← Back to BB filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with the unaudited interim consolidated financial statements and the accompanying notes (the “Consolidated Financial Statements”) of BlackBerry Limited for the three months ended May 31, 2026, included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as the Company’s audited consolidated financial statements and accompanying notes and MD&A for the fiscal year ended February 28, 2026 (the “Annual MD&A”) included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2026 (the “Annual Report”). The Consolidated Financial Statements are presented in U.S. dollars and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). All financial information in this MD&A is presented in U.S. dollars, unless otherwise indicated.
Additional information about the Company, which is included in the Company’s Annual Report, can be found on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov.
Cautionary Note Regarding Forward-Looking Statements
This MD&A contains forward-looking statements within the meaning of certain securities laws, including under the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including statements relating to:
•the Company’s plans, strategies and objectives, including its expectations regarding the Alloy Kore™ vehicle software platform;
•the Company’s expectations with respect to its total and segment revenue and adjusted EBITDA, non-GAAP EPS and operating cash flow in the second quarter of fiscal 2027 and for fiscal 2027 as a whole;
•the Company’s estimates of purchase obligations and other contractual commitments; and
•the Company’s expectations with respect to the sufficiency of its financial resources.
The words “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “could”, “intend”, “believe”, “target”, “plan” and similar expressions are intended to identify forward-looking statements in this MD&A, including in the sections entitled “Business Overview”, “Business Overview - Products and Services”, “Results of Operations - Three months ended May 31, 2026 compared to the three months ended May 31, 2025 - Revenue - Revenue by Segment”, “Results of Operations - Three months ended May 31, 2026 compared to the three months ended May 31, 2025 - Revenue - Adjusted Gross Margin and Adjusted EBITDA by Segment”, “Results of Operations - Three months ended May 31, 2026 compared to the three months ended May 31, 2025 - Net Income” and “Financial Condition - Contractual and Other Obligations”. Forward-looking statements are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate in the circumstances, including but not limited to, the Company’s expectations regarding its business, strategy, opportunities and prospects, the launch of new products and services, general economic conditions, competition, and the Company’s expectations regarding its financial performance. Many factors could cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the risk factors discussed in Part I, Item 1A “Risk Factors” in the Annual Report.
All of these factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking statements. Any statements that are forward-looking statements are intended to enable the Company’s shareholders to view the anticipated performance and prospects of the Company from management’s perspective at the time such statements are made, and they are subject to the risks that are inherent in all forward-looking statements, as described above, as well as difficulties in forecasting the Company’s financial results and performance for future periods, particularly over longer periods, given changes in technology and the Company’s business strategy, evolving industry standards, intense competition and short product life cycles that characterize the industries in which the Company operates. See the “Strategy” subsection in Part I, Item 1 “Business” of the Annual Report.
The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
28
Business Overview
Founded in 1984, the Company equips leading automakers, governments and regulated industries with secure, reliable software that drives productivity, resilience and mission-critical performance. Based in Waterloo, Ontario, the Company has two core divisions, QNX and Secure Communications, each addressing large and growing market opportunities.
The Company’s QNX division develops safe, reliable software for embedded systems across technology-driven industries, including automotive, medical devices, robotics, and industrial automation. The world’s leading automotive OEMs and Tier 1 suppliers rely on QNX® technology, which enables more than 275 million vehicles.
The Company’s Secure Communications division delivers operational resiliency with a government-grade portfolio of secure, certified solutions for mobile fortification, critical communications and crisis management.
The Company was incorporated under the Business Corporations Act (Ontario) and has amalgamated with several of its wholly-owned subsidiaries, the last occurring through the filing of articles of amalgamation on November 4, 2013. The Company’s common shares trade under the ticker symbol “BB” on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”).
Products and Services
The Company has a rich pedigree in innovation and has developed a range of products and services that assist customers in addressing their needs as their industries evolve, which are structured in three divisions: QNX, Secure Communications and Licensing.
QNX
The QNX division consists of QNX®, BlackBerry Radar® and BlackBerry® Certicom®.
