What changed in this filing

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Item 1. Financial Statements

2026-10-01 compared with 2026-07-02 · 167 added, 133 removed, 713 unchanged (30% of the section changed)

3 unchanged sentences

(currency and share amounts in thousands, except par value)

May 31, 2026 November 30, 2025

August 31, 2026 November 30, 2025

Current assets:

23 unchanged sentences

Preferred stock, $ 0.001 par value, 5,000 shares authorized, no shares issued or outstanding

Common stock, $ 0.001 par value, 200,000 shares authorized, 99,012 shares issued as of both May 31, 2026 and November 30, 2025

Common stock, $ 0.001 par value, 200,000 shares authorized, 99,012 shares issued as of both August 31, 2026 and November 30, 2025

Additional paid-in capital 7,535,960 7,431,231

Treasury stock, 19,673 and 18,912 shares as of May 31, 2026 and November 30, 2025, respectively

Treasury stock, 19,953 and 18,912 shares as of August 31, 2026 and November 30, 2025, respectively

( 2,287,489 ) ( 2,038,528 )

8 unchanged sentences

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

Three Months Ended Six Months Ended

May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Three Months Ended Nine Months Ended

August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025

Revenue $ 21,558,406 $ 15,650,924 $ 58,294,417 $ 45,128,946

19 unchanged sentences

(currency in thousands)

Three Months Ended Six Months Ended

May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Three Months Ended Nine Months Ended

August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025

Net income $ 416,240 $ 226,795 $ 1,077,243 $ 579,253

Other comprehensive (loss) income:

Unrealized gains (losses) on cash flow hedges during the period, net of tax (expense) benefit of ($ 460 ) and $ 0 for the three months ended May 31, 2026 and 2025, respectively, and $( 353 ) and $ 0 for the six months ended May 31, 2026 and 2025, respectively.

Unrealized gains (losses) on cash flow hedges during the period, net of tax (expense) benefit of ($ 270 ) and $ 311 for the three months ended August 31, 2026 and 2025, respectively, and $( 623 ) and $ 311 for the nine months ended August 31, 2026 and 2025, respectively.

740 ( 788 ) 3,145 ( 2,414 )

Reclassification of net (gains) losses on cash flow hedges to net income, net of tax expense (benefit) of $ 402 and ($ 3 ) for the three months ended May 31, 2026 and 2025, respectively, and $ 256 and ($ 6 ) for the six months ended May 31, 2026 and 2025, respectively.

Reclassification of net (gains) losses on cash flow hedges to net income, net of tax expense (benefit) of $ 382 and ($ 300 ) for the three months ended August 31, 2026 and 2025, respectively, and $ 638 and ($ 306 ) for the nine months ended August 31, 2026 and 2025, respectively.

( 1,567 ) 1,707 ( 3,466 ) 2,086

1 unchanged sentence

( 827 ) 919 ( 321 ) ( 328 )

Foreign currency translation adjustments and other, net of tax (expense) benefit of ($ 2,054 ) and $ 16,405 for the three months ended May 31, 2026 and 2025, respectively, and $ 1,595 and $ 12,803 for the six months ended May 31, 2026 and 2025, respectively.

Foreign currency translation adjustments and other, net of tax (expense) benefit of ($ 1,857 ) and $ 2,896 for the three months ended August 31, 2026 and 2025, respectively, and ($ 262 ) and $ 15,699 for the nine months ended August 31, 2026 and 2025, respectively.

( 17,666 ) 68,572 34,332 312,382

6 unchanged sentences

(currency in thousands, except per share amounts)

Three Months Ended Six Months Ended

May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Three Months Ended Nine Months Ended

August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025

Total stockholders' equity, beginning balance $ 8,950,359 $ 8,342,367 $ 8,450,429 $ 8,035,434

4 unchanged sentences

( 556 ) ( 2,828 ) ( 18,782 ) ( 26,213 )

Provision for common stock warrants 65,740 — 65,740 —

Ending balance 7,536,059 7,457,812 7,536,059 7,457,812

21 unchanged sentences

(currency in thousands)

