or other factors may also lead to decline in the IT industry or increased price-based competition.

Our systems design and integration solutions business is highly dependent on the demand for cloud infrastructure, and the number of key customers and suppliers in the market.

Our business includes operations in the Americas, Europe and Asia-Pacific and Japan ("APJ") so we are affected by demand for our products in those regions, as well as the impact of fluctuations in foreign currency exchange rates compared to the United States ("U.S.") dollar.

As part of our corporate strategy and to augment organic growth, we evaluate strategic acquisitions of businesses and assets that complement and expand our existing capabilities or enable us to acquire new OEM relationships, enhance our supply chain and integration capabilities, the services we provide to our customers and OEM suppliers, and expand our geographic footprint.

In addition, we continually review our operations and product and service offerings and divest businesses that we deem no longer strategic to our ongoing operations.

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 preliminary purchase price of approximately $111.8 million, subject to certain working capital and other adjustments.

On March 22, 2021, we 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, we 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.

Our Hyve Solutions business is highly dependent on the demand for cloud infrastructure, and the number of key customers and suppliers in the market.

Our business includes operations in the Americas, Europe and APJ so we are affected by demand for our products in those regions, as well as the impact of fluctuations in foreign currency exchange rates compared to the United States ("U.S.") dollar.

We continually seek to augment organic growth in our business with strategic acquisitions of businesses and assets that complement and expand our existing capabilities.

We also divest businesses that we deem no longer strategic to our ongoing operations.

We seek to acquire new OEM relationships, enhance our supply chain and integration capabilities, increase the services we provide to our customers and OEM suppliers, and expand our geographic footprint.

Results of Operations

The following table sets forth, for the indicated periods, data as percentages of total revenue:

Three Months Ended Nine Months Ended

Three Months Ended

Consolidated Statements of Operations Data:

August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

February 28, 2026 February 28, 2025

Revenue 100.00 % 100.00 %

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Selling, general and administrative expenses (4.45) % (4.77) %

Acquisition, integration and restructuring costs (0.02) % — % (0.01) % (0.16) %

Operating income 2.85 % 2.10 %

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• Revenue in constant currency, which is revenue adjusted for the translation effect of foreign currencies so that certain financial results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of our business performance.

Revenue in constant currency is calculated by translating the revenue for the three and nine months ended August 31, 2025 in the billing currency using the comparable prior period currency conversion rate.

Revenue in constant currency is calculated by translating the revenue for the three months ended February 28, 2026 in the billing currency using the comparable prior period currency conversion rate.

Generally, when the dollar either strengthens or weakens against other currencies, the growth at constant currency rates will be higher or lower than growth reported at actual exchange rates.

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• Non-GAAP operating margin, which is non-GAAP operating income, as defined above, divided by revenue.

• Non-GAAP net income, which is net income, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense and income taxes related to the aforementioned items.

• Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share impact of acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense and income taxes related to the aforementioned items.

• Non-GAAP net income, which is net income, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense, a realized gain upon sale of certain equity securities ("gain on investments") and income taxes related to the aforementioned items.

• Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share impact of acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense, gain on investments and income taxes related to the aforementioned items.

Acquisition, integration and restructuring costs, which are expensed as incurred, primarily represent professional services costs for legal, banking, consulting and advisory services, severance and other personnel related costs, share-based compensation expense and debt extinguishment fees that are incurred in connection with acquisition, integration, restructuring and divestiture activities.

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Given the variety and timing of awards and the subjective assumptions that are necessary when calculating share-based compensation expense, we believe this additional information allows investors to make additional comparisons between our operating results from period to period.

Gain on investments includes a benefit recorded in other income (expense), net during the first quarter of fiscal 2026 resulting from a realized gain upon sale of certain equity securities.

We believe that providing this additional information is useful to the reader to better assess and understand our base operating performance, especially when comparing results with previous periods and for planning and forecasting in future periods, primarily because management typically monitors the business adjusted for these items in addition to GAAP results.

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These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures and should be used as a complement to, and in conjunction with data presented in accordance with GAAP.

Three and Nine Months Ended August 31, 2025 and 2024:

The following table summarizes our revenue and change in revenue by segment for the three and nine months ended August 31, 2025 and 2024:

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change August 31, 2025 August 31, 2024 Percent Change

Three Months Ended February 28, 2026 and 2025:

The following table summarizes our revenue and change in revenue by reportable segment for the three months ended February 28, 2026 and 2025:

Three Months Ended

February 28, 2026 February 28, 2025 Percent Change

Revenue in constant currency (in thousands)

Revenue $ 17,161,198 $ 14,531,707 18.1 %

Impact of changes in foreign currencies (708,566) —

Revenue in constant currency $ 16,452,632 $ 14,531,707 13.2 %

(in thousands) (in thousands)

Americas distribution

Revenue $ 7,773,442 $ 7,070,532 9.9 %

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Revenue in constant currency $ 7,728,524 $ 7,070,532 9.3 %

Europe distribution

Revenue $ 6,237,172 $ 4,958,256 25.8 %

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Revenue in constant currency $ 5,565,663 $ 4,958,256 12.3 %

APJ distribution

Revenue $ 999,588 $ 770,362 29.8 %

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Revenue in constant currency $ 1,007,449 $ 770,362 30.8 %

Hyve Solutions

Revenue $ 2,150,996 $ 1,732,557 24.2 %

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Revenue in constant currency $ 2,150,996 $ 1,732,557 24.2 %

• Three Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $1.0 billion and $650.5 million, respectively.

