ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with the consolidated financial statements and the accompanying notes (the “Consolidated Financial Statements”) of BlackBerry Limited, for the fiscal year ended February 28, 2026. The Consolidated Financial Statements are presented in U.S. dollars and have been prepared in accordance with U.S. GAAP. All financial information in this MD&A is presented in U.S. dollars, unless otherwise indicated.
Readers should carefully review Part I, Item 1A “Risk Factors” and other documents filed by the Company from time to time with the Securities and Exchange Commission (“SEC”) and other securities regulators. A number of factors may materially affect our business, financial condition, operating results and prospects. These factors include but are not limited to those set forth in Part I, Item 1A “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Any one of these factors, and other factors that we are unaware of, or currently deem immaterial, may cause our actual results to differ materially from recent results or from our anticipated future results. Please refer to our MD&A included in our Annual Report on 10-K for the fiscal year ended February 28, 2025 for a comparative discussion of our fiscal 2025 financial results as compared to our fiscal 2024 financial results, which is incorporated herein by reference. Additional information about the Company can be found on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov.
Cylance Sale
On February 3, 2025, the Company completed the sale of its Cylance endpoint security assets and related liabilities to Arctic Wolf Networks, Inc. (“Arctic Wolf”) for $160.0 million of cash, subject to certain adjustments of approximately $42.1 million, and 5.5 million common shares of Arctic Wolf. As a result of the Cylance sale, it is no longer reported alongside UEM, SecuSUITE and AtHoc as the Cybersecurity segment. Effective from the fiscal year ended February 28, 2025, those three businesses are reported separately from Cylance as the Secure Communications segment. The financial results of Cylance are presented as discontinued operations and are included in “loss from discontinued operations, net of tax” in the Consolidated Statements of Operations. For a discussion on “loss from discontinued operations, net of tax” for the fiscal year ended February 28, 2025 compared to our fiscal 2024 financial results, please refer to our MD&A included in our Annual Report on 10-K for the fiscal year ended February 28, 2025, which is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K 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 intentions to increase and enhance its product and service offerings, and patent new innovations;
•the Company’s expectations with respect to its total and segment revenue and adjusted EBITDA, adjusted Corporate operating costs, non-GAAP EPS and operating cash flow in the first 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 Annual Report on Form 10-K, including in the sections in Part I, Item 1 “Business” entitled “The Company: A heritage of innovation”, “Industry Background - QNX”, “Competition and Competitive Strengths - QNX”, “Intellectual Property” and “Human Capital”, and in the sections of this MD&A entitled, “Results of Operations - Fiscal year ended February 28, 2026 compared to fiscal year ended February 28, 2025 - Revenue - Revenue by Segment”, “Results of Operations - Fiscal year ended February 28, 2026 compared to fiscal year ended February 28, 2025 - Gross Margin and Adjusted EBITDA by Segment”, “Results of Operations - Fiscal year ended February 28, 2026 compared to fiscal year ended February 28, 2025 - Operating Expenses - General and Administrative Expenses”, “Results of Operations - Fiscal year ended February 28, 2026 compared to fiscal year ended February 28, 2025 - Net Income (loss)”, 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 this Annual Report on Form 10-K.
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
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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 this Annual Report on Form 10-K.
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.
Business Overview
The Company provides enterprises and governments the intelligent software and services that power the world around us. Based in Waterloo, Ontario, the Company’s 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. With a deep heritage in Secure Communications, the Company delivers operational resiliency with a comprehensive, highly secure, and extensively certified portfolio for mobile fortification, mission-critical communications, and critical events management. The Company’s common shares trade under the ticker symbol “BB” on the New York Stock Exchange and the Toronto Stock Exchange. The Company was incorporated under the Business Corporations Act (Ontario) on March 7, 1984.
The Company has continued to execute on its strategy in fiscal 2026 and announced the following significant achievements:
Products and Innovation:
•QNX announced that more than 275 million vehicles on the road are being powered by QNX’s embedded technology;
•QNX launched QNX Hypervisor 8.0, built on the next-generation SDP 8.0 architecture, facilitating high-performance virtualization of multiple operating systems on a single system-on-a-chip;
•QNX launched its foundational, safety-certified QNX OS for Safety 8.0 to streamline the development and certification of safety- and security-critical embedded systems;
•QNX SDP 8.0 was updated to add support for AMD Ryzen Embedded x86 processors;
•BlackBerry became the first Mobile Device Management (MDM) vendor to achieve BSI certification for BlackBerry UEM deployment with Apple Indigo and Samsung Knox;
•BlackBerry AtHoc became the first critical event management provider to achieve FedRAMP High authorization; and
•BlackBerry announced the expansion of BlackBerry SecuSUITE to Windows devices, extending sovereign-grade protection across the digital workplace.
Customers and Partners:
•Mercedes-Benz among automakers trialing early access version of QNX and Vector’s Alloy Kore platform;
•QNX technology to be integrated in BMW Group's next-generation ‘Neue Klasse’ software-defined vehicle architecture;
•QNX and NVIDIA announced general availability of NVIDIA DRIVE AGX Thor development kit, integrated with QNX OS for Safety 8 to enable developers to accelerate development of next-generation autonomous drive systems;
•QNX and Haleytek were chosen to enable software-defined audio using QNX Sound for the Volvo EX60 electric SUV;
•Leapmotor selected QNX technology as the foundation of its intelligent digital cockpit and autonomous drive domain controllers in its new B10 electric SUV;
•WeRide launched its next-generation ADAS platform for L2++ autonomous drive, built upon QNX OS for Safety;
•QNX announced that a leading Chinese automaker selected QNX Sound for their luxury EV lineup;
•Direct ChassisLink Inc (DCLI) announced the deployment of BlackBerry Radar across 100,000 chassis;
•BlackBerry, Global Affairs Canada, and Toronto Metropolitan University’s Rogers Cybersecure Catalyst expanded cybersecurity training in Malaysia;
•BlackBerry and Universiti Kebangsaan Malaysia announced a strategic partnership to advance Malaysia's future cyber-defenders and embedded software talent; and
•Malaysia expanded the deployment of BlackBerry Secure Communications software for the 46th and 47th ASEAN Summits.
Strategy and Governance:
•BlackBerry appointed Barry Mainz to its Board of Directors;
•BlackBerry appointed John Wall as President of QNX Division; and
•BlackBerry announced a share buyback program for the repurchase of up to 27,855,153 of its common shares.
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Fiscal 2026 Summary Results of Operations
The following table sets forth certain consolidated statements of operations data for the fiscal years ended February 28, 2026, February 28, 2025 and February 29, 2024:
Income (loss) from continuing operations 53.2 (8.5) 61.7 5.6 (14.1)
Earnings (loss) per share - reported
Weighted-average number of shares outstanding (000’s)
______________________________
(1)As a result of the Cylance sale, it is no longer reported alongside UEM, SecuSUITE and AtHoc as the Cybersecurity segment. Effective from the fiscal year ended February 28, 2025, those three businesses are reported separately from Cylance as the Secure Communications segment. The financial results of Cylance are presented as “loss from discontinued operations, net of tax” in the Consolidated Statements of Operations.
(2)Diluted earnings (loss) per share on a U.S. GAAP basis for fiscal 2026, 2025 and 2024 do not include the dilutive effect of the Debentures (as defined below in “Debt Financing and Other Funding Sources”) as to do so would be anti-dilutive. Diluted loss per share on a U.S. GAAP basis for fiscal 2025 does not include the dilutive effect of stock-based compensation as to do so would be anti-dilutive. See Note 9 to the Consolidated Financial Statements for the fiscal year ended February 28, 2026 for calculation of the dilutive weighted average number of shares outstanding.
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The following section sets forth certain consolidated statements of operations data for the three months ended February 28, 2026, February 28, 2025 and February 29, 2024:
For the Three Months Ended(in millions, except for share and per share amounts)
Income (loss) from continuing operations 24.3 (7.8) 32.1 (12.4) 4.6
Income (loss) from discontinued operations (1) — 0.4 (0.4) (43.8) 44.2
Earnings (loss) per share - reported
Weighted-average number of shares outstanding (000’s)
______________________________
(1)As a result of the Cylance sale, it is no longer reported alongside UEM, SecuSUITE and AtHoc as the Cybersecurity segment. Effective from the fiscal year ended February 28, 2025, those three businesses are reported separately from Cylance as the Secure Communications segment. The financial results of Cylance are presented as “loss from discontinued operations, net of tax” in the Consolidated Statements of Operations.