Six Months Ended

May 31, 2026 May 31, 2025

Nine Months Ended

August 31, 2026 August 31, 2025

Cash flows from operating activities:

Net income $ 1,077,243 $ 579,253

Adjustments to reconcile net income to net cash used in operating activities:

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

Depreciation and amortization 316,196 309,141

Share-based compensation 57,771 46,238

Gain on investments ( 33,107 ) —

Gains on investments ( 33,107 ) —

Provision for common stock warrants 14,502 —

Provision for doubtful accounts 32,556 21,707

6 unchanged sentences

Other operating assets and liabilities 660,564 ( 247,190 )

Net cash used in operating activities ( 1,161,477 ) ( 174,815 )

Net cash (used in) provided by operating activities ( 2,078,194 ) 71,326

Cash flows from investing activities:

1 unchanged sentence

Acquisition of businesses, net of cash acquired ( 7,786 ) ( 77,453 )

Settlement of net investment hedges ( 22,699 ) ( 347 )

Proceeds from sale of investments in equity securities 42,734 —

8 unchanged sentences

Principal payments on long-term debt ( 714,783 ) ( 15,541 )

Cash paid for debt issuance costs ( 4,759 ) —

Other ( 9,597 ) —

Net cash used in financing activities ( 131,902 ) ( 126,598 )

Net cash provided by (used in) financing activities 528,177 ( 185,964 )

Effect of exchange rate changes on cash and cash equivalents 10,299 106,367

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

5 unchanged sentences

The Company operates on a fiscal year that ends on November 30.

The accompanying interim unaudited Consolidated Financial Statements as of May 31, 2026 and for the three and six months ended May 31, 2026 and 2025 have been prepared by the Company, without audit, in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC").

The accompanying interim unaudited Consolidated Financial Statements as of August 31, 2026 and for the three and nine months ended August 31, 2026 and 2025 have been prepared by the Company, without audit, in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC").

Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S.

17 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

17 unchanged sentences

The Company’s cash and cash equivalents and derivative instruments are transacted and maintained with financial institutions with high credit standing, and their compositions and maturities are regularly monitored by management.

Through May 31, 2026, the Company has not experienced any material credit losses on such deposits and derivative instruments.

Through August 31, 2026, the Company has not experienced any material credit losses on such deposits and derivative instruments.

Accounts receivable include amounts due from customers.

4 unchanged sentences

The following table provides revenue generated from products purchased from vendors that exceeded 10% of our consolidated revenue for the periods indicated (as a percent of consolidated revenue):

Three Months Ended Six Months Ended

May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Three Months Ended Nine Months Ended

August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025

11 % 10 % 12 %

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

No single customer accounted for more than 10% of the Company's total revenue during the three and six months ended May 31, 2026.

One customer accounted for 11 % and 10 % of the Company's total revenue during the three and six months ended May 31, 2025, respectively.

As of May 31, 2026 and November 30, 2025, no single customer comprised more than 10% of the consolidated accounts receivable balance.

No single customer accounted for more than 10% of the Company's total revenue during the three and nine months ended August 31, 2026.

One customer accounted for 11 % of the Company's total revenue during both the three and nine months ended August 31, 2025.

As of August 31, 2026 and November 30, 2025, no single customer comprised more than 10% of the consolidated accounts receivable balance.

Accounts Receivable

7 unchanged sentences

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

As of May 31, 2026 and November 30, 2025, accounts receivable sold to and held by the financial institutions under these programs were $ 2.3 billion and $ 1.8 billion, respectively.

As of August 31, 2026 and November 30, 2025, accounts receivable sold to and held by the financial institutions under these programs were $ 2.1 billion and $ 1.8 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.

Discount fees for these programs totaled $ 23.4 million and $ 44.2 million in the three and six months ended May 31, 2026, respectively and $ 13.5 million and $ 25.5 million in the three and six months ended May 31, 2025, respectively.

Discount fees for these programs totaled $ 28.6 million and $ 72.8 million in the three and nine months ended August 31, 2026, respectively and $ 18.0 million and $ 43.5 million in the three and nine months ended August 31, 2025, respectively.

The Company's operating results are affected by the seasonality of the IT products industry.