The increases are primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the prior three months ended August 31, 2024 by approximately $810 million, or 5%.

The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S.

• Nine Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $2.5 billion and $2.4 billion, respectively.

The increases are primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the nine months ended August 31, 2024 by approximately $2.0 billion, or 5%.

The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S.

• Three Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $177.9 million and $180.0 million, respectively.

The increases are primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the three months ended August 31, 2024 by approximately $620 million, or 7%.

• Nine Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $1.1 billion and $1.2 billion, respectively.

The increases are primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the nine months ended August 31, 2024 by approximately $1.1 billion, or 4%.

The impact of changes in foreign currencies is primarily due to the weakening of the Canadian dollar against the U.S.

• Three Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $583.7 million and $277.4 million, respectively.

The increases are primarily driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the three months ended August 31, 2024 by approximately $100 million, or 2%.

Three Months Ended February 28, 2026 versus February 28, 2025

Revenue and revenue in constant currency increased by $2.6 billion and $1.9 billion, respectively.

The increases are driven by growth in both our Advanced Solutions and Endpoint Solutions distribution portfolios as well as growth in Hyve Solutions, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue growth compared to the prior period by approximately 6%.

The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S.

• Nine Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $1.1 billion and $817.5 million, respectively.

The increases are primarily driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the nine months ended August 31, 2024 by approximately $570 million, or 4%.

Americas distribution

Revenue and revenue in constant currency increased by $702.9 million and $658.0 million, respectively.

The increases are driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue growth compared to the prior period by approximately 1%.

The impact of changes in foreign currencies is primarily due to the strengthening of the Canadian dollar against the U.S.

Europe distribution

Revenue and revenue in constant currency increased by $1.3 billion and $607.4 million, respectively.

The increases are driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, along with a greater percentage of our sales being presented on a gross basis due to the mix of products sold, which positively impacted our revenue growth compared to the prior period by approximately 1%.

The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S.

• Three Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $204.6 million and $193.2 million, respectively.

The impact of changes in foreign currencies is primarily due to the strengthening of the Japanese yen against the U.S.

• Nine Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $337.9 million and $334.7 million, respectively.

The increases are primarily driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the nine months ended August 31, 2024 by approximately $350 million, or 12%.

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change

Gross profit & gross margin - Consolidated

(in thousands) (in thousands)

APJ distribution

Revenue and revenue in constant currency increased by $229.2 million and $237.1 million, respectively.

The increases are driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue growth compared to the prior period by approximately 1%.

The impact of changes in foreign currencies is primarily due to the weakening of the Indian rupee against the U.S.

Hyve Solutions

Revenue and revenue in constant currency both increased by $418.4 million.

The increases are driven by growth in manufacturing and assembly sales as well as supply chain services, partially offset by a greater percentage of our sales being presented on a net basis due to a higher mix of sales under arrangements which operate under a customer-owned procurement model, which negatively impacted our revenue growth compared to the prior period by approximately 71%.

Three Months Ended

February 28, 2026 February 28, 2025 Percent Change

Gross profit & gross margin - Consolidated (in thousands)

Revenue $ 17,161,198 $ 14,531,707 18.1 %

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Our gross margin is affected by a variety of factors, including competition, selling prices, mix of products, the percentage of revenue that is presented on a net basis, product costs along with rebate and discount programs from our suppliers, reserves or settlement adjustments, freight costs, inventory losses and fluctuations in revenue.

Three Months Ended August 31, 2025 versus August 31, 2024

• Gross profit increased primarily due to the increase in revenue due to growth in both our Advanced Solutions and Endpoint Solutions portfolios, along with the increase in gross margin.

• Gross margin increased primarily due to the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our gross margin by approximately 35 basis points, along with margin expansion in our Endpoint Solutions portfolio.

Nine Months Ended August 31, 2025 versus August 31, 2024

• Gross profit increased primarily due to the increase in revenue due to growth in both our Advanced Solutions and Endpoint Solutions portfolios.

• Gross margin increased primarily due to the impact of the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our gross margin by approximately 29 basis points, partially offset by higher strategic technologies margins during the first half of the prior fiscal year.

Three Months Ended February 28, 2026 versus February 28, 2025

• Gross profit increased primarily due to the increase in revenue due to growth in our Advanced Solutions and Endpoint Solutions distribution portfolios and in Hyve Solutions, along with the increase in gross margin.

