BB 10-Q
BLACKBERRY Ltd (BB)
10-Q
2026-09-24
For: 2026-08-31
View Original
Added on
September 24, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended August 31, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-38232
______________________________________________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Shares | BB | Toronto Stock Exchange | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
1
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
x | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | o | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
The registrant had 587,032,279 common shares issued and outstanding as of September 21, 2026.
2
| BLACKBERRY LIMITED | |||||||||||
| TABLE OF CONTENTS | |||||||||||
| Page No. | |||||||||||
| PART I | FINANCIAL INFORMATION | ||||||||||
| Item 1 | Financial Statements | ||||||||||
| Consolidated Balance Sheets as of August 31, 2026 (unaudited) and February 28, 2026 | |||||||||||
| Consolidated Statements of Shareholders' Equity - Three and Six Months Ended August 31, 2026 and 2025 (unaudited) | |||||||||||
| Consolidated Statements of Operations - Three and Six Months Ended August 31, 2026 and 2025 (unaudited) | |||||||||||
| Consolidated Statements of Comprehensive Income (Loss) - Three and Six Months Ended August 31, 2026 and 2025 (unaudited) | |||||||||||
| Consolidated Statements of Cash Flows - Six Months Ended August 31, 2026 and 2025 (unaudited) | |||||||||||
| Notes to the Consolidated Financial Statements | |||||||||||
| Item 2 | Management's Discussion and Analysis of Financial Condition and Results of Operations | ||||||||||
| Item 3 | Quantitative and Qualitative Disclosures about Market Risk | ||||||||||
| Item 4 | Controls and Procedures | ||||||||||
| PART II | OTHER INFORMATION | ||||||||||
| Item 1 | Legal Proceedings | ||||||||||
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | ||||||||||
| Item 5 | Other Information | ||||||||||
| Item 6 | Exhibits | ||||||||||
| Signatures | |||||||||||
3
Unless the context otherwise requires, all references to the “Company” and “BlackBerry” include BlackBerry Limited and its subsidiaries.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
4
BlackBerry Limited
Incorporated under the Laws of Ontario
(United States dollars, in millions) (unaudited)
Consolidated Balance Sheets
| As at | |||||||||||
| August 31, 2026 | February 28, 2026 | ||||||||||
| Assets | |||||||||||
| Current | |||||||||||
| Cash and cash equivalents (note 2) | $ | $ | |||||||||
| Short-term investments (note 2) | |||||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Other receivables (note 3) | |||||||||||
| Income taxes receivable | |||||||||||
| Other current assets (note 3) | |||||||||||
| Restricted cash equivalents (note 2) | |||||||||||
| Long-term investments (note 2) | |||||||||||
| Other long-term assets (note 3) | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Property, plant and equipment, net (note 3) | |||||||||||
| Intangible assets, net (note 3) | |||||||||||
| Goodwill (note 3) | |||||||||||
| $ | $ | ||||||||||
| Liabilities | |||||||||||
| Current | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities (note 3) | |||||||||||
| Income taxes payable (note 4) | |||||||||||
| Deferred revenue, current (note 10) | |||||||||||
| Deferred revenue, non-current (note 10) | |||||||||||
| Operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Long-term notes (note 5) | |||||||||||
Commitments and contingencies (note 9) | |||||||||||
| Shareholders’ equity | |||||||||||
| Capital stock and additional paid-in capital | |||||||||||
| Preferred shares: authorized unlimited number of non-voting, cumulative, redeemable and retractable | |||||||||||
| Common shares: authorized unlimited number of non-voting, redeemable, retractable Class A common shares and unlimited number of voting common shares | |||||||||||
Issued and outstanding - | |||||||||||
| Deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss (note 8) | ( | ( | |||||||||
| $ | $ | ||||||||||
See notes to consolidated financial statements.
On behalf of the Board:
| John Giamatteo | Lisa Disbrow | ||||
| Director | Director | ||||
5
BlackBerry Limited
(United States dollars, in millions) (unaudited)
Consolidated Statements of Shareholders’ Equity
| Three Months Ended August 31, 2026 | |||||||||||||||||||||||
| Capital Stock and Additional Paid-in Capital | Deficit | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||
| Balance as at May 31, 2026 | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Net income | — | — | |||||||||||||||||||||
| Other comprehensive loss | — | — | ( | ( | |||||||||||||||||||
| Stock-based compensation | — | — | |||||||||||||||||||||
| Balance as at August 31, 2026 | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Three Months Ended August 31, 2025 | |||||||||||||||||||||||
| Capital Stock and Additional Paid-in Capital | Deficit | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||
| Balance as at May 31, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Net income | — | — | |||||||||||||||||||||
| Other comprehensive income | — | — | |||||||||||||||||||||
| Stock-based compensation | — | — | |||||||||||||||||||||
| Share repurchase | ( | — | ( | ||||||||||||||||||||
| Balance as at August 31, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||
See notes to consolidated financial statements.
6
BlackBerry Limited
(United States dollars, in millions) (unaudited)
Consolidated Statements of Shareholders’ Equity
| Six Months Ended August 31, 2026 | |||||||||||||||||||||||
| Capital Stock and Additional Paid-in Capital | Deficit | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||
| Balance as at February 28, 2026 | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Net income | — | — | |||||||||||||||||||||
| Other comprehensive loss | — | — | ( | ( | |||||||||||||||||||
| Stock-based compensation (note 6) | — | — | |||||||||||||||||||||
| Share repurchase (note 6) | ( | — | ( | ||||||||||||||||||||
| Shares issued: | |||||||||||||||||||||||
| Employee share purchase plan (note 6) | — | — | |||||||||||||||||||||
| Balance as at August 31, 2026 | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Six Months Ended August 31, 2025 | |||||||||||||||||||||||
| Capital Stock and Additional Paid-in Capital | Deficit | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||
| Balance as at February 28, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Net income | — | — | |||||||||||||||||||||
| Other comprehensive income | — | — | |||||||||||||||||||||
| Stock-based compensation | — | — | |||||||||||||||||||||
| Share repurchase | ( | — | ( | ||||||||||||||||||||
| Shares issued: | |||||||||||||||||||||||
| Employee share purchase plan | — | — | |||||||||||||||||||||
| Balance as at August 31, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||
See notes to consolidated financial statements.
7
BlackBerry Limited
(United States dollars, in millions, except per share data) (unaudited)
Consolidated Statements of Operations
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 31, 2026 | August 31, 2025 | August 31, 2026 | August 31, 2025 | ||||||||||||||||||||
| Revenue (note 10) | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||
| Impairment of long-lived assets (note 2) | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Investment income, net (note 2 and note 5) | |||||||||||||||||||||||
| Income before income tax | |||||||||||||||||||||||
| Provision for income taxes (note 4) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share (note 7) | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
See notes to consolidated financial statements.
8
BlackBerry Limited
(United States dollars, in millions) (unaudited)
Consolidated Statements of Comprehensive Income (Loss)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 31, 2026 | August 31, 2025 | August 31, 2026 | August 31, 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||
| Net change in unrealized losses on available-for-sale debt securities (note 8) | ( | ||||||||||||||||||||||
| Net change in fair value and amounts reclassified to net income from derivative instruments designated as cash flow hedges during the period, net of income taxes of nil for the three and six months ended August 31, 2026 and August 31, 2025 (note 8) | ( | ( | |||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See notes to consolidated financial statements.
9
BlackBerry Limited
(United States dollars, in millions) (unaudited)
Consolidated Statements of Cash Flows
| Six Months Ended | |||||||||||
| August 31, 2026 | August 31, 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
| Amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Impairment of long-lived assets (note 2) | |||||||||||
| Non-cash consideration received from contracts with customer | ( | ||||||||||
| Operating leases | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net changes in working capital items | |||||||||||
| Accounts receivable, net of allowance | |||||||||||
| Other receivables | ( | ||||||||||
| Income taxes receivable | ( | ||||||||||
| Other assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued liabilities | ( | ( | |||||||||
| Income taxes payable | ( | ( | |||||||||
| Deferred revenue | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash flows from investing activities | |||||||||||
| Proceeds on sale, maturity or distribution from long-term investments | |||||||||||
| Acquisition of property, plant and equipment | ( | ( | |||||||||
| Acquisition of intangible assets | ( | ( | |||||||||
| Acquisition of short-term investments | ( | ( | |||||||||
| Proceeds on sale or maturity of short-term investments | |||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities | |||||||||||
| Issuance of common shares (note 6) | |||||||||||
| Common shares repurchased (note 6) | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of foreign exchange gain (loss) on cash, cash equivalents, and restricted cash equivalents | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash equivalents during the period | ( | ||||||||||
| Cash, cash equivalents, and restricted cash equivalents, beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash equivalents, end of period | $ | $ | |||||||||
See notes to consolidated financial statements.
10
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES
Basis of Presentation and Preparation
These interim consolidated financial statements have been prepared by management in accordance with United States generally accepted accounting principles (“U.S. GAAP”). They do not include all the disclosures required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited consolidated financial statements of BlackBerry Limited (the “Company”) for the year ended February 28, 2026 (the “Annual Financial Statements”), which have been prepared in accordance with U.S. GAAP. In the opinion of management, all normal recurring adjustments considered necessary for fair presentation have been included in these interim consolidated financial statements. Operating results for the three and six months ended August 31, 2026 are not necessarily indicative of the results that may be expected for the full year ending February 28, 2027. The consolidated balance sheets as at February 28, 2026 were derived from the audited Annual Financial Statements but do not contain all of the footnote disclosures from the Annual Financial Statements.
The preparation of the consolidated financial statements requires management to make estimates and assumptions with respect to the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent liabilities. Actual results could differ from these estimates and any such differences may be material to the Company’s consolidated financial statements.
Certain of the comparative figures have been reclassified to conform to the current year’s presentation.
The Company is organized and managed as three reportable operating segments: QNX, Secure Communications, and Licensing, as further discussed in Note 10.
Significant Accounting Policies and Critical Accounting Estimates
There have been no material changes to the Company’s accounting policies or critical accounting estimates from those described in the Annual Financial Statements, with the exception of the below updates:
Revenue recognition
Non-cash consideration received is measured at fair value at contract inception. The estimated fair value is determined utilizing multiple valuation techniques, principally a discounted cash flow model and a market-based approach. Key inputs and assumptions include forecasted cash flows over a projection period and a discount rate applied to those cash
11
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
flows and the market-based approach relies on valuation multiples and quoted prices derived from comparable transactions.
Significant judgments in revenue recognition
Judgment is required to determine the fair value of non-cash consideration at contract inception. The Company engages an independent third-party valuation specialist to assist in this determination of the fair value of non-cash consideration.
Accounting Standards Adopted During Fiscal 2027
In July 2025, the FASB issued ASU 2025-05 to amend the guidance in “Financial Instruments—Credit Losses” (Topic 326). The amendment provides guidance for entities that elect to apply the practical expedient when estimating expected credit losses on current accounts receivable and current contract assets arising from transactions under Topic 606, including those assets acquired in a transaction accounted for under Topic 805, business combinations. Under the practical expedient, entities assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. The Company adopted ASU 2025-05 in the first quarter of fiscal 2027 and has elected to apply the practical expedient prospectively. The adoption of this guidance did not have, and is not expected to have, a material impact on the Company’s consolidated financial statements.
Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03 to amend the codification on “Expense Disaggregation Disclosure” (Subtopic 220-40): Income Statement - Reporting Comprehensive Income”. The standard requires additional disclosure on specific expense categories included in the expense captions presented on the statements of operations. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company will adopt this guidance in fiscal 2028 and is in process of evaluating the new requirements. The Company expects the adoption of this guidance to result in additional disaggregation and disclosure of certain expenses within the existing expense captions in the consolidated statements of operations and does not expect any impact on its results of operations or consolidated financial position.
In November 2025, the FASB issued ASU 2025-09 to amend the guidance in “Derivatives and Hedging” (Topic 815). The update provides targeted improvements intended to enhance the application of hedge accounting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness, and clarifications related to hedging non-financial items. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company will adopt this guidance in fiscal 2028 and does not expect the guidance to have a material impact on its results of operations, financial position and disclosures.
In December 2025, the FASB issued ASU 2025-10 to amend the guidance in “Government Grants” (Topic 832). The update provides recognition, measurement, presentation, and disclosure requirements for government grants, including guidance for grants related to an asset and grants related to income. The amendments introduce two permitted approaches for asset-related grants: a deferred income approach or a cost accumulation approach. The guidance is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. The Company will adopt this guidance in fiscal 2030 and has not yet determined the impact on its results of operations, financial position and disclosures.
2. FAIR VALUE MEASUREMENTS, CASH, CASH EQUIVALENTS AND INVESTMENTS
Fair Value
The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use in pricing the asset or liability, such as inherent risk, non-performance risk and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value into three levels:
•Level 1 - Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.
12
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
•Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
•Level 3 - Significant unobservable inputs that are supported by little or no market activity.
The fair value hierarchy also requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The Company’s cash and cash equivalents, accounts receivable, other receivables, accounts payable and accrued liabilities are carried at amounts that approximate their fair values (Level 2 measurement) due to their short maturities.
Recurring Fair Value Measurements
In determining the fair value of investments, the Company primarily relies on an independent third-party valuator for the fair valuation of securities. The Company also reviews the inputs used in the valuation process and assesses the pricing of the securities for reasonableness after conducting its own internal collection of quoted prices from brokers. Fair values for all investment categories provided by the independent third-party valuator that are in excess of 0.5 % from the fair values determined by the Company are communicated to the independent third-party valuator for consideration of reasonableness. The independent third-party valuator considers the information provided by the Company before determining whether a change in their original pricing is warranted.
When the Company concludes that there is a significant financing component included within a contract with a customer due to timing differences between the fulfillment of certain performance obligations and the receipt of payment for those performance obligations, the Company determines the present value of the future consideration utilizing the discount rate that would be reflected in a separate financing transaction between the customer and the Company at contract inception based upon the credit characteristics of the customer receiving financing in the contract.
Non-Recurring Fair Value Measurements
Upon the occurrence of certain events, the Company re-measures the fair value of non-marketable equity investments for which it utilizes the measurement alternative, and long-lived assets, including property, plant and equipment, operating lease ROU assets, intangible assets and goodwill if an impairment or observable price adjustment is recognized in the current period.
Non-Marketable Equity Investments Measured Using the Measurement Alternative
Non-marketable equity investments measured using the measurement alternative include investments in privately-held companies without readily determinable fair values in which the Company does not own a controlling interest or have significant influence. Investments in privately-held companies are recorded at fair value on a non-recurring basis. The fair values of non-marketable equity investments are classified as Level 3 when the Company estimates fair value using significant unobservable inputs, such as when the investment is remeasured due to impairment or observable price changes in the equity of an investee resulting from an orderly transaction for identical or similar investments of the same issuer.
Impairment of Long-Lived Assets
During the three and six months ended August 31, 2026, the Company recorded a pre-tax and after-tax impairment charge of $0.7 million and $0.8 million, respectively, relating to operating lease right-of-use (“ROU”) assets and property, plant and equipment associated with exiting certain leased facilities (three and six months ended August 31, 2025 - $0.5 million and $0.6 million, respectively). The impairment was determined by comparing the fair value of the impacted long-lived assets to the carrying value of the asset as of the impairment measurement date, as required under ASC Topic 360, Property, Plant, and Equipment, using Level 3 inputs. The fair value of the ROU asset was based on the estimated sublease income for certain facilities taking into consideration the estimated time period it will take to obtain a sublessor, the applicable discount rate and the sublease rate, which are considered unobservable inputs. The Company conducts an evaluation of the related liabilities and expenses and revises its assumptions and estimates as appropriate as new or updated information becomes available. The fair value measurement of ROU impaired assets is classified as Level 3 of the fair value hierarchy.
13
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
Cash, Cash Equivalents and Investments
The components of cash, cash equivalents, restricted cash equivalents and investments by fair value level and balance sheet classification as at August 31, 2026 were as follows:
Cost Basis (1) | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Short-term Investments | Long-term Investments | Restricted Cash Equivalents | ||||||||||||||||||||||||||||||||||||||||
| Bank balances | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Investments in privately-held companies | |||||||||||||||||||||||||||||||||||||||||||||||
| Level 2: | |||||||||||||||||||||||||||||||||||||||||||||||
| Term deposits, and certificates of deposits | |||||||||||||||||||||||||||||||||||||||||||||||
| Bearer deposit notes | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial paper | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Non-U.S. promissory notes | |||||||||||||||||||||||||||||||||||||||||||||||
| Non-U.S. treasury bills | |||||||||||||||||||||||||||||||||||||||||||||||
| ( | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
______________________________
(1) Cost basis for investments in privately-held companies includes the effect of returns of capital and impairment.
14
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
The components of cash, cash equivalents, restricted cash equivalents and investments by fair value level and balance sheet classification as at February 28, 2026 were as follows:
Cost Basis (1) | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Short-term Investments | Long-term Investments | Restricted Cash Equivalents | ||||||||||||||||||||||||||||||||||||||||
| Bank balances | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Investments in privately-held companies | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Level 2: | |||||||||||||||||||||||||||||||||||||||||||||||
| Term deposits, and certificates of deposits | |||||||||||||||||||||||||||||||||||||||||||||||
| Bearer deposit notes | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||||||||||||||||||||||||||
| Non-U.S. promissory notes | |||||||||||||||||||||||||||||||||||||||||||||||
| Non-U.S. treasury bills/notes | |||||||||||||||||||||||||||||||||||||||||||||||
| Level 3: | |||||||||||||||||||||||||||||||||||||||||||||||
| Investments in privately-held companies | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
______________________________
(1) Cost basis for investments in privately-held companies includes the effect of returns of capital and impairment.
As at August 31, 2026, the Company had non-marketable equity investments without readily determinable fair value of $55.5 million (February 28, 2026 - $58.3 million) including common shares of Arctic Wolf Networks, Inc. (“Arctic Wolf”) received as partial consideration for the sale of its Cylance endpoint security assets and liabilities to Arctic Wolf in the fourth quarter of fiscal 2025.
During the three and six months ended August 31, 2026 and August 31, 2025, the Company did not nil and $0.5 million, respectively, on a certain non-marketable equity investment without readily determinable fair value. The investment impaired during the first quarter of fiscal 2027 was subsequently sold during the three months ended August 31, 2026, at the carrying amount with no gain or loss recognized (three and six months ended August 31, 2025 - nil ). As of August 31, 2026, the Company has recorded a cumulative impairment of nil to the carrying value of the non-marketable equity investments without readily determinable fair value (February 28, 2026 - $3.0 million).
There were no
The Company has restricted cash equivalents, consisting of securities pledged as collateral to major banking partners in support of the Company’s requirements for letters of credit and a performance bond that the Company was required to post to support a government contract. These letters of credit support certain leasing arrangements entered in the ordinary course of business and are for terms ranging from month to approximately years. The Company is contractually restricted from accessing these funds during the term of the leases for which the letters of credit have been issued and during the term of the government contract; however, the Company can continue to invest the funds and receive investment income thereon.