14 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

4 unchanged sentences

The Company recognizes revenue on a net basis on certain contracts, where the Company’s performance obligation is to arrange for the products or services to be provided by another party or the rendering of logistics services for the delivery of inventory for which the Company does not assume the risks and rewards of ownership, by recognizing the margins earned in revenue with no associated cost of revenue.

Such arrangements include supplier service contracts, post-contract software support services, cloud computing and software as a service arrangements, certain fulfillment contracts, extended warranty contracts and certain of the Company's systems design and integration solutions arrangements which operate under a customer-owned procurement model.

Such arrangements within the Company's distribution operating segments include supplier service contracts, post-contract software support services, cloud computing and software as a service arrangements, certain fulfillment contracts, and extended warranty contracts, and within the Company's Hyve Solutions operating segment include certain systems design and integration solutions and supply chain services arrangements.

The Company considers shipping and handling activities as costs to fulfill the sale of products.

4 unchanged sentences

During the second quarter of fiscal year 2026, the Company issued a warrant (the "Warrant") to a customer for the purchase of up to an aggregate of approximately 3.2 million shares of the Company's common stock ("Warrant Shares").

The unvested Warrant Shares vest based on qualifying payments (as defined in the Warrant) for the purchase of products and services over the term of the Warrant and are recognized as a reduction of revenue as qualifying revenues are recognized.

Refer to N ote 3 – Share-Based Compensation for additional information.

A portion of the Warrant Shares vested immediately, while the remaining Warrant Shares vest based on qualifying payments, as defined in the Warrant, for purchases of products and services over the term of the Warrant.

The Company recorded an asset within both Other current assets and Other assets, net in the Consolidated Balance Sheets related to the portion of the Warrant Shares that vested immediately, and a corresponding increase in additional paid-in capital in the Consolidated Statements of Stockholders’ Equity.

As reflected in the Consolidated Statements of Operations, a reduction of revenue is recognized based on qualifying revenues for both the amortization of the asset and the unvested Warrant Shares over the term of the Warrant, with the portion related to the unvested Warrant Shares recognized as a corresponding increase in additional paid-in capital.

As this amount represents a non-cash reduction of revenue, it is included as an adjustment to reconcile net income to net cash flows from operating activities in the Consolidated Statements of Cash Flows.

Refer to Note 3 – Share-Based Compensation for additional information.

Reclassifications

10 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

19 unchanged sentences

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.

The Company will elect to adopt ASU 2025-05 prospectively during the first fiscal quarter ending February 28, 2027.

The provisions are not expected to have a material impact on the Company's consolidated financial statements or related disclosures.

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.

9 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

7 unchanged sentences

The Company recognizes share-based compensation expense for all share-based awards made to employees and outside directors, including employee stock options, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), performance-based RSUs ("PSUs") and employee stock purchase rights, based on estimated fair values.

The following tables summarize the Company's share-based awards activity for stock incentive plans during the six months ended May 31, 2026.

The following tables summarize the Company's share-based awards activity for stock incentive plans during the nine months ended August 31, 2026.

A summary of the changes in the Company's stock options is set forth below:

2 unchanged sentences

Exercised ( 227 )

Balances as of May 31, 2026

A summary of the changes in the Company's non-vested RSAs and RSUs is presented below:

RSAs and RSUs

Balances as of August 31, 2026

A summary of the changes in the Company's non-vested RSAs, RSUs and PSUs is presented below:

Non-vested as of November 30, 2025

1 unchanged sentence

Attainment adjustments (1)

Non-vested as of May 31, 2026

(1) During the six months ended May 31, 2026, the PSUs that vested were adjusted to reflect final attainment.

The Company recorded $ 17.9 million and $ 41.5 million of share-based compensation expense during the three and six months ended May 31, 2026, respectively, and $ 12.0 million and $ 33.8 million during the three and six months ended May 31, 2025, respectively, within "Selling, general and administrative expenses" in the Consolidated Statements of Operations for stock incentive plans.

Non-vested as of August 31, 2026

(1) During the nine months ended August 31, 2026, the PSUs that vested were adjusted to reflect final attainment.