The impact of changes in foreign currencies had a favorable impact on gross profit of approximately $47 million.

• Gross margin increased primarily due to the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our gross margin by approximately 37 basis points, as well as margin expansion in our Advanced Solutions and Endpoint Solutions distribution portfolios.

Selling, General and Administrative ("SG&A") Expenses

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change

(in thousands) (in thousands)

Three Months Ended

February 28, 2026 February 28, 2025 Percent Change

(in thousands)

Gross profit $ 1,252,146 $ 998,006 25.5 %

Selling, general and administrative expenses $ 762,786 $ 693,547 10.0 %

$ 743,892 $ 657,513 13.1 % $ 2,153,947 $ 2,000,772 7.7 %

Acquisition, integration and restructuring costs (884) (1,062)

Amortization of intangibles (75,703) (71,407)

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Selling, general and administrative expenses as a percent of gross profit 60.9 % 69.5 %

65.8 % 68.4 % 67.9 % 68.0 %

Adjusted selling, general and administrative expenses as a percent of gross profit

52.9 % 60.0 %

____________________________

(1) Excludes acquisition, integration and restructuring costs, which are presented separately on the Consolidated Statements of Operations.

Our SG&A expenses consist primarily of personnel costs such as salaries, commissions, bonuses and temporary personnel costs.

SG&A expenses also include cost of warehouses, delivery centers and other non-integration facilities, share-based compensation expense, utility expenses, legal and professional fees, depreciation on certain of our capital equipment, bad debt expense, amortization of our intangible assets, and marketing expenses, offset in part by reimbursements from our OEM suppliers.

Three Months Ended August 31, 2025 versus August 31, 2024

• SG&A expenses and adjusted SG&A expenses increased primarily due to higher personnel costs.

• SG&A expenses as a percentage of gross profit and adjusted SG&A expenses as a percentage of gross profit decreased due to our increase in gross profit from growth in both our Advanced Solutions and Endpoint Solutions portfolios as well as gross margin expansion in our Endpoint Solutions portfolio, which exceeded the increase in SG&A expenses primarily due to higher personnel costs.

Nine Months Ended August 31, 2025 versus August 31, 2024

• SG&A expenses and adjusted SG&A expenses increased primarily due to higher personnel costs.

• SG&A expenses as a percentage of gross profit and adjusted SG&A expenses as a percentage of gross profit were relatively consistent, as the current period increase in SG&A expenses primarily due to higher personnel costs correlated with the increase in gross profit.

Acquisition, Integration and Restructuring Costs

Acquisition, integration and restructuring costs during the nine months ended August 31, 2024 were primarily comprised of costs related to the Merger.

Acquisition, integration and restructuring costs during the three and nine months ended August 31, 2025 included $1.3 million of costs related to the acquisition of Apptium.

For further discussion of the Apptium acquisition, see Note 3 – Acquisition, Integration and Restructuring Costs to the Consolidated Financial Statements included in Part I, Item 1 of this Report.

Other acquisition, integration and restructuring costs were $1.0 million and $2.8 million during the three and nine months ended August 31, 2025, respectively, and $0.7 million and $1.9 million during the three and nine months ended August 31, 2024, respectively.

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

There were no related expenses recognized during the three and nine months ended August 31, 2025 and the three months ended August 31, 2024.

We previously incurred acquisition, integration and restructuring costs related to the completion of the Merger, including professional services costs, personnel and other costs, and long-lived assets charges and termination fees.

Professional services costs are primarily comprised of IT and other consulting services, as well as legal expenses.

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

Long-lived assets charges and termination fees during the nine months ended August 31, 2024 include accelerated depreciation and amortization expense of $5.5 million due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, along with $17.0 million for termination fees related to certain IT systems.

In July 2023, we offered a voluntary severance program ("VSP") to certain co-workers in the U.S.

as part of our cost optimization efforts related to the Merger.

During the nine months ended August 31, 2024 we incurred $10.1 million of costs in connection with the VSP including $8.0 million of severance costs and $2.1 million of duplicative labor costs.

During the nine months ended August 31, 2024, acquisition and integration expenses related to the Merger were composed of the following:

Nine Months Ended

August 31, 2024

(in thousands)

Professional services costs $ 16,456

Personnel and other costs 15,279

Long-lived assets charges and termination fees 22,533

Voluntary severance program costs

Total $ 64,381

Our SG&A expenses consist primarily of personnel costs such as salaries, commissions, bonuses, share-based compensation and temporary personnel costs.

SG&Aexpenses also include amortization of our intangible assets, cost of warehouses, delivery centers and other non-integration facilities, depreciation on certain of our capital equipment, IT expenses, credit costs including bad debt expense, legal and professional fees, travel and entertainment, and non-income taxes.

Three Months Ended February 28, 2026 versus February 28, 2025

• SG&A expenses and adjusted SG&A expenses increased primarily due to higher personnel costs, along with the impact of changes in foreign currencies, which had an unfavorable impact of approximately $35 million.