15
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents as at August 31, 2026 and February 28, 2026 from the consolidated balance sheets to the consolidated statements of cash flows:
| As at | |||||||||||
| August 31, 2026 | February 28, 2026 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash equivalents | |||||||||||
| Total cash, cash equivalents and restricted cash equivalents presented in the consolidated statements of cash flows | $ | $ | |||||||||
The contractual maturities of available-for-sale investments as at August 31, 2026 and February 28, 2026 were as follows:
| As at | |||||||||||||||||||||||
| August 31, 2026 | February 28, 2026 | ||||||||||||||||||||||
| Cost Basis | Fair Value | Cost Basis | Fair Value | ||||||||||||||||||||
| Due in one year or less | $ | $ | $ | $ | |||||||||||||||||||
3. CONSOLIDATED BALANCE SHEET DETAILS
Accounts Receivable, Net of Allowance
The current estimated credit losses (“CECL”) for accounts receivable as at August 31, 2026 was $3.5 million (February 28, 2026 - $3.4 million), which includes $2.2 million included in Other long-term assets (February 28, 2026 - $2.4 million).
The Company also has long-term accounts receivable included in Other long-term assets. The CECL for long-term accounts receivable is estimated using the probability of default method and the default exposure due to limited historical information. The exposure to default is represented by the assets’ amortized carrying amount at the reporting date.
The following table sets forth the activity in the Company’s allowance for credit losses:
| Carrying Amount | |||||
| Beginning balance as of February 28, 2025 | $ | ||||
| Prior period recovery of expected credit losses | ( | ||||
Write-offs charged against the allowance | ( | ||||
| Ending balance of the allowance for credit loss as at February 28, 2026 | |||||
| Current period provision for expected credit losses | |||||
| Write-offs charged against the allowance | ( | ||||
| Ending balance of the allowance for credit loss as at August 31, 2026 | $ | ||||
The allowance for credit losses as at August 31, 2026 consists of $1.3 million (February 28, 2026 - $1.0 million) relating to CECL estimated based on days past due and region and $2.2 million (February 28, 2026 - $2.4 million) relating to specific customers that were evaluated separately.
There were three customers that comprised more than 10% of accounts receivable as at August 31, 2026 (February 28, 2026 - two customers comprised more than 10%).
Other Receivables
16
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
As at February 28, 2026, other receivables included items such as claims filed by QNX with the Ministry of Innovation, Science and Economic Development Canada relating to its Strategic Innovation Fund (“SIF”), among other items, none of which were greater than 5% of the current assets balance as at the balance sheet date.
Other Current Assets
As at August 31, 2026 and February 28, 2026, other current assets included items such as the current portion of deferred commissions and prepaid expenses, among other items, none
Property, Plant and Equipment, Net
Property, plant and equipment comprised the following:
| As at | |||||||||||
| August 31, 2026 | February 28, 2026 | ||||||||||
| Cost | |||||||||||
| BlackBerry operations and other information technology | $ | $ | |||||||||
| Leasehold improvements and other | |||||||||||
| Furniture and fixtures | |||||||||||
| Research and development equipment | |||||||||||
| Accumulated amortization and impairment | |||||||||||
| Net book value | $ | $ | |||||||||
Intangible Assets, Net
Intangible assets comprised the following:
| As at August 31, 2026 | |||||||||||||||||
| Cost | Accumulated Amortization and Impairment | Net Book Value | |||||||||||||||
| Acquired technology | $ | $ | $ | ||||||||||||||
| Other acquired intangibles | |||||||||||||||||
| Intellectual property | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| As at February 28, 2026 | |||||||||||||||||
| Cost | Accumulated Amortization and Impairment | Net Book Value | |||||||||||||||
| Acquired technology | $ | $ | $ | ||||||||||||||
| Other acquired intangibles | |||||||||||||||||
| Intellectual property | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
For the six months ended August 31, 2026, amortization expense related to intangible assets amounted to $4.6 million (six months ended August 31, 2025 - $7.6 million). For the six months ended August 31, 2026, the Company held acquired technology and other acquired intangibles that were fully amortized but still in use.
Total additions to intangible assets for the six months ended August 31, 2026 amounted to $9.5 million (six months ended August 31, 2025 - $2.6 million). During the six months ended August 31, 2026, additions to intangible assets primarily consisted of patents received as non-cash consideration under a contract with a customer and payments for intellectual property relating to patent maintenance and registration fees.
17
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
Based on the carrying value of the identified intangible assets as at August 31, 2026, and assuming no subsequent impairment of the underlying assets, the annual amortization expense for the remainder of fiscal 2027 and each of the five succeeding years is expected to be as follows: fiscal 2027 - $4.7 million; fiscal 2028 - $7.8 million; fiscal 2029 - $6.1 million; fiscal 2030 - $5.3 million; fiscal 2031 - $4.5 million and fiscal 2032 - $3.7 million.
Goodwill
Changes to the carrying amount of goodwill during the six months ended August 31, 2026 and fiscal year ended February 28, 2026 were as follows:
| Carrying Amount | |||||
| Carrying amount as at February 28, 2025 | $ | ||||
| Effect of foreign exchange on non-U.S. dollar denominated goodwill | |||||
| Carrying amount as at February 28, 2026 | |||||
| Effect of foreign exchange on non-U.S. dollar denominated goodwill | ( | ||||
| Carrying amount as at August 31, 2026 | $ | ||||
Other Long-term Assets
As at August 31, 2026 and February 28, 2026, other long-term assets included long-term receivables related to intellectual property sold, Secure Communication contracts and minimum royalty commitments from QNX customers and the long-term portion of deferred commissions, among other items, none
Accrued Liabilities
Accrued liabilities is comprised of the following:
| As at | |||||||||||
| August 31, 2026 | February 28, 2026 | ||||||||||
| Variable incentive accrual | $ | $ | |||||||||
Deferred share unit liability (1) | |||||||||||
| Indirect taxes accrual | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
______________________________
Other accrued liabilities include the accrued current portion of the operating lease liability, the current portion of the restructuring programs, accrued vendor liabilities, and payroll withholding taxes, among other items, none
Restructuring
During fiscal 2025 and fiscal 2024, the Company commenced restructuring programs with the objective of reducing its annual costs and expenses. Other charges and cash costs may occur as programs are implemented or changes are completed.
18
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
The following table sets forth the activity in the Company’s restructuring program liabilities:
| Employee Termination Benefits | Facilities and Other Charges | Total | |||||||||||||||
| Balance as at February 28, 2025 | $ | ||||||||||||||||
| Charges incurred | |||||||||||||||||
| Cash payments made | ( | ( | ( | ||||||||||||||
| Balance as at February 28, 2026 | |||||||||||||||||
| Charges incurred | |||||||||||||||||
| Cash payments made | ( | ( | ( | ||||||||||||||
Balance as at August 31, 2026 | $ | $ | $ | ||||||||||||||
| Current portion | $ | $ | $ | ||||||||||||||
| Long-term portion | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
The long-term portion of the restructuring liabilities is recorded by measuring the remaining payments at present value using an effective interest rate of 6.0 %, and the Company recorded interest expense over time to arrive at the total face value of the remaining payments.
The restructuring charges included employee termination benefits, facilities and other charges primarily associated with system transformation to streamline corporate functions into QNX and Secure Communications.
Total charges incurred for the three and six months ended August 31, 2026 were $2.7 million and $3.0 million, respectively, recorded within on the Consolidated Statements of Operations (three and six months ended August 31, 2025 - $3.4 million and $6.3 million).
19
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
4. INCOME TAXES
For the six months ended August 31, 2026, the Company’s net effective income tax expense rate was approximately 18 % compared to a net effective income tax expense rate of 17 % for the six months ended August 31, 2025. The Company’s income tax rate reflects the change in unrecognized income tax benefit, if any, and the fact that the Company has a significant valuation allowance against its deferred income tax assets; in particular, any change in loss carry forwards or research and development credits, amongst other items, is offset by a corresponding adjustment of the valuation allowance. The Company’s net effective income tax rate also reflects the geographic mix of earnings in jurisdictions with different income tax rates.
The Company records a valuation allowance to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company assesses the need for a valuation allowance on its deferred tax assets each reporting period. In assessing the realizability of deferred tax assets, the Company considers both positive and negative evidence, to determine whether, based upon the weight of that evidence, it is more likely than not that the Company’s deferred tax assets will not be realized and a valuation allowance is required. This assessment involves significant judgment, particularly with respect to the relative impact of such evidence. All available evidence, both positive and negative, that may affect the realization of deferred tax assets must be identified and considered in determining the appropriate amount of the valuation allowance. The Company has recently generated cumulative pre-tax income in certain jurisdictions and continues to evaluate whether sufficient positive evidence exists to support the realization of its deferred tax assets. This evaluation is performed on a jurisdiction-by-jurisdiction basis, and the conclusions reached may vary based on the sustainability of earnings in each jurisdiction. Based on recent operating profits and current forecasts, it is reasonably possible that the Company’s assessment of the realizability of its deferred tax assets may change in a future period, including within the current fiscal year, as additional positive evidence becomes available in relation to the realizability of deferred tax assets. Such a change could result in the release of a significant portion of the Company’s valuation allowance of $1,512.8 million in Canada and the United States, which could have a material impact on income tax expense in the period of release.
The Company’s total unrecognized income tax benefits as at August 31, 2026 were $19.8 million (February 28, 2026 - $19.7 million). As at August 31, 2026, $19.7 million of the unrecognized income tax benefits have been netted against deferred income tax assets and $0.1 million has been recorded within income taxes payable on the Company’s consolidated balance sheets.
The Company is subject to ongoing examination by tax authorities in certain jurisdictions in which it operates. The Company regularly assesses the status of these examinations and the potential for adverse outcomes to determine the adequacy of the provision for income taxes as well as the provisions for indirect and other taxes and related penalties and interest. While the final resolution of audits is uncertain, the Company believes the ultimate resolution of these audits will not have a material adverse effect on its consolidated financial position, liquidity or results of operations.
5. LONG-TERM NOTES
On January 29, 2024, the Company issued $200.0 million aggregate principal amount of 3.00 % senior convertible unsecured notes (the “Notes”) in an offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended.
The Notes are due on February 15, 2029 unless earlier converted, redeemed, or repurchased. Each $1,000 principal amount of the Notes is convertible into 257.5826 common shares of the Company based on the initial conversion rate, for a total of 51.5 million common shares at a price of $3.88 per share, subject to adjustments. Covenants associated with the Notes include general corporate maintenance, existence and reporting requirements. The Notes bear interest at a rate of 3.00 % per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2024.
Prior to the close of business on the business day immediately preceding November 15, 2028, the Notes will be convertible only upon satisfaction of specified conditions, including the trading price of the Company’s common shares. The trading price condition is met during any calendar quarter commencing after March 31, 2024, if for at least 20 trading days (whether or not consecutive) within the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of the Company’s common shares was greater than or equal to 130 % of the applicable conversion price on each such trading day. Satisfaction of the condition, allows the holders to convert their Notes in the subsequent calendar quarter. On and after November 15, 2028, the Notes may be converted at any time until the close of business on the second scheduled trading day immediately preceding February 15, 2029 , regardless of the foregoing conditions. The Company may satisfy any conversions of the Notes by paying or
20
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
delivering, as the case may be, cash, its common shares or a combination of cash and its common shares, at the Company’s election (or, in the case of any Notes called for redemption that are converted during the related redemption period, solely its common shares).
The closing price of the Company’s common shares exceeded 130 % of the conversion price for at least 20 trading days within a period of 30 consecutive trading days ending on June 30, 2026, permitting holders to convert their Notes for a period beginning July 1, 2026 and ending September 30, 2026. No holders converted their Notes during the three months ended August 31, 2026. Subsequent to the end of the quarter the contingent condition was again satisfied on September 16, 2026. Accordingly, the Notes will continue to be eligible for conversion, at the option of the holders, from October 1, 2026 through December 31, 2026.
The Company recorded the Notes, including the debt itself and all embedded derivatives, at cost less debt issuance costs of $6.0 million and presents the Notes as a single hybrid financial instrument. Debt issuance costs related to the Notes have been recorded as a direct deduction from the face amount of the Notes and are amortized using the effective interest method. No portion of the embedded derivatives required bifurcation from the host debt contract.
The following table summarizes the change in the Notes for the six months ended August 31, 2026:
| Carrying Amount | ||||||||
| Balance as at February 28, 2026 | $ | |||||||
| Amortization of debt issuance costs | ||||||||
| Balance as at August 31, 2026 | $ | |||||||
The Company’s estimate of the fair value of the Notes as at August 31, 2026 is $450.3 million (February 28, 2026 - $241.7 million).
For the three and six months ended August 31, 2026, the Company recorded interest expense related to the Notes of $1.5 million and $3.0 million, respectively, which has been included in investment income, net on the Company’s consolidated statements of operations (three and six months ended August 31, 2025 - $1.5 million and $3.0 million, respectively).
6. CAPITAL STOCK
The following details the changes in issued and outstanding common shares for the six months ended August 31, 2026:
| Capital Stock and Additional Paid-in Capital | |||||||||||
| Stock Outstanding (000s) | Amount | ||||||||||
| Common shares outstanding as at February 28, 2026 | $ | ||||||||||
| Common shares issued for restricted share unit settlements | — | ||||||||||
| Stock-based compensation | — | ||||||||||
| Common shares issued for employee share purchase plan | |||||||||||
| Share repurchase | ( | ( | |||||||||
| Common shares outstanding as at August 31, 2026 | $ | ||||||||||
The Company had 587 million voting common shares outstanding, 18.9 million restricted share units (“RSUs”) and 1.9 million deferred share units (“DSUs”) outstanding as at September 21, 2026. In addition, 51.5 million common shares are issuable upon conversion in full of the Notes as described in Note 5.
On May 8, 2025, the Company received acceptance from the Toronto Stock Exchange (“TSX”) with respect to a normal course issuer bid (“2025 NCIB”) share buyback program to purchase for cancellation up to 27.9 million common shares of the Company, or approximately 4.7 % of the outstanding public float as of May 5, 2025. The 2025 NCIB share buyback program commenced on May 12, 2025, and expired on May 11, 2026.
On May 8, 2026, the Company received acceptance from the TSX for the renewal of its normal course issuer bid (“2026 NCIB”) share buyback program. The 2026 NCIB share buyback program allows for the repurchase of up to 26.8 million of the Company’s common shares, representing approximately 4.58 % of the outstanding public float as of April 30, 2026. The 2026 NCIB share buyback program commenced on May 12, 2026, and will expire on May 11, 2027, such date as the Company may determine, or the date on which the maximum number of common shares that may be purchased under the
21
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
2026 NCIB share buyback program has been reached. The Company is not obligated to repurchase any common shares under the 2026 NCIB share buyback program.
During the six months ended August 31, 2026, the Company repurchased 2.6 million common shares, at a cost of $10.0 million. All shares were repurchased under the 2025 NCIB share buyback program. The Company recorded a reduction of $12.9 million to capital stock and the amount paid below the per share paid-in capital of the common shares of $2.9 million was recorded to deficit. All common shares repurchased by the Company pursuant to the 2025 NCIB share buyback program have been canceled.
7. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 31, 2026 | August 31, 2025 | August 31, 2026 | August 31, 2025 | ||||||||||||||||||||
| Net income for basic and diluted earnings per share available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
Add: Interest and amortization of debt issuance cost (2) | $ | ||||||||||||||||||||||
| Adjusted income for diluted earnings per share available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of shares outstanding (000’s) - basic | |||||||||||||||||||||||
| Effect of dilutive securities (000’s) | |||||||||||||||||||||||
Stock-based compensation (1) | |||||||||||||||||||||||
Conversion of the Notes (2) (3) | |||||||||||||||||||||||
| Weighted average number of shares and assumed conversions (000’s) diluted | |||||||||||||||||||||||
| Earnings per share - reported | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
______________________________
(1) The Company has presented the dilutive effect of in-the-money options and RSUs that will be settled upon vesting by the issuance of new common shares in the calculation of diluted earnings per share for the three and six months ended August 31, 2026 and August 31, 2025.
(2) The Company has presented the dilutive effect of the Notes using the if-converted method in the calculation of diluted earnings per share for the three and six months ended August 31, 2026. Under the if-converted method, interest expense, including amortization of debt issuance costs, net of applicable tax effects, is added back to net income and the weighted-average shares issuable upon conversion are included in diluted weighted-average shares outstanding. See Note 5 for details on the Notes.
22
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
8. ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in AOCL by component, net of tax, for the three and six months ended August 31, 2026 and August 31, 2025 were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 31, 2026 | August 31, 2025 | August 31, 2026 | August 31, 2025 | ||||||||||||||||||||
| Available-for-Sale Debt Securities | |||||||||||||||||||||||
| Balance, beginning of period | $ | ( | $ | $ | $ | ||||||||||||||||||
| Other comprehensive loss before reclassification | ( | ||||||||||||||||||||||
| Accumulated net unrealized loss on available-for-sale debt securities | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Cash Flow Hedges | |||||||||||||||||||||||
| Balance, beginning of period | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Other comprehensive income (loss) before reclassification | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified from AOCL into net income | ( | ||||||||||||||||||||||
| Accumulated net unrealized income (loss) on derivative instruments designated as cash flow hedges | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Foreign Currency Cumulative Translation Adjustment | |||||||||||||||||||||||
| Balance, beginning of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Foreign currency cumulative translation adjustment | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other Post-Employment Benefit Obligations | |||||||||||||||||||||||
| Actuarial losses associated with other post-employment benefit obligations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Accumulated Other Comprehensive Loss, End of Period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
9. COMMITMENTS AND CONTINGENCIES
(a)Letters of Credit
The Company had $14.1 million in collateralized outstanding letters of credit in support of certain leasing arrangements entered into in the ordinary course of business as of August 31, 2026. The Company has posted a performance bond as collateral to support a government contract for the term of the agreement. See the discussion of restricted cash equivalents in Note 2.
(b)Contingencies
Litigation
The Company is involved in litigation in the normal course of its business, both as a defendant and as a plaintiff. The Company is subject to a variety of claims (including claims related to patent infringement, purported class actions and other claims in the normal course of business) and may be subject to additional claims either directly or through indemnities against claims that it provides to certain of its partners and customers. In particular, the industry in which the Company competes has many participants that own, or claim to own, intellectual property, including participants that have been issued patents and may have filed patent applications or may obtain additional patents and proprietary rights for technologies similar to those used by the Company in its products. The Company has received, and may receive in the future, assertions and claims from third parties that the Company’s products infringe on their patents or other intellectual property rights. Litigation has been, and will likely continue to be, necessary to determine the scope, enforceability and validity of third-party proprietary rights or to establish the Company’s proprietary rights. Regardless of whether claims
23
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
against the Company have merit, those claims could be time-consuming to evaluate and defend, result in costly litigation, divert management’s attention and resources and subject the Company to significant liabilities.
Management reviews all of the relevant facts for each claim and applies judgment in evaluating the likelihood and, if applicable, the amount of any potential loss. Where a potential loss is considered probable and the amount is reasonably estimable, provisions for loss are made based on management’s assessment of the likely outcome. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum amount in the range. The Company does not provide for claims for which the outcome is not probable or claims for which the amount of the loss cannot be reasonably estimated. Any settlements or awards under such claims are provided for when reasonably determinable.