The Company recorded $ 16.3 million and $ 57.8 million of share-based compensation expense during the three and nine months ended August 31, 2026, respectively, and $ 12.4 million and $ 46.2 million during the three and nine months ended August 31, 2025, respectively, within "Selling, general and administrative expenses" in the Consolidated Statements of Operations for stock incentive plans.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

16 unchanged sentences

The calculated grant-date fair value of each Warrant Share subject to vesting based on qualifying payments was $ 116.15 .

The following table summarizes the Warrant activity for the six months ended May 31, 2026:

The following table summarizes the Warrant activity for the nine months ended August 31, 2026:

Non-vested as of November 30, 2025

Shares granted 3,238,066

Shares vested ( 215,871 )

Non-vested as of May 31, 2026

Exercisable as of May 31, 2026 (1)

Shares vested and exercisable ( 215,871 )

Non-vested as of August 31, 2026

Exercisable as of August 31, 2026 (1)

_________________________

(1) There were no exercises for the six months ended May 31, 2026.

The Company did not record any reductions of revenue related to the Warrant during the three or six months ended May 31, 2026.

(1) There were no exercises for the nine months ended August 31, 2026.

The Company recorded $ 14.5 million in reductions of revenue related to the Warrant during the three and nine months ended August 31, 2026, with a corresponding increase to additional paid-in capital.

This amount is presented as a non-cash adjustment to net income in the Consolidated Statements of Cash Flows.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

NOTE 4— STOCKHOLDERS' EQUITY:

2 unchanged sentences

The share repurchase program does not have an expiration date.

As of May 31, 2026, the Company had $ 1.0 billion available for future repurchases of its common stock under the share repurchase program.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

The Company's treasury stock activity during the six months ended May 31, 2026, including common share repurchases, is summarized as follows:

As of August 31, 2026, the Company had $ 0.9 billion available for future repurchases of its common stock under the share repurchase program.

The Company's treasury stock activity during the nine months ended August 31, 2026, including common share repurchases, is summarized as follows:

Shares Weighted-average price per share

4 unchanged sentences

Shares of treasury stock reissued for employee benefit plans ( 485 ) 109.35

Treasury stock balance as of May 31, 2026

Treasury stock balance as of August 31, 2026

19,953 $ 114.64

1 unchanged sentence

(1) Weighted-average price per share excludes broker's commissions and excise taxes.

"Repurchases of common stock" in the Consolidated Statements of Cash Flows for the six months ended May 31, 2026 and 2025 excludes amounts related to excise tax that when accrued are included in "Other current liabilities" and "Treasury stock" on the Consolidated Balance Sheets.

"Repurchases of common stock" in the Consolidated Statements of Cash Flows for the nine months ended August 31, 2026 and 2025 excludes amounts related to excise tax that when accrued are included in "Other accrued liabilities" and "Treasury stock" on the Consolidated Balance Sheets.

Excise taxes paid are classified as operating activities in the Consolidated Statements of Cash Flows.

On June 25, 2026 , the Company announced that its Board of Directors declared a quarterly cash dividend of $ 0.48 per common share payable on July 31, 2026 to stockholders of record as of the close of business on July 17, 2026 .

On September 24, 2026 , the Company announced that its Board of Directors declared a quarterly cash dividend of $ 0.48 per common share payable on October 30, 2026 to stockholders of record as of the close of business on October 16, 2026 .

Dividends are subject to continued capital availability and the declaration by the Board of Directors in the best interest of the Company’s stockholders.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

1 unchanged sentence

The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated:

Three Months Ended Six Months Ended

May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Three Months Ended Nine Months Ended

August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025

Basic earnings per common share:

16 unchanged sentences

Unvested RSAs granted to employees, as well as vested but unexercised Warrant Shares granted to the Warrantholder, are considered participating securities.

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

(2) Antidilutive shares and contingently issuable shares of common stock, including 3,022 unvested Warrant Shares for the three and six months ended May 31, 2026, are excluded from the computation of diluted earnings per share because their effect would have been antidilutive or because the performance criterion was not met.