• SG&A expenses as a percentage of gross profit and adjusted SG&A expenses as a percentage of gross profit decreased due to our increase in gross profit from growth in both our Advanced Solutions and Endpoint Solutions distribution portfolios as well as in Hyve Solutions, along with gross margin expansion in our Advanced Solutions and Endpoint Solutions distribution portfolios, partially offset by higher personnel costs.

Operating Income

The following tables provide an analysis of operating income and non-GAAP operating income on a consolidated and regional basis as well as a reconciliation of operating income to non-GAAP operating income on a consolidated and regional basis for the three and nine months ended August 31, 2025 and 2024:

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change August 31, 2025 August 31, 2024 Percent Change

Operating income & operating margin - Consolidated

(in thousands) (in thousands)

The following tables provide an analysis of operating income and non-GAAP operating income on a consolidated and reportable segment basis as well as a reconciliation of operating income to non-GAAP operating income on a consolidated and reportable segment basis for the three months ended February 28, 2026 and 2025:

Three Months Ended

February 28, 2026 February 28, 2025 Percent Change

Operating income & operating margin - Consolidated (in thousands)

Revenue $ 17,161,198 $ 14,531,707 18.1 %

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Non-GAAP operating margin 3.44 % 2.74 %

Consolidated Three Months Ended August 31, 2025 versus August 31, 2024

• Operating income and non-GAAP operating income increased primarily due to an increase in revenue, along with gross margin expansion in our Endpoint Solutions portfolio, partially offset by higher personnel costs.

• Operating margin and non-GAAP operating margin increased primarily due to the increase in gross margin.

Consolidated Nine Months Ended August 31, 2025 versus August 31, 2024

• Operating income increased primarily due to an increase in revenue and lower acquisition, integration and restructuring costs, partially offset by higher personnel costs.

• Operating margin increased primarily due to lower acquisition, integration and restructuring costs.

• Non-GAAP operating income increased primarily due to an increase in revenue, partially offset by higher personnel costs.

• Non-GAAP operating margin was relatively consistent, as the current period increase in SG&A expenses correlated with the increase in revenue.

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change August 31, 2025 August 31, 2024 Percent Change

Operating income & operating margin - Americas

(in thousands) (in thousands)

Consolidated - Three Months Ended February 28, 2026 versus February 28, 2025

• Operating income and non-GAAP operating income increased primarily due to an increase in revenue, along with

gross margin expansion in our Advanced Solutions and Endpoint Solutions distribution portfolios, partially offset by higher personnel costs.

• Operating margin and non-GAAP operating margin increased primarily due to the increase in gross margin, including impacts from the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our operating margin and non-GAAP operating margin by approximately 14 and 18 basis points, respectively, along with increased operating leverage resulting from the increase in revenue.

Three Months Ended

February 28, 2026 February 28, 2025 Percent Change

Operating income & operating margin - Americas distribution (in thousands)

Revenue $ 7,773,442 $ 7,070,532 9.9 %

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Non-GAAP operating margin 3.23 % 2.61 %

Americas Three Months Ended August 31, 2025 versus August 31, 2024

• Operating income and non-GAAP operating income increased, primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios, and an increase in gross margin, partially offset by higher personnel costs.

• Operating margin and non-GAAP operating margin increased primarily due to an increase in gross margin in the region, including impacts from the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our operating margin and non-GAAP operating margin by approximately 20 and 24 basis points, respectively.

Americas Nine Months Ended August 31, 2025 versus August 31, 2024

• Operating income increased primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios and lower acquisition, integration and restructuring costs, partially offset by higher personnel costs.

• Operating margin increased primarily due to lower acquisition, integration and restructuring costs, along with the impact of the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our operating margin by approximately 11 basis points.

• Non-GAAP operating income increased primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios, partially offset by higher personnel costs.

• Non-GAAP operating margin increased primarily due to the impact of the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our non-GAAP operating margin by approximately 13 basis points.

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change August 31, 2025 August 31, 2024 Percent Change

Operating income & operating margin - Europe

(in thousands) (in thousands)

Americas distribution - Three Months Ended February 28, 2026 versus February 28, 2025

• Operating income and non-GAAP operating income increased, primarily due to revenue growth and gross margin expansion in both our Advanced Solutions and Endpoint Solutions portfolios, partially offset by higher personnel costs.

• Operating margin and non-GAAP operating margin increased primarily due to the increase in gross margin, along with increased operating leverage resulting from the increase in revenue.

Three Months Ended

February 28, 2026 February 28, 2025 Percent Change

Operating income & operating margin - Europe distribution (in thousands)

Revenue $ 6,237,172 $ 4,958,256 25.8 %

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Non-GAAP operating margin 2.36 % 2.13 %

Europe Three Months Ended August 31, 2025 versus August 31, 2024

• Operating income and non-GAAP operating income increased primarily due to an increase in revenue, partially offset by higher personnel costs.