As of August 31, 2026, there are no material claims for which the Company has assessed the potential loss as both probable to result and reasonably estimable; therefore, no accrual has been made. Further, there are claims outstanding for which the Company has assessed the potential loss as reasonably possible to result; however, an estimate of the amount of loss cannot reasonably be made. There are many reasons that the Company cannot make these assessments, including, among others, one or more of the following: the early stages of a proceeding does not require the claimant to specifically identify the patent claims that have allegedly been infringed or the products that are alleged to infringe; damages sought are unspecified, unsupportable, unexplained or uncertain; discovery has not been started or is incomplete; the facts that are in dispute are highly complex; the difficulty of assessing novel claims; the parties have not engaged in any meaningful settlement discussions; the possibility that other parties may share in any ultimate liability; and the often slow pace of litigation.
The Company has included the following summaries of certain of its legal proceedings though they do not meet the test for accrual described above.
Between October and December 2013, several purported class action lawsuits were filed against the Company and certain of its former officers in various jurisdictions in Canada alleging that certain of the Company’s financial statements contain material misstatements. On July 23, 2014, the plaintiff in the putative Ontario class action (Swisscanto Fondsleitung AG v. BlackBerry Limited, et al.) filed a motion for class certification and for leave to pursue statutory misrepresentation claims. On November 17, 2015, the Ontario Superior Court of Justice issued an order granting the plaintiffs’ motion for leave to file a statutory claim for misrepresentation. On December 2, 2015, the Company filed a notice of motion seeking leave to appeal this ruling. On November 15, 2018, the Court denied the Company’s motion for leave to appeal the order granting the plaintiffs leave to file a statutory claim for misrepresentation. On February 5, 2019, the Court entered an order certifying a class comprised persons (a) who purchased BlackBerry common shares between March 28, 2013, and September 20, 2013, and still held at least some of those shares as of September 20, 2013, and (b) who acquired those shares on a Canadian stock exchange or acquired those shares on any other stock exchange and were a resident of Canada when the shares were acquired. Notice of class certification was published on March 6, 2019. The Company filed its Statement of Defence on April 1, 2019. A mediation took place on April 21 and 22, 2026, during which no settlement was reached. A pretrial conference was held on September 16, 2026. Trial is set for January 11, 2027.
Other contingencies
As at August 31, 2026, the Company has recognized $28.6 million (February 28, 2026 - $28.6 million) in funds from claims filed by QNX with the Ministry of Innovation, Science and Economic Development Canada relating to its SIF. A portion of this amount may be repayable in the future under certain circumstances if certain terms and conditions are not met by the Company, which is not probable at this time.
(c)Indemnifications
The Company enters into certain agreements that contain indemnification provisions under which the Company could be subject to costs and damages, including in the event of an infringement claim against the Company or an indemnified third party. Such intellectual property infringement indemnification clauses are generally not subject to any dollar limits and remain in effect for the term of the Company’s agreements. To date, the Company has not encountered material costs as a result of such indemnifications.
24
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
10. REVENUE AND SEGMENT DISCLOSURES
The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the CODM for making decisions and assessing performance as a source of the Company’s reportable operating segments. The CODM, who is the CEO of the Company, makes decisions and assesses the performance of the Company using three operating segments.
The CODM does not evaluate operating segments using discrete asset information. The Company does not specifically allocate assets to operating segments for internal reporting purposes.
Segment Disclosures
The Company is organized and managed as three operating segments: QNX, Secure Communications, and Licensing.
The following tables show information by reportable operating segment for the three and six months ended August 31, 2026 and August 31, 2025:
| For the Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| QNX | Secure Communications | Licensing | Segment Totals | ||||||||||||||||||||||||||||||||||||||||||||
| August 31, | August 31, | August 31, | August 31, | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||
| Segment revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Segment cost of sales | |||||||||||||||||||||||||||||||||||||||||||||||
Segment adjusted gross margin (1) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| For the Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| QNX | Secure Communications | Licensing | Segment Totals | ||||||||||||||||||||||||||||||||||||||||||||
| August 31, | August 31, | August 31, | August 31, | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||
| Segment revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Segment cost of sales | |||||||||||||||||||||||||||||||||||||||||||||||
Segment adjusted gross margin (1) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
______________________________
(1) A reconciliation of total segment adjusted gross margin to consolidated pre-tax income is set forth below.
QNX consists of BlackBerry® QNX®, BlackBerry Radar®, BlackBerry® Certicom®, and other QNX applications. QNX revenue is generated predominantly through software licenses, commonly bundled with support, maintenance and professional services and through royalties which are volume-based, but may also be fixed based upon customers committing to certain minimum volumes.
Secure Communications consists of BlackBerry® UEM, BlackBerry® AtHoc® and BlackBerry® SecuSUITE®. The Company’s endpoint management platform includes BlackBerry® UEM, BlackBerry® Dynamics™, and BlackBerry® Workspaces solutions. Secure Communications revenue is generated predominantly through software licenses, commonly bundled with support, maintenance and professional services.
Licensing consists of the Company’s intellectual property arrangements and settlement awards.
25
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
The following table reconciles total segment adjusted gross margin for the three and six months ended August 31, 2026 and August 31, 2025 to the Company’s consolidated totals:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 31, 2026 | August 31, 2025 | August 31, 2026 | August 31, 2025 | ||||||||||||||||||||
| Total segment adjusted gross margin | $ | $ | $ | $ | |||||||||||||||||||
Adjustments (1): | |||||||||||||||||||||||
| Less: Stock compensation | |||||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Research & development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||
| Impairment of long-lived assets | |||||||||||||||||||||||
| Add: | |||||||||||||||||||||||
| Investment income, net | |||||||||||||||||||||||
| Consolidated income before income tax | $ | $ | $ | $ | |||||||||||||||||||
______________________________
(1) The CODM reviews segment adjusted gross margin information on an adjusted basis, which excludes Stock compensation expenses - a non-cash expense that is not included in the CODM’s measure of segment adjusted gross margin when evaluating performance and allocating resources to the segment.
Revenue
The Company disaggregates revenue from contracts with customers based on geographical regions, timing of revenue recognition, and segment revenue, as discussed above in “Segment Disclosures”.
The Company’s revenue, classified by major geographic region in which the Company’s customers are located, was as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 31, 2026 | August 31, 2025 | August 31, 2026 | August 31, 2025 | ||||||||||||||||||||
North America (1) | $ | $ | $ | $ | |||||||||||||||||||
| Europe, Middle East and Africa | |||||||||||||||||||||||
| Other regions | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
North America (1) | % | % | % | % | |||||||||||||||||||
| Europe, Middle East and Africa | % | % | % | % | |||||||||||||||||||
| Other regions | % | % | % | % | |||||||||||||||||||
| Total | % | % | % | % | |||||||||||||||||||
______________________________
(1) North America includes all revenue from Licensing, due to the global applicability of the patent portfolio and licensing arrangements thereof .
26
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
Revenue, classified by timing of recognition, was as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 31, 2026 | August 31, 2025 | August 31, 2026 | August 31, 2025 | ||||||||||||||||||||
| Products and services transferred over time | $ | $ | $ | $ | |||||||||||||||||||
| Products and services transferred at a point in time | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Revenue contract balances
The following table sets forth the activity in the Company’s revenue contract balances for the six months ended August 31, 2026:
| Accounts Receivable | Deferred Revenue | Deferred Commissions | |||||||||||||||
| Opening balance as at February 28, 2026 | $ | $ | $ | ||||||||||||||
| Increases due to invoicing of new or existing contracts, associated contract acquisition costs, or other | |||||||||||||||||
| Decrease due to payment, fulfillment of performance obligations, or other | ( | ( | ( | ||||||||||||||
| Increase (decrease), net | ( | ( | |||||||||||||||
| Closing balance as at August 31, 2026 | $ | $ | $ | ||||||||||||||
| Current portion | $ | $ | $ | ||||||||||||||
| Long-term portion | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
Transaction price allocated to the remaining performance obligations
The table below discloses the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as at August 31, 2026 and the time frame in which the Company expects to recognize this revenue. The disclosure includes estimates of variable consideration, except when the variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property.
The disclosure excludes estimates of variable consideration relating to future royalty revenues from the sale of certain non-core patent assets to Malikie Innovations Limited in May 2023, which have been constrained based on the Company’s accounting policies and critical accounting estimates.
| As at August 31, 2026 | |||||||||||||||||||||||
| Less than 12 Months | 12 to 24 Months | Thereafter | Total | ||||||||||||||||||||
| Remaining performance obligations | $ | $ | $ | $ | |||||||||||||||||||
Revenue recognized for performance obligations satisfied in prior periods
For the three and six months ended August 31, 2026, revenue of $2.3 million and $2.8 million, respectively, was recognized relating to performance obligations satisfied in a prior period (three and six months ended August 31, 2025 - nil
Information About Major Customers
There were two customers that each comprised 10 no customers that comprised more than 10% of the Company’s revenue during the six months ended August 31, 2026. (three and six months ended August 31, 2025 - no customer that comprised more than 10% of the Company’s revenue and one customer that comprised 11 % of the Company’s revenue).
27
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
11. CASH FLOW AND ADDITIONAL INFORMATION
(a) The following table sets forth the supplemental cash flow information for the three and six months ended August 31, 2026 and August 31, 2025:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 31, 2026 | August 31, 2025 | August 31, 2026 | August 31, 2025 | ||||||||||||||||||||
| Interest paid during the period | $ | $ | $ | $ | |||||||||||||||||||
| Income taxes paid during the period | |||||||||||||||||||||||
| Income tax refunds received during the period | |||||||||||||||||||||||
| Property, plant and equipment included in accounts payable and accrued liabilities | |||||||||||||||||||||||
| Intangibles included in accounts payable and accrued liabilities | |||||||||||||||||||||||
| Sale of long-term investment included in other receivables | |||||||||||||||||||||||
(b) Additional Information
Foreign exchange
The Company is exposed to foreign exchange risk as a result of transactions in currencies other than its functional currency, the U.S. dollar. The majority of the Company’s revenue in the second quarter of fiscal 2027 was transacted in U.S. dollars. Portions of the revenue were denominated in Canadian dollars, euros and British pounds. Other expenses, consisting mainly of salaries and certain other operating costs, were incurred primarily in Canadian dollars, but were also incurred in U.S. dollars, euros and British pounds. At August 31, 2026, approximately 10 % of cash and cash equivalents, 44 % of accounts receivable and 71 % of accounts payable were denominated in foreign currencies (February 28, 2026 – 15 %, 22 % and 46 %, respectively). These foreign currencies primarily include the Canadian dollar, euro and British pound. As part of its risk management strategy, the Company maintains net monetary asset and/or liability balances in foreign currencies and engages in foreign currency hedging activities using derivative financial instruments, including currency forward contracts and currency options. The Company does not use derivative instruments for speculative purposes.
Interest rate risk
Cash and cash equivalents and investments are invested in certain instruments with fixed interest rates of varying maturities. Consequently, the Company is exposed to interest rate risk as a result of holding investments of varying maturities and the significant financing components within certain revenue contracts with customers. The fair value of investments, as well as the investment income derived from the investment portfolio, will fluctuate with changes in prevailing interest rates. The Company also has significant financing components within certain revenue contracts with customers and is exposed to interest rate risk as a result of discounting the future payments from customers with a fixed interest rate. The Company also has outstanding Notes with a fixed interest rate, as described in Note 5. The Company is exposed to interest rate risk as a result of the Notes. The Company does not currently utilize interest rate derivative instruments.
Credit risk
The Company is exposed to market and credit risk on its investment portfolio. The Company is also exposed to credit risk with customers, as described in Note 3. The Company reduces this risk from its investment portfolio by investing in liquid, investment-grade securities and by limiting exposure to any one entity or group of related entities. As at August 31, 2026, no single issuer represented more than 19 % of the total cash, cash equivalents and investments (February 28, 2026 - no single issuer represented more than 34 % of the total cash, cash equivalents and investments), with the largest such issuer representing bearer deposits, term deposits and cash balances with one of the Company’s banking counterparties.
28
BlackBerry Limited
Notes to the Consolidated Financial Statements
In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited)
Liquidity risk
Cash, cash equivalents, and investments were $447.1 million as at August 31, 2026. The Company holds certain equity investments in privately-held companies that are illiquid securities without a public market and, as such, they cannot be readily sold or exchanged for cash. The Company may not be able to sell these shares at desired times or prices, which could negatively impact its financial condition and results of operations.
The Company’s management remains focused on efficiently managing working capital balances and managing the liquidity needs of the business. Based on its current financial projections, the Company believes its financial resources, together with expected future operating cash generating activities, are sufficient to meet funding requirements for current financial commitments and future operating expenditures not yet committed, and should provide the necessary financial capacity for the foreseeable future.
Equity Investments Risk
The Company holds non-marketable equity investments in privately-held companies in which the Company does not own a controlling interest or have significant influence. The Company's equity investments in privately-held companies are subject to a wide variety of market-related risks that could substantially reduce or increase the fair value of its holdings. The Company's equity investments in privately-held companies are recorded using the measurement alternative and are assessed each reporting period for observable price changes and impairments, which may involve estimates and judgments given the lack of readily available market data. Certain equity investments in privately-held companies are in the early stages of development and are inherently risky due to their lack of operational history. The Company has a high concentration of risk associated with a small number of non-marketable equity investments that are impacted by fluctuations in their fair values or by observable changes or impairments.
29
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with the unaudited interim consolidated financial statements and the accompanying notes (the “Consolidated Financial Statements”) of BlackBerry Limited for the three and six months ended August 31, 2026, included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as the Company’s audited consolidated financial statements and accompanying notes and MD&A for the fiscal year ended February 28, 2026 (the “Annual MD&A”) included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2026 (the “Annual Report”). The Consolidated Financial Statements are presented in U.S. dollars and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). All financial information in this MD&A is presented in U.S. dollars, unless otherwise indicated.
Additional information about the Company, which is included in the Company’s Annual Report, can be found on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov.
Cautionary Note Regarding Forward-Looking Statements
This MD&A contains forward-looking statements within the meaning of certain securities laws, including under the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including statements relating to:
•the Company’s plans, strategies and objectives, including its expectations regarding the Alloy Kore™ vehicle software platform;
•the Company’s expectations with respect to its total and segment revenue and adjusted EBITDA, non-GAAP EPS and operating cash flow in the third quarter of fiscal 2027 and for fiscal 2027 as a whole;
•the Company’s estimates of purchase obligations and other contractual commitments; and
•the Company’s expectations with respect to the sufficiency of its financial resources.
The words “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “could”, “intend”, “believe”, “target”, “plan” and similar expressions are intended to identify forward-looking statements in this MD&A, including in the sections entitled “Business Overview”, “Business Overview - Products and Services”, “Results of Operations - Three months ended August 31, 2026 compared to the three months ended August 31, 2025 - Revenue - Revenue by Segment”, “Results of Operations - Three months ended August 31, 2026 compared to the three months ended August 31, 2025 - Revenue - Adjusted Gross Margin and Adjusted EBITDA by Segment”, “Results of Operations - Three months ended August 31, 2026 compared to the three months ended August 31, 2025 - Net Income” and “Financial Condition - Contractual and Other Obligations”. Forward-looking statements are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate in the circumstances, including but not limited to, the Company’s expectations regarding its business, strategy, opportunities and prospects, the launch of new products and services, general economic conditions, competition, and the Company’s expectations regarding its financial performance. Many factors could cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the risk factors discussed in Part I, Item 1A “Risk Factors” in the Annual Report.
All of these factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking statements. Any statements that are forward-looking statements are intended to enable the Company’s shareholders to view the anticipated performance and prospects of the Company from management’s perspective at the time such statements are made, and they are subject to the risks that are inherent in all forward-looking statements, as described above, as well as difficulties in forecasting the Company’s financial results and performance for future periods, particularly over longer periods, given changes in technology and the Company’s business strategy, evolving industry standards, intense competition and short product life cycles that characterize the industries in which the Company operates. See the “Strategy” subsection in Part I, Item 1 “Business” of the Annual Report.
The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
30
Business Overview
Founded in 1984, the Company equips leading automakers, governments and regulated industries with secure, reliable software that drives productivity, resilience and mission-critical performance. Based in Waterloo, Ontario, the Company has two core divisions, QNX and Secure Communications, each addressing large and growing market opportunities.
The Company’s QNX division develops safe, reliable software for embedded systems across technology-driven industries, including automotive, medical devices, robotics, and industrial automation. The world’s leading automotive OEMs and Tier 1 suppliers rely on QNX® technology, which enables more than 275 million vehicles.
The Company’s Secure Communications division delivers operational resiliency with a government-grade portfolio of secure, certified solutions for mobile fortification, critical communications and crisis management.
The Company was incorporated under the Business Corporations Act (Ontario) and has amalgamated with several of its wholly-owned subsidiaries, the last occurring through the filing of articles of amalgamation on November 4, 2013. The Company’s common shares trade under the ticker symbol “BB” on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”).
Products and Services
The Company has a rich pedigree in innovation and has developed a range of products and services that assist customers in addressing their needs as their industries evolve, which are structured in three divisions: QNX, Secure Communications and Licensing.
QNX
The QNX division consists of QNX®, BlackBerry Radar® and BlackBerry® Certicom®.
With 45 years of embedded software expertise and a rich intellectual property portfolio, QNX is an industry leader whose high-performance foundational software enables major automakers and industrial giants alike to unlock transformative applications, drive new revenue streams and launch innovative business models, all without sacrificing safety, security and reliability. QNX is a trusted supplier of operating systems, hypervisors, middleware and development tools that help reduce hardware dependency while enabling new possibilities in high-performance computing, standards-based virtualization technologies, and cloud enablement.
QNX offers a growing portfolio of safety-certified, secure and reliable platform solutions and is focused on achieving design wins with automotive OEMs, Tier 1 vendors and automotive semiconductor suppliers. These solutions include the BlackBerry QNX real-time operating system (RTOS), QNX® Hypervisor for Safety and QNX® Software Development Platform (SDP), as well as other products designed to alleviate the challenges of compliance with ISO 26262, the automotive industry’s functional safety standard. The QNX pre-certified microkernel operating system is specifically tailored for safety-critical embedded systems and toolchains that are pre-qualified for building these systems. The QNX Hypervisor for Safety prevents safety systems from potential impact of malfunction in other systems. These products help to reduce time to market and developer friction.
QNX and Vector Informatik GmbH recently introduced Alloy Kore, a foundational vehicle software platform designed to simplify and accelerate the development of software-defined vehicles. Alloy Kore integrates QNX’s safety-certified RTOS and virtualization capabilities and Vector’s safe middleware modules to deliver a lightweight, scalable foundation for deploying applications across vehicle domains. The Company believes that Alloy Kore has the potential to expand average selling prices by multiples on a per-vehicle basis and drive meaningful backlog growth. Subsequent to the end of the quarter, the Company announced an Alloy Kore design win with Coretura, the commercial vehicle software joint venture between Volvo Group and Daimler Truck. The design win is the largest in QNX history and added more than $100 million to the QNX royalty backlog.
QNX is also a preferred supplier of embedded systems for companies building medical devices, robotics, physical AI solutions, rail systems, industrial automation solutions, aerospace and defence systems, and other mission-critical applications. QNX solutions offer the performance, determinism, and trust necessary to enable physical AI systems, being autonomous systems that engage with and act in the real world, powering them to run safely, predictably and at scale. QNX collaborates closely with customers to understand their specific requirements and more quickly and effectively develop solutions to meet their evolving needs.