For purposes of calculating EPS, net income allocated to participating securities was approximately 1.1 % and 1.0 % of net income for the three and nine months ended August 31, 2026, respectively, and 0.9 % for both the three and nine months ended August 31, 2025.

(2) Antidilutive shares and contingently issuable shares of common stock, including 3,022 unvested Warrant Shares for the three and nine months ended August 31, 2026, respectively, are excluded from the computation of diluted earnings per share because their effect would have been antidilutive or because the performance criterion was not met.

NOTE 6— BALANCE SHEET COMPONENTS:

1 unchanged sentence

The following table summarizes accounts receivable, net:

May 31, 2026 November 30, 2025

August 31, 2026 November 30, 2025

Accounts receivable $ 15,059,053 $ 11,813,741

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

4 unchanged sentences

Write-offs, recoveries, reclassifications and foreign exchange translation ( 33,467 )

Balance as of May 31, 2026

Balance as of August 31, 2026

The Company's goodwill balance as of November 30, 2025 has been recast to align with its new reportable segments.

8 unchanged sentences

Foreign exchange translation 5,009 2,148 ( 763 ) — 6,394

Balance, as of May 31, 2026 $ 1,815,395 $ 1,115,681 $ 39,033 $ 1,146,138 $ 4,116,247

Balance as of August 31, 2026 $ 1,814,329 $ 1,109,071 $ 38,991 $ 1,146,138 $ 4,108,529

Accumulated other comprehensive loss:

9 unchanged sentences

Reclassification of gains from accumulated other comprehensive loss ( 3,466 ) — ( 3,466 )

Balance as of May 31, 2026

Balance as of August 31, 2026

$ ( 694 ) $ ( 344,728 ) $ ( 345,422 )

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

32 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

1 unchanged sentence

The fair values of the Company’s derivative instruments are disclosed in Note 8 – Fair Value Measurements and summarized in the table below:

Balance Sheet Line Item May 31, 2026 November 30, 2025

Balance Sheet Line Item August 31, 2026 November 30, 2025

Derivative instruments not designated as hedging instruments:

6 unchanged sentences

Other current assets 7 96

Other current liabilities

Other accrued liabilities 677 107

Derivative instruments designated as net investment hedges:

11 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

1 unchanged sentence

The following table shows the gains and losses, before taxes, of the Company’s derivative instruments designated as cash flow hedges and net investment hedges in Other Comprehensive Income (“OCI”) and not designated as hedging instruments in the Consolidated Statements of Operations for the periods presented:

Three Months Ended Six Months Ended

Location of Gains (Losses) in Income May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Three Months Ended Nine Months Ended

Location of Gains (Losses) in Income August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025

Derivative instruments not designated as hedging instruments:

Gains (losses) recognized from forward foreign currency exchange contracts, net⁽¹⁾ Cost of revenue $ 19,672 $ ( 62,401 ) $ ( 586 ) $ ( 47,404 )

Losses recognized from forward foreign currency exchange contracts, net⁽¹⁾ Other expense, net ( 4,290 ) ( 125 ) ( 7,456 ) ( 2,612 )

Losses recognized from forward foreign currency exchange contracts, net⁽¹⁾ Cost of revenue $ ( 10,149 ) $ ( 8,787 ) $ ( 10,735 ) $ ( 56,191 )

(Losses) gains recognized from forward foreign currency exchange contracts, net⁽¹⁾ Other expense, net ( 5,502 ) 2,653 ( 12,958 ) 41

Total $ ( 15,651 ) $ ( 6,134 ) $ ( 23,693 ) $ ( 56,150 )

1 unchanged sentence

Gains (losses) recognized in OCI on forward foreign currency exchange contracts $ 1,010 $ ( 1,099 ) $ 3,768 $ ( 2,725 )

Gains on forward foreign currency exchange contracts reclassified from AOCI into income Revenue $ 1,511 $ — $ 398 $ —

Gains (losses) on forward foreign currency exchange contracts reclassified from AOCI into income Revenue $ 1,837 $ ( 1,744 ) $ 2,235 $ ( 1,744 )

Gains (losses) on forward foreign currency exchange contracts reclassified from AOCI into income Cost of revenue $ 192 $ ( 148 ) $ 1,366 $ ( 386 )