(2)Diluted loss per share on a U.S. GAAP basis in the fourth quarters of 2025 and 2024 do not include the dilutive effect of the Debentures as to do so would be anti-dilutive. Diluted loss per share on a U.S. GAAP basis in the fourth quarters of 2025 and 2024 do not include the dilutive effect of stock-based compensation as to do so would be anti-dilutive.
The following tables show information by operating segments for the three months and years ended February 28, 2026 and February 28, 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 months and year ended February 28, 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 months and years ended February 28, 2025 and February 29, 2024 have been updated to conform to the current year’s presentation.
See Note 13 to the Consolidated Financial Statements for a description of the Company’s operating segments.
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For the Three Months Ended(in millions)
QNX Secure Communications Licensing
February 28, Change February 28, Change February 28, Change
Less amortization included in segment cost of sales — — — — — — 1.5 1.5 —
For the Three Months Ended(in millions)
QNX Secure Communications Licensing
Feb 28 Feb 29 Change Feb 28 Feb 29 Change Feb 28 Feb 29 Change
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For the Years Ended
(in millions)
QNX Secure Communications Licensing
February 28, Change February 28, Change February 28, Change
For the Years Ended
(in millions)
QNX Secure Communications Licensing
Feb 28 Feb 29 Change Feb 28 Feb 29 Change Feb 28 Feb 29 Change
______________________________
(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.
Stock compensation expenses - Equity compensation is a non-cash expense and does not impact the ongoing operating decisions taken by the Company’s management.
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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 $432.4 million in cash, cash equivalents and investments as of February 28, 2026 (Fiscal 2025 - $410.3 million).
In fiscal 2026, the Company recognized revenue of $549.1 million and net income of $53.2 million, or $0.09 basic and diluted earnings per share on a U.S. GAAP basis (fiscal 2025 - revenue of $534.9 million and net loss of $79.0 million, or $0.13 basic and diluted loss per share). The Company recognized income from continuing operations of $53.2 million, or $0.09 basic and diluted earnings per share on a U.S. GAAP basis for fiscal 2026 (fiscal 2025 - net loss from continuing operations of $8.5 million, or $0.01 basic and diluted loss per share).
The Company recognized adjusted net income of $97.3 million, or adjusted income of $0.16 per share, on a non-GAAP basis in fiscal 2026 (fiscal 2025 - adjusted net income of $12.5 million and adjusted income of $0.02 per share). See “Non-GAAP Financial Measures” below. Adjusted net income from continuing operations was $97.3 million in fiscal 2026 or $0.16 adjusted basic earnings per share from continuing operations (fiscal 2025 - adjusted net income from continuing operations of $57.6 million, or $0.10 adjusted basic earnings per share from continuing operations).
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 April 9, 2026, the Company announced financial results for the three months and fiscal year ended February 28, 2026, which included certain non-GAAP financial measures and non-GAAP ratios, including adjusted gross margin, adjusted gross margin percentage, adjusted operating expenses, adjusted Corporate operating costs, adjusted Corporate operating costs excluding amortization, adjusted net income, adjusted 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. Non-GAAP financial measures and non-GAAP ratios exclude certain amounts as described below:
•Prior Debentures fair value adjustment. The Company elected to measure the Prior Debentures (as defined below) at fair value in accordance with the fair value option under U.S. GAAP. Each period, the fair value of the Prior Debentures was recalculated and the resulting non-cash income and charges from the change in fair value from non-credit components of the Prior Debentures were recognized in income. The amount varied each period depending on changes to the Company’s share price, share price volatility and credit indices. This was 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.
•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.
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•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.
•Goodwill impairment charge. The Company believes that goodwill impairment charges do not reflect expected future operating expenses, are non-cash, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
•Litigation settlements. The Company believes that litigation settlements 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.
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 February 28, 2026, February 28, 2025 and February 29, 2024
Readers are cautioned that adjusted gross margin, adjusted gross margin percentage, adjusted operating expenses, adjusted Corporate operating costs, adjusted Corporate operating costs excluding amortization, adjusted net income, adjusted 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.
A reconciliation of the most directly comparable U.S. GAAP gross margin and gross margin percentage for the three months ended February 28, 2026, February 28, 2025 and February 29, 2024 to both adjusted gross margin and adjusted gross margin percentage are reflected in the table below:
Stock compensation expense 0.6 0.4 0.7
Stock compensation expense 0.4 % 0.2 % 0.5 %
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Reconciliation of U.S. GAAP operating expenses for the three months ended February 28, 2026, November 30, 2025, February 28, 2025 and February 29, 2024 to adjusted operating expenses is reflected in the table below:
Stock compensation expense 4.9 5.6 3.9 4.1
Prior Debentures fair value adjustment — — — 0.5
Acquired intangibles amortization — 0.3 1.7 1.8
Litigation settlements — — 2.8 —
Goodwill impairment charge — — — 15.9
Reconciliation of U.S. GAAP Corporate operating costs for the three months ended February 28, 2026 and February 28, 2025 to adjusted Corporate operating costs excluding amortization is reflected in the table below:
Corporate operating costs $ 17.6 $ 31.1 $ 50.5
Stock compensation expense 2.1 1.3 1.5
Litigation settlements — 2.8 —
Goodwill impairment charge — — 15.9
LLA impairment charge 0.9 2.9 4.7
Adjusted Corporate operating costs 11.3 12.7 10.0
Adjusted Corporate operating costs excluding amortization $ 11.1 $ 12.1 $ 9.3
Reconciliation of U.S. GAAP net income (loss) and U.S. GAAP basic earnings (loss) per share for the three months ended February 28, 2026, February 28, 2025 and February 29, 2024 to adjusted net income and adjusted basic earnings per share is reflected in the table below:
Stock compensation expense 5.5 4.3 5.6
Prior Debentures fair value adjustment — — 0.5
Acquired intangibles amortization — 1.7 8.6
Litigation settlements — 2.8 —
Goodwill impairment charge — — 34.8
LLA impairment charge 0.9 4.9 4.7
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Reconciliation of U.S. GAAP research and development, sales and marketing, general and administrative, and amortization expense for the three months ended February 28, 2026, February 28, 2025 and February 29, 2024 to adjusted research and development, sales and marketing, general and administrative, and amortization expense is reflected in the table below:
Stock compensation expense 1.3 1.2 1.6
Adjusted research and development expense $ 32.1 $ 22.0 $ 27.3
Stock compensation expense 1.2 0.7 0.3
Adjusted sales and marketing expense $ 30.4 $ 26.4 $ 25.7
General and administrative $ 30.7 $ 50.0 $ 54.0
Stock compensation expense 2.4 2.0 2.2
Adjusted general and administrative expense $ 25.0 $ 36.6 $ 33.4
Acquired intangibles amortization — 1.7 1.8
Adjusted amortization expense $ 1.9 $ 2.4 $ 2.9
Reconciliation of U.S. GAAP operating income (loss) to adjusted operating income, adjusted EBITDA, adjusted operating income margin percentage and adjusted EBITDA margin percentage for the three months ended February 28, 2026, February 28, 2025 and February 29, 2024 are reflected in the table below.
Operating income (loss) $ 22.9 $ (8.0) $ (12.5)
Non-GAAP adjustments to operating income (loss)
Stock compensation expense 5.5 4.3 4.8
Prior Debentures fair value adjustment — — 0.5
Acquired intangibles amortization — 1.7 1.8
Litigation settlements — 2.8 —
Goodwill impairment charge — — 15.9
LLA impairment charge 0.9 4.9 4.7
Total non-GAAP adjustments to operating income 9.7 25.1 46.1
Acquired intangibles amortization — (1.7) (1.8)
Adjusted operating income margin % (1) 21% 12% 22%
Adjusted EBITDA margin % (2) 23% 15% 25%
______________________________
(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 the segment metric of segment adjusted EBITDA, which is a non-GAAP measure including segment expenses that exclude amounts related to investment income, taxes, amortization, stock compensation expenses, long-lived asset impairment and restructuring charges. The following table reconciles the U.S. GAAP measures of segment profit or loss disclosed by the Company in the Consolidated Financial Statements of segment adjusted gross margin to segment adjusted EBITDA for the three months ended February 28, 2026, February 28, 2025 and February 29, 2024.