• Operating margin and non-GAAP operating margin slightly increased primarily due to the mix of products sold.

Europe Nine Months Ended August 31, 2025 versus August 31, 2024

• Operating income increased primarily due to a decrease in acquisition, integration and restructuring costs and an increase in revenue, partially offset by higher personnel costs.

• Operating margin decreased, primarily due to lower strategic technologies gross margins and higher personnel costs, partially offset by a decrease in acquisition, integration and restructuring costs.

• Non-GAAP operating income slightly decreased primarily due to higher personnel costs partially offset by an increase in revenue.

• Non-GAAP operating margin decreased primarily due to lower strategic technologies gross margins and higher personnel costs.

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change August 31, 2025 August 31, 2024 Percent Change

Operating income & operating margin - APJ

(in thousands) (in thousands)

Europe distribution - Three Months Ended February 28, 2026 versus February 28, 2025

• Operating income and non-GAAP operating income increased primarily due to an increase in revenue in both our Advanced Solutions and Endpoint Solutions portfolios, along with the favorable impact of changes in foreign currencies, partially offset by higher personnel costs.

• Operating margin and non-GAAP operating margin increased primarily due to increased operating leverage resulting from the increase in revenue.

Three Months Ended

February 28, 2026 February 28, 2025 Percent Change

Operating income & operating margin - APJ distribution (in thousands)

Revenue $ 999,588 $ 770,362 29.8 %

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Non-GAAP operating margin 3.23 % 1.66 %

APJ Three Months Ended August 31, 2025 versus August 31, 2024

• Operating income and non-GAAP operating income increased primarily due to an increase in revenue, partially offset by higher personnel costs.

• Operating margin and non-GAAP operating margin were relatively consistent, as the impact of the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted both our operating margin and non-GAAP operating margin by approximately 18 basis points, was offset by a decrease in strategic technologies gross margins.

APJ Nine Months Ended August 31, 2025 versus August 31, 2024

• Operating income and non-GAAP operating income were relatively consistent.

• Operating margin and non-GAAP operating margin decreased primarily due to a decrease in strategic technologies gross margins, partially offset by the impact of the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted our operating margin and non-GAAP operating margin by approximately 24 and 26 basis points, respectively.

APJ distribution - Three Months Ended February 28, 2026 versus February 28, 2025

• Operating income and non-GAAP operating income increased primarily due to revenue growth and gross margin expansion in both our Advanced Solutions and Endpoint Solutions portfolios.

• Operating margin and non-GAAP operating margin increased primarily due to the increase in gross margin, along with increased operating leverage resulting from the increase in revenue.

Three Months Ended

February 28, 2026 February 28, 2025 Percent Change

Operating income & operating margin - Hyve Solutions (in thousands)

Revenue $ 2,150,996 $ 1,732,557 24.2 %

Operating income $ 155,474 $ 93,857 65.6 %

Share-based compensation 3,452 1,899

Non-GAAP operating income $ 158,926 $ 95,756 66.0 %

Operating margin

7.23 % 5.42 %

Non-GAAP operating margin 7.39 % 5.53 %

Hyve Solutions - Three Months Ended February 28, 2026 versus February 28, 2025

• Operating income and non-GAAP operating income increased primarily due to strong growth in manufacturing and assembly sales, as well as supply chain services.

• Operating margin and non-GAAP operating margin increased primarily due to a greater percentage of our sales being presented on a net basis due to a higher mix of sales under arrangements which operate under a customer-owned procurement model, which positively impacted our operating margin and non-GAAP operating margin by approximately 262 and 268 basis points, respectively.

Interest Expense and Finance Charges, Net

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change

(in thousands) (in thousands)

Three Months Ended

February 28, 2026 February 28, 2025 Percent Change

(in thousands)

Interest expense and finance charges, net $ 86,534 $ 87,880 (1.5) %

Percentage of revenue 0.50 % 0.60 %

Amounts recorded in interest expense and finance charges, net, consist primarily of interest expense paid on our Senior Notes, our lines of credit, our accounts receivable securitization facility and our term loans, and fees associated with the sale of accounts receivable, partially offset by income earned on our cash investments.

Three Months Ended August 31, 2025 versus August 31, 2024

Interest expense and finance charges, net increased, primarily driven by an increase in short-term borrowings to fund working capital requirements, along with increased costs associated with the sale of accounts receivable due to higher volumes of sold receivables.

Accounts receivable discount fees for these programs totaled $18.0 million and $16.4 million in the three months ended August 31, 2025 and 2024, respectively.

Nine Months Ended August 31, 2025 versus August 31, 2024

Interest expense and finance charges, net increased, primarily driven by an increase in short-term borrowings to fund working capital requirements along with higher average interest rates on our Senior Notes, partially offset by decreased costs associated with the sale of accounts receivable due to lower related discount fees.

Accounts receivable discount fees for these programs totaled $43.5 million and $49.0 million in the nine months ended August 31, 2025 and 2024, respectively.