Gains (losses) on forward foreign currency exchange contracts reclassified from AOCI into income Selling, general and administrative expenses $ 535 $ ( 92 ) $ 584 $ ( 147 )

(Losses) gains on forward foreign currency exchange contracts reclassified from AOCI into income Selling, general and administrative expenses $ ( 81 ) $ ( 115 ) $ 503 $ ( 262 )

Derivative instruments designated as net investment hedges:

5 unchanged sentences

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

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

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.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

7 unchanged sentences

The following table summarizes the valuation of the Company’s financial instruments that are measured at fair value on a recurring basis, all of which are based on Level 2 fair value measurement inputs as defined above:

August 31, 2026

November 30, 2025

7 unchanged sentences

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 May 31, 2026 and November 30, 2025.

The effect of nonperformance risk on the fair value of derivative instruments was not material as of August 31, 2026 and November 30, 2025.

The carrying values of accounts receivable, accounts payable and short-term debt approximate fair value due to their short maturities and interest rates which are variable in nature.

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 (as defined in Note 9 - Borrowings ) was approximately $ 3.5 billion as of both May 31, 2026 and November 30, 2025, based on Level 1 fair value measurement inputs as defined above.

During the six months ended May 31, 2026, there were no transfers between the fair value measurement category levels.

The estimated fair value of the outstanding Senior Notes (as defined in Note 9 - Borrowings ) was approximately $ 2.7 billion and $ 3.5 billion as of August 31, 2026 and November 30, 2025, respectively, based on Level 1 fair value measurement inputs as defined above.

During the nine months ended August 31, 2026, there were no transfers between the fair value measurement category levels.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

1 unchanged sentence

Borrowings consist of the following:

May 31, 2026 November 30, 2025

August 31, 2026 November 30, 2025

TD SYNNEX Accounts Receivable Securitization Arrangements $ 1,500,000 $ —

TD SYNNEX 1.750 % Senior Notes due August 9, 2026 (1) (2)

$ 700,000 $ 700,000

Other short-term borrowings 426,400 319,260

1 unchanged sentence

current portion of unamortized debt discount and issuance costs

( 234 ) ( 939 )

Borrowings, current $ 1,926,400 $ 1,018,321

24 unchanged sentences

Under the terms of the U.S.

AR Arrangement, as amended, the Company and its subsidiaries that are party to the U.S.

AR Arrangement, as of August 31, 2026, the Company and its subsidiaries that are party to the U.S.

AR Arrangement can borrow based on the key terms in the table below:

5 unchanged sentences

____________________________

(1) Based on eligible trade accounts receivable.

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

2 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 $ 4.0 billion and $ 3.2 billion as of May 31, 2026 and November 30, 2025, respectively.

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 4.6 billion and $ 3.2 billion as of August 31, 2026 and November 30, 2025, respectively.

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.

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AR Arrangement are recorded as debt on the Company's Consolidated Balance Sheets.

There was $ 1.5 billion outstanding under the U.S.

AR Arrangement at August 31, 2026 at an interest rate of 4.69 %.

There were no amounts outstanding under the U.S.

AR Arrangement at May 31, 2026 or November 30, 2025.

On June 26, 2026, the Company and certain of its subsidiaries entered into a European receivables securitization program (the "Europe AR Arrangement") with a maximum borrowing capacity of € 650 million arranged by BNP Paribas S.A.

(“BNPP”) pursuant to which certain receivables originated by the Company’s subsidiaries in Belgium, France, Germany and Spain will be sold to an affiliate of BNPP and subsequently to a special purpose entity in Ireland.

Any amounts borrowed under the Europe AR Arrangement will be recorded as debt on the Company's Consolidated Balance Sheets.

AR Arrangement at November 30, 2025.

On September 25, 2026, the Company executed an amendment to the U.S.

AR Arrangement (the "Amendment"), which modified certain terms of the existing U.S.

AR Arrangement.