BlackBerry Radar is a family of asset monitoring and telematics solutions for the transportation and logistics industry. The BlackBerry Radar solution includes devices and secure cloud-based dashboards for tracking containers, trailers, chassis, flatbeds and heavy machinery, for reporting locations and sensor data, and for enabling custom alerts and fleet management analytics.
31
BlackBerry Certicom leverages patented elliptic curve cryptography to provide device security, anti-counterfeiting and product authentication solutions to deliver end-to-end security with managed public key infrastructure, code signing, and other applied cryptography and key management solutions.
The QNX division also provides engineering consulting services, including services to assist OEM customers to bring their products to market on time, as well as services to ensure compliance with relevant functional safety standards.
Secure Communications
The Secure Communications division consists of BlackBerry® SecuSUITE®, BlackBerry® UEM and BlackBerry® AtHoc®.
BlackBerry SecuSUITE is a certified, multi-OS voice, messaging and file-sharing solution with advanced encryption, anti-eavesdropping and continuous authentication capabilities, providing a maximum level of security on conventional mobile devices for classified and restricted government use.
The Company’s endpoint management offerings include BlackBerry UEM, BlackBerry® Dynamics™, BlackBerry® Workspaces, and BlackBerry Messenger (BBM®) Enterprise. BlackBerry UEM employs a containerized approach to manage and secure devices, third party and custom applications, identity, content and endpoints across all leading operating systems, as well as providing regulatory compliance tools. BlackBerry Dynamics offers a best-in-class development platform and secure container for mobile applications, including the Company’s own enterprise applications such as BlackBerry® Work and BlackBerry® Connect for secure collaboration. BlackBerry Workspaces is a secure Enterprise File Sync and Share (EFSS) solution. BBM Enterprise is an enterprise-grade secure instant messaging solution for messaging, voice and video.
BlackBerry AtHoc is a secure, networked crisis communications platform that enables people, devices and organizations to exchange information in real time during business continuity and emergency operations, promoting public safety and protecting critical infrastructure. The platform securely connects with a diverse set of endpoints to distribute mass notifications, improve personnel accountability and facilitate the bidirectional collection and sharing of data within and between organizations.
The Secure Communications division also provides enterprise consulting services, including platform-agnostic strategies to address mobility-based challenges, providing expert deployment support, end-to-end delivery (from system design to user training), application consulting, and experienced project management.
Licensing
The Licensing division is responsible for the management and monetization of the Company’s global patent portfolio. The Company owns rights to an array of patented and patent pending technologies which include, but are not limited to, operating systems, networking infrastructure, acoustics, messaging, enterprise software, automotive subsystems, cybersecurity, cryptography and wireless communications. The portfolio provides a competitive advantage in the Company’s core product areas and generates revenue through patent licensing, sales and enforcement activities.
Recent Developments
The Company has continued to execute on its strategy in fiscal 2027 and announced the following significant achievements during the most recent quarter:
•QNX and Vector Informatik secured the first Alloy Kore design win, the largest design win in QNX history, with Coretura, the commercial vehicle software joint venture between Volvo Group and Daimler Truck, adding more than $100 million to the QNX royalty backlog;
•Announced that Momenta and XHEART selected QNX OS for Safety, built on SDP 8.0, as the foundation for a production-ready Physical AI-defined autonomous-driving platform certified to ISO 26262 ASIL D;
•QNX added support for the Hailo-8 AI Accelerator on SDP 8.0, expanding its Physical AI ecosystem; benchmark testing demonstrated up to 14x greater performance consistency than the real-time Linux environment tested;
•BlackBerry® SecuSUITE® renewed its NIAP Common Criteria certification, reinforcing its sovereign-grade security credentials and position in government and mission-critical communications; and
•BlackBerry® AtHoc® added Microsoft Teams and Entra ID integrations, strengthening mission-critical response and operational resilience for enterprise and government customers.
32
Second Quarter Fiscal 2027 Summary Results of Operations
The following table sets forth certain consolidated statements of operations data for the quarter ended August 31, 2026 compared to the quarter ended August 31, 2025 under U.S. GAAP:
For the Three Months Ended (in millions, except for share and per share amounts) | |||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | |||||||||||||||
| Revenue | $ | 163.3 | $ | 129.6 | $ | 33.7 | |||||||||||
| Gross margin | 127.1 | 96.6 | 30.5 | ||||||||||||||
| Operating expenses | 93.5 | 85.1 | 8.4 | ||||||||||||||
| Investment income, net | 1.6 | 1.9 | (0.3) | ||||||||||||||
| Income before income taxes | 35.2 | 13.4 | 21.8 | ||||||||||||||
| Provision for income taxes | 1.3 | 0.1 | 1.2 | ||||||||||||||
| Net income | $ | 33.9 | $ | 13.3 | $ | 20.6 | |||||||||||
| Earnings per share - reported | |||||||||||||||||
| Basic | $ | 0.06 | $ | 0.02 | |||||||||||||
| Diluted | $ | 0.05 | $ | 0.02 | |||||||||||||
| Weighted-average number of shares outstanding (000’s) | |||||||||||||||||
| Basic | 586,627 | 592,938 | |||||||||||||||
Diluted (1) | 649,655 | 597,369 | |||||||||||||||
______________________________
(1)Diluted earnings per share on a U.S. GAAP basis for the second quarter of fiscal 2027 includes the dilutive effect of the Notes (as defined in “Financial Condition - Debt Financing and Other Funding Sources”). Diluted earnings per share on a U.S. GAAP basis for the second quarter of fiscal 2027 and fiscal 2026 includes the dilutive effect of stock-based compensation. See Note 7 to the Consolidated Financial Statements for the Company’s calculation of the diluted weighted average number of shares outstanding.
The following tables show information by operating segments for the three and six months ended August 31, 2026 and August 31, 2025. The Company reports segment information in accordance with U.S. GAAP, pursuant to the Financial Accounting Standards Board’s Accounting Standard Codification Topic 280, Segment Reporting, based on the “management” approach. The management approach designates the internal reporting used by the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance of the Company’s reportable operating segments. The measure of segment profit or loss disclosed by the Company in the Consolidated Financial Statements under the “management” approach in reviewing the results of the Company’s operating segments is segment adjusted gross margin. Additionally, the following tables include the additional measures of segment profit or loss used by the CODM which is segment adjusted EBITDA, a non-GAAP financial measure, which excludes amounts related to investment income, taxes, amortization, restructuring charges, stock compensation expenses and long-lived asset impairment charge. For the three and six months ended August 31, 2026, the Company presented segment adjusted EBITDA results excluding amortization in segment research and development, segment sales and marketing and segment general and administrative to align to the operating expense presentation on the Consolidated Statement of Operations. For purposes of comparability, the Company’s segment adjusted EBITDA for the three and six months ended August 31, 2025 has been updated to conform to the current year’s presentation. See Note 10 to the Consolidated Financial Statements for a description of the Company’s operating segments.
33
| For the Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| QNX | Secure Communications | Licensing | |||||||||||||||||||||||||||||||||||||||||||||||||||
| August 31, | Change | August 31, | Change | August 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Segment revenue | $ | 80.3 | $ | 63.1 | $ | 17.2 | $ | 60.9 | $ | 59.9 | $ | 1.0 | $ | 22.1 | $ | 6.6 | $ | 15.5 | |||||||||||||||||||||||||||||||||||
| Segment cost of sales | 10.6 | 10.7 | (0.1) | 23.5 | 20.2 | 3.3 | 1.5 | 1.5 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Segment adjusted gross margin | $ | 69.7 | $ | 52.4 | $ | 17.3 | $ | 37.4 | $ | 39.7 | $ | (2.3) | $ | 20.6 | $ | 5.1 | $ | 15.5 | |||||||||||||||||||||||||||||||||||
| Segment research and development | 19.6 | 13.0 | 6.6 | 11.8 | 11.0 | 0.8 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Segment sales and marketing | 12.4 | 10.7 | 1.7 | 11.1 | 12.1 | (1.0) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Segment general and administrative | 8.7 | 8.2 | 0.5 | 6.6 | 6.9 | (0.3) | 2.1 | 0.9 | 1.2 | ||||||||||||||||||||||||||||||||||||||||||||
| Less amortization included in segment cost of sales | — | — | — | 0.1 | — | 0.1 | 1.5 | 1.4 | 0.1 | ||||||||||||||||||||||||||||||||||||||||||||
Segment adjusted EBITDA (1) | $ | 29.0 | $ | 20.5 | $ | 8.5 | $ | 8.0 | $ | 9.7 | $ | (1.7) | $ | 20.0 | $ | 5.6 | $ | 14.4 | |||||||||||||||||||||||||||||||||||
| For the Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| QNX | Secure Communications | Licensing | |||||||||||||||||||||||||||||||||||||||||||||||||||
| August 31, | Change | August 31, | Change | August 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Segment revenue | $ | 152.6 | $ | 120.6 | $ | 32.0 | $ | 134.5 | $ | 119.4 | $ | 15.1 | $ | 29.1 | $ | 11.3 | $ | 17.8 | |||||||||||||||||||||||||||||||||||
| Segment cost of sales | 21.0 | 21.9 | (0.9) | 44.3 | 38.3 | 6.0 | 3.0 | 3.1 | (0.1) | ||||||||||||||||||||||||||||||||||||||||||||
| Segment adjusted gross margin | $ | 131.6 | $ | 98.7 | $ | 32.9 | $ | 90.2 | $ | 81.1 | $ | 9.1 | $ | 26.1 | $ | 8.2 | $ | 17.9 | |||||||||||||||||||||||||||||||||||
| Segment research and development | 38.5 | 25.3 | 13.2 | 24.4 | 22.2 | 2.2 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Segment sales and marketing | 28.0 | 23.9 | 4.1 | 23.4 | 25.7 | (2.3) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Segment general and administrative | 16.8 | 16.3 | 0.5 | 14.4 | 14.0 | 0.4 | 2.9 | 1.8 | 1.1 | ||||||||||||||||||||||||||||||||||||||||||||
| Less amortization included in segment cost of sales | — | — | — | 0.2 | 0.1 | 0.1 | 3.0 | 3.0 | — | ||||||||||||||||||||||||||||||||||||||||||||
Segment adjusted EBITDA (1) | $ | 48.3 | $ | 33.2 | $ | 15.1 | $ | 28.2 | $ | 19.3 | $ | 8.9 | $ | 26.2 | $ | 9.4 | $ | 16.8 | |||||||||||||||||||||||||||||||||||
_____________________________
(1) The CODM also reviews segment information on an adjusted EBITDA basis, which excludes certain amounts as described below:
Restructuring charges - Restructuring charges relate to employee termination benefits, facilities, streamlining many of the Company’s centralized corporate functions into QNX and Secure Communications specific teams, and other costs pursuant to programs to reduce the Company’s annual expenses amongst R&D, infrastructure and other functions and do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
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Stock compensation expenses - Equity compensation is a non-cash expense and does not impact the ongoing operating decisions taken by the Company’s management.
Long-lived asset impairment charge - Long-lived asset impairment charges do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
Financial Highlights
The Company had approximately $447.1 million in cash, cash equivalents and investments as of August 31, 2026 (February 28, 2026 - $432.4 million).
In the second quarter of fiscal 2027, the Company recognized revenue of $163.3 million and net income of $33.9 million, or $0.06 basic earnings per share and $0.05 diluted earnings per share, on a U.S. GAAP basis (second quarter of fiscal 2026 - revenue of $129.6 million and net income of $13.3 million, or $0.02 basic and diluted earnings per share).
The Company recognized adjusted net income of $43.2 million, and adjusted basic earnings per share of $0.07, on a non-GAAP basis in the second quarter of fiscal 2027 (second quarter of fiscal 2026 - adjusted net income of $24.2 million and adjusted basic earnings per share of $0.04). See “Non-GAAP Financial Measures” below.
Non-GAAP Financial Measures
The Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, and information contained in this MD&A is presented on that basis. On September 24, 2026, the Company announced financial results for the three and six months ended August 31, 2026, which included certain non-GAAP financial measures and non-GAAP ratios, including adjusted gross margin, adjusted gross margin percentage, adjusted operating expenses, adjusted net income, adjusted basic earnings per share, adjusted research and development expense, adjusted sales and marketing expense, adjusted general and administrative expense, adjusted amortization expense, adjusted operating income, adjusted EBITDA, segment adjusted EBITDA, adjusted operating income margin percentage, adjusted EBITDA margin percentage and free cash flow (usage). These non-GAAP financial measures and non-GAAP ratios do not have any standardized meaning as prescribed by U.S. GAAP and are therefore unlikely to be comparable to similar measures presented by other companies.
In the Company’s internal reports, management evaluates the performance of the Company’s business on a non-GAAP basis by excluding the impact of certain items below from the Company’s U.S. GAAP financial results. The Company believes that these non-GAAP financial measures and non-GAAP ratios provide management, as well as readers of the Company’s financial statements, with a consistent basis for comparison across accounting periods and are useful in helping management and readers understand the Company’s operating results and underlying operational trends. Beginning with the fiscal quarter ended May 31, 2026, the Company has included deferred share units revaluation adjustment as a non-GAAP adjustment and has applied this adjustment to comparative period. Non-GAAP financial measures and non-GAAP ratios exclude certain amounts as described below:
•Restructuring charges. The Company believes that restructuring charges relating to employee termination benefits, exiting facilities, streamlining many of the Company’s centralized corporate functions into QNX and Secure Communications specific teams, and other costs pursuant to programs to reduce the Company’s annual expenses amongst R&D, infrastructure and other functions do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
•Stock compensation expenses. Equity compensation is a non-cash expense and does not impact the ongoing operating decisions taken by the Company’s management.
•Amortization of acquired intangible assets. When the Company acquires intangible assets through business combinations, the assets are recorded as part of purchase accounting and contribute to revenue generation. Such acquired intangible assets depreciate over time and the related amortization will recur in future periods until the assets have been fully amortized. This is not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
•Long-lived asset impairment charge. The Company believes that long-lived asset impairment charges (“LLA impairment charge”) do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
•Deferred share units revaluation adjustment. The Company measures its deferred share units (“DSUs”) at fair value as liability-classified awards in accordance with U.S. GAAP. Each period, the fair value of the DSUs is remeasured and
35
the resulting gain and loss from the change in fair value of these liability-classified awards is recognized in income. The amount varies each period depending on changes in the Company’s share price, which is influenced by market factors in addition to Company performance. This is not indicative of the Company’s core operating performance and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
On a U.S. GAAP basis, the impacts of these items are reflected in the Company’s income statement. However, the Company believes that the provision of supplemental non-GAAP measures allows investors to evaluate the financial performance of the Company’s business using the same evaluation measures that management uses, and is therefore a useful indication of the Company’s performance or expected performance of future operations and facilitates period-to-period comparison of operating performance. As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary non-GAAP financial measures that exclude certain items from the presentation of its financial results.
Reconciliation of non-GAAP based measures with most directly comparable U.S. GAAP based measures for the three months ended August 31, 2026 and August 31, 2025
Readers are cautioned that adjusted gross margin, adjusted gross margin percentage, adjusted operating expenses, adjusted net income, adjusted basic earnings per share, adjusted research and development expense, adjusted sales and marketing expense, adjusted general and administrative expense, adjusted amortization expense, adjusted operating income, adjusted EBITDA, segment adjusted EBITDA, adjusted operating income margin percentage, adjusted EBITDA margin percentage and free cash flow (usage) and similar measures do not have any standardized meaning prescribed by U.S. GAAP and are therefore unlikely to be comparable to similarly titled measures reported by other companies. These non-GAAP financial measures should be considered in the context of the U.S. GAAP results, which are described in this MD&A and presented in the Consolidated Financial Statements.
A reconciliation of the most directly comparable U.S. GAAP gross margin and gross margin percentage for the three months ended August 31, 2026 and August 31, 2025 to both adjusted gross margin and adjusted gross margin percentage is reflected in the table below:
| For the Three Months Ended (in millions) | August 31, 2026 | August 31, 2025 | ||||||||||||
| Gross margin | $ | 127.1 | $ | 96.6 | ||||||||||
| Stock compensation expenses | 0.6 | 0.6 | ||||||||||||
| Adjusted gross margin | $ | 127.7 | $ | 97.2 | ||||||||||
| Gross margin % | 77.8 | % | 74.5 | % | ||||||||||
| Stock compensation expenses | 0.4 | % | 0.5 | % | ||||||||||
| Adjusted gross margin % | 78.2 | % | 75.0 | % | ||||||||||
Reconciliation of U.S. GAAP operating expenses for the three months ended August 31, 2026 and August 31, 2025 to adjusted operating expenses is reflected in the table below:
| For the Three Months Ended (in millions) | August 31, 2026 | August 31, 2025 | ||||||||||||
| Operating expenses | $ | 93.5 | $ | 85.1 | ||||||||||
| Restructuring charges | 2.7 | 3.4 | ||||||||||||
| Stock compensation expenses | 6.9 | 5.3 | ||||||||||||
| Acquired intangibles amortization | — | 1.1 | ||||||||||||
| LLA impairment charge | 0.7 | 0.5 | ||||||||||||
| Deferred share units revaluation adjustment | (1.6) | — | ||||||||||||
| Adjusted operating expenses | $ | 84.8 | $ | 74.8 | ||||||||||
36
Reconciliation of U.S. GAAP net income and U.S. GAAP basic earnings per share for the three months ended August 31, 2026 and August 31, 2025 to adjusted net income and adjusted basic earnings per share is reflected in the table below:
| For the Three Months Ended (in millions, except per share amounts) | August 31, 2026 | August 31, 2025 | ||||||||||||||||||||||||
| Basic earnings per share | Basic earnings per share | |||||||||||||||||||||||||
| Net income | $ | 33.9 | $ | 0.06 | $ | 13.3 | $ | 0.02 | ||||||||||||||||||
| Restructuring charges | 2.7 | 3.4 | ||||||||||||||||||||||||
| Stock compensation expenses | 7.5 | 5.9 | ||||||||||||||||||||||||
| Acquired intangibles amortization | — | 1.1 | ||||||||||||||||||||||||
| LLA impairment charge | 0.7 | 0.5 | ||||||||||||||||||||||||
| Deferred share units revaluation adjustment | (1.6) | — | ||||||||||||||||||||||||
| Adjusted net income | $ | 43.2 | $ | 0.07 | $ | 24.2 | $ | 0.04 | ||||||||||||||||||
Reconciliation of U.S. GAAP research and development, sales and marketing, general and administrative, and amortization expense for the three months ended August 31, 2026 and August 31, 2025 to adjusted research and development, sales and marketing, general and administrative, and amortization expense is reflected in the table below:
| For the Three Months Ended (in millions) | August 31, 2026 | August 31, 2025 | ||||||||||||
| Research and development | $ | 33.2 | $ | 25.6 | ||||||||||
| Stock compensation expenses | 1.6 | 1.4 | ||||||||||||
| Adjusted research and development expense | $ | 31.6 | $ | 24.2 | ||||||||||
| Sales and marketing | $ | 25.3 | $ | 24.4 | ||||||||||
| Stock compensation expenses | 1.4 | 1.3 | ||||||||||||
| Adjusted sales and marketing expense | $ | 23.9 | $ | 23.1 | ||||||||||
| General and administrative | $ | 31.8 | $ | 31.5 | ||||||||||
| Restructuring charges | 2.7 | 3.4 | ||||||||||||
| Stock compensation expenses | 3.9 | 2.6 | ||||||||||||
| Deferred share units revaluation adjustment | (1.6) | — | ||||||||||||
| Adjusted general and administrative expense | $ | 26.8 | $ | 25.5 | ||||||||||
| Amortization | $ | 2.5 | $ | 3.1 | ||||||||||
| Acquired intangibles amortization | — | 1.1 | ||||||||||||
| Adjusted amortization expense | $ | 2.5 | $ | 2.0 | ||||||||||
37
Reconciliation of U.S. GAAP operating income to adjusted operating income, adjusted EBITDA, adjusted operating income margin percentage and adjusted EBITDA margin percentage for the three months ended August 31, 2026 and August 31, 2025 is reflected in the table below.
| For the Three Months Ended (in millions) | August 31, 2026 | August 31, 2025 | ||||||||||||
| Operating income | $ | 33.6 | $ | 11.5 | ||||||||||
| Non-GAAP adjustments to operating income | ||||||||||||||
| Restructuring charges | 2.7 | 3.4 | ||||||||||||
| Stock compensation expenses | 7.5 | 5.9 | ||||||||||||
| Acquired intangibles amortization | — | 1.1 | ||||||||||||
| LLA impairment charge | 0.7 | 0.5 | ||||||||||||
| Deferred share units revaluation adjustment | (1.6) | — | ||||||||||||
| Total non-GAAP adjustments to operating income | 9.3 | 10.9 | ||||||||||||
| Adjusted operating income | 42.9 | 22.4 | ||||||||||||
| Amortization | 4.1 | 4.6 | ||||||||||||
| Acquired intangibles amortization | — | (1.1) | ||||||||||||
| Adjusted EBITDA | $ | 47.0 | $ | 25.9 | ||||||||||
| Revenue | $ | 163.3 | $ | 129.6 | ||||||||||
Adjusted operating income margin % (1) | 26% | 17% | ||||||||||||
Adjusted EBITDA margin % (2) | 29% | 20% | ||||||||||||
______________________________
(1) Adjusted operating income margin % is calculated by dividing adjusted operating income by revenue.