With 45 years of embedded software expertise and a rich intellectual property portfolio, QNX is an industry leader whose high-performance foundational software enables major automakers and industrial giants alike to unlock transformative applications, drive new revenue streams and launch innovative business models, all without sacrificing safety, security and reliability. QNX is a trusted supplier of operating systems, hypervisors, middleware and development tools that help reduce hardware dependency while enabling new possibilities in high-performance computing, standards-based virtualization technologies, and cloud enablement.
QNX offers a growing portfolio of safety-certified, secure and reliable platform solutions and is focused on achieving design wins with automotive OEMs, Tier 1 vendors and automotive semiconductor suppliers. These solutions include the BlackBerry QNX real-time operating system (RTOS), QNX® Hypervisor for Safety and QNX® Software Development Platform (SDP), as well as other products designed to alleviate the challenges of compliance with ISO 26262, the automotive industry’s functional safety standard. The QNX pre-certified microkernel operating system is specifically tailored for safety-critical embedded systems and toolchains that are pre-qualified for building these systems. The QNX Hypervisor for Safety prevents safety systems from potential impact of malfunction in other systems. These products help to reduce time to market and developer friction.
QNX and Vector Informatik GmbH recently introduced Alloy Kore, a foundational vehicle software platform designed to simplify and accelerate the development of software-defined vehicles. Alloy Kore integrates QNX’s safety-certified RTOS and virtualization capabilities and Vector’s safe middleware modules to deliver a lightweight, scalable foundation for deploying applications across vehicle domains. The Company believes that Alloy Kore has the potential to expand average selling prices by multiples on a per-vehicle basis and drive meaningful backlog growth.
QNX is also a preferred supplier of embedded systems for companies building medical devices, robotics, physical AI solutions, rail systems, industrial automation solutions, aerospace and defence systems, and other mission-critical applications. QNX solutions offer the performance, determinism, and trust necessary to enable physical AI systems, being autonomous systems that engage with and act in the real world, powering them to run safely, predictably and at scale. QNX collaborates closely with customers to understand their specific requirements and more quickly and effectively develop solutions to meet their evolving needs.
BlackBerry Radar is a family of asset monitoring and telematics solutions for the transportation and logistics industry. The BlackBerry Radar solution includes devices and secure cloud-based dashboards for tracking containers, trailers, chassis, flatbeds and heavy machinery, for reporting locations and sensor data, and for enabling custom alerts and fleet management analytics.
BlackBerry Certicom leverages patented elliptic curve cryptography to provide device security, anti-counterfeiting and product authentication solutions to deliver end-to-end security with managed public key infrastructure, code signing, and other applied cryptography and key management solutions.
29
The QNX division also provides engineering consulting services, including services to assist OEM customers to bring their products to market on time, as well as services to ensure compliance with relevant functional safety standards.
Secure Communications
The Secure Communications division consists of BlackBerry® SecuSUITE®, BlackBerry® UEM and BlackBerry® AtHoc®.
BlackBerry SecuSUITE is a certified, multi-OS voice, messaging and file-sharing solution with advanced encryption, anti-eavesdropping and continuous authentication capabilities, providing a maximum level of security on conventional mobile devices for classified and restricted government use.
The Company’s endpoint management offerings include BlackBerry UEM, BlackBerry® Dynamics™, BlackBerry® Workspaces, and BlackBerry Messenger (BBM®) Enterprise. BlackBerry UEM employs a containerized approach to manage and secure devices, third party and custom applications, identity, content and endpoints across all leading operating systems, as well as providing regulatory compliance tools. BlackBerry Dynamics offers a best-in-class development platform and secure container for mobile applications, including the Company’s own enterprise applications such as BlackBerry® Work and BlackBerry® Connect for secure collaboration. BlackBerry Workspaces is a secure Enterprise File Sync and Share (EFSS) solution. BBM Enterprise is an enterprise-grade secure instant messaging solution for messaging, voice and video.