For the Three Months Ended
(in millions)
QNX Secure Communications Licensing
Less amortization included in segment cost of sales — — — — — 0.2 1.5 1.5 1.4
Reconciliation of non-GAAP based measures with most directly comparable U.S. GAAP based measures for the years ended February 28, 2026, February 28, 2025 and February 29, 2024
A reconciliation of the most directly comparable U.S. GAAP gross margin and gross margin percentage for the years ended February 28, 2026, February 28, 2025 and February 29, 2024 to both adjusted gross margin and adjusted gross margin percentage are reflected in the table below:
Stock compensation expense 2.2 2.4 3.0
Stock compensation expense 0.4 % 0.5 % 0.4 %
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Reconciliation of U.S. GAAP operating expenses for the years ended February 28, 2026, February 28, 2025 and February 29, 2024 to adjusted operating expenses is reflected in the table below:
Prior Debentures fair value adjustment — — 3.5
Acquired intangibles amortization 3.1 7.0 11.0
Litigation settlements — 2.8 —
Goodwill impairment charge — — 15.9
Reconciliation of U.S. GAAP Corporate operating costs for the years ended February 28, 2026, February 28, 2025 and February 29, 2024 to adjusted Corporate operating costs excluding amortization is reflected in the table below:
Stock compensation expense 8.2 4.3 14.4
Litigation settlements — 2.8 —
Goodwill impairment charge — — 15.9
Adjusted Corporate operating costs 42.1 45.8 36.6
Adjusted Corporate operating costs excluding amortization $ 41.0 $43.0 $33.5
Reconciliation of U.S. GAAP net income (loss) and U.S. GAAP basic earnings (loss) per share for the years ended February 28, 2026, February 28, 2025 and February 29, 2024 to adjusted net income and adjusted basic earnings per share is reflected in the table below:
Basic earnings per share Basic earnings (loss) per share Basic loss per share
Prior Debentures fair value adjustment — — 3.5
Acquired intangibles amortization 3.1 27.4 38.2
Litigation settlements — 2.8 —
Goodwill impairment charge — — 34.8
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Reconciliation of U.S GAAP research and development, sales and marketing, general and administrative, and amortization expense for the years ended February 28, 2026, February 28, 2025 and February 29, 2024 to adjusted research and development, sales and marketing, general and administrative, and amortization expense is reflected in the table below:
Stock compensation expense 5.4 5.3 7.3
Adjusted research and development expense $ 108.2 $ 103.5 $ 119.8
Stock compensation expense 5.1 2.8 2.5
Adjusted sales and marketing expense $ 108.9 $ 92.7 $ 101.5
Adjusted general and administrative expense $ 102.6 $ 123.5 $ 135.3
Acquired intangibles amortization 3.1 7.0 11.0
Adjusted amortization expense $ 8.3 $ 10.7 $ 15.7
Reconciliation of U.S. GAAP operating income (loss) to adjusted operating income, adjusted EBITDA, adjusted operating income margin percentage and adjusted EBITDA margin percentage for the years ended February 28, 2026, February 28, 2025 and February 29, 2024 are reflected in the table below.
Non-GAAP adjustments to operating income
Prior Debentures fair value adjustment — — 3.5
Acquired intangibles amortization 3.1 7.0 11.0
Litigation settlements — 2.8 —
Goodwill impairment charge — — 15.9
Total non-GAAP adjustments to operating income 44.1 66.1 110.4
Acquired intangibles amortization (3.1) (7.0) (11.0)
Adjusted operating income margin % (1) 17 % 13 % 16 %
Adjusted EBITDA margin % (2) 20 % 16 % 19 %
______________________________
(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 the segment metric of segment adjusted EBITDA, which is a non-GAAP measure including segment expenses that exclude amounts related to investment income, taxes, amortization, stock compensation expenses, long-lived asset impairment and restructuring charges. The following table reconciles the U.S. GAAP measures of segment profit or loss disclosed by the Company in the Consolidated Financial Statements of segment adjusted gross margin to segment adjusted EBITDA for the years ended February 28, 2026, February 28, 2025 and February 29, 2024.
For the Years Ended
(in millions)
QNX Secure Communications Licensing
February 28, Feb 29, February 28, Feb 29, February 28, Feb 29,
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 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 trends in the Company’s business.
Reconciliation of U.S. GAAP net cash provided by (used in) operating activities for the three months and years ended February 28, 2026, February 28, 2025 and February 29, 2024 to free cash flow (usage) is reflected in the table below:
Net cash provided by (used in) operating activities $ 45.6 $ 42.0 $ (14.7)
Acquisition of property, plant and equipment (1.2) (0.5) $ (1.6)
Net cash provided by (used in) operating activities $ 50.3 $ 16.5 $ (3.5)
Acquisition of property, plant and equipment (3.8) (3.1) (7.1)
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”), Secure Communications dollar-based net retention rate (“DBNRR”) and QNX royalty backlog 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 February 28, 2026 and February 28, 2025 are set forth below.
Secure Communications Annual Recurring Revenue $ 218 $ 208 $ 10
Secure Communications Dollar-Based Net Retention Rate 94 % 93 % 1 %
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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 $218 million in the fourth quarter of fiscal 2026 and increased compared to $216 million in the third quarter of fiscal 2026 and increased compared to $208 million in the fourth quarter of fiscal 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 94% in the fourth quarter of fiscal 2026 and increased compared to 92% in the third quarter of fiscal 2025 and increased compared to 93% in the fourth quarter of fiscal 2025.
QNX Royalty Backlog
The Company defines the royalty backlog of its QNX business as estimated future revenue from variable forecasted royalties related to the QNX business. The estimation of forecasted royalties is based on QNX’s royalty rates and on projections of anticipated volumes that are based on historical shipping experience and current customer projections that management believes are reasonable over the lifetime of a design. The QNX royalty backlog is calculated annually based on current projections of volumes and may not be indicative of actual future revenue. The revenue that the Company will recognize is subject to several factors, including actual volumes and potential terminations or modifications to customer contracts.
QNX royalty backlog was approximately $950 million at the end of the fourth quarter of fiscal 2026 and increased compared to approximately $865 million at the end of the fourth quarter of fiscal 2025.
Results of Operations - Fiscal year ended February 28, 2026 compared to fiscal year ended February 28, 2025
Revenue
Revenue by Segment
Comparative breakdowns of revenue by segment are set forth below.
For the Fiscal Years Ended(in millions)
Revenue by Segment
% Revenue by Segment
QNX
The increase in QNX revenue of $32.0 million was primarily due to an increase of $18.0 million in royalty revenue, an increase of $9.1 million in development seat revenue and an increase of $5.9 million in BlackBerry Radar revenue, partially offset by a decrease of $1.3 million in professional services.
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The Company previously stated that it expected QNX revenue to be in the range of $260 million to $266 million for fiscal 2026 as a whole. QNX revenue was $268 million for fiscal 2026.
The Company expects QNX revenue to be in the range of $60 million to $64 million in the first quarter of fiscal 2027, and for the full year to be in the range of $290 million to $307 million in fiscal 2027.
Secure Communications
The decrease in Secure Communications revenue of $13.7 million was primarily due to a decrease of $11.8 million in Secusmart product revenue, and a decrease of $5.2 million in BlackBerry UEM product revenue, partially offset by an increase of $3.5 million in BlackBerry AtHoc product revenue.
The Company previously stated that it expected Secure Communications revenue to be in the range of $247 million to $251 million for fiscal 2026 as a whole. Secure Communications revenue for fiscal 2026 was $258.9 million due to higher than expected Secusmart product revenue in the fourth quarter of fiscal 2026.
The Company expects Secure Communications revenue to be in the range of $66 million to $70 million in the first quarter of fiscal 2027 and for the full year to be in the range of $270 million to $280 million in fiscal 2027.
Licensing
The decrease in Licensing revenue of $4.1 million was primarily due to a decrease in revenue from the Company’s intellectual property licensing arrangements.
The Company previously stated that it expected Licensing revenue to be approximately $24 million for fiscal 2026 as a whole. Licensing revenue was $22.2 million for fiscal 2026 due to the timing of new licensing deals.
The Company expects Licensing revenue to be approximately $6 million in each of the four quarters of fiscal 2027.
Total BlackBerry Revenue
The Company previously stated that it expected total BlackBerry revenue to be in the range of $531 million to $541 million in fiscal 2026 as a whole. Total BlackBerry revenue was $549.1 million and was higher due to Secure Communications revenue exceeding previously provided guidance for the reasons described above.
The Company expects total BlackBerry revenue to be in the range of $132 million to $140 million in the first quarter of fiscal 2027 and for the full year to be in the range of $584 million to $611 million in fiscal 2027.
Revenue by Geography
Comparative breakdowns of the geographic regions are set forth in the following table:
For the Fiscal Years Ended(in millions)
Revenue by Geography
% Revenue by Geography
Europe, Middle East and Africa 35.3 % 35.3 % 20.9 %
North America Revenue
The decrease in North America revenue of $3.5 million was primarily due to a decrease of $11.6 million in BlackBerry UEM product revenue and a decrease of $4.5 million in Licensing revenue, partially offset by an increase of $5.8 million in BlackBerry Radar revenue, an increase of $3.2 million in BlackBerry AtHoc product revenue and an increase of $3.0 million in BlackBerry QNX royalty revenue.