(2) Adjusted EBITDA margin % is calculated by dividing adjusted EBITDA by revenue.
The CODM also uses segment adjusted EBITDA, which is a non-GAAP measure including segment expenses that exclude amounts related to investment income, taxes, amortization, restructuring charges, stock compensation expenses and long-lived asset impairment. The following table reconciles the U.S. GAAP measures of segment profit or loss disclosed by the Company in the Consolidated Financial Statements from segment adjusted gross margin to segment adjusted EBITDA for the three months ended August 31, 2026 and August 31, 2025.
| For the Three Months Ended | |||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| QNX | Secure Communications | Licensing | |||||||||||||||||||||||||||||||||
| August 31, | August 31, | August 31, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| Segment adjusted gross margin | $ | 69.7 | $ | 52.4 | $ | 37.4 | $ | 39.7 | $ | 20.6 | $ | 5.1 | |||||||||||||||||||||||
| Segment research and development | 19.6 | 13.0 | 11.8 | 11.0 | — | — | |||||||||||||||||||||||||||||
| Segment sales and marketing | 12.4 | 10.7 | 11.1 | 12.1 | — | — | |||||||||||||||||||||||||||||
| Segment general and administrative | 8.7 | 8.2 | 6.6 | 6.9 | 2.1 | 0.9 | |||||||||||||||||||||||||||||
| Less amortization included in segment cost of sales | — | — | 0.1 | — | 1.5 | 1.4 | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 29.0 | $ | 20.5 | $ | 8.0 | $ | 9.7 | $ | 20.0 | $ | 5.6 | |||||||||||||||||||||||
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Reconciliation of non-GAAP based measures with most directly comparable U.S. GAAP based measures for the six months ended August 31, 2026 and August 31, 2025.
A reconciliation of the most directly comparable U.S. GAAP gross margin and gross margin percentage for the six months ended August 31, 2026 and August 31, 2025 to both adjusted gross margin and adjusted gross margin percentage is reflected in the table below:
| For the Six Months Ended (in millions) | August 31, 2026 | August 31, 2025 | ||||||||||||
| Gross margin | $ | 246.8 | $ | 186.9 | ||||||||||
| Stock compensation expenses | 1.1 | 1.1 | ||||||||||||
| Adjusted gross margin | $ | 247.9 | $ | 188.0 | ||||||||||
| Gross margin % | 78.1 | % | 74.4 | % | ||||||||||
| Stock compensation expenses | 0.3 | % | 0.4 | % | ||||||||||
| Adjusted gross margin % | 78.4 | % | 74.8 | % | ||||||||||
Reconciliation of U.S. GAAP operating expenses for the six months ended August 31, 2026 and August 31, 2025 to adjusted operating expenses is reflected in the table below:
| For the Six Months Ended (in millions) | August 31, 2026 | August 31, 2025 | ||||||||||||
| Operating expenses | $ | 197.9 | $ | 173.4 | ||||||||||
| Restructuring charges | 3.0 | 6.3 | ||||||||||||
| Stock compensation expenses | 12.9 | 10.5 | ||||||||||||
| Acquired intangibles amortization | — | 2.8 | ||||||||||||
| LLA impairment charge | 0.8 | 0.6 | ||||||||||||
| Deferred share units revaluation adjustment | 8.4 | (1.5) | ||||||||||||
| Adjusted operating expenses | $ | 172.8 | $ | 154.7 | ||||||||||
Reconciliation of U.S. GAAP net income and U.S. GAAP basic earnings per share for the six months ended August 31, 2026 and August 31, 2025 to adjusted net income and adjusted basic earnings per share is reflected in the table below:
| For the Six Months Ended (in millions, except per share amounts) | August 31, 2026 | August 31, 2025 | ||||||||||||||||||||||||
| Basic earnings per share | Basic earnings per share | |||||||||||||||||||||||||
| Net income | $ | 42.4 | $ | 0.07 | $ | 15.2 | $ | 0.03 | ||||||||||||||||||
| Restructuring charges | 3.0 | 6.3 | ||||||||||||||||||||||||
| Stock compensation expenses | 14.0 | 11.6 | ||||||||||||||||||||||||
| Acquired intangibles amortization | — | 2.8 | ||||||||||||||||||||||||
| LLA impairment charge | 0.8 | 0.6 | ||||||||||||||||||||||||
| Deferred share units revaluation adjustment | 8.4 | (1.5) | ||||||||||||||||||||||||
| Adjusted net income | $ | 68.6 | $ | 0.12 | $ | 35.0 | $ | 0.06 | ||||||||||||||||||
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Reconciliation of U.S. GAAP research and development, sales and marketing, general and administrative, and amortization expense for the six months ended August 31, 2026 and August 31, 2025 to adjusted research and development, sales and marketing, general and administrative, and amortization expense is reflected in the table below:
| For the Six Months Ended (in millions) | August 31, 2026 | August 31, 2025 | ||||||||||||
| Research and development | $ | 66.2 | $ | 50.6 | ||||||||||
| Stock compensation expenses | 3.1 | 2.7 | ||||||||||||
| Adjusted research and development expense | $ | 63.1 | $ | 47.9 | ||||||||||
| Sales and marketing | $ | 54.8 | $ | 53.1 | ||||||||||
| Stock compensation expenses | 2.5 | 2.7 | ||||||||||||
| Adjusted sales and marketing expense | $ | 52.3 | $ | 50.4 | ||||||||||
| General and administrative | $ | 71.1 | $ | 62.0 | ||||||||||
| Restructuring charges | 3.0 | 6.3 | ||||||||||||
| Stock compensation expenses | 7.3 | 5.1 | ||||||||||||
| Deferred share units revaluation adjustment | 8.4 | (1.5) | ||||||||||||
| Adjusted general and administrative expense | $ | 52.4 | $ | 52.1 | ||||||||||
| Amortization | $ | 5.0 | $ | 7.1 | ||||||||||
| Acquired intangibles amortization | — | 2.8 | ||||||||||||
| Adjusted amortization expense | $ | 5.0 | $ | 4.3 | ||||||||||
Reconciliation of U.S. GAAP operating income to adjusted operating income, adjusted EBITDA, adjusted operating income margin percentage and adjusted EBITDA margin percentage for the six months ended August 31, 2026 and August 31, 2025 are reflected in the table below.
| For the Six Months Ended (in millions) | August 31, 2026 | August 31, 2025 | ||||||||||||
| Operating income | $ | 48.9 | $ | 13.5 | ||||||||||
| Non-GAAP adjustments to operating income | ||||||||||||||
| Restructuring charges | 3.0 | 6.3 | ||||||||||||
| Stock compensation expense | 14.0 | 11.6 | ||||||||||||
| Acquired intangibles amortization | — | 2.8 | ||||||||||||
| LLA impairment charge | 0.8 | 0.6 | ||||||||||||
| Deferred share units revaluation adjustment | 8.4 | (1.5) | ||||||||||||
| Total non-GAAP adjustments to operating income | 26.2 | 19.8 | ||||||||||||
| Adjusted operating income | 75.1 | 33.3 | ||||||||||||
| Amortization | 8.2 | 10.3 | ||||||||||||
| Acquired intangibles amortization | — | (2.8) | ||||||||||||
| Adjusted EBITDA | $ | 83.3 | $ | 40.8 | ||||||||||
| Revenue | $ | 316.2 | $ | 251.3 | ||||||||||
Adjusted operating income margin % (1) | 24 | % | 13 | % | ||||||||||
Adjusted EBITDA margin % (2) | 26 | % | 16 | % | ||||||||||
______________________________
(1) Adjusted operating income margin % is calculated by dividing adjusted operating income by revenue.
(2) Adjusted EBITDA margin % is calculated by dividing adjusted EBITDA by revenue.
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The CODM also uses segment adjusted EBITDA, which is a non-GAAP measure including segment expenses that exclude amounts related to investment income, taxes, amortization, restructuring charges, stock compensation expenses and long-lived asset impairment. The following table reconciles the U.S. GAAP measures of segment profit or loss disclosed by the Company in the Consolidated Financial Statements from segment adjusted gross margin to segment adjusted EBITDA for the six months ended August 31, 2026 and August 31, 2025.
| For the Six Months Ended | |||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| QNX | Secure Communications | Licensing | |||||||||||||||||||||||||||||||||
| August 31, | August 31, | August 31, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| Segment adjusted gross margin | $ | 131.6 | $ | 98.7 | $ | 90.2 | $ | 81.1 | $ | 26.1 | $ | 8.2 | |||||||||||||||||||||||
| Segment research and development | 38.5 | 25.3 | 24.4 | 22.2 | — | — | |||||||||||||||||||||||||||||
| Segment sales and marketing | 28.0 | 23.9 | 23.4 | 25.7 | — | — | |||||||||||||||||||||||||||||
| Segment general and administrative | 16.8 | 16.3 | 14.4 | 14.0 | 2.9 | 1.8 | |||||||||||||||||||||||||||||
| Less amortization included in segment cost of sales | — | — | 0.2 | 0.1 | 3.0 | 3.0 | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 48.3 | $ | 33.2 | $ | 28.2 | $ | 19.3 | $ | 26.2 | $ | 9.4 | |||||||||||||||||||||||
Free cash flow (usage)
The Company uses free cash flow (usage) when assessing its sources of liquidity, capital resources, and quality of earnings. The Company defines free cash flow (usage) as net cash provided by (used in) operating activities less acquisitions of property, plant and equipment. The Company believes that free cash flow (usage) is helpful in understanding the Company’s capital requirements and provides an additional means to reflect the cash flow (usage) trends in the Company’s business.
Reconciliation of U.S. GAAP net cash provided by (used in) operating activities for the three and six months ended August 31, 2026 and August 31, 2025 to free cash flow (usage) is reflected in the table below:
| For the Three Months Ended (in millions) | August 31, 2026 | August 31, 2025 | ||||||||||||
| Net cash provided by operating activities | $ | 29.3 | $ | 3.4 | ||||||||||
| Acquisition of property, plant and equipment | (1.2) | (0.8) | ||||||||||||
| Free cash flow | $ | 28.1 | $ | 2.6 | ||||||||||
| For the Six Months Ended (in millions) | August 31, 2026 | August 31, 2025 | ||||||||||||
| Net cash provided by (used in) operating activities | $ | 33.9 | $ | (14.1) | ||||||||||
| Acquisition of property, plant and equipment | (4.1) | (1.7) | ||||||||||||
| Free cash flow (usage) | $ | 29.8 | $ | (15.8) | ||||||||||
Key Metrics
The Company regularly monitors a number of financial and operating metrics, including the following key metrics, in order to measure the Company’s current performance and estimated future performance. Readers are cautioned that Secure Communications annual recurring revenue (“ARR”) and Secure Communications dollar-based net retention rate (“DBNRR”) do not have any standardized meaning and are unlikely to be comparable to similarly titled measures reported by other companies.
Comparative breakdowns of certain key metrics for the three months ended or as at August 31, 2026 and August 31, 2025 are set forth below.
| For the Three Months Ended (in millions) | August 31, 2026 | August 31, 2025 | Change | |||||||||||||||||
Secure Communications Annual Recurring Revenue | $ | 221 | $ | 213 | $ | 8 | ||||||||||||||
Secure Communications Dollar-Based Net Retention Rate | 91 | % | 93 | % | (2 | %) | ||||||||||||||
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Secure Communications Annual Recurring Revenue
The Company defines ARR as the annualized value of all subscription, term, maintenance, services, and royalty contracts that generate recurring revenue as of the end of the reporting period. The Company uses ARR as an indicator of business momentum for the Secure Communications business.
Secure Communications ARR was approximately $221 million as at August 31, 2026 and increased by $1 million sequentially compared to $220 million as at May 31, 2026 and increased by $8 million year-over-year compared to $213 million as at August 31, 2025.
Secure Communications Dollar-Based Net Retention Rate
The Company calculates the Secure Communications DBNRR as of period end by first calculating the Secure Communications ARR from the customer base as at 12 months prior to the current period end (“Prior Period ARR”). The Company then calculates the Secure Communications ARR for the same cohort of customers as at the current period end (“Current Period ARR”). The Company then divides the Current Period ARR by the Prior Period ARR to calculate the DBNRR. The Company uses DBNRR as an indicator of business momentum for the Secure Communications business.
Secure Communications DBNRR was 91% as at August 31, 2026 and decreased by 1% sequentially compared to 92% as at May 31, 2026 and 2% year-over-year compared to 93% as at August 31, 2025.
Results of Operations - Three months ended August 31, 2026 compared to the three months ended August 31, 2025
Revenue
Revenue by Segment
Comparative breakdowns of revenue by segment are set forth below.
For the Three Months Ended (in millions) | |||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | |||||||||||||||
| Revenue by Segment | |||||||||||||||||
| QNX | $ | 80.3 | $ | 63.1 | $ | 17.2 | |||||||||||
| Secure Communications | 60.9 | 59.9 | 1.0 | ||||||||||||||
| Licensing | 22.1 | 6.6 | 15.5 | ||||||||||||||
| $ | 163.3 | $ | 129.6 | $ | 33.7 | ||||||||||||
| % Revenue by Segment | |||||||||||||||||
| QNX | 49.2 | % | 48.7 | % | |||||||||||||
| Secure Communications | 37.3 | % | 46.2 | % | |||||||||||||
| Licensing | 13.5 | % | 5.1 | % | |||||||||||||
| 100.0 | % | 100.0 | % | ||||||||||||||
QNX
The increase in QNX revenue of $17.2 million was primarily due to an increase of $10.4 million in royalty revenue, an increase of $3.9 million in development license revenue and an increase of $2.6 million in professional services revenue.
The Company previously stated that it expected QNX revenue to be in the range of $70 million to $75 million in the second quarter of fiscal 2027. QNX revenue in the second quarter of fiscal 2027 was $80.3 million primarily due to stronger than expected royalty revenue.
The Company expects QNX revenue to be in the range of $82 million to $88 million in the third quarter of fiscal 2027. The Company previously stated that it expected QNX revenue to be in the range of $295 million to $312 million in fiscal 2027 as a whole. The Company now expects QNX revenue to be in the range of $315 million to $325 million in fiscal 2027 as a whole, due to a strong first-half performance, including stronger than expected royalty revenue, as well as continued momentum across the business, supported by strong design win activity and demand for its products and services.
Secure Communications
The increase in Secure Communications revenue of $1.0 million was primarily due to an increase of $5.5 million in BlackBerry SecuSUITE product revenue, partially offset by a decrease of $3.3 million in BlackBerry UEM product revenue and a decrease of $1.3 million in professional services revenue.
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The Company previously stated that it expected Secure Communications revenue to be in the range of $57 million to $63 million in the second quarter of fiscal 2027. Secure Communications revenue in the second quarter of fiscal 2027 was $60.9 million.
The Company expects Secure Communications revenue to be in the range of $55 million to $60 million in the third quarter of fiscal 2027. The Company previously stated that it expected Secure Communications revenue to be in the range of $270 million to $280 million in fiscal 2027 as a whole. The Company now expects Secure Communications revenue to be in the range of $260 million to $270 million in fiscal 2027 as a whole due to a more cautious outlook for certain government opportunities in the second half of fiscal 2027.
Licensing
The increase in Licensing revenue of $15.5 million was primarily due to an increase in revenue from the Company’s intellectual property licensing arrangements.
The Company previously stated that it expected Licensing revenue to be approximately $10 million in the second quarter of fiscal 2027. Licensing revenue in the second quarter of fiscal 2027 was $22.1 million primarily due to a new intellectual property licensing arrangement entered into during the quarter and was higher than originally expected as the timing and amount of larger licensing transactions can vary from quarter to quarter.
The Company expects Licensing revenue to be approximately $6 million in the third and fourth quarters of fiscal 2027. The Company previously stated that it expected Licensing revenue to be approximately $29 million in fiscal 2027 as a whole. The Company now expects licensing revenue to be approximately $41 million in fiscal 2027 as a whole due to stronger than expected licensing revenue recognized in the first half of fiscal 2027.
Total BlackBerry Revenue
The Company previously stated that it expected total BlackBerry revenue to be approximately $137 million to $148 million in the second quarter of fiscal 2027. Total BlackBerry revenue was $163.3 million in the second quarter of fiscal 2027, better than expected due to an increase in revenue from QNX and Licensing due to the reasons discussed above in “Revenue by Segment”.
The Company expects total BlackBerry revenue to be in the range of $143 million to $154 million in the third quarter of fiscal 2027. The Company previously stated that it expected total BlackBerry revenue to be in the range of $594 million to $621 million in fiscal 2027 as a whole. The Company now expects total BlackBerry revenue to be in the range of $616 million to $636 million in fiscal 2027 as a whole, due to a strong first-half performance and changes to fiscal 2027 outlook for the business units due to the reasons noted above.