Amounts recorded in interest expense and finance charges, net, consist primarily of interest expense on our Senior Notes, our lines of credit, our accounts receivable securitization facility and our term loans, and fees associated with the sale of accounts receivable, partially offset by income earned on our cash investments.

Three Months Ended February 28, 2026 versus February 28, 2025

Interest expense and finance charges, net slightly decreased, primarily driven by lower average interest rates, partially offset by increased costs associated with the sale of accounts receivable due to higher volumes of sold receivables.

Accounts receivable discount fees for these programs totaled $20.8 million and $12.0 million in the three months ended February 28, 2026 and 2025, respectively.

Other Income (Expense), Net

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Change in Dollars

(in thousands) (in thousands)

Three Months Ended

February 28, 2026 February 28, 2025 Change in Dollars

(in thousands)

Other income (expense), net $ 19,582 $ (1,696) $ 21,278

$ 792 $ (1,518) $ 2,310 $ (983) $ (7,493) $ 6,510

Percentage of revenue 0.11 % (0.02) %

Amounts recorded as other income (expense), net include foreign currency transaction gains and losses on certain financing transactions and the related derivative instruments used to hedge such financing transactions, the cost of hedging, investment gains and losses, and other non-operating gains and losses, such as settlements received from class action lawsuits.

Three and Nine Months Ended August 31, 2025 versus August 31, 2024

Other income (expense), net improved primarily due to decreased hedging costs.

Three Months Ended February 28, 2026 versus February 28, 2025

Other income (expense), net improved primarily due to a $22.4 million gain recognized on sale of an investment in equity securities during the three months ended February 28, 2026.

Provision for Income Taxes

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change

(in thousands) (in thousands)

Three Months Ended

February 28, 2026 February 28, 2025 Percent Change

(in thousands)

Provision for income taxes $ 95,493 $ 47,346 101.7 %

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Income taxes for the interim periods presented have been included in the accompanying Consolidated Financial Statements on the basis of an estimated annual effective tax rate.

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.

Three and Nine Months Ended August 31, 2025 versus August 31, 2024

Income tax expense increased primarily due to higher income during the period and a higher effective tax rate.

The effective tax rate was higher primarily due to favorable discrete items recorded during the prior year and the relative mix of earnings within the taxing jurisdictions in which we operate.

Three Months Ended February 28, 2026 versus February 28, 2025

Income tax expense increased primarily due to higher income during the period and a slightly higher effective tax rate.

The effective tax rate was higher primarily due to the relative mix of earnings within the taxing jurisdictions in which we operate.

Net Income and Diluted EPS

The following tables present net income and diluted EPS as well as a reconciliation of our most comparable GAAP measures to the related non-GAAP measures presented:

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

Non-GAAP net income - Consolidated

Three Months Ended

February 28, 2026 February 28, 2025

Net income - Consolidated

(in thousands)

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Share-based compensation 23,645 21,861

Gain on investments (22,354) —

Income taxes related to the above (22,226) (24,496)

Non-GAAP net income $ 382,567 $ 237,371

Three Months Ended Nine Months Ended

Non-GAAP diluted EPS

August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

Three Months Ended

February 28, 2026 February 28, 2025

Diluted EPS (1)

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Share-based compensation 0.29 0.26

Gain on investments (0.28) —

Income taxes related to the above (0.27) (0.29)

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Unvested restricted stock awards granted to employees are considered participating securities.

For purposes of calculating Diluted EPS, net income allocated to participating securities was approximately 0.9 % of net income for all periods presented.

For purposes of calculating diluted EPS, net income allocated to participating securities was approximately 0.9 % of net income for both periods presented.

Liquidity and Capital Resources

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Three Months Ended

August 31, 2025 November 30, 2024 August 31, 2024

(Amounts in thousands)

February 28, 2026 November 30, 2025 February 28, 2025

(currency in thousands)

Days sales outstanding ("DSO")

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We calculate CCC as days of the last fiscal quarter’s revenue outstanding in accounts receivable plus days of supply on hand in inventory, less days of the last fiscal quarter’s cost of revenue outstanding in accounts payable.

• CCC was 23 days as of August 31, 2025, and 18 and 21 days as of November 30, 2024 and August 31, 2024, respectively.

• CCC increased as compared to November 30, 2024 primarily due to an increase in DSO as our accounts receivable increased due to timing of cash receipts, coupled with an increase in DIO, partially offset by an increase in DPO.

The increase in our inventory balances was to support growth in our business which resulted in a corresponding increase in our accounts payable.

• CCC increased compared to August 31, 2024, primarily due to an increase in DIO due to an increase in our inventory balances to support growth in our business, partially offset by an increase in DPO due to a corresponding increase in our accounts payable.

• CCC was 23 days as of February 28, 2026, and 16 and 27 days as of November 30, 2025 and February 28, 2025, respectively.