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Europe, Middle East and Africa Revenue
The increase in Europe, Middle East and Africa revenue of $5.1 million was primarily due to an increase of $6.9 million in BlackBerry QNX development seat revenue, an increase of $5.6 million in BlackBerry UEM product revenue and an increase of $2.8 million in BlackBerry QNX royalty revenue, partially offset by a decrease of $11.4 million in Secusmart product revenue.
Other Regions Revenue
The increase in Other regions revenue of $12.6 million was primarily due to an increase of $12.2 million in BlackBerry QNX royalty revenue.
Gross Margin
Consolidated Gross Margin
Consolidated gross margin increased by $23.3 million to approximately $418.2 million in fiscal 2026 (fiscal 2025 - $394.9 million). The increase was primarily due to an increase in revenue from QNX due to the reasons discussed above in “Revenue by Segment”.
Consolidated Gross Margin Percentage
Consolidated gross margin percentage increased by 2.4%, to approximately 76.2% of consolidated revenue in fiscal 2026 (fiscal 2025 - 73.8%). The increase was primarily due to a change in mix, specifically a higher relative gross margin contribution from Secusmart software licenses and QNX.
Gross Margin and Adjusted EBITDA by Segment
See “Business Overview” and “Fiscal 2026 Summary Results of Operations” for information about the Company’s operating segments and the basis of operating segment results.
For the Year Ended
(in millions)
QNX Secure Communications Licensing
Feb 28 Feb 28 Change Feb 28 Feb 28 Change Feb 28 Feb 28 Change
Segment adjusted gross margin % 83 % 84 % (1) % 70 % 66 % 4 % 73 % 77 % (4) %
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QNX
The increase in QNX segment adjusted gross margin of $25.4 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 Radar hardware devices.
The decrease in QNX segment adjusted gross margin percentage of 1% was primarily due to a change in mix, specifically an increased gross margin contribution from BlackBerry Radar which has a lower relative gross margin percentage.
The increase in QNX segment adjusted EBITDA of $11.9 million was primarily due to the reasons discussed above in “Revenue by Segment” and a benefit from the claims of Strategic Innovation Fund (SIF) grant funding, partially offset by an increase in cost of sales related to BlackBerry Radar hardware devices and an increase in salaries and benefits expense. The Company does not expect to receive any further benefits from SIF claims.
The Company previously stated that it expected QNX segment adjusted EBITDA to be in the range of $67 million to $73 million in fiscal 2026. QNX segment adjusted EBITDA was $71.0 million in fiscal 2026.
The Company expects QNX segment adjusted EBITDA to be in the range of $69 million to $81 million in fiscal 2027 and to be in the range of $4 million to $8 million in the first quarter of fiscal 2027.
Secure Communications
The increase in Secure Communications segment adjusted gross margin of $1.8 million was due to a change in mix, specifically an increased gross margin contribution from Secusmart software licenses.
The increase in Secure Communications segment adjusted gross margin percentage of 4% was primarily due to the same reason discussed above.
The increase in Secure Communications segment adjusted EBITDA of $3.8 million was primarily due to an increase in segment adjusted gross margin percentage discussed above and a decrease in salaries and benefits expense, partially offset by a decrease in revenue due to the reasons discussed above in “Revenue by Segment”.
The Company previously stated that it expected Secure Communications segment adjusted EBITDA to be in the range of $47 million to $51 million for fiscal 2026 as a whole. Secure Communications segment adjusted EBITDA was $56.1 million for fiscal 2026 as a whole due to Secure Communications revenue exceeding previously provided guidance for the reasons described above in “Revenue by Segment”.
The Company expects Secure Communications adjusted EBITDA to be in the range of $57 million to $65 million in fiscal 2027 and to be in the range of $14 million to $18 million in the first quarter of fiscal 2027.
Licensing
The decrease in Licensing segment adjusted gross margin of $4.1 million was primarily due to the reasons discussed above in “Revenue by Segment”.
The decrease in Licensing segment adjusted gross margin percentage of 4% was primarily due to the same reason discussed above.
The increase in Licensing segment adjusted EBITDA of $5.2 million was primarily due to a recovery of expected credit losses and a decrease in legal expense, partially offset by a decrease in revenue due to the reasons discussed above in “Revenue by Segment”.
The Company previously stated that it expected Licensing segment adjusted EBITDA to be approximately $20 million in fiscal 2026. Licensing segment adjusted EBITDA was $21 million in fiscal 2026.
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The Company expects Licensing segment adjusted EBITDA to be approximately $20 million in fiscal 2027 and to be approximately $5 million in each of the four quarters of fiscal 2027.
Operating Expenses
The table below presents a comparison of research and development, sales and marketing, general and administrative, and amortization expense for fiscal 2026 compared to fiscal 2025 and fiscal 2025 compared to fiscal 2024.
For the Fiscal Years Ended(in millions)
Operating expenses
Impairment of goodwill — — — 15.9 (15.9)
Impairment of long-lived assets 2.1 9.6 (7.5) 15.3 (5.7)
Debentures fair value adjustment — — — 3.5 (3.5)
Litigation settlements — 2.8 (2.8) — 2.8
Operating Expense as % of Revenue
General and administrative 23.5 % 29.9 % 24.7 %
Impairment of goodwill — % — % 2.1 %
Impairment of long-lived assets 0.4 % 1.8 % 2.0 %
Debentures fair value adjustment — % — % 0.5 %
Litigation settlements — % 0.5 % — %
See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the years ended February 28, 2026, February 28, 2025 and February 29, 2024.
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U.S. GAAP Operating Expenses
Operating expenses decreased by $24.2 million, or 6.1% in fiscal 2026 compared to fiscal 2025. The decrease was primarily due to a decrease of $10.4 million in restructuring costs, a recovery of $7.9 million of previously recognized credit losses, a decrease of $7.5 million in impairment of long-lived assets, a decrease of $6.3 million in amortization expense, a decrease of $5.3 million in the Company’s deferred share unit costs and an increase in benefits of $5.2 million from SIF claims filed, partially offset by an increase of $8.7 million in salaries and benefits expense and an increase of $7.6 million in variable incentive plan costs.
Adjusted Operating Expenses
Adjusted operating expenses decreased by $2.4 million, or 0.7%, to $328 million in fiscal 2026, compared to $330.4 million in fiscal 2025. The decrease was primarily attributable to a recovery of $7.9 million of previously recognized credit losses, a decrease of $6.3 million in amortization expense, and a decrease of $5.3 million in the Company’s deferred share unit costs, partially offset by an increase of $8.7 million in salaries and benefits expense and an increase of $7.6 million in variable incentive plan 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 $4.8 million, or 4.4% in fiscal 2026 compared to fiscal 2025. The increase was primarily attributable to an increase of $4.5 million in salaries and benefits expense, an increase of $3.8 million in variable incentive plan costs and an increase of $2.0 million in consulting costs, partially offset by an increase in benefits of $5.2 million from SIF claims filed.
Adjusted research and development expenses increased by $4.7 million, or 4.5%, to $108.2 million in fiscal 2026 compared to $103.5 million in fiscal 2025. 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 $18.5 million, or 19.4% in fiscal 2026 compared to fiscal 2025. The increase was primarily due to an increase of $9.4 million in salaries and benefits expense, an increase of $2.6 million in sales incentive plan costs, an increase of $2.4 million in stock-based compensation expense, an increase of $1.9 million in variable incentive plan costs and an increase of $0.8 million in infrastructure costs.
Adjusted sales and marketing expenses increased by $16.2 million, or 17.5%, to $108.9 million in fiscal 2026 compared to $92.7 million in fiscal 2025. The increase was primarily due to an increase of $9.4 million in salaries and benefits expense, an increase of $2.6 million in sales incentive plan costs, an increase of $1.9 million in variable incentive plan costs and an increase of $0.8 million in infrastructure costs.
General and Administrative Expenses
General and administration expenses consist primarily of salaries and benefits, external advisory fees, information technology costs, office and related staffing infrastructure costs.
General and administrative expenses decreased by $30.9 million, or 19.3%, in fiscal 2026 compared to fiscal 2025. The decrease was primarily due to a decrease of $10.4 million in restructuring costs, a recovery of $7.9 million of previously recognized credit losses, a decrease of $5.3 million in the Company’s deferred share unit costs and a decrease of $5.3 million in salaries and benefits expense.