U.S. GAAP Revenue by Geography
Comparative breakdowns of the geographic regions on a U.S. GAAP basis are set forth in the following table:
For the Three Months Ended (in millions) | |||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | |||||||||||||||
| Revenue by Geography | |||||||||||||||||
| North America | $ | 72.6 | $ | 62.3 | $ | 10.3 | |||||||||||
| Europe, Middle East and Africa | 58.3 | 39.9 | 18.4 | ||||||||||||||
| Other regions | 32.4 | 27.4 | 5.0 | ||||||||||||||
| $ | 163.3 | $ | 129.6 | $ | 33.7 | ||||||||||||
| % Revenue by Geography | |||||||||||||||||
| North America | 44.5 | % | 48.1 | % | |||||||||||||
| Europe, Middle East and Africa | 35.7 | % | 30.8 | % | |||||||||||||
| Other regions | 19.8 | % | 21.1 | % | |||||||||||||
| 100.0 | % | 100.0 | % | ||||||||||||||
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North America Revenue
The increase in North America revenue of $10.3 million was primarily due to an increase of $15.5 million in Licensing revenue, partially offset by a decrease of $4.5 million in BlackBerry UEM product revenue.
Europe, Middle East and Africa Revenue
The increase in Europe, Middle East and Africa revenue of $18.4 million was primarily due to an increase of $8.0 million in QNX royalty revenue, an increase of $5.4 million relating to BlackBerry SecuSUITE product revenue, an increase of $3.4 million in QNX development license revenue and an increase of $1.3 million in BlackBerry UEM product revenue.
Other Regions Revenue
The increase in Other regions revenue of $5.0 million was primarily due to an increase of $3.3 million in QNX royalty revenue and an increase of $2.0 million in QNX development license revenue, partially offset by a decrease of $0.6 million in professional services revenue.
Gross Margin
Consolidated Gross Margin
Consolidated gross margin increased by $30.5 million to approximately $127.1 million in the second quarter of fiscal 2027 (second quarter of fiscal 2026 - $96.6 million). The increase was primarily due to an increase in revenue from QNX and Licensing due to the reasons discussed above in “Revenue by Segment”, as the cost of sales for most software and services products and for intellectual property licensing arrangements does not significantly fluctuate based on business volume.
Consolidated Gross Margin Percentage
Consolidated gross margin percentage increased by 3.3% to approximately 77.8% of consolidated revenue in the second quarter of fiscal 2027 (second quarter of fiscal 2026 -74.5%). The increase was primarily due to a change in mix, specifically higher relative gross margin contributions from Licensing and QNX, partially offset by a decrease in gross margin contributions from BlackBerry SecuSUITE software licenses.
Adjusted Gross Margin and Adjusted EBITDA by Segment
See “Second Quarter Fiscal 2027 Summary Results of Operations” for information about the Company’s operating segments and the basis of operating segment results.
For the Three Months Ended (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| QNX | Secure Communications | Licensing | |||||||||||||||||||||||||||||||||||||||||||||||||||
| August 31, | Change | August 31, | Change | August 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Segment revenue | $ | 80.3 | $ | 63.1 | $ | 17.2 | $ | 60.9 | $ | 59.9 | $ | 1.0 | $ | 22.1 | $ | 6.6 | $ | 15.5 | |||||||||||||||||||||||||||||||||||
| Segment cost of sales | 10.6 | 10.7 | (0.1) | 23.5 | 20.2 | 3.3 | 1.5 | 1.5 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Segment adjusted gross margin | $ | 69.7 | $ | 52.4 | $ | 17.3 | $ | 37.4 | $ | 39.7 | $ | (2.3) | $ | 20.6 | $ | 5.1 | $ | 15.5 | |||||||||||||||||||||||||||||||||||
| Segment adjusted gross margin % | 87 | % | 83 | % | 4 | % | 61 | % | 66 | % | (5) | % | 93 | % | 77 | % | 16 | % | |||||||||||||||||||||||||||||||||||
| Segment research and development | 19.6 | 13.0 | 6.6 | 11.8 | 11.0 | 0.8 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Segment sales and marketing | 12.4 | 10.7 | 1.7 | 11.1 | 12.1 | (1.0) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Segment general and administrative | 8.7 | 8.2 | 0.5 | 6.6 | 6.9 | (0.3) | 2.1 | 0.9 | 1.2 | ||||||||||||||||||||||||||||||||||||||||||||
| Less amortization included in segment cost of sales | — | — | — | 0.1 | — | 0.1 | 1.5 | 1.4 | 0.1 | ||||||||||||||||||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 29.0 | $ | 20.5 | $ | 8.5 | $ | 8.0 | $ | 9.7 | $ | (1.7) | $ | 20.0 | $ | 5.6 | $ | 14.4 | |||||||||||||||||||||||||||||||||||
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QNX
The increase in QNX segment adjusted gross margin of $17.3 million was primarily due to the reasons discussed above in “Revenue by Segment”.
The increase in QNX segment adjusted gross margin percentage of 4% was primarily due to a change in mix, specifically an increased gross margin contribution from royalty revenue.
The increase in QNX segment adjusted EBITDA of $8.5 million was primarily due to the reasons discussed above in “Revenue by Segment”, partially offset by the absence of benefits from claims filed by QNX with the Ministry of Innovation, Science and Economic Development Canada relating to its Strategic Innovation Fund (“SIF”) filed in the prior year period and an increase in salaries and benefits costs.
The Company previously stated that it expected QNX segment adjusted EBITDA to be in the range of $16 million to $21 million in the second quarter of fiscal 2027. QNX segment adjusted EBITDA was $29.0 million in the second quarter of fiscal 2027 due to revenue exceeding previously provided guidance for the reasons described above in “Revenue by Segment”.
The Company expects QNX segment adjusted EBITDA to be in the range of $27 million to $32 million in the third quarter of fiscal 2027. The Company previously stated that it expected QNX segment adjusted EBITDA to be in the range of $74 million to $86 million in fiscal 2027 as a whole. The Company now expects QNX segment adjusted EBITDA to be in the range of $95 million to $105 million in fiscal 2027 as a whole due to the reasons described above in “Revenue by Segment”.
Secure Communications
The decrease in Secure Communications segment adjusted gross margin of $2.3 million was primarily due to an increase in cost of sales related to BlackBerry SecuSUITE hardware devices, partially offset by an increase in revenue due to the reasons discussed above in “Revenue by Segment”.
The decrease in Secure Communications segment adjusted gross margin percentage of 5% was primarily due to a change in mix, specifically a higher proportion of revenue from BlackBerry SecuSUITE hardware devices, which have a lower relative gross margin percentage.
The decrease in Secure Communications segment adjusted EBITDA of $1.7 million was primarily due to a decrease in segment adjusted gross margin due to the reasons discussed above, partially offset by a decrease in facilities cost.
The Company previously stated that it expected Secure Communications segment adjusted EBITDA to be in the range of $5 million to $10 million in the second quarter of fiscal 2027. Secure Communications segment adjusted EBITDA was $8.0 million in the second quarter of fiscal 2027.
The Company expects Secure Communications segment adjusted EBITDA to be in the range of $6 million to $10 million in the third quarter of fiscal 2027. The Company previously stated that it expected Secure Communications adjusted EBITDA to be in the range of $57 million to $65 million in fiscal 2027 as a whole. The Company now expects Secure Communications segment adjusted EBITDA to be in the range of $50 million to $58 million in fiscal 2027 as a whole due to the reasons described above in “Revenue by Segment”.
Licensing
The increase in Licensing segment adjusted gross margin of $15.5 million was primarily due to the reasons discussed above in “Revenue by Segment”.
The increase in Licensing segment adjusted gross margin percentage of 16% was due to the same reasons discussed above.
The increase in Licensing segment adjusted EBITDA of $14.4 million was primarily due to the reasons discussed above in “Revenue by Segment”, partially offset by an increase in legal costs.
The Company previously stated that it expected Licensing segment adjusted EBITDA to be approximately $9 million in the second quarter of fiscal 2027. Licensing segment adjusted EBITDA was $20.0 million in the second quarter of fiscal 2027 due to revenue exceeding previously provided guidance for the reasons described above in “Revenue by Segment”.
The Company expects the Licensing segment adjusted EBITDA to be approximately $5 million in the third and fourth quarters of fiscal 2027. The Company previously stated that it expected Licensing segment adjusted EBITDA to be approximately $25 million in fiscal 2027 as a whole. The Company now expects Licensing segment adjusted EBITDA to be approximately $36 million in fiscal 2027 as a whole for the reason described above in “Revenue by Segment”.
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Operating Expenses
The table below presents a comparison of research and development, sales and marketing, and general and administrative expenses, amortization, and impairment of long-lived assets for the quarter ended August 31, 2026, compared to the quarter ended August 31, 2025.
For the Three Months Ended (in millions) | |||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | |||||||||||||||
| Revenue | $ | 163.3 | $ | 129.6 | $ | 33.7 | |||||||||||
| Operating expenses | |||||||||||||||||
| Research and development | 33.2 | 25.6 | 7.6 | ||||||||||||||
| Sales and marketing | 25.3 | 24.4 | 0.9 | ||||||||||||||
| General and administrative | 31.8 | 31.5 | 0.3 | ||||||||||||||
| Amortization | 2.5 | 3.1 | (0.6) | ||||||||||||||
| Impairment of long-lived assets | 0.7 | 0.5 | 0.2 | ||||||||||||||
| Total | $ | 93.5 | $ | 85.1 | $ | 8.4 | |||||||||||
| Operating Expenses as % of Revenue | |||||||||||||||||
| Research and development | 20.3 | % | 19.8 | % | |||||||||||||
| Sales and marketing | 15.5 | % | 18.8 | % | |||||||||||||
| General and administrative | 19.5 | % | 24.3 | % | |||||||||||||
| Amortization | 1.5 | % | 2.4 | % | |||||||||||||
| Impairment of long-lived assets | 0.4 | % | 0.4 | % | |||||||||||||
| Total | 57.3 | % | 65.7 | % | |||||||||||||
See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the three months ended August 31, 2026 and August 31, 2025.
U.S. GAAP Operating Expenses
Operating expenses increased by $8.4 million year-over-year, or 9.9%, in the second quarter of fiscal 2027, compared to the second quarter of fiscal 2026 primarily due to the absence of $3.8 million of SIF claim benefits recognized in the prior-year period, an increase of $2.6 million in variable incentive plan costs, an increase of $2.3 million in legal costs and an increase of $1.7 million in salaries and benefits costs, partially offset by a decrease of $1.3 million in deferred share unit costs and a decrease of $0.8 million in consulting costs.
Adjusted Operating Expenses
Adjusted operating expenses increased by $10.0 million year-over-year, or 13.4%, to $84.8 million in the second quarter of fiscal 2027, compared to $74.8 million in the second quarter of fiscal 2026. The increase was primarily due to the absence of $3.8 million of SIF claim benefits recognized in the prior-year period, an increase of $2.6 million in variable incentive plan costs, an increase of $2.4 million in legal costs and an increase of $1.7 million in salaries and benefits costs, partially offset by a decrease of $0.8 million in consulting costs.
Research and Development Expenses
Research and development expenses consist primarily of salaries and benefits costs for technical personnel, new product development costs, travel expenses, office and building costs, infrastructure costs and other employee costs.
Research and development expenses increased by $7.6 million, or 29.7%, in the second quarter of fiscal 2027 compared to the second quarter of fiscal 2026 primarily due to the absence of $3.8 million of SIF claim benefits recognized in the prior-year period, an increase of $1.7 million in salaries and benefits costs and an increase of $1.5 million in variable incentive plan costs.
Adjusted research and development expenses increased by $7.4 million, or 30.6%, to $31.6 million in the second quarter of fiscal 2027 compared to $24.2 million in the second quarter of fiscal 2026, primarily due to the same reasons described above on a U.S. GAAP basis.
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Sales and Marketing Expenses
Sales and marketing expenses consist primarily of marketing, advertising and promotion, salaries and benefits, information technology costs and travel expenses.
Sales and marketing expenses increased by $0.9 million, or 3.7%, in the second quarter of fiscal 2027 compared to the second quarter of fiscal 2026, primarily due to an increase of $0.8 million in salaries and benefits costs and an increase of $0.4 million in marketing costs, partially offset by a decrease of $0.5 million in consulting costs.
Adjusted sales and marketing expenses increased by $0.8 million, or 3.5%, to $23.9 million in the second quarter of fiscal 2027 compared to $23.1 million in the second quarter of fiscal 2026, primarily due to the same reasons described above on a U.S. GAAP basis.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and benefits, external advisory fees, information technology costs, office and related staffing infrastructure costs.
General and administrative expenses increased by $0.3 million, or 1.0%, in the second quarter of fiscal 2027 compared to the second quarter of fiscal 2026. The increase was primarily due to an increase of $2.4 million in legal costs, an increase of $1.2 million in stock compensation expenses and an increase of $0.8 million in variable incentive plan costs, partially offset by a decrease of $1.3 million in deferred share unit costs, a decrease of $0.9 million in salaries and benefits costs, a decrease of $0.7 million in restructuring costs and a decrease of $0.6 million in infrastructure costs.
Adjusted general and administrative expenses increased by $1.3 million, or 5.1%, to $26.8 million in the second quarter of fiscal 2027 compared to $25.5 million in the second quarter of fiscal 2026. The increase was primarily due to an increase of $2.4 million in legal costs and an increase of $0.8 million in variable incentive plan costs, partially offset by a decrease of $0.9 million in salaries and benefits costs and a decrease of $0.6 million in infrastructure costs.
Amortization Expense
The table below presents a comparison of amortization expense relating to property, plant and equipment and intangible assets recorded as amortization or cost of sales for the quarter ended August 31, 2026 compared to the quarter ended August 31, 2025. Intangible assets are comprised of patents, licenses and acquired technology.
For the Three Months Ended (in millions) | |||||||||||||||||
| Included in Operating Expenses | |||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | |||||||||||||||
| Property, plant and equipment | $ | 1.6 | $ | 1.2 | $ | 0.4 | |||||||||||
| Intangible assets | 0.9 | 1.9 | (1.0) | ||||||||||||||
| Total | $ | 2.5 | $ | 3.1 | $ | (0.6) | |||||||||||
| Included in Cost of Sales | |||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | |||||||||||||||
| Property, plant and equipment | $ | 0.1 | $ | — | $ | 0.1 | |||||||||||
| Intangible assets | 1.5 | 1.5 | — | ||||||||||||||
| Total | $ | 1.6 | $ | 1.5 | $ | 0.1 | |||||||||||
Amortization included in Operating Expenses
The decrease in amortization expense included in operating expenses of $0.6 million was primarily due to the lower cost base of assets.
Adjusted amortization expense increased by $0.5 million to $2.5 million in the second quarter of fiscal 2027 compared to $2.0 million in the second quarter of fiscal 2026.
Amortization included in Cost of Sales
The increase in amortization expense relating to certain property, plant and equipment and certain intangible assets in the Company’s licensing operations was $0.1 million in the second quarter of fiscal 2027.
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Investment Income, Net
Investment income, net, which includes the interest expense from the Notes, was $1.6 million in the second quarter of fiscal 2027 and decreased by $0.3 million from investment income, net of $1.9 million in the second quarter of fiscal 2026. The decrease in investment income, net is primarily due to a lower return on cash and investments.
Income Taxes
For the second quarter of fiscal 2027, the Company’s net effective income tax expense rate was approximately 4% (second quarter of fiscal 2026 - net effective income tax expense rate of approximately 1%). The Company’s net effective income tax rate reflects the change in unrecognized income tax benefits, if any, and the fact that the Company has a significant valuation allowance against its deferred tax assets; in particular, any change in loss carry forwards or research and development credits, amongst other items, was offset by a corresponding adjustment of the valuation allowance. A future release of a significant portion of the Company’s valuation allowance of $1,512.8 million would result in the recognition of deferred tax assets in the consolidated balance sheets and a material non-cash income tax benefit, which could materially impact income tax expense in the period of release. The Company’s net effective income tax rate also reflects the geographic mix of earnings in jurisdictions with different income tax rates.
Net Income
The Company’s net income for the second quarter of fiscal 2027 was $33.9 million, or $0.06 basic earnings per share and $0.05 diluted earnings per share on a U.S. GAAP basis (second quarter of fiscal 2026 - net income of $13.3 million, or $0.02 basic and diluted earnings per share). The period over period change of $20.6 million was primarily due to an increase in revenue, as described above in “Revenue by Segment” and an increase in gross margin percentage, as described above in “Consolidated Gross Margin Percentage”, partially offset by an increase in operating expenses, as described above in “Operating Expenses”.
Adjusted net income was $43.2 million in the second quarter of fiscal 2027, or $0.07 adjusted basic earnings per share (second quarter of fiscal 2026 - adjusted net income of $24.2 million, or $0.04 adjusted basic earnings per share). The increase in adjusted net income of $19.0 million was primarily due to the same reasons described above on a U.S. GAAP basis.
The Company previously stated that it expected adjusted EBITDA to be in the range of $20 million to $30 million in the second quarter of fiscal 2027. Adjusted EBITDA was $47.0 million in the second quarter of fiscal 2027 primarily due to QNX and Licensing exceeding the top end of their expected adjusted EBITDA range as discussed above in “Adjusted Gross Margin and Adjusted EBITDA by Segment”.
The Company previously stated that it expected non-GAAP EPS to be in the range of $0.03 to $0.04 in the second quarter of fiscal 2027. Non-GAAP EPS was $0.07 in the second quarter of fiscal 2027 primarily due to QNX and Licensing exceeding the top end of their expected adjusted EBITDA range as discussed above in “Adjusted Gross Margin and Adjusted EBITDA by Segment”.
The Company previously stated that it expected operating cash flow to be in the range of breakeven to $10 million in the second quarter of fiscal 2027. Operating cash flow was $29.3 million in the second quarter of fiscal 2027 due to better-than-expected Licensing revenue as described above in “Revenue by Segment” and the resolution of certain income tax filings.
The Company expects adjusted EBITDA to be in the range of $28 million to $37 million in the third quarter of fiscal 2027. The Company previously stated that it expected adjusted EBITDA to be in the range of $119 million to $139 million in fiscal 2027 as a whole. The Company now expects adjusted EBITDA to be in the range of $141 million to $158 million in fiscal 2027 as a whole due to the reasons discussed above in “Revenue by Segment”.
The Company expects non-GAAP EPS to be in the range of $0.04 per share to $0.05 per share in the third quarter of fiscal 2027. The Company previously stated that it expected non-GAAP EPS to be in the range of $0.16 to $0.20 in fiscal 2027 as a whole. The Company now expects non-GAAP EPS to be in the range of $0.19 to $0.22 in fiscal 2027 as a whole for the reasons discussed above in “Adjusted Gross Margin and Adjusted EBITDA by Segment”.
The Company expects operating cash flow to be in the range of $20 million to $30 million in the third quarter of fiscal 2027. The Company previously stated that it expected operating cash flow to be approximately $100 million in fiscal 2027 as a whole. The Company now expects operating cash flow to be approximately $115 million in fiscal 2027 as a whole primarily due to stronger than expected revenue recognized in the first half of fiscal 2027.
The Company does not provide a reconciliation of expected adjusted EBITDA and expected non-GAAP basic EPS for the third quarter of fiscal year 2027, and for fiscal 2027 as a whole, to the most directly comparable expected GAAP measures because it is unable to predict with reasonable certainty, among other things, restructuring charges, impairment charges and DSU
48
revaluation adjustment and, accordingly, a reconciliation is not available without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period.