Among other changes, the modifications provided by the Amendment include (a) increasing the Maximum Borrowing Capacity (as described in the table above) to $ 3.0 billion;

(b) extending the maturity date to September 25, 2028;

and (c) modifying the Program Fee Payable (as described in the table above) which shall now accrue at 0.725 % per annum for advances funded through the issuance of commercial paper and 0.825 % per annum for advances funded other than through the issuance of commercial paper.

The lenders were paid an upfront fee in connection with the Amendment.

On June 26, 2026, the Company and certain of its subsidiaries entered into a European receivables securitization program (the "Europe AR Arrangement") arranged by BNP Paribas S.A.

Under the terms of the Europe AR Arrangement, the Company and its subsidiaries that are party to the Europe AR Arrangement can borrow based on the key terms in the table below:

Maximum Borrowing Capacity (1)

Maturity Date (2)

Effective Borrowing Cost (3)

Program Fee Payable (4)

June 25, 2028

Blended rate 0.63 %

___________________________

(1) Based on eligible trade accounts receivable.

(2) The last day of borrowing is the Scheduled Amortization Date (as defined in the terms of the Europe AR Arrangement), which is June 25, 2028, provided that the parties may agree to extend to June 2031.

(3) Based upon the composition of the lenders, and a rate based upon 1-week EURIBOR.

(4) Payable on the used portion of the lenders’ commitment;

accrues per annum.

(5) Payable on the adjusted commitment of the lenders.

Under the terms of the Europe AR Arrangement, certain receivables originated by the Company’s subsidiaries in Belgium, France, Germany and Spain are sold, on a revolving basis, to an affiliate of BNPP and subsequently to a special purpose entity in Ireland.

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 1.3 billion as of August 31, 2026.

The borrowings are funded by pledging all of the rights, title and interest in the receivables acquired by the Company's special purpose entity in Ireland as security.

Any amounts borrowed under the Europe AR Arrangement are recorded as debt on the Company's Consolidated Balance Sheets.

There were no amounts outstanding under the Europe AR Arrangement at August 31, 2026.

TD SYNNEX Credit Agreement

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 un der the TD SYNNEX Credit Agreement are TD SYNNEX Corporation and certain subsidiaries of the Company.

There were no amounts outstanding under the TD SYNNEX Revolving Credit Facility at May 31, 2026 or November 30, 2025.

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

There were no amounts outstanding under the TD SYNNEX Revolving Credit Facility at August 31, 2026 or November 30, 2025.

Borrowings under the TD SYNNEX Revolving Credit Facility 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:

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

Maturity Date Credit Spread Adjustment Margin (2)

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as lead arranger and lead bookrunner.

The 2024 Term Loan Credit Agreement provides for a senior unsecured term loan in the aggregate principal amount of $ 750.0 million (the "2024 Term Loan").

The 2024 Term Loan Credit Agreement provides for a senior unsecured term loan (the "2024 Term Loan") in the aggregate outstanding principal amount of $ 750.0 million .

The borrower under the 2024 Term Loan is the Company.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

Loans borrowed under the 2024 Term Loan Credit Agreement bear interest at a per annum rate equal to the applicable SOFR rate, plus credit spread adjustment, plus the applicable margin within a range based on the Company’s Public Debt Rating (as defined in the 2024 Term Loan Credit Agreement).

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

Maturity Date Credit Spread Adjustment Margin Effective Interest Rate as of May 31, 2026

Effective Interest Rate as of November 30, 2025

Maturity Date Credit Spread Adjustment Margin Effective Interest Rate as of

August 31, 2026

Effective Interest Rate as of

November 30, 2025

September 1, 2027 0.10 % 1.000 % - 1.625 %

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TD SYNNEX Senior Notes

The Company has previously issued multiple series of senior unsecured notes (collectively, the "Senior Notes"), of which $ 700.0 million in aggregate principal is due in 2026 and the remaining $ 2.9 billion of aggregate principal matures at various dates from 2028 through 2035, as shown in the borrowings table above.

The Company has previously issued multiple series of senior unsecured notes (collectively, the "Senior Notes"), including a $ 700.0 million note that was repaid at maturity in August 2026, along with $ 2.9 billion of outstanding aggregate principal that matures at various dates from 2028 through 2035, as shown in the borrowings table above.