Adjusted general and administrative expenses decreased by $20.9 million, or 16.9%, to $102.6 million in fiscal 2026 compared to $123.5 million in fiscal 2025. The decrease was primarily due to a recovery of $7.9 million of previously recognized credit losses, a decrease of $5.3 million in the Company’s deferred share unit cost and a decrease of $5.3 million in salaries and benefits expense.
Adjusted Corporate operating costs is defined as the portion of the Company’s total adjusted operating costs that is not attributable to any of the three operating segments.
The Company previously stated that it expected adjusted Corporate operating costs excluding amortization to be approximately $10 million in the fourth quarter of fiscal 2026. Adjusted Corporate operating costs excluding amortization were $11.1 million in the fourth quarter of fiscal 2026.
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The Company expects adjusted Corporate operating costs excluding amortization to be approximately $36 million in fiscal 2027 as a whole.
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 fiscal 2026 compared to fiscal 2025 and fiscal 2025 compared to fiscal 2024. Intangible assets are comprised of patents, licenses and acquired technology.
For the Fiscal Years Ended(in millions)
Included in Operating Expense
Property, plant and equipment $ 5.1 $ 7.1 $ (2.0) $ 9.1 $ (2.0)
Included in Cost of Sales
Property, plant and equipment $ 0.3 $ 0.5 $ (0.2) $ 0.8 $ (0.3)
Amortization included in Operating Expense
The decrease in amortization expense included in operating expense of $6.4 million was primarily due to the lower cost base of acquired technology assets.
Adjusted amortization expense decreased by $2.4 million to $8.3 million in fiscal 2026 compared to $10.7 million in fiscal 2025 due to the same reasons described above.
Amortization included in Cost of Sales
The decrease in amortization expense relating to certain property, plant and equipment and certain intangible assets employed in the Company’s service operations of $0.1 million was due to a lower cost base of assets.
Investment Income, Net
Investment income, net, which includes the interest expense from the Debentures, increased by $3.0 million to investment income, net of $10.7 million in fiscal 2026 compared to investment income, net of $7.7 million in fiscal 2025. The increase in investment income, net was primarily due to net unrealized losses recognized from observable price changes on non-marketable equity investments without readily determinable fair value in fiscal 2025 which did not recur and a higher return on cash and investments due to a higher cash and investments balance, partially offset by interest income on a delayed tax refund in fiscal 2025 which did not recur.
Income Taxes
For fiscal 2026, the Company’s net effective income tax expense rate was approximately 10% (fiscal 2025 - net effective income tax expense rate of approximately 27%). 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, and in particular, the change in loss carry forwards, research and development credits, amongst other items, was 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.
Net Income (loss)
The Company’s net income for fiscal 2026 was $53.2 million, or $0.09 basic and diluted earnings per share on a U.S. GAAP basis (fiscal 2025 - net loss of $79.0 million, or $0.13 basic and diluted loss per share). The year over year change of $132.2 million was primarily due to a loss from discontinued operations in the fiscal 2025 which did not recur, a decrease in operating expenses, as described above in “Operating Expenses”, an increase in gross margin percentage, as described above in “Consolidated Gross Margin Percentage” and an increase in revenue as described above in “Revenue by Segment”.
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Adjusted net income was $97.3 million in fiscal 2026 or $0.16 adjusted basic earnings per share (fiscal 2025 - adjusted net income of $12.5 million, or $0.02 adjusted basic earnings per share). The increase in adjusted net income of $84.8 million was primarily due to the same reasons described above on a U.S. GAAP basis.
The Company previously stated that it expected total Company adjusted EBITDA to be in the range of $94 million to $104 million in fiscal 2026 and total Company adjusted EBITDA to be in the range of $22 million to $32 million in the fourth quarter of fiscal 2026. Total Company adjusted EBITDA was $107.1 million in fiscal 2026 due to Secure Communications revenue exceeding previously provided guidance for the reasons described above in “Revenue by Segment”. Total Company adjusted EBITDA was $36.1 million in the fourth quarter of fiscal 2026 due to the same reason described above for fiscal 2026.
The Company previously stated that it expected non-GAAP EPS to be in the range of $0.03 and $0.05 in the fourth quarter of fiscal 2026 and non-GAAP EPS to be in the range of $0.14 to $0.16 for fiscal 2026. Non-GAAP EPS was $0.06 in the fourth quarter of fiscal 2026 and $0.16 for fiscal 2026.
The Company expects adjusted EBITDA to be in the range of $14 million to $22 million in the first quarter of fiscal 2027 and to be in the range of $110 million to $130 million in fiscal 2027 as a whole.
The Company expects non-GAAP EPS to be in the range of $0.02 to $0.03 in the first quarter of fiscal 2027 and to be in the range of $0.15 to $0.19 in fiscal 2027 as a whole.
The Company expects operating cash flow to be in the range of breakeven to $10 million in the first quarter of fiscal 2027 and to be approximately $100 million for fiscal 2027.
The Company does not provide a reconciliation of expected adjusted EBITDA and expected non-GAAP basic EPS for the first quarter and full fiscal year 2027 to the most directly comparable expected GAAP measures because it is unable to predict with reasonable certainty, among other things, restructuring charges and impairment charges 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 592 million common shares for basic earnings per share and 598 million common shares for diluted earnings per share for the fiscal year ended February 28, 2026. The weighted average number of shares outstanding was 591 million common shares for basic and diluted loss per share for the fiscal year ended February 28, 2025.
Common Shares Outstanding
On April 6, 2026, there were 588 million voting common shares, 14 million restricted share units and 1.8 million deferred share units outstanding. In addition, 51.5 million common shares are issuable upon conversion in full of the Notes (as defined below), as described in Note 7 to the Consolidated Financial Statements.
The Company has not paid any cash dividends during the last three fiscal years.
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Results of Operations - Three months ended February 28, 2026 compared to the three months ended February 28, 2025
Revenue
Revenue by Segment
Comparative breakdowns of revenue by product and service on a U.S. GAAP basis are set forth below.
For the Three Months Ended(in millions)
Revenue by Segment
% Revenue by Segment
QNX
The increase in QNX revenue of $12.9 million was primarily due to an increase of $10.0 million in royalty revenue and an increase of $2.3 million in development seat revenue.
The Company previously stated that it expected QNX revenue in the fourth quarter of fiscal 2026 to be in the range of $71 million to $77 million. QNX revenue in the fourth quarter of fiscal 2026 was $78.7 million.
Secure Communications
The increase in Secure Communications revenue of $5.2 million was primarily due to an increase of $8.6 million in Secusmart product revenue, an increase of $2.1 million in BlackBerry AtHoc product revenue, partially offset by a decrease of $2.9 million in professional services revenue and a decrease of $2.6 million BlackBerry UEM product revenue.
The Company previously stated that it expected Secure Communications revenue in the fourth quarter of fiscal 2026 to be in the range of $61 million to $65 million. Secure Communications revenue in the fourth quarter of fiscal 2026 was $72.5 million due to higher than expected Secusmart product revenue.
Licensing
The decrease in Licensing revenue of $3.8 million was primarily due to a decrease in revenue from the Company’s intellectual property licensing arrangements.
The Company previously stated that it expected revenue from intellectual property licensing to be approximately $6 million in each of the four quarters of fiscal 2026. Revenue from intellectual property licensing was approximately $4.8 million in fourth quarter of fiscal 2026.
Total BlackBerry Revenue
The Company previously stated that it expected the total BlackBerry revenue to be in the range of $138 million to $148 million in the fourth quarter of fiscal 2026. Total BlackBerry revenue was $156.0 million in the fourth quarter of fiscal 2026 due to Secure Communications revenue exceeding previously provided guidance for the reasons described above.
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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 Three Months Ended(in millions)
Revenue by Geography
% Revenue by Geography
Europe, Middle East and Africa 38.8 % 33.7 % 28.0 %
North America Revenue
The decrease in North America revenue of $6.6 million was primarily due to a decrease of $3.8 million in Licensing revenue, a decrease of $3.1 million in BlackBerry QNX development seat revenue, a decrease of $2.6 million in BlackBerry UEM product revenue and a decrease of $1.8 million in professional services revenue partially offset by an increase of $5.9 million in BlackBerry QNX royalty revenue.
Europe, Middle East and Africa Revenue
The increase in Europe, Middle East and Africa revenue of $12.8 million was primarily due to an increase of $8.7 million in Secusmart product revenue and an increase of $3.3 million in BlackBerry QNX development seat revenue, partially offset by a decrease of $0.8 million in BlackBerry QNX royalty revenue.
Other Regions Revenue
The increase in Other regions revenue of $8.1 million was primarily due to an increase in of $4.9 million in BlackBerry QNX royalty revenue and an increase of $2.3 million in BlackBerry QNX development seat revenue.