The weighted average number of shares outstanding was 586.6 million common shares for basic earnings per share and 649.7 million common shares for diluted earnings per share for the second quarter of fiscal 2027 (second quarter of fiscal 2026 - 592.9 million common shares for basic earnings per share and 597.4 million common shares for diluted earnings per share).
Results of Operations - Six months ended August 31, 2026 compared to the six months ended August 31, 2025
The following section sets forth certain consolidated statements of operations data for the six months ended August 31, 2026 and August 31, 2025:
| For the Six Months Ended | ||||||||||||||||||||
| (in millions, except for share and per share amounts) | ||||||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | ||||||||||||||||||
| Revenue | $ | 316.2 | $ | 251.3 | $ | 64.9 | ||||||||||||||
| Gross margin | 246.8 | 186.9 | 59.9 | |||||||||||||||||
| Operating expenses | 197.9 | 173.4 | 24.5 | |||||||||||||||||
| Investment income, net | 2.7 | 4.8 | (2.1) | |||||||||||||||||
| Income before income taxes | 51.6 | 18.3 | 33.3 | |||||||||||||||||
| Provision for income taxes | 9.2 | 3.1 | 6.1 | |||||||||||||||||
| Net income | $ | 42.4 | $ | 15.2 | $ | 27.2 | ||||||||||||||
| Earnings per share - reported | ||||||||||||||||||||
| Basic | $ | 0.07 | $ | 0.03 | $ | 0.04 | ||||||||||||||
| Diluted | $ | 0.07 | $ | 0.03 | $ | 0.04 | ||||||||||||||
| Weighted-average number of shares outstanding (000’s) | ||||||||||||||||||||
| Basic | 586,684 | 594,624 | ||||||||||||||||||
Diluted (1) | 647,541 | 598,697 | ||||||||||||||||||
______________________________
(1)Diluted earnings per share on a U.S. GAAP basis for the first six months of fiscal 2027 includes the dilutive effect of the Notes (as defined in “Financial Condition - Debt Financing and Other Funding Sources”). Diluted earnings per share on a U.S. GAAP basis for the first six months of fiscal 2027 and fiscal 2026 includes the dilutive effect of stock-based compensation. See Note 7 to the Consolidated Financial Statements for the Company’s calculation of the diluted weighted average number of shares outstanding.
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Revenue
Revenue by Segment
Comparative breakdowns of revenue by segment are set forth below.
| For the Six Months Ended | |||||||||||||||||
| (in millions) | |||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | |||||||||||||||
| Revenue by Segment | |||||||||||||||||
| QNX | $ | 152.6 | $ | 120.6 | $ | 32.0 | |||||||||||
| Secure Communications | 134.5 | 119.4 | 15.1 | ||||||||||||||
| Licensing | 29.1 | 11.3 | 17.8 | ||||||||||||||
| $ | 316.2 | $ | 251.3 | $ | 64.9 | ||||||||||||
| % Revenue by Segment | |||||||||||||||||
| QNX | 48.3 | % | 48.0 | % | |||||||||||||
| Secure Communications | 42.5 | % | 47.5 | % | |||||||||||||
| Licensing | 9.2 | % | 4.5 | % | |||||||||||||
| 100.0 | % | 100.0 | % | ||||||||||||||
QNX
The increase in QNX revenue of $32.0 million was primarily due to an increase of $14.6 million in royalty revenue, an increase of $11.4 million in development license revenue, an increase of $3.8 million in professional services revenue and an increase of $1.7 million in BlackBerry Radar revenue.
Secure Communications
The increase in Secure Communications revenue of $15.1 million was primarily due to an increase of $20.7 million in BlackBerry SecuSUITE product revenue, partially offset by a decrease of $3.6 million in BlackBerry UEM license revenue and a decrease of $0.8 million in professional services.
Licensing
The increase in Licensing revenue of $17.8 million was primarily due to an increase in revenue from the Company’s intellectual property licensing arrangements.
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U.S. GAAP Revenue by Geography
Comparative breakdowns of the geographic regions on a U.S. GAAP basis are set forth in the following table:
| For the Six Months Ended | |||||||||||||||||
| (in millions) | |||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | |||||||||||||||
| Revenue by Geography | |||||||||||||||||
| North America | $ | 146.4 | $ | 117.1 | $ | 29.3 | |||||||||||
| Europe, Middle East and Africa | 102.8 | 82.4 | 20.4 | ||||||||||||||
| Other regions | 67.0 | 51.8 | 15.2 | ||||||||||||||
| $ | 316.2 | $ | 251.3 | $ | 64.9 | ||||||||||||
| % Revenue by Geography | |||||||||||||||||
| North America | 46.3 | % | 46.6 | % | |||||||||||||
| Europe, Middle East and Africa | 32.5 | % | 32.8 | % | |||||||||||||
| Other regions | 21.2 | % | 20.6 | % | |||||||||||||
| 100.0 | % | 100.0 | % | ||||||||||||||
North America Revenue
The increase in North America revenue of $29.3 million was primarily due to an increase of $18.1 million in BlackBerry SecuSUITE product revenue, an increase of $17.8 million in Licensing revenue, partially offset by a decrease of $6.6 million in BlackBerry UEM revenue.
Europe, Middle East and Africa Revenue
The increase in Europe, Middle East and Africa revenue of $20.4 million was primarily due to an increase of $8.3 million in QNX royalty revenue, an increase of $4.2 million in BlackBerry SecuSUITE product revenue, an increase of $4.1 million in QNX development license revenue and an increase of $3.2 million in BlackBerry UEM revenue.
Other Regions Revenue
The increase in other regions of $15.2 million was primarily due to an increase of $9.3 million in QNX development license revenue and an increase of $7.0 million in QNX royalty revenue, partially offset by a decrease of $0.9 million in professional services revenue.
Consolidated Gross Margin
Consolidated gross margin increased by $59.9 million to approximately $246.8 million in the first six months of fiscal 2027 (first six months of fiscal 2026 - $186.9 million). The increase was primarily due to an increase in revenue from QNX, BlackBerry SecuSUITE product and Licensing due to the reasons discussed above in “Revenue by Segment”, as the cost of sales for most software, services products and licensing does not significantly fluctuate based on business volume.
Consolidated Gross Margin Percentage
Consolidated gross margin percentage increased by 3.7%, to approximately 78.1% of consolidated revenue in the first six months of fiscal 2027 (first six months of fiscal 2026 - 74.4%). The increase was primarily due to a change in mix, specifically a higher relative gross margin contribution from QNX and Licensing, partially offset by a lower gross margin contribution from BlackBerry AtHoc.
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Adjusted Gross Margin and Adjusted EBITDA by Segment
See “Business Overview” and “Second Quarter Fiscal 2027 Summary Results of Operations” for information about the Company’s operating segments and the basis of operating segment results.
| For the Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| QNX | Secure Communications | Licensing | |||||||||||||||||||||||||||||||||||||||||||||||||||
| August 31, | Change | August 31, | Change | August 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Segment revenue | $ | 152.6 | $ | 120.6 | $ | 32.0 | $ | 134.5 | $ | 119.4 | $ | 15.1 | $ | 29.1 | $ | 11.3 | $ | 17.8 | |||||||||||||||||||||||||||||||||||
| Segment cost of sales | 21.0 | 21.9 | (0.9) | 44.3 | 38.3 | 6.0 | 3.0 | 3.1 | (0.1) | ||||||||||||||||||||||||||||||||||||||||||||
| Segment adjusted gross margin | $ | 131.6 | $ | 98.7 | $ | 32.9 | $ | 90.2 | $ | 81.1 | $ | 9.1 | $ | 26.1 | $ | 8.2 | $ | 17.9 | |||||||||||||||||||||||||||||||||||
| Segment adjusted gross margin % | 86 | % | 82 | % | 4 | % | 67 | % | 68 | % | (1 | %) | 90 | % | 73 | % | 17 | % | |||||||||||||||||||||||||||||||||||
| Segment research and development | 38.5 | 25.3 | 13.2 | 24.4 | 22.2 | 2.2 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Segment sales and marketing | 28.0 | 23.9 | 4.1 | 23.4 | 25.7 | (2.3) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Segment general and administrative | 16.8 | 16.3 | 0.5 | 14.4 | 14.0 | 0.4 | 2.9 | 1.8 | 1.1 | ||||||||||||||||||||||||||||||||||||||||||||
| Less amortization included in segment cost of sales | — | — | — | 0.2 | 0.1 | 0.1 | 3.0 | 3.0 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 48.3 | $ | 33.2 | $ | 15.1 | $ | 28.2 | $ | 19.3 | $ | 8.9 | $ | 26.2 | $ | 9.4 | $ | 16.8 | |||||||||||||||||||||||||||||||||||
QNX
The increase in QNX segment adjusted gross margin of $32.9 million was primarily due to the reasons discussed above in “Revenue by Segment” and a decrease in cost of sales related to BlackBerry Radar hardware devices.
The increase in QNX segment adjusted gross margin percentage of 4% was primarily due to the reasons discussed above.
The increase in QNX segment adjusted EBITDA of $15.1 million was primarily due to the reasons discussed above in “Revenue by Segment”, partially offset by the absence of SIF claim benefits recognized in the prior-year period and an increase in salaries and benefits costs.
Secure Communications
The increase in Secure Communications segment adjusted gross margin of $9.1 million was primarily due to the reasons discussed above in “Revenue by Segment”, partially offset by an increase in cost of sales related to BlackBerry SecuSUITE hardware devices.
The decrease in Secure Communications segment adjusted gross margin percentage of 1% was primarily due to a decrease in gross margin contribution from BlackBerry AtHoc.
The increase in Secure Communications segment adjusted EBITDA of $8.9 million was primarily due to the reasons discussed above.
Licensing
The increase in Licensing segment adjusted gross margin of $17.9 million was primarily due to the reasons discussed above in “Revenue by Segment”.
The increase in Licensing segment adjusted gross margin percentage of 17% was due to the same reasons discussed above.
The increase in Licensing segment adjusted EBITDA of $16.8 million was due to the same reasons discussed above, partially offset by an increase in legal costs.
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Operating Expenses
The table below presents a comparison of research and development, sales and marketing, and general and administrative expenses, amortization, and impairment of long-lived assets for the six months ended August 31, 2026, compared to the six months ended August 31, 2025.
| For the Six Months Ended | |||||||||||||||||
| (in millions) | |||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | |||||||||||||||
| Revenue | $ | 316.2 | $ | 251.3 | $ | 64.9 | |||||||||||
| Operating expenses | |||||||||||||||||
| Research and development | 66.2 | 50.6 | 15.6 | ||||||||||||||
| Sales and marketing | 54.8 | 53.1 | 1.7 | ||||||||||||||
| General and administrative | 71.1 | 62.0 | 9.1 | ||||||||||||||
| Amortization | 5.0 | 7.1 | (2.1) | ||||||||||||||
| Impairment of long-lived assets | 0.8 | 0.6 | 0.2 | ||||||||||||||
| Total | $ | 197.9 | $ | 173.4 | $ | 24.5 | |||||||||||
| Operating Expense as % of Revenue | |||||||||||||||||
| Research and development | 20.9 | % | 20.1 | % | |||||||||||||
| Sales and marketing | 17.3 | % | 21.1 | % | |||||||||||||
| General and administrative | 22.5 | % | 24.7 | % | |||||||||||||
| Amortization | 1.6 | % | 2.8 | % | |||||||||||||
| Impairment of long-lived assets | 0.3 | % | 0.2 | % | |||||||||||||
| Total | 62.6 | % | 69.0 | % | |||||||||||||
See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the six months ended August 31, 2026 and August 31, 2025.
U.S. GAAP Operating Expenses
Operating expenses increased by $24.5 million, or 14.1%, in the first six months of fiscal 2027, compared to the first six months of fiscal 2026. The increase was primarily due to an increase of $10.5 million in deferred share unit costs, the absence of $8.3 million of SIF claim benefits recognized in the prior-year period, an increase of $4.1 million in variable incentive plan costs and an increase of $4.0 million in legal costs, partially offset by a decrease of $3.3 million in restructuring costs.
Adjusted Operating Expenses
Adjusted operating expenses increased by $18.1 million, or 11.7%, to $172.8 million in the first six months of fiscal 2027, compared to $154.7 million in the first six months of fiscal 2026. The increase was primarily due to the absence of $8.3 million of SIF claim benefits recognized in the prior-year period, an increase of $4.1 million in variable incentive plan costs, an increase of $4.0 million in legal costs, an increase of $1.0 million in provision for expected credit losses and an increase of $0.9 million in salaries and benefits costs, partially offset by a decrease of $1.6 million in infrastructure costs.
Research and Development Expenses
Research and development expenses consist primarily of salaries and benefits for technical personnel, new product development costs, travel, office and building costs, infrastructure costs and other employee costs.
Research and development expenses increased by $15.6 million, or 30.8%, in the first six months of fiscal 2027, compared to the first six months of fiscal 2026. The increase was primarily due to the absence of $8.3 million of SIF claim benefits recognized in the prior-year period, an increase of $3.3 million in salaries and benefits costs, an increase of $2.4 million in variable incentive plan costs and an increase of $0.9 million in infrastructure costs.
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Adjusted research and development expenses increased by $15.2 million, or 31.7%, to $63.1 million in the first six months of fiscal 2027, compared to $47.9 million in the first six months of fiscal 2026. The increase was primarily due to the same reasons described above on a U.S. GAAP basis.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of marketing, advertising and promotion, salaries and benefits, information technology costs and travel expenses.
Sales and marketing expenses increased by $1.7 million, or 3.2%, in the first six months of fiscal 2027 compared to the first six months of fiscal 2026. The increase was primarily due to an increase of $1.0 million in salaries and benefits costs, an increase of $0.5 million in marketing costs and an increase of $0.4 million in variable incentive plan costs.
Adjusted sales and marketing expenses increased by $1.9 million, or 3.8%, to $52.3 million in the first six months of fiscal 2027 compared to $50.4 million in the first six months of fiscal 2026. The increase was primarily due to the same reasons described above on a U.S. GAAP basis.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and benefits, external advisory fees, information technology costs, office and related staffing infrastructure costs.
General and administrative expenses increased by $9.1 million, or 14.7%, in the first six months of fiscal 2027 compared to the first six months of fiscal 2026. The increase was primarily due to an increase of $10.5 million in deferred share unit costs, an increase of $4.1 million in legal costs and an increase of $2.2 million in stock compensation expenses, partially offset by a decrease of $3.4 million in salaries and benefits costs and a decrease of $3.3 million in restructuring costs.
Adjusted general and administrative expenses increased by $0.3 million, or 0.6%, to $52.4 million in the first six months of fiscal 2027 compared to $52.1 million in the first six months of fiscal 2026. The increase was primarily due to an increase of $4.1 million in legal costs, partially offset by a decrease of $3.4 million in salaries and benefits costs.
Amortization Expense
The table below presents a comparison of amortization expense relating to property, plant and equipment and intangible assets recorded as amortization or cost of sales for the six months ended August 31, 2026 compared to the six months ended August 31, 2025. Intangible assets are comprised of patents, licenses and acquired technology.
| For the Six Months Ended | |||||||||||||||||
| (in millions) | |||||||||||||||||
| Included in Operating Expenses | |||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | |||||||||||||||
| Property, plant and equipment | $ | 3.4 | $ | 2.6 | $ | 0.8 | |||||||||||
| Intangible assets | 1.6 | 4.5 | (2.9) | ||||||||||||||
| Total | $ | 5.0 | $ | 7.1 | $ | (2.1) | |||||||||||
| Included in Cost of Sales | |||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | |||||||||||||||
| Property, plant and equipment | $ | 0.2 | $ | 0.1 | $ | 0.1 | |||||||||||
| Intangible assets | 3.0 | 3.1 | (0.1) | ||||||||||||||
| Total | $ | 3.2 | $ | 3.2 | $ | — | |||||||||||
Amortization included in Operating Expenses
The decrease in amortization expense included in operating expenses of $2.1 million was primarily due to the lower cost base of assets.
Adjusted amortization expense increased by $0.7 million to $5.0 million in the first six months of fiscal 2027 compared to $4.3 million in the first six months of fiscal 2026.
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Amortization included in Cost of Sales
Amortization expense relating to certain property, plant and equipment and certain intangible assets employed in the Company’s service operations was $3.2 million in the first six months of fiscal 2027 and was consistent with the first six months of fiscal 2026.
Investment Income, Net
Investment income, net, which includes the interest expense from the Notes, was $2.7 million in the first six months of fiscal 2027 and decreased by $2.1 million from $4.8 million in the first six months of fiscal 2026. The decrease in investment income, net is primarily due to a decrease in interest income on significant financing components within certain revenue contracts with customers, an impairment on non-marketable equity investments without readily determinable fair value and a lower return on cash and investments.
Income Taxes
For the first six months of fiscal 2027, the Company’s net effective income tax expense rate was approximately 18% (first six months of fiscal 2026 - net effective income tax expense rate of approximately 17%). The Company’s net effective income tax rate reflects the change in unrecognized income tax benefits, if any, and the fact that the Company has a significant valuation allowance against its deferred tax assets; in particular, any change in loss carry forwards or research and development credits, amongst other items, was offset by a corresponding adjustment of the valuation allowance. A future release of a significant portion of the Company’s valuation allowance of $1,512.8 million would result in the recognition of deferred tax assets in the consolidated balance sheets and a material non-cash income tax benefit, which could materially impact income tax expense in the period of release. The Company’s net effective income tax rate also reflects the geographic mix of earnings in jurisdictions with different income tax rates.
Net Income
The Company’s net income for the first six months of fiscal 2027 was $42.4 million, or $0.07 basic and diluted earnings per share on a U.S. GAAP basis (first six months of fiscal 2026 - net income of $15.2 million, or $0.03 basic and diluted earnings per share). The period over period change of $27.2 million was primarily due to an increase in revenue, as described above in “Revenue by Segment” and an increase in gross margin percentage, as described above in “Consolidated Gross Margin Percentage”, partially offset by an increase in operating expenses, as described above in “Operating Expenses”.
Adjusted net income was $68.6 million in the first six months of fiscal 2027 or $0.12 adjusted basic earnings per share (first six months of fiscal 2026 - adjusted net income of $35.0 million, or $0.06 adjusted basic earnings per share). The increase in adjusted net income of $33.6 million was primarily due to the same reasons described above on a U.S. GAAP basis.
The weighted average number of shares outstanding was 586.7 million for basic earnings per share and 647.5 million for diluted earnings per share for the first six months of August 31, 2026. The weighted average number of shares outstanding was 594.6 million for basic earnings per share and 598.7 million for diluted earnings per share for the first six months of August 31, 2025. The weighted average number of shares outstanding includes the cumulative effects of share repurchases pursuant to the NCIB share buyback program during the first six months of August 31, 2026.
Common Shares Outstanding
On September 21, 2026, there were 587 million voting common shares, 18.9 million restricted share units and 1.9 million deferred share units outstanding. In addition, 51.5 million common shares are issuable upon conversion in full of the Notes, as described in Note 5 to the Consolidated Financial Statements.
The Company has not paid any cash dividends during the last three fiscal years.