• CCC increased as compared to November 30, 2025 primarily due to an increase in our DIO as inventory balances increased primarily to support growth in our business, partially offset by an increase in our DPO due to a corresponding increase in our accounts payable.

• CCC decreased compared to February 28, 2025, primarily due to an increase in our DPO due to a large increase in accounts payable related to increased inventory purchases to support growth in our business, partially offset by the corresponding increase in our DIO due to an increase in inventory balances, along with an increase in our DSO due to timing of cash receipts related to the growth in revenue.

To increase our market share and better serve our customers, we may further expand our operations through investments or acquisitions.

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These investments or acquisitions would likely be funded primarily by our existing cash and cash equivalents, additional borrowings, or the issuance of securities.

Operating Activities - Nine Months Ended August 31, 2025 versus August 31, 2024

Net cash provided by operating activities was $71.3 million and $655.8 million, respectively.

The decrease in net cash provided by operating activities was primarily due to an increase in accounts receivable compared to a decrease in the prior year, and a larger increase in accounts payable during the prior year, related to the timing of cash receipts and cash payments.

This impact was partially offset by a decrease in other accrued liabilities during the nine months ended August 31, 2024.

Investing Activities - Nine Months Ended August 31, 2025 versus August 31, 2024

Operating Activities - Three Months Ended February 28, 2026 versus February 28, 2025

Net cash used in operating activities was $895.9 million and $748.0 million, respectively.

The increase in net cash used in operating activities was primarily due to a larger increase in inventory to support growth in our business, along with a year-over-year increase in accounts receivable due to the current year sales growth.

These impacts were partially offset by a year-over-year increase in accounts payable correlated with the increase in inventory, along with the increase in net income.

Investing Activities - Three Months Ended February 28, 2026 versus February 28, 2025

Net cash used in investing activities was $11.6 million and $44.5 million, respectively.

The slight decrease in cash used in investing activities is primarily due to a decrease in capital expenditures of $22.1 million and a decrease in settlements of net investment hedges of $14.5 million.

This impact was partially offset by an increase in cash paid for acquisition of businesses, which was $77.5 million primarily due to the acquisition of Apptium, compared to $32.4 million in the prior year.

Financing Activities - Nine Months Ended August 31, 2025 versus August 31, 2024

Net cash used in financing activities was $186.0 million and $655.4 million, respectively.

The decrease in net cash used in financing activities is primarily due to increased net borrowings of $360.5 million, along with a net decrease in payments for share repurchases of $86.8 million.

The decrease in net cash used in investing activities is primarily due to cash received on the sale of an investment in equity securities of $29.9 million, along with a decrease in capital expenditures of $8.4 million.

Financing Activities - Three Months Ended February 28, 2026 versus February 28, 2025

Net cash provided by financing activities was $7.6 million and $288.6 million, respectively.

The decrease in net cash provided by financing activities is primarily due to a decrease in net short-term borrowings to fund working capital requirements of $308.0 million, partially offset by a net decrease in payments for share repurchases of $20.8 million.

We believe our current cash balances, cash flows from operations and credit availability are sufficient to support our operating activities for at least the next twelve months.

Capital Resources

Our cash and cash equivalents totaled $874.4 million and $1.1 billion as of August 31, 2025 and November 30, 2024, respectively.

Our cash and cash equivalents totaled $1.6 billion and $2.4 billion as of February 28, 2026 and November 30, 2025, respectively.

Our cash and cash equivalents held by international subsidiaries are no longer subject to U.S.

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AR Arrangement can borrow up to a maximum of $1.5 billion based upon eligible trade accounts receivable.

AR Arrangement, as amended, has a maturity date of November 2026.

AR Arrangement, as amended, has a maturity date of January 2028.

We also have an amended and restated credit agreement, dated as of April 16, 2024 (as amended, the "TD SYNNEX Credit Agreement"), pursuant to which we received commitments for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $3.5 billion, which revolving credit facility (the "TD SYNNEX Revolving Credit Facility") may, at our request but subject to the lenders' discretion, potentially be increased by up to an aggregate amount of $500.0 million.

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There were no amounts outstanding under the U.S.

AR Arrangement at August 31, 2025 or November 30, 2024.

There was $245.0 million outstanding under the TD SYNNEX Revolving Credit Facility at August 31, 2025 at an interest rate of 5.71%.

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

AR Arrangement or the TD SYNNEX Revolving Credit Facility at February 28, 2026 or November 30, 2025.

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 our prior notice to the lenders.

The TD SYNNEX Credit Agreement also includes a $1.5 billion term loan facility (the "TD SYNNEX Term Loan") that has a maturity date of September 1, 2026.

There was $581.3 million outstanding on the TD SYNNEX Term Loan as of both August 31, 2025 and November 30, 2024.

On April 19, 2024, we entered into a Term Loan Credit Agreement (the "2024 Term Loan Credit Agreement") which provides for a senior unsecured term loan in the amount of $750.0 million (the "2024 Term Loan").