Gross Margin
Consolidated Gross Margin
Consolidated gross margin increased by $17.3 million to approximately $121.4 million in the fourth quarter of fiscal 2026 (fourth quarter of fiscal 2025 - $104.1 million). The increase was primarily due to increases in revenue from QNX and Secusmart software licenses.
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Consolidated Gross Margin Percentage
Consolidated gross margin percentage increased by 4.3%, to approximately 77.8% of consolidated revenue in the fourth quarter of fiscal 2026 (fourth quarter of fiscal 2025 - 73.5%). The increase was primarily due to a change in mix, specifically a higher relative gross margin contributions from Secusmart software licenses and QNX.
Gross Margin and Adjusted EBITDA by Segment
See “Business Overview - Segment Reporting” and “Fiscal 2026 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
February 28, Change February 28, Change February 28, Change
Less amortization included in segment cost of sales — — — — — — 1.5 1.5 —
QNX
The increase in QNX segment adjusted gross margin of $11.8 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 Radar hardware devices.
The increase in QNX segment adjusted gross margin percentage of 1% was due to the same reasons discussed above.
The increase in QNX segment adjusted EBITDA of $2.2 million was primarily due to the reasons discussed above in “Revenue by Segment, partially offset by a decrease in benefit from SIF claims and an increase salaries and benefits expense.
The Company previously stated that it expected QNX segment adjusted EBITDA to be in the range of $17 million to $23 million in the fourth quarter of fiscal 2026. QNX adjusted EBITDA was $21.4 million in the fourth quarter of fiscal 2026.
Secure Communications
The increase in Secure Communications segment adjusted gross margin of $9.4 million was primarily due to the reasons discussed above in “Revenue by Segment” and a higher gross margin contribution from Secusmart due to change in product mix.
The increase in Secure Communications segment adjusted gross margin percentage of 8%was primarily due to a change in mix, specifically an increased gross margin contribution from Secusmart software licenses.
The increase in Secure Communications segment adjusted EBITDA of $6.9 million was primarily due to the reasons discussed above in “Revenue by Segment”, partially offset by an increase in salaries and benefits expense.
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The Company previously stated that it expected Secure Communications segment adjusted EBITDA to be in the range of $11 million to $15 million in the fourth quarter of fiscal 2026. Secure Communications segment adjusted EBITDA was $19.5 million in the fourth quarter of fiscal 2026 due to Secure Communications revenue exceeding previously provided guidance for the reasons described above in “Revenue by Segment”.
Licensing
The decrease in Licensing segment adjusted gross margin of $3.7 million was primarily due to the reasons discussed above in “Revenue by Segment”.
The decrease in Licensing segment adjusted gross margin percentage of 13% was due to the same reasons discussed above.
The increase in Licensing segment adjusted EBITDA of $4.9 million was primarily due a recovery of credit loss provision, partially offset by a decrease in revenue to the reasons discussed above in “Revenue by Segment”.
The Company previously stated that it expected Licensing segment adjusted EBITDA to be approximately $5 million in the fourth quarter of fiscal 2026. Licensing segment adjusted EBITDA was $6.3 million in the fourth quarter of fiscal 2026 due to the reasons noted above.
Operating Expenses
The table below presents a comparison of research and development, sales and marketing, general and administrative and amortization expenses for the quarter ended February 28, 2026, compared to the quarter ended November 30, 2025 and the quarter ended February 28, 2025. The Company believes it is meaningful to provide a sequential comparison between the fourth quarter of fiscal 2026 and the third quarter of fiscal 2026.
For the Three Months Ended(in millions)
Operating expenses
Impairment of long-lived assets 0.9 0.6 4.9 4.7
Impairment of goodwill — — — 15.9
Debentures fair value adjustment — — — 0.5
Litigation settlements — — 2.8 —
Operating Expense as % of Revenue
Impairment of long-lived assets 0.6 % 0.4 % 3.5 % 3.1 %
Impairment of goodwill — % — % — % 10.4 %
Debentures fair value adjustment — % — % — % 0.3 %
Litigation settlements — % — % 2.0 % — %
See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the three months ended February 28, 2026, November 30, 2025, February 28, 2025 and February 29, 2024.
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U.S. GAAP Operating Expenses
Operating expenses increased by $0.5 million, or 0.5% in the fourth quarter of fiscal 2026, compared to $98.0 million in the third quarter of fiscal 2026 primarily due to an increase of $4.6 million in salaries and benefits expense and an increase of $1.8 million in sales incentive plan costs, partially offset by a decrease of $2.9 million in restructuring cost and a recovery of $2.6 million of previously recognized credit losses.
Operating expenses decreased by $13.6 million, or 12.1%, in the fourth quarter of fiscal 2026, compared to $112.1 million in the fourth quarter of fiscal 2025. The decrease was primarily attributable to a decrease of $8.1 million in restructuring costs, a recovery of $7.3 million of previously recognized credit losses, a decrease of $4.4 million in the Company’s deferred share unit costs and a decrease of $4.0 million in impairment of long-lived assets, partially offset by an increase of $5.7 million in variable incentive plan costs and an increase of $5.3 million in salaries and benefits expense.
Adjusted Operating Expenses
Adjusted operating expenses increased by $4.0 million, or 4.7%, to $89.4 million in the fourth quarter of fiscal 2026 compared to $85.4 million in the third quarter of fiscal 2026. The increase was primarily due to an increase of $4.6 million in salaries and benefits expense and an increase of $1.8 million in sales incentive plan costs, partially offset by a recovery of $2.6 million of previously recognized credit losses.
Adjusted operating expenses increased by $2.0 million, or 2.3%, to $89.4 million in the fourth quarter of fiscal 2026, compared to $87.4 million in the fourth quarter of fiscal 2025. The increase was primarily attributable to an increase of $5.7 million in variable incentive costs, an increase of $5.3 million in salaries and benefits costs and a decrease in benefits of $3.5 million in SIF claims filed, partially offset by a recovery of $7.3 million of previously recognized credit losses and a decrease of $4.4 million in the Company’s deferred share unit 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 $10.2 million, or 44.0%, in the fourth quarter of fiscal 2026 compared to the fourth quarter of fiscal 2025, primarily due to an increase in $3.9 million in salaries and benefits expense, a decrease in benefits of $3.5 million in SIF claims filed and an increase of $3.0 million in variable incentive plan costs.
Adjusted research and development expenses increased by $10.1 million, or 45.9%, to $32.1 million in the fourth quarter of fiscal 2026 compared to $22.0 million in the fourth quarter of fiscal 2025, 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 $4.5 million, or 16.6% in the fourth quarter of fiscal 2026 compared to the fourth quarter of fiscal 2025, primarily due to an increase of $3.2 million in salaries and benefits expense, an increase of $1.2 million in sales incentive plan costs and an increase of $0.6 million in stock compensation expense, partially offset by a decrease of $1.0 million in marketing costs.
Adjusted sales and marketing expenses increased by $4.0 million, or 15.2%, to $30.4 million in the fourth quarter of fiscal 2026 compared to $26.4 million in the fourth quarter of fiscal 2025, primarily due to an increase of $3.2 million in salaries and benefits expense and an increase of $1.2 million in sales incentive plan costs, partially offset by a decrease of $1.0 million in marketing costs.
General and administration expenses consist primarily of salaries and benefits, external advisory fees, information technology costs, office and related staffing infrastructure costs.
General and administrative expenses decreased by $19.3 million, or 38.6%, in the fourth quarter of fiscal 2026 compared to the fourth quarter of fiscal 2025. The decrease was primarily due to a decrease of $8.1 million in restructuring costs, a recovery of $7.3 million of previously recognized credit losses and a decrease of $4.4 million in the Company’s deferred share unit cost, partially offset by an increase of $2.2 million in variable incentive plan costs.
Adjusted general and administrative expenses decreased by $11.6 million, or 31.7%, to $25.0 million in the fourth quarter of fiscal 2026 compared to $36.6 million in the fourth quarter of fiscal 2025. The decrease was primarily due to a recovery of $7.3 million of previously recognized credit losses and a decrease of $4.4 million in the Company’s deferred share unit costs, partially offset by an increase of $2.2 million in variable incentive plan costs.
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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 February 28, 2026 compared to the quarter ended February 28, 2025 and for the quarter ended February 28, 2025 compared to the quarter ended February 29, 2024. Intangible assets are comprised of patents, licenses and acquired technology.