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.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

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

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

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Other Short-Term Borrowings

The Company has various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities, and book overdraft facilities, totaling approximately $ 856.5 million in borrowing capacity as of May 31, 2026.

The Company has various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities, and book overdraft facilities, totaling approximately $ 905.6 million in borrowing capacity as of August 31, 2026.

Most of these facilities are provided on a short-term basis and are reviewed periodically for renewal.

Interest rates and other terms of borrowing under these lines of credit vary by country, depending on local market conditions.

There was $ 426.0 million outstanding on these facilities at May 31, 2026, at a weighted average interest rate of 6.92 %, and there was $ 319.3 million outstanding at November 30, 2025, at a weighted average interest rate of 5.72 %.

There was $ 426.4 million outstanding on these facilities at August 31, 2026, at a weighted average interest rate of 6.50 %, and there was $ 319.3 million outstanding at November 30, 2025, at a weighted average interest rate of 5.72 %.

Borrowings under these lines of credit facilities are guaranteed by the Company or secured by eligible accounts receivable.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

At May 31, 2026, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $ 64.1 million.

At August 31, 2026, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $ 104.7 million.

These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions.

The maximum commitment amounts for local currency credit facilities have been translated into U.S.

dollars at May 31, 2026 exchange rates.

dollars at August 31, 2026 exchange rates.

Covenant Compliance

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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 May 31, 2026, the Company was in compliance with all material financial covenants for the above arrangements.

As of August 31, 2026, the Company was in compliance with all material financial covenants for the above arrangements.

NOTE 10 – SUPPLIER FINANCE PROGRAMS:

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The Company generally does not incur any fees under Supplier Finance Programs;

however, the Company did recognize an immaterial amount of fees during the three and six months ended May 31, 2026 and 2025, respectively, within "Cost of revenue" in the Company's Consolidated Statements of Operations related to an arrangement with a certain vendor.

As of May 31, 2026 and November 30, 2025, the Company had $ 3.8 billion and $ 3.7 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.

however, the Company did recognize an immaterial amount of fees during the three and nine months ended August 31, 2026 and 2025, respectively, within "Cost of revenue" in the Company's Consolidated Statements of Operations related to an arrangement with a certain vendor.

As of August 31, 2026 and November 30, 2025, the Company had $ 3.5 billion and $ 3.7 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.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

NOTE 11— SEGMENT INFORMATION:

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

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

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

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Solutions Consolidated

Three Months ended May 31, 2026

Three Months ended August 31, 2026

Revenue $ 10,319,406 $ 6,366,004 $ 1,071,038 $ 3,801,958 $ 21,558,406

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

Three Months ended May 31, 2025

Three Months ended August 31, 2025

Revenue $ 7,376,484 $ 4,888,624 $ 880,360 $ 2,505,456 $ 15,650,924

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Income before income taxes $ 293,261

Six Months ended May 31, 2026

Nine Months ended August 31, 2026

Revenue $ 27,638,175 $ 18,646,947 $ 3,090,778 $ 8,918,517 $ 58,294,417

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

Six Months ended May 31, 2025

Nine Months Ended August 31, 2025

Revenue $ 21,933,582 $ 14,523,419 $ 2,444,387 $ 6,227,558 $ 45,128,946

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

Excludes depreciation recorded within cost of revenue, which totaled $ 4.7 million and $ 4.8 million in the three months ended May 31, 2026 and 2025, respectively, and $ 9.1 million in both the six months ended May 31, 2026 and 2025.

Excludes depreciation recorded within cost of revenue, which totaled $ 4.7 million and $ 4.2 million in the three months ended August 31, 2026 and 2025, respectively, and $ 13.8 million and $ 13.3 million in the nine months ended August 31, 2026 and 2025, respectively.

(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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2026 and 2025

For the three and nine months ended August 31, 2026 and 2025

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

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

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

In May 2026, all appeals filed by involved parties were dismissed and the € 24.9 million judgment has been deemed final.

A civil lawsuit related to this matter, alleging anticompetitive actions in association with the established distribution networks for Apple, the Company and another distributor was filed by eBizcuss.

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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 1. Financial Statements