Financial Condition
Liquidity and Capital Resources
Cash, cash equivalents, and investments increased by $14.7 million to $447.1 million as at August 31, 2026 from $432.4 million as at February 28, 2026, primarily due to cash generated from operating activities, partially offset by repurchases of common shares of $10.0 million pursuant to the 2025 NCIB share buyback program.
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A comparative summary of cash, cash equivalents, and investments is set out below:
As at (in millions) | |||||||||||||||||
| August 31, 2026 | February 28, 2026 | Change | |||||||||||||||
| Cash and cash equivalents | $ | 266.2 | $ | 274.7 | $ | (8.5) | |||||||||||
| Restricted cash equivalents | 14.1 | 14.2 | (0.1) | ||||||||||||||
| Short-term investments | 111.3 | 85.2 | 26.1 | ||||||||||||||
Long-term investments (1) | 55.5 | 58.3 | (2.8) | ||||||||||||||
| Cash, cash equivalents, and investments | $ | 447.1 | $ | 432.4 | $ | 14.7 | |||||||||||
______________________________
(1)Includes investments in privately-held companies, including common shares of Arctic Wolf Networks, Inc. (“Arctic Wolf”) that were received as partial consideration for the sale of its Cylance endpoint security assets and liabilities to Arctic Wolf in the fourth quarter of fiscal 2025. Investments in privately-held companies are considered illiquid securities without a public market and, as such, they cannot be readily sold or exchanged for cash.
The table below summarizes the current assets, current liabilities, and working capital of the Company:
As at (in millions) | |||||||||||||||||
| August 31, 2026 | February 28, 2026 | Change | |||||||||||||||
| Current assets | $ | 561.9 | $ | 568.2 | $ | (6.3) | |||||||||||
| Current liabilities | 236.5 | 268.1 | (31.6) | ||||||||||||||
| Working capital | $ | 325.4 | $ | 300.1 | $ | 25.3 | |||||||||||
Current Assets
The decrease in current assets of $6.3 million at the end of the second quarter of fiscal 2027 from the end of the fourth quarter of fiscal 2026 was primarily due to a decrease of $15.0 million in accounts receivable, net of allowance, a decrease of $8.5 million in cash and cash equivalents, a decrease of $5.7 million in other current assets, a decrease of $3.0 million in other receivables and a decrease of $0.2 million in income taxes receivable, partially offset by an increase of $26.1 million in short term investments.
At August 31, 2026, accounts receivable, net of allowance was $141.0 million, a decrease of $15.0 million from February 28, 2026. The decrease was primarily due to a decrease in days sales outstanding to 84 days at the end of the second quarter of fiscal 2027 from 88 days at the end of the fourth quarter of fiscal 2026, partially offset by higher revenue recognized over the three months ended August 31, 2026 compared to the three months ended February 28, 2026.
At August 31, 2026, other current assets were $36.5 million, a decrease of $5.7 million from February 28, 2026. The decrease was primarily due to a decrease of $2.5 million in prepaid inventory, a decrease of $2.3 million in prepaid professional services, a decrease of $1.6 million in deferred commissions and a decrease of $1.2 million in prepaid rent, partially offset by an increase of $3.3 million in prepaid software.
At August 31, 2026, other receivables were $4.5 million, a decrease of $3.0 million from February 28, 2026. The decrease was primarily due to the absence of $3.7 million of SIF claim benefits recognized in the prior-year period and a decrease of $1.8 million in indirect taxes receivable, partially offset by an increase of $2.3 million in proceeds receivable from the sale of a long-term investment.
At August 31, 2026, income taxes receivable were $2.4 million, a decrease of $0.2 million from February 28, 2026. The decrease was primarily due to tax refunds and changes in the quarterly tax provisions.
Current Liabilities
The decrease in current liabilities of $31.6 million at the end of the second quarter of 2027 from the end of the fourth quarter of fiscal 2026 was primarily due to a decrease of $21.9 million in deferred revenue, current, a decrease of $10.2 million in accrued liabilities and a decrease of $2.6 million in income taxes payable, partially offset by an increase of $3.1 million in accounts payable.
Deferred revenue, current was $116.6 million, which reflects a decrease of $21.9 million compared to February 28, 2026 that was attributable to a decrease of $9.5 million in deferred revenue, current related to BlackBerry UEM, a decrease of $8.5 million in deferred revenue, current related to BlackBerry AtHoc product revenue and a decrease of $5.2 million in deferred revenue, current related to QNX.
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Accrued liabilities were $101.5 million at the end of the second quarter of 2027, reflecting a decrease of $10.2 million compared to February 28, 2026, which was primarily due to a decrease of $16.1 million in variable incentive plan accrual, a decrease of $4.2 million in restructuring cost accruals and a decrease of $3.3 million in sales incentive plan accrual, partially offset by an increase of $9.6 million in deferred share unit liability, an increase of $2.6 million in indirect taxes accruals and an increase of $1.2 million in audit fees accruals.
Income taxes payable were $9.8 million, reflecting a decrease of $2.6 million from February 28, 2026, which was primarily due to changes in the quarterly tax provision and tax payments.
Accounts payable were $8.6 million, reflecting an increase of $3.1 million from February 28, 2026, which was primarily due to the timing of payments.
Cash flows for the six months ended August 31, 2026 compared to the six months ended August 31, 2025 were as follows:
| For the Six Months Ended | |||||||||||||||||
| (in millions) | |||||||||||||||||
| August 31, 2026 | August 31, 2025 | Change | |||||||||||||||
| Net cash flows provided by (used in): | |||||||||||||||||
| Operating activities | $ | 33.9 | $ | (14.1) | $ | 48.0 | |||||||||||
| Investing activities | (33.2) | 52.8 | (86.0) | ||||||||||||||
| Financing activities | (8.7) | (28.8) | 20.1 | ||||||||||||||
| Effect of foreign exchange gain (loss) on cash and cash equivalents | (0.6) | 0.4 | (1.0) | ||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash equivalents | $ | (8.6) | $ | 10.3 | $ | (18.9) | |||||||||||
Operating Activities
The increase in net cash flows provided by operating activities of $48.0 million primarily reflects higher net income and the changes in working capital.
Investing Activities
During the six months ended August 31, 2026, cash flows used in investing activities were $33.2 million and included cash used in acquisition of short-term investments, net of the proceeds on sale or maturity of short-term investments transactions, in the amount of $26.1 million, acquisition of property, plant and equipment of $4.1 million and the acquisition of intangible assets of $3.0 million. For the same period in the prior fiscal year, cash flows provided by investing activities were $52.8 million and included cash provided by proceeds on sale or maturity of short-term and long-term investments transactions, net of acquisitions, in the amount of $57.1 million, offset by cash used in the acquisition of intangible assets of $2.6 million and the acquisition of property, plant and equipment $1.7 million.
Financing Activities
During the six months ended August 31, 2026, cash used in financing activities was $8.7 million, primarily due to repurchases of common shares of $10.0 million pursuant to the 2025 NCIB share buyback program, offset by $1.3 million in common shares issued under the employee share purchase plan.
During the six months ended August 31, 2026, the Company repurchased 2.6 million common shares at a cost of $10.0 million. See Note 6 to the Consolidated Financial Statements for further information on the Company’s 2025 NCIB share buyback program.
Debt Financing and Other Funding Sources
See Note 5 to the Consolidated Financial Statements for a description of the Company’s $200 million aggregate principal amount of 3.00% senior convertible unsecured notes issued in January 2024 (the “Notes”). The closing price of the Company’s common shares exceeded 130% of the conversion price for at least 20 trading days within a period of 30 consecutive trading days ending on June 30, 2026, permitting holders to convert their Notes for a period beginning July 1, 2026 and ending September 30, 2026. No holders converted their Notes during the three months ended August 31, 2026. Subsequent to the end of the quarter the contingent condition was again satisfied on September 16, 2026. Accordingly, the Notes will continue to be eligible for conversion, at the option of the holders, from October 1, 2026 through December 31, 2026. Upon receipt of a
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conversion request, the Company will settle its conversion obligation, at its election, in cash, common shares, or a combination of cash and common shares, in accordance with the terms and conditions set forth in the indenture.
The Company has $14.1 million in collateralized outstanding letters of credit in support of certain leasing arrangements entered into in the ordinary course of business. See Note 2 to the Consolidated Financial Statements for further information concerning the Company’s restricted cash equivalents.
Cash, cash equivalents, and investments were $447.1 million as at August 31, 2026. The Company’s management remains focused on maintaining appropriate cash balances, efficiently managing working capital balances and managing the liquidity needs of the business. Based on its current financial projections, the Company believes its financial resources, together with expected future operating cash generating and operating expense reduction activities, are sufficient to meet funding requirements for current financial commitments and future operating expenditures not yet committed, and should provide the necessary financial capacity for the foreseeable future.
Contractual and Other Obligations
The following table sets out aggregate information about the Company’s contractual and other obligations and the periods in which payments are due as at August 31, 2026:
| (in millions) | |||||||||||||||||
| Total | Short-term (next 12 months) | Long-term (>12 months) | |||||||||||||||
| Operating lease obligations | $ | 38.9 | $ | 6.6 | $ | 32.3 | |||||||||||
| Purchase obligations and commitments | 55.1 | 55.1 | — | ||||||||||||||
| Debt interest and principal payments | 215.0 | 6.0 | 209.0 | ||||||||||||||
| Total | $ | 309.0 | $ | 67.7 | $ | 241.3 | |||||||||||
Total contractual and other obligations as at August 31, 2026 decreased by $8.1 million as compared to the February 28, 2026 balance of $317.1 million, which was attributable to a decrease in purchase obligations and commitments and a decrease in debt interest and principal payments, partially offset by an increase in operating lease obligations.
The Company does not have any material off-balance sheet arrangements.
Accounting Policies and Critical Accounting Estimates
There have been no changes to the Company’s accounting policies or critical accounting estimates from those described under “Accounting Policies and Critical Accounting Estimates” in the Annual MD&A with the exception of the below:
Revenue Recognition
Judgment is required to determine the fair value of non-cash consideration at contract inception. The Company engages an independent third-party valuation specialist to assist in this determination of the fair value of non-cash consideration.
Valuation Allowance Against Deferred Tax Assets
The Company regularly assesses the need for a valuation allowance against its deferred tax assets. A valuation allowance is required for deferred tax assets if it is more likely than not that all or some portion of the asset will not be realized. All available evidence, both positive and negative, that may affect the realization of deferred tax assets must be identified and considered in determining the appropriate amount of the valuation allowance. The Company has recently generated cumulative pre-tax income in certain jurisdictions and continues to evaluate whether sufficient positive evidence exists to support the realization of its deferred tax assets. This evaluation is performed on a jurisdiction-by-jurisdiction basis, and the conclusions reached may vary based on the sustainability of earnings in each jurisdiction. Based on recent operating results and current forecasts, it is reasonably possible that the Company’s assessment of the realizability of its deferred tax assets may change in a future period, including within the current fiscal year, as additional positive evidence becomes available in relation to the realizability of deferred tax assets. Such a change could result in the release of a significant portion of the Company’s valuation allowance, which could have a material impact on income tax expense in the period of release.
Additionally, for interim periods, the estimated annual effective tax rate should include the valuation allowance for current year changes in temporary differences and losses or income arising during the year. For interim periods, the Company needs to consider the valuation allowance that it expects to recognize at the end of the fiscal year as part of the estimated annual effective tax rate. During interim quarters, the Company uses estimates including pre-tax results and ending position of temporary differences as at the end of the fiscal year to estimate the valuation allowance that it expects to recognize at the end of the fiscal year. This accounting treatment has no effect on the Company’s actual ability to utilize deferred tax assets to reduce future cash tax payments. Different judgments could yield different results.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is engaged in operating and financing activities that generate risk in three primary areas:
Foreign Exchange
The Company is exposed to foreign exchange risk as a result of transactions in currencies other than its functional currency, the U.S. dollar. The majority of the Company’s revenue in the second quarter of fiscal 2027 was transacted in U.S. dollars. Portions of the revenue were denominated in Canadian dollars, euros and British pounds. Expenses, consisting mainly of salaries and certain other operating costs, were incurred primarily in Canadian dollars, but were also incurred in U.S. dollars, euros and British pounds. At August 31, 2026, approximately 10% of cash and cash equivalents, 44% of accounts receivables and 71% of accounts payable were denominated in foreign currencies (February 28, 2026 – 15.0%, 22% and 46%, respectively). These foreign currencies primarily include the Canadian dollar, euro and British pound. As part of its risk management strategy, the Company maintains net monetary asset and/or liability balances in foreign currencies and engages in foreign currency hedging activities using derivative financial instruments, including currency forward contracts and currency options. The Company does not use derivative instruments for speculative purposes. If overall foreign currency exchange rates to the U.S. dollar uniformly weakened or strengthened by 10% related to the Company’s net monetary asset or liability balances in foreign currencies at August 31, 2026 (after hedging activities), the impact to the Company would be immaterial.
The Company regularly reviews its currency forward and option positions, both on a stand-alone basis and in conjunction with its underlying foreign currency exposures. Given the effective horizons of the Company’s risk management activities and the anticipatory nature of the exposures, there can be no assurance these positions will offset more than a portion of the financial impact resulting from movements in currency exchange rates. Further, the recognition of the gains and losses related to these instruments may not coincide with the timing of gains and losses related to the underlying economic exposures and, therefore, may adversely affect the Company’s financial condition and operating results.
Interest Rate
Cash and cash equivalents and investments are invested in certain instruments with fixed interest rates of varying maturities. Consequently, the Company is exposed to interest rate risk as a result of holding investments of varying maturities and the significant financing components within certain revenue contracts with customers. The fair value of investments, as well as the investment income derived from the investment portfolio, will fluctuate with changes in prevailing interest rates. The Company also has significant financing components within certain revenue contracts with customers and is exposed to interest rate risk as a result of discounting the future payments from customers with a fixed interest rate. The Company also has outstanding Notes with a fixed interest rate, as described in Note 5 to the Consolidated Financial Statements. The Company is exposed to interest rate risk as a result of the Notes. The Company does not currently utilize interest rate derivative instruments.
Credit and Customer Concentration
The Company, in the normal course of business, monitors the financial condition of its customers and reviews the credit history of each new customer. The Company establishes an allowance for credit losses (“ACL”) that corresponds to the specific credit risk of its customers, historical trends and economic circumstances. The ACL as at August 31, 2026 was $3.5 million (February 28, 2026 - $3.4 million). There were three customers that comprised more than 10% of accounts receivable as at August 31, 2026 (February 28, 2026 - two customers that comprised more than 10%). During the second quarter of fiscal 2027, the percentage of the Company’s receivable balance that was past due increased by 3.1% compared to the fourth quarter of fiscal 2026. Although the Company actively monitors and attempts to collect on its receivables as they become due, the risk of further delays or challenges in obtaining timely payments of receivables from resellers and other distribution partners exists. The occurrence of such delays or challenges in obtaining timely payments could negatively impact the Company’s liquidity and financial condition. There were two customers that each comprised 10% of the Company’s revenue during the three months ended August 31, 2026. There were no customers that comprised more than 10% of the Company’s revenue during the six months ended August 31, 2026 (three and six months ended August 31, 2025 - no customer that comprised more than 10% of the Company’s revenue and one customer that comprised 11% of the Company’s revenue, respectively).
Market values are determined for each individual security in the investment portfolio. The Company assesses declines in the value of individual investments for impairment. The Company makes this assessment by considering available evidence including changes in general market conditions, specific industry and individual company data, the length of time and the extent to which the fair value has been less than cost, the financial condition, the near-term prospects of the individual investment and the Company’s ability and intent to hold the debt securities to maturity.
Equity Investments Risk
The Company holds non-marketable equity investments in privately-held companies in which the Company does not own a controlling interest or have significant influence. The Company's equity investments in privately-held companies are subject to a wide variety of market-related risks that could substantially reduce or increase the fair value of its holdings. The Company's
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equity investments in privately-held companies are recorded using the measurement alternative and are assessed each reporting period for observable price changes and impairments, which may involve estimates and judgments given the lack of readily available market data. Certain equity investments in privately-held companies are in the early stages of development and are inherently risky due to their lack of operational history. The Company has a high concentration of risk associated with a small number of non-marketable equity investments that are impacted by fluctuations in their fair values or by observable changes or impairments.
ITEM 4. CONTROLS AND PROCEDURES
As of August 31, 2026, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of such date, the Company’s disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
During the three months ended August 31, 2026, no changes were made to the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 9 to the Consolidated Financial Statements for information regarding certain legal proceedings in which the Company is involved.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (1) | ||||||||||||||||||||||
| June 1, 2026 - June 30, 2026 | 0 | N/A | 0 | 26,785,714 | ||||||||||||||||||||||
| July 1, 2026 - July 31, 2026 | 0 | N/A | 0 | 26,785,714 | ||||||||||||||||||||||
| August 1, 2026 - August 31, 2026 | 0 | N/A | 0 | 26,785,714 | ||||||||||||||||||||||
______________________________
(1) On May 8, 2026, the Company announced the renewal of its NCIB (the “2026 NCIB”) share buyback program, which was approved by the TSX. The 2026 NCIB share buyback program allows for the repurchase of up to 26,785,714 of the Company’s common shares. The 2026 NCIB share buyback program commenced on May 12, 2026, and will expire on May 11, 2027. During the three months ended August 31, 2026, no shares were repurchased under the 2026 NCIB share buyback program.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended August 31, 2026, none of the officers or directors of the Company adopted or terminated trading arrangements for the purchase or sale of the Company’s common shares.
ITEM 6. EXHIBITS
| Exhibit Number | Description of Exhibit | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
32.1†† | ||||||||
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32.2†† | ||||||||
| 101* | XBRL Instance Document – the document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | |||||||
| 101* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File – formatted as Inline XBRL and contained in Exhibit 101 | |||||||
______________________________
* Filed herewith
†† Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of the SEC’s Regulation S-K
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| BLACKBERRY LIMITED | |||||||||||
| Date: September 24, 2026 | By: | /s/ John Giamatteo | |||||||||
| Name: | John Giamatteo | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
| By: | /s/ Tim Foote | ||||||||||
| Name: | Tim Foote | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
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Exhibit 31.1
Certification of CEO
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John Giamatteo, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of BlackBerry Limited;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: September 24, 2026 | /s/ John Giamatteo | ||||
| Name: John Giamatteo | |||||
| Title: Chief Executive Officer | |||||
Exhibit 31.2
Certification of CFO
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Tim Foote, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of BlackBerry Limited;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: September 24, 2026 | /s/ Tim Foote | ||||
| Name: Tim Foote | |||||
| Title: Chief Financial Officer | |||||
Exhibit 32.1
Certification of CEO
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of BlackBerry Limited (the “Registrant”) on Form 10-Q for the quarter ended August 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John Giamatteo, as Chief Executive Officer of the Registrant, hereby certifies, to his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| /s/ John Giamatteo | |||||
| Name: John Giamatteo | |||||
| Title: Chief Executive Officer | |||||
| Date: September 24, 2026 | |||||
Exhibit 32.2
Certification of CFO
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of BlackBerry Limited (the “Registrant”) on Form 10-Q for the quarter ended August 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Tim Foote, as Chief Financial Officer of the Registrant, hereby certifies, to his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| /s/ Tim Foote | |||||
| Name: Tim Foote | |||||
| Title: Chief Financial Officer | |||||
| Date: September 24, 2026 | |||||