For the Three Months Ended(in millions)
Included in Operating Expense
Property, plant and equipment $ 1.2 $ 1.4 $ (0.2) $ 2.0 $ (0.6)
Included in Cost of Sales
Property, plant and equipment $ 0.1 $ 0.1 $ — $ 0.2 $ (0.1)
Total $ 1.6 $ 1.6 $ — $ 1.6 $ —
Amortization included in Operating Expense
The decrease in amortization expense included in operating expense of $2.2 million was primarily due to the lower cost base of acquired technology assets.
Adjusted amortization expense decreased by $0.5 million to $1.9 million in the fourth quarter of fiscal 2026 compared to $2.4 million in the fourth quarter of fiscal 2025 due to the same reasons discussed above on a U.S. GAAP basis.
Amortization included in Cost of Sales
Amortization expense relating to certain property, plant and equipment and intangible assets employed in the Company’s service operations was $1.6 million in the fourth quarter of fiscal 2026 and was consistent with the fourth quarter of fiscal 2025.
Investment Income, Net
Investment income, net, which includes the interest expense from the Debentures, increased by $1.4 million to investment income, net of $3.0 million in the fourth quarter of fiscal 2026 compared to investment income, net of $1.6 million in the fourth quarter of fiscal 2025. The increase in investment income, net is primarily due to higher return on cash and investments in the fourth quarter of fiscal 2026 due to a higher cash and investments balance.
Income Taxes
For the fourth quarter of fiscal 2026, the Company’s net effective income tax expense rate was approximately 6% (fourth quarter of fiscal 2025 - net effective income tax expense rate of approximately 23%). 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, and in particular, the change in loss carry forwards, research and development credits, amongst other items, was 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.
Net Income (loss)
The Company’s net income for the fourth quarter of fiscal 2026 was $24.3 million, or $0.04 basic and diluted net income per share on a U.S. GAAP basis (fourth quarter of fiscal 2025 - net loss of $7.4 million, or $0.01 basic and diluted net loss per share). The year over year change of $31.7 million was primarily due to a loss from discontinued operations in the fiscal 2025 which did not recur, a decrease in operating expenses, as described above in “Operating Expenses”, 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”.
Adjusted net income was $34.0 million in the fourth quarter of fiscal 2026 or $0.06 adjusted basic earnings per share (fourth quarter of fiscal 2025 - adjusted net income of $17.7 million or $0.03 adjusted basic earnings per share). The increase in adjusted net income of $16.3 million was primarily due to the same reasons describe above on a U.S. GAAP basis.
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The weighted average number of shares outstanding was 589 million common shares for basic earnings per share and 644 million common shares for diluted earnings per share for the fourth quarter of fiscal 2026. The weighted average number of shares outstanding was 594 million common shares for basic and diluted loss per share for the fourth quarter of fiscal 2025.
Financial Condition
Liquidity and Capital Resources
Cash, cash equivalents, and investments increased by $22.1 million to $432.4 million as at February 28, 2026 from $410.3 million as at February 28, 2025, primarily due to the receipt of a $38.1 million deferred cash payment from Arctic Wolf and a $30.0 million guaranteed payment from the Malikie Transaction, partially offset by $60.7 million of common share repurchases under the NCIB program.
A comparative summary of cash, cash equivalents, and investments is set out below:
As at(in millions)
______________________________
(1)Includes investments in privately-held companies, including common shares of Arctic Wolf that were received as partial consideration for the sale of the Company’s Cylance endpoint security assets and liabilities to Arctic Wolf. 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)
Current Assets
The decrease in current assets of $23.3 million at the end of fiscal 2026 from the end of fiscal 2025 was primarily due to a decrease in other receivable of $40.9 million and a decrease of $17.7 million in account receivable, net of allowance, partially offset by an increase of $14.1 million in short-term investments, an increase of $12.2 million in other current assets, an increase in cash and cash equivalents of $8.0 million and an increase of $1.0 million in income taxes receivable.
At February 28, 2026, other receivables were $7.5 million, a decrease of $40.9 million from February 28, 2025. The decrease was primarily due to the receipt of a $38.1 million deferred cash payment from Arctic Wolf collected in the fourth quarter of fiscal 2026.
At February 28, 2026, accounts receivable, net of allowance were $156.0 million, a decrease of $17.7 million from February 28, 2025. The decrease was primarily due to the collection of a significant receivable from the Government of Malaysia and a decrease in days sales outstanding to 88.1 days at the end of the fourth quarter of fiscal 2026 from 102.1 days at the end of the fourth quarter of fiscal 2025.
At February 28, 2026, other current assets were $42.2 million, an increase of $12.2 million from February 28, 2025. The increase was primarily due to an increase of $5.0 million in inventory, an increase of $3.1 million in prepaid professional services, an increase of $1.4 million in prepaid revenue share paid to third party and an increase of $1.6 million in prepaid insurance.
At February 28, 2026, income taxes receivable were $2.6 million, an increase of $1.0 million from February 28, 2025. The increase was primarily due to installments made during the period.
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Current Liabilities
The decrease in current liabilities of $76.2 million at the end of fiscal 2026 from the end of fiscal 2025 was primarily due to a decrease of $25.6 million in accounts payable, a decrease of $23.0 million in deferred revenue, current, a decrease in accrued liabilities of $14.5 million and a decrease of $13.1 million in income taxes payable.
At February 28, 2026, income taxes payable were $12.4 million, reflecting a decrease of $13.1 million compared to February 28, 2025, which was primarily due to a change in the quarterly tax provision and installments made during the period.
At February 28, 2026, accounts payable were $5.5 million, reflecting a decrease of $25.6 million from February 28, 2025, which was primarily due to timing of payments.
At February 28, 2026, deferred revenue, current were $138.5 million, which reflects a decrease of $23.0 million compared to February 28, 2025 that was primarily attributable to a $31.9 million decrease in deferred revenue, current related to BlackBerry UEM, partially offset by an increase of $7.4 million in deferred revenue, current related to BlackBerry AtHoc.
At February 28, 2026, accrued liabilities were $111.7 million, reflecting a decrease of $14.5 million compared to February 28, 2025, which was primarily due to a decrease of $5.6 million in operating lease liability, current, a decrease of $4.2 million in litigation accruals, a decrease of $3.8 million in legal accruals, a decrease of $2.3 million in deferred share unit liability, a decrease of $1.7 million in restructuring cost accruals and a decrease of $1.7 million in professional service fee accrual, partially offset by an increase of $5.0 million in variable incentive plan accrual.
Cash flows for the fiscal year ended February 28, 2026 compared to the fiscal year ended February 28, 2025 were as follows:
For the Fiscal Years Ended(in millions)
Net cash flows provided by (used in):
Operating Activities
The increase in net cash flows provided by operating activities of $33.8 million primarily reflects the net changes in working capital.
Investing Activities
During the fiscal year ended February 28, 2026, cash flows provided by investing activities were $15.6 million and included cash proceeds of $38.1 million from the disposal of discontinued operations, partially offset by cash flows used in transactions involving the acquisitions of short-term and long-term investments, net of the proceeds on sale or maturity in the amount of $13.0 million, intangible asset additions of $5.7 million and acquisitions of property, plant and equipment of $3.8 million. During fiscal 2025, cash flows provided by investing activities were $60.7 million and included cash proceeds of $79.8 million from disposal of discontinued operations, partially offset by cash flows used in transactions involving the acquisitions of short-term and long-term investments, net of the proceeds on sale or maturity in the amount of $9.0 million, partially offset by intangible asset additions of $7.0 million and acquisitions of property, plant and equipment of $3.1 million.
Financing Activities
During the fiscal year ended February 28, 2026, cash flow used in financing activities was $58.2 million, primarily due to repurchases of common shares of $60.7 million pursuant to the NCIB share buyback program, offset by $2.5 million in common shares issued upon the exercise of stock options and under the employee share purchase plan.
During the fiscal year ended February 28, 2026, the Company repurchased 15.6 million common shares at a cost of $60.7 million. See Part II, Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for further information on the Company’s NCIB share buyback program.
Debt Financing and Other Funding Sources
See Note 7 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 $365.0 million aggregate
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principal amount of convertible debentures issued in September 2020, which matured in November 2023 (the “2020 Debentures”), and the $150.0 million aggregate principal amount of convertible debentures issued in November 2023, which matured in February 2024 (the “Extension Debentures” and, collectively with the Notes and the 2020 Debentures, the “Debentures”, and the “2020 Debentures” collectively with the Extension Debentures, the “Prior Debentures”).
The Company has $14.2 million in collateralized outstanding letters of credit in support of certain leasing arrangements entered into in the ordinary course of business. See Note 4 to the Consolidated Financial Statements for further information concerning the Company’s restricted cash.