BlackBerry AtHoc is a secure, networked crisis communications platform that enables people, devices and organizations to exchange information in real time during business continuity and emergency operations, promoting public safety and protecting critical infrastructure. The platform securely connects with a diverse set of endpoints to distribute mass notifications, improve personnel accountability and facilitate the bidirectional collection and sharing of data within and between organizations.
The Secure Communications division also provides enterprise consulting services, including platform-agnostic strategies to address mobility-based challenges, providing expert deployment support, end-to-end delivery (from system design to user training), application consulting, and experienced project management.
Licensing
The Licensing division is responsible for the management and monetization of the Company’s global patent portfolio. The Company owns rights to an array of patented and patent pending technologies which include, but are not limited to, operating systems, networking infrastructure, acoustics, messaging, enterprise software, automotive subsystems, cybersecurity, cryptography and wireless communications. The portfolio provides a competitive advantage in the Company’s core product areas and generates revenue through patent licensing, sales and enforcement activities.
Recent Developments
The Company has continued to execute on its strategy in fiscal 2027 and announced the following significant achievements during the most recent quarter:
•The integration of QNX® OS for Safety 8.0 with NVIDIA IGX Thor and the NVIDIA Halos Safety Stack;
•The selection of QNX SDP 8.0 and QNX Hypervisor for Safety 8.0 by Leapmotor for its forthcoming premium electric SUV, the D19;
•A collaboration between QNX and TKMS in support of Canada’s patrol submarine program, including the adoption by TKMS of QNX’s trusted foundational software across its next‑generation naval platforms;
•The release of QNX Hypervisor 8.0 for Safety, the next-generation, safety-certified embedded virtualization platform from QNX;
•Expanded support for AMD Ryzen Embedded x86 processors on QNX SDP 8.0;
•The renewal and expansion of the Company’s multi-year agreement with the Government of Canada, including a significant increase in the deployment of BlackBerry SecuSUITE;
•Announced the achievement of FedRAMP Class D (High) re-certification for BlackBerry AtHoc; and
•The renewal of the Company’s normal course issuer bid share buyback program for up to 26.8 million common shares.
30
First Quarter Fiscal 2027 Summary Results of Operations
The following table sets forth certain consolidated statements of operations data for the quarter ended May 31, 2026 compared to the quarter ended May 31, 2025 under U.S. GAAP:
For the Three Months Ended(in millions, except for share and per share amounts)
May 31, 2026 May 31, 2025 Change
Revenue $ 152.9 $ 121.7 $ 31.2
Gross margin 119.7 90.3 29.4
Operating expenses 104.4 88.3 16.1
Investment income, net 1.1 2.9 (1.8)
Income before income taxes 16.4 4.9 11.5
Provision for income taxes 7.9 3.0 4.9
Net income $ 8.5 $ 1.9 $ 6.6
Earnings per share - reported
Basic $ 0.01 $ 0.00
Diluted $ 0.01 $ 0.00
Weighted-average number of shares outstanding (000’s)
Basic 586,741 596,300
Diluted (1) 593,193 600,831
______________________________
(1)Diluted earnings per share on a U.S. GAAP basis for the first quarter of fiscal 2027 and fiscal 2026 does not include the dilutive effect of the Notes (as defined in “Financial Condition - Debt Financing and Other Funding Sources”), as to do so would be anti-dilutive. Diluted earnings per share on a U.S. GAAP basis for the first quarter of fiscal 2027 and fiscal 2026 includes the dilutive effect of stock-based compensation. See Note 7 to the Consolidated Financial Statements for the Company’s calculation of the diluted weighted average number of shares outstanding.
31
The following table shows information by operating segments for the three months ended May 31, 2026 and May 31, 2025. The Company reports segment information in accordance with U.S. GAAP, pursuant to the Financial Accounting Standards Board’s Accounting Standard Codification Topic 280, Segment Reporting, based on the “management” approach. The management approach designates the internal reporting used by the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance of the Company’s reportable operating segments. The measure of segment profit or loss disclosed by the Company in the Consolidated Financial Statements under the “management” approach in reviewing the results of the Company’s operating segments is segment adjusted gross margin. Additionally, the following tables include the additional measures of segment profit or loss used by the CODM which is segment adjusted EBITDA, a non-GAAP financial measure, which excludes amounts related to investment income, taxes, amortization, restructuring charges, stock compensation expenses and long-lived asset impairment charge. For the three months ended May 31, 2026, the Company presented segment adjusted EBITDA results excluding amortization in segment research and development, segment sales and marketing and segment general and administrative to align to the operating expense presentation on the Consolidated Statement of Operations. For purposes of comparability, the Company’s segment adjusted EBITDA for the three months ended May 31, 2025 has been updated to conform to the current year’s presentation. See Note 10 to the Consolidated Financial Statements for a description of the Company’s operating segments.
For the Three Months Ended
(in millions)
QNX Secure Communications Licensing
May 31, Change May 31, Change May 31, Change
2026 2025 2026 2025 2026 2025
Segment revenue $ 72.3 $ 57.5 $ 14.8 $ 73.6 $ 59.5 $ 14.1 $ 7.0 $ 4.7 $ 2.3
Segment cost of sales 10.4 11.2 (0.8) 20.8 18.1 2.7 1.5 1.6 (0.1)
Segment adjusted gross margin $ 61.9 $ 46.3 $ 15.6 $ 52.8 $ 41.4 $ 11.4 $ 5.5 $ 3.1 $ 2.4
Segment research and development 18.9 12.3 6.6 12.6 11.2 1.4 — — —
Segment sales and marketing 15.6 13.2 2.4 12.3 13.6 (1.3) — — —
Segment general and administrative 8.1 8.1 — 7.8 7.1 0.7 0.8 0.9 (0.1)
Less amortization included in segment cost of sales — — — 0.1 0.1 — 1.5 1.6 (0.1)
Segment adjusted EBITDA (1) $ 19.3 $ 12.7 $ 6.6 $ 20.2 $ 9.6 $ 10.6 $ 6.2 $ 3.8 $ 2.4
______________________________
(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.
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.
32
Financial Highlights
The Company had approximately $422.9 million in cash, cash equivalents and investments as of May 31, 2026 (February 28, 2026 - $432.4 million).
In the first quarter of fiscal 2027, the Company recognized revenue of $152.9 million and net income of $8.5 million, or $0.01 basic and diluted earnings per share, on a U.S. GAAP basis (first quarter of fiscal 2026 - revenue of $121.7 million and net income of $1.9 million, or $0.00 basic and diluted earnings per share).
The Company recognized adjusted net income of $25.4 million, and adjusted basic earnings of $0.04 per share, on a non-GAAP basis in the first quarter of fiscal 2027 (first quarter of fiscal 2026 - adjusted net income of $10.8 million and adjusted basic earnings of $0.02 per share). See “Non-GAAP Financial Measures” below.
Non-GAAP Financial Measures
The Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, and information contained in this MD&A is presented on that basis. On June 25, 2026, the Company announced financial results for the three months ended May 31, 2026, which included certain non-GAAP financial measures and non-GAAP ratios, including adjusted gross margin, adjusted gross margin percentage, adjusted operating expenses, adjusted net income, adjusted earnings per share, adjusted research and development expense, adjusted sales and marketing expense, adjusted general and administrative expense, adjusted amortization expense, adjusted operating income, adjusted EBITDA, segment adjusted EBITDA, adjusted operating income margin percentage, adjusted EBITDA margin percentage and free cash flow (usage). These non-GAAP financial measures and non-GAAP ratios do not have any standardized meaning as prescribed by U.S. GAAP and are therefore unlikely to be comparable to similar measures presented by other companies.
In the Company’s internal reports, management evaluates the performance of the Company’s business on a non-GAAP basis by excluding the impact of certain items below from the Company’s U.S. GAAP financial results. The Company believes that these non-GAAP financial measures and non-GAAP ratios provide management, as well as readers of the Company’s financial statements, with a consistent basis for comparison across accounting periods and are useful in helping management and readers understand the Company’s operating results and underlying operational trends. Beginning with the fiscal quarter ended May 31, 2026, the Company has included deferred share units revaluation adjustment as a non-GAAP adjustment and has applied this adjustment to comparative period. Non-GAAP financial measures and non-GAAP ratios exclude certain amounts as described below:
•Restructuring charges. The Company believes that restructuring charges relating to employee termination benefits, exiting facilities, streamlining many of the Company’s centralized corporate functions into QNX and Secure Communications specific teams, and other costs pursuant to programs to reduce the Company’s annual expenses amongst R&D, infrastructure and other functions do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
•Stock compensation expenses. Equity compensation is a non-cash expense and does not impact the ongoing operating decisions taken by the Company’s management.
•Amortization of acquired intangible assets. When the Company acquires intangible assets through business combinations, the assets are recorded as part of purchase accounting and contribute to revenue generation. Such acquired intangible assets depreciate over time and the related amortization will recur in future periods until the assets have been fully amortized. This is not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
•Long-lived asset impairment charge. The Company believes that long-lived asset impairment charges (“LLA impairment charge”) do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
•Deferred share units revaluation adjustment. The Company measures its deferred share units (“DSUs”) at fair value as liability-classified awards in accordance with U.S. GAAP. Each period, the fair value of the DSUs is remeasured and the resulting gain and loss from the change in fair value of these liability-classified awards are recognized in income. The amount varies each period depending on changes in the Company’s share price, which is influenced by market factors in addition to Company performance. This is not indicative of the Company’s core operating performance and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
On a U.S. GAAP basis, the impacts of these items are reflected in the Company’s income statement. However, the Company believes that the provision of supplemental non-GAAP measures allows investors to evaluate the financial performance of the
33
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 May 31, 2026 and May 31, 2025
Readers are cautioned that adjusted gross margin, adjusted gross margin percentage, adjusted operating expenses, 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. These non-GAAP financial measures should be considered in the context of the U.S. GAAP results, which are described in this MD&A and presented in the Consolidated Financial Statements.
A reconciliation of the most directly comparable U.S. GAAP gross margin and gross margin percentage for the three months ended May 31, 2026 and May 31, 2025 to both adjusted gross margin and adjusted gross margin percentage are reflected in the table below:
For the Three Months Ended (in millions) May 31, 2026 May 31, 2025
Gross margin $ 119.7 $ 90.3
Stock compensation expense 0.5 0.5
Adjusted gross margin $ 120.2 $ 90.8
Gross margin % 78.3 % 74.2 %
Stock compensation expense 0.3 % 0.4 %
Adjusted gross margin % 78.6 % 74.6 %
Reconciliation of U.S. GAAP operating expenses for the three months ended May 31, 2026 and May 31, 2025 to adjusted operating expenses is reflected in the table below:
For the Three Months Ended (in millions) May 31, 2026 May 31, 2025
Operating expenses $ 104.4 $ 88.3
Restructuring charges 0.3 2.9
Stock compensation expense 6.0 5.2
Acquired intangibles amortization — 1.7
LLA impairment charge 0.1 0.1
Deferred share units revaluation adjustment 10.0 (1.5)
Adjusted operating expenses $ 88.0 $ 79.9
34
Reconciliation of U.S. GAAP net income and U.S. GAAP basic earnings per share for the three months ended May 31, 2026 and May 31, 2025 to adjusted net income and adjusted basic earnings per share is reflected in the table below:
For the Three Months Ended (in millions, except per share amounts) May 31, 2026 May 31, 2025
Basic earnings per share Basic earnings per share
Net income $ 8.5 $ 0.01 $ 1.9 $ 0.00
Restructuring charges 0.3 2.9
Stock compensation expense 6.5 5.7
Acquired intangibles amortization — 1.7
LLA impairment charge 0.1 0.1
Deferred share units revaluation adjustment 10.0 (1.5)
Adjusted net income $ 25.4 $ 0.04 $ 10.8 $ 0.02
Reconciliation of U.S. GAAP research and development, sales and marketing, general and administrative, and amortization expense for the three months ended May 31, 2026 and May 31, 2025 to adjusted research and development, sales and marketing, general and administrative, and amortization expense is reflected in the table below:
For the Three Months Ended (in millions) May 31, 2026 May 31, 2025
Research and development $ 33.0 $ 25.0
Stock compensation expense 1.5 1.3
Adjusted research and development expense $ 31.5 $ 23.7
Sales and marketing $ 29.5 $ 28.7
Stock compensation expense 1.1 1.4
Adjusted sales and marketing expense $ 28.4 $ 27.3
General and administrative $ 39.3 $ 30.5
Restructuring charges 0.3 2.9
Stock compensation expense 3.4 2.5
Deferred share units revaluation adjustment 10.0 (1.5)
Adjusted general and administrative expense $ 25.6 $ 26.6
Amortization $ 2.5 $ 4.0
Acquired intangibles amortization — 1.7
Adjusted amortization expense $ 2.5 $ 2.3
35
Reconciliation of U.S. GAAP operating income to adjusted operating income, adjusted EBITDA, adjusted operating income margin percentage and adjusted EBITDA margin percentage for the three months ended May 31, 2026 and May 31, 2025 is reflected in the table below.
For the Three Months Ended (in millions) May 31, 2026 May 31, 2025
Operating income $ 15.3 $ 2.0
Non-GAAP adjustments to operating income
Restructuring charges 0.3 2.9
Stock compensation expense 6.5 5.7
Acquired intangibles amortization — 1.7
LLA impairment charge 0.1 0.1
Deferred share units revaluation adjustment 10.0 (1.5)
Total non-GAAP adjustments to operating income 16.9 8.9
Adjusted operating income 32.2 10.9
Amortization 4.1 5.7
Acquired intangibles amortization — (1.7)
Adjusted EBITDA $ 36.3 $ 14.9
Revenue $ 152.9 $ 121.7
Adjusted operating income margin % (1) 21% 9%
Adjusted EBITDA margin % (2) 24% 12%
______________________________
(1) Adjusted operating income margin % is calculated by dividing adjusted operating income by revenue.
(2) Adjusted EBITDA margin % is calculated by dividing adjusted EBITDA by revenue.
The CODM also uses 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, restructuring charges, stock compensation expenses and long-lived asset impairment. The following table reconciles the U.S. GAAP measures of segment profit or loss disclosed by the Company in the Consolidated Financial Statements from segment adjusted gross margin to segment adjusted EBITDA for the three months ended May 31, 2026 and May 31, 2025.
For the Three Months Ended
(in millions)
QNX Secure Communications Licensing
May 31, May 31, May 31,
2026 2025 2026 2025 2026 2025
Segment adjusted gross margin $ 61.9 $ 46.3 $ 52.8 $ 41.4 $ 5.5 $ 3.1
Segment research and development 18.9 12.3 12.6 11.2 — —
Segment sales and marketing 15.6 13.2 12.3 13.6 — —
Segment general and administrative 8.1 8.1 7.8 7.1 0.8 0.9
Less amortization included in segment cost of sales — — 0.1 0.1 1.5 1.6
Segment adjusted EBITDA $ 19.3 $ 12.7 $ 20.2 $ 9.6 $ 6.2 $ 3.8
36
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 (usage) trends in the Company’s business.
Reconciliation of U.S. GAAP net cash provided by (used in) operating activities for the three months ended May 31, 2026 and May 31, 2025 to free cash flow (usage) is reflected in the table below:
For the Three Months Ended (in millions) May 31, 2026 May 31, 2025
Net cash provided by (used in) operating activities $ 4.6 $ (18.0)
Acquisition of property, plant and equipment (2.9) (0.9)
Free cash flow (usage) $ 1.7 $ (18.9)
Key Metrics
The Company regularly monitors a number of financial and operating metrics, including the following key metrics, in order to measure the Company’s current performance and estimated future performance. Readers are cautioned that Secure Communications annual recurring revenue (“ARR”) and Secure Communications dollar-based net retention rate (“DBNRR”) do not have any standardized meaning and are unlikely to be comparable to similarly titled measures reported by other companies.
Comparative breakdowns of certain key metrics for the three months ended or as at May 31, 2026 and May 31, 2025 are set forth below.
For the Three Months Ended (in millions) May 31, 2026 May 31, 2025 Change
Secure Communications Annual Recurring Revenue $ 220 $ 209 $ 11
Secure Communications Dollar-Based Net Retention Rate 92 % 92 % — %
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 $220 million as at May 31, 2026 and increased compared to $218 million as at February 28, 2026 and $209 million as at May 31, 2025.
Secure Communications Dollar-Based Net Retention Rate
The Company calculates the Secure Communications DBNRR as of period end by first calculating the Secure Communications ARR from the customer base as at 12 months prior to the current period end (“Prior Period ARR”). The Company then calculates the Secure Communications ARR for the same cohort of customers as at the current period end (“Current Period ARR”). The Company then divides the Current Period ARR by the Prior Period ARR to calculate the DBNRR. The Company uses DBNRR as an indicator of business momentum for the Secure Communications business.
Secure Communications DBNRR was 92% as at May 31, 2026 and decreased compared to 94% as at February 28, 2026 and was consistent with 92% as at May 31, 2025.
37
Results of Operations - Three months ended May 31, 2026 compared to the three months ended May 31, 2025
Revenue
Revenue by Segment
Comparative breakdowns of revenue by segment are set forth below.
For the Three Months Ended(in millions)
May 31, 2026 May 31, 2025 Change
Revenue by Segment
QNX $ 72.3 $ 57.5 $ 14.8
Secure Communications 73.6 59.5 14.1
Licensing 7.0 4.7 2.3
$ 152.9 $ 121.7 $ 31.2
% Revenue by Segment
QNX 47.3 % 47.2 %
Secure Communications 48.1 % 48.9 %
Licensing 4.6 % 3.9 %
100.0 % 100.0 %
QNX
The increase in QNX revenue of $14.8 million was primarily due to an increase of $7.5 million in development license revenue, an increase of $4.2 million in royalty revenue, an increase of $1.5 million in BlackBerry Radar revenue and an increase of $1.2 million in professional services revenue.
The Company previously stated that it expected QNX revenue to be in the range of $60 million to $64 million in the first quarter of fiscal 2027. QNX revenue in the first quarter of fiscal 2027 was $72.3 million due to stronger than expected royalty revenue.
The Company expects QNX revenue to be in the range of $70 million to $75 million in the second quarter of fiscal 2027. The Company previously stated that it expected QNX revenue to be in the range of $290 million to $307 million in fiscal 2027 as a whole. The Company now expects QNX revenue to be in the range of $295 million to $312 million in fiscal 2027 as a whole due to stronger than expected QNX revenue in the first quarter of fiscal 2027.
Secure Communications
The increase in Secure Communications revenue of $14.1 million was primarily due to an increase of $15.3 million in BlackBerry SecuSUITE product revenue, partially offset by a $0.8 million decrease in BlackBerry UEM product revenue.
The Company previously stated that it expected Secure Communications revenue to be in the range of $66 million to $70 million in the first quarter of fiscal 2027. Secure Communications revenue in the first quarter of fiscal 2027 was $73.6 million due to stronger than expected BlackBerry SecuSUITE product revenue.
The Company expects Secure Communications revenue to be in the range of $57 million to $63 million in the second quarter of fiscal 2027.
38
Licensing
The increase in Licensing revenue of $2.3 million was primarily due to an increase in revenue from the Company’s intellectual property licensing arrangements.
The Company previously stated that it expected Licensing revenue to be approximately $6 million in each of the four quarters of fiscal 2027. Licensing revenue in the first quarter of fiscal 2027 was $7 million. The Company now expects Licensing revenue to be approximately $10 million in the second quarter of fiscal 2027 due to improvement in the pipeline of direct licensing opportunities.
The Company previously stated that it expected Licensing revenue to be approximately $24 million for fiscal 2027 as a whole. The Company now expects licensing revenue to be approximately $29 million for fiscal 2027 as a whole due to the reason noted above regarding the second quarter of fiscal 