The proceeds from the 2024 Term Loan were used to repay a portion of the TD SYNNEX Term Loan.

The 2024 Term Loan will mature on September 1, 2027.

We have various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $658.4 million in borrowing capacity as of August 31, 2025.

We have various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $831.3 million in borrowing capacity as of February 28, 2026.

Our borrowings on these facilities vary within the period primarily based on changes in our working capital.

There was $251.1 million outstanding on these facilities at August 31, 2025, at a weighted average interest rate of 6.02%, and there was $171.1 million outstanding on these facilities at November 30, 2024, at a weighted average interest rate of 7.91%.

There was $429.2 million outstanding on these facilities at February 28, 2026, at a weighted average interest rate of 5.98%, and there was $319.3 million outstanding on these facilities at November 30, 2025, at a weighted average interest rate of 5.72%.

Historically, we have renewed our accounts receivable securitization program and our parent company credit facilities on, or prior to, their respective expiration dates.

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We have had similar borrowing arrangements with various financial institutions throughout our years as a public company.

We had total outstanding borrowings of approximately $4.2 billion and $3.9 billion as of August 31, 2025 and November 30, 2024, respectively.

Our outstanding borrowings include Senior Notes of $2.4 billion as of both August 31, 2025 and November 30, 2024, and term loans described above as the TD SYNNEX Term Loan and 2024 Term Loan of approximately $1.3 billion as of both August 31, 2025 and November 30, 2024.

We had total outstanding borrowings of approximately $4.7 billion and $4.6 billion as of February 28, 2026 and November 30, 2025, respectively.

Our outstanding borrowings include Senior Notes of $3.6 billion as of both February 28, 2026 and November 30, 2025, and the 2024 Term Loan of $0.8 billion as of both February 28, 2026 and November 30, 2025.

For additional information on our borrowings, see Note 9 – Borrowings to the Consolidated Financial Statements included in Part I, Item 1 of this Report.

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

At August 31, 2025 and November 30, 2024, we had a total of $1.5 billion and $1.2 billion, respectively, of trade accounts receivable sold to and held by financial institutions under these programs.

Discount fees for these programs totaled $18.0 million and $43.5 million in the three and nine months ended August 31, 2025, respectively and $16.4 million and $49.0 million in the three and nine months ended August 31, 2024, respectively.

At February 28, 2026 and November 30, 2025, we had a total of $2.0 billion and $1.8 billion, respectively, of trade accounts receivable sold to and held by financial institutions under these programs.

Discount fees for these programs totaled $20.8 million and $12.0 million in the three months ended February 28, 2026 and 2025, respectively.

Supplier Finance Programs

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However, we agree to make all payments to the third-party financial institutions, and our right to offset balances due from vendors against payment obligations is restricted by the agreements for those payment obligations that have been sold by the respective vendors.

As of August 31, 2025 and November 30, 2024, we had $2.9 billion and $3.2 billion, respectively, in obligations outstanding under these programs included in "Accounts payable" in our Consolidated Balance Sheets.

As of February 28, 2026 and November 30, 2025, we had $3.4 billion and $3.7 billion, respectively, in obligations outstanding under these programs included in "Accounts payable" in our Consolidated Balance Sheets.

Share Repurchase Program

In January 2023, our Board of Directors authorized a three-year $1.0 billion share repurchase program.

In March 2024, our Board of Directors authorized a new $2.0 billion share repurchase program, supplementing the amount remaining under the prior program, pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

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

We repurchased 1.2 million shares of common stock for $173.8 million and 3.3 million shares for $423.1 million in the three and nine months ended August 31, 2025, respectively, and 0.5 million shares for $56.5 million and 4.7 million shares for $509.9 million during the three and nine months ended August 31, 2024, respectively.

As of August 31, 2025, we had $1.4 billion available for future repurchases of our common stock.

In March 2024, our Board of Directors authorized a $2.0 billion share repurchase program pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

This share repurchase authorization does not have an expiration date.

We repurchased 512 thousand shares of common stock for $79.7 million in the three months ended February 28, 2026, and 707 thousand shares for $100.5 million during the three months ended February 28, 2025, respectively.

As of February 28, 2026, we had $1.1 billion available for future repurchases of our common stock.

For additional information on our share repurchase program, see Note 4 – Stockholders' Equity to the Consolidated Financial Statements included in Part I, Item 1 of this Report.

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They also limit our (or our subsidiaries', as applicable) ability to incur additional debt or liens, enter into agreements with affiliates, modify the nature of our business, and merge or conso lidate.

As of August 31, 2025, we were in compliance with all material financial covenants for the above arrangements.

As of February 28, 2026, we were in compliance with all material financial covenants for the above arrangements.

Critical Accounting Policies and Estimates

During the nine months ended August 31, 2025, there were no material changes to our critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024.

During the three months ended February 28, 2026, there were no material changes to our critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025.

Recently Issued Accounting Pronouncements

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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-Q

Item 2. Management’s Discussion and Analysis