Cash, cash equivalents, and investments were approximately $432.4 million as at February 28, 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 generation and operating expense reduction activities, should be 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 February 28, 2026:
(in millions)
Total Short-term (next 12 months) Long-term (>12 months)
Operating lease obligations $ 31.9 $ 11.1 $ 20.8
Purchase obligations and commitments 67.2 67.2 —
Debt interest and principal payments 218.0 6.0 212.0
Total contractual and other obligations as at February 28, 2026 increased by approximately $4.3 million as compared to the February 28, 2025 balance of approximately $312.8 million, which was attributable to an increase in purchase obligation and commitments of $27.0 million offset by decreases in operating lease obligations and debt interest payments.
The Company does not have any material off-balance sheet arrangements.
Accounting Policies and Critical Accounting Estimates
Accounting Policies
See Note 1 to the Consolidated Financial Statements for a description of the Company’s significant accounting policies.
Critical Accounting Estimates
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 assets and liabilities.
The Company’s critical accounting estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in them have had or are reasonably likely to have a material effect on the Company’s financial condition or results of operations. Accordingly, actual results could differ materially from the Company’s estimates. The Company’s estimates are based on past experience and other assumptions that it believes is reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. The Company’s critical accounting estimates have been reviewed and discussed with the Company’s Audit & Risk Management Committee and are set out below.
Valuation of Long-Lived Assets
The Company’s determination of its asset groups, its primary asset and its remaining useful life, and estimated cash flows are significant factors in assessing the recoverability of the Company’s assets for the purposes of LLA impairment testing. The current macroeconomic environment and competitive dynamics continue to be challenging to the Company’s business and the Company cannot be certain of the duration of these conditions and their potential impact on the Company’s future financial results and cash flows. The Company’s share price can be affected by, among other things, changes in industry or market conditions, including the effect of competition, changes in the Company’s results of operations, changes in the Company’s forecasts or market expectations relating to future results, and the Company’s strategic initiatives and the market’s assessment of any such factors. See Part 1, Item 1A “Risk Factors - The market price of the Company’s common shares is volatile”. A decline in the Company’s performance, future changes to the Company’s assumptions and estimates used in the LLA impairment test, particularly the expected future cash flows, remaining useful life of the primary asset and terminal value of the
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asset group, may result in further impairment charges in future periods of some or all of the assets on the Company’s balance sheet. Although it does not affect the Company’s cash flow, an impairment charge to earnings has the effect of decreasing the Company’s earnings or increasing the Company’s losses, as the case may be.
Valuation of Goodwill Reporting Units
Goodwill represents the excess of the acquisition price in a business combination over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized but is tested for impairment annually on December 31 or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group.
In the annual impairment test, the Company first assesses whether it is more likely than not that an impairment is present in goodwill based upon qualitative factors including macroeconomic factors, industry trends, cost factors, overall financial performance and the Company’s share price and resultant market value capitalization in comparison to its book value. If the Company determines that it is more likely than not that impairment exists in one of its reporting units, it then conducts an analysis of the carrying value of the reporting unit, including goodwill, compared with its fair value. The estimated fair value is determined utilizing multiple approaches based on the nature of the reporting units being valued. In its analysis, the Company utilizes multiple valuation techniques, including the income approach using a discounted future cash flow model, market-based approaches, and the asset value approach. The analysis requires significant judgment, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rates of revenue growth for the Company’s reporting units, estimation of the useful life over which cash flows will occur, terminal growth rates, profitability measures, and determination of the discount rates for the reporting units. The carrying value of the Company’s assets is assigned to reporting units using reasonable methodologies based on the asset type. When the carrying value of a reporting unit exceeds its fair value, goodwill of the reporting unit is considered to be impaired and written down to its fair value. Different judgments could yield different results.
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. There have been no changes in the Company’s judgement in determining the valuation allowance for the fiscal year ended February 28, 2026. 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. There have been no changes to the method with which the Company estimates the valuation allowance for the interim quarters during the fiscal year ended February 28, 2026.
Revenue Recognition
Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. Any estimates, including any constraints on variable consideration, are evaluated at each reporting period. To the extent the transaction price in a contract with a customer includes variable consideration, the Company estimates the amount of variable consideration that should be included in the price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. The Company also estimates whether and how much variable consideration is subject to constraint if it cannot conclude it is probable that a significant reversal in revenue will not occur, due to factors such as: the consideration being highly susceptible to factors outside the Company’s influence, the period of time before the variable consideration is resolved, the Company’s previous experience with similar contracts, the Company’s history of price concessions or changing of payment terms, and whether there is a large number and broad range of possible variable consideration amounts. Apart from future revenues from the Malikie Transaction which are constrained, there have been no material changes to the Company’s assumptions or estimates on any material variable consideration for the fiscal year ended February 28, 2026.
Judgment is required to determine the SSP for each distinct performance obligation. The Company’s products and services often have observable SSP when the Company sells a promised product or service separately to similar customers. A contractually stated price or list price for a good or service may be the SSP of that good or service. However, in instances where SSP is not directly observable, the Company determines the SSP by maximizing observable inputs and using an adjusted
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market assessment approach using information that may include market conditions and other observable inputs from the Company’s pricing team, including historical SSP.
ITEM 7A. 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 fiscal 2026 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 February 28, 2026, approximately 15% of cash and cash equivalents, 22% of accounts receivables and 46% of accounts payable were denominated in foreign currencies (February 28, 2025 – 19%, 29% and 71%, 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 February 28, 2026 or February 28, 2025 (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 7 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 February 28, 2026 was $3.4 million (February 28, 2025 - $6.6 million). There were two customers that comprised more than 10% of accounts receivable as at February 28, 2026 (February 28, 2025 - two customers comprised more than 10%). As at February 28, 2026, the percentage of the Company’s receivable balance that was past due decreased by 15.8% compared to February 28, 2025. 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 distributor partners exists. The occurrence of such delays or challenges in obtaining timely payments could negatively impact the Company’s liquidity and financial condition. There was one customer that comprised 12% of the Company’s revenue in fiscal 2026 (fiscal 2025 - one customer that comprised 14%).
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.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page No.
Report of Independent Registered Public Accounting Firm (PCAOB ID 271) 61
Consolidated Balance Sheets
Consolidated Statements of Shareholders’ Equity
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements 69
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of BlackBerry Limited
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of BlackBerry Limited and its subsidiaries (the Company) as of February 28, 2026 and February 28, 2025, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders’ equity and of cash flows for each of the three years in the period ended February 28, 2026, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of February 28, 2026, based on criteria established in Internal Control ‒ Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 28, 2026 and February 28, 2025, and the results of its operations and its cash flows for each of the three years in the period ended February 28, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 28, 2026, based on criteria established in Internal Control ‒ Integrated Framework (2013)issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Qualitative Goodwill Impairment Assessment
As described in Notes 1, 4 and 5 to the consolidated financial statements, the Company’s goodwill balance was $479.1 million as of February 28, 2026. Goodwill is tested for impairment annually, on December 31, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. In the annual impairment test, management first assesses whether it is more likely than not that an impairment is present in goodwill based upon qualitative factors (the qualitative goodwill impairment assessment). If management determines that it is more likely than not that impairment exists in one of its reporting units, it then conducts an analysis of the carrying value of the reporting unit, including goodwill, compared with its fair value. When the carrying value of a reporting unit exceeds its fair value, goodwill of the reporting unit is considered to be impaired and written down to its fair value. As disclosed by management, management uses significant judgment in assessing the qualitative factors to be considered in the qualitative goodwill impairment assessment, including macroeconomic factors, industry trends, cost factors, overall financial performance and the Company’s share price and resultant market value capitalization in comparison to its book value.
The principal considerations for our determination that performing procedures relating to the qualitative goodwill impairment assessment is a critical audit matter are the significant judgment by management in assessing the qualitative factors in the qualitative goodwill impairment assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value; and a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s qualitative goodwill impairment assessment of macroeconomic factors, industry trends, cost factors, overall financial performance and the Company’s share price and resultant market value capitalization in comparison to its book value.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s qualitative goodwill impairment assessment. These procedures also included, among others, evaluating the reasonableness of management’s qualitative goodwill impairment assessment related to macroeconomic factors, industry trends, cost factors, overall financial performance and the Company’s share price and resultant market value capitalization in comparison to its book value by (i) considering current and past performance of the reporting units; (ii) considering consistency with external market and industry data; (iii)
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comparing share price trends and market value capitalization for the Company at various points during year to third party market data; and (iv) considering consistency with evidence obtained in other areas of the audit.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants, Licensed Public Accountants
Toronto, Canada
April 9, 2026
We have served as the Company's auditor since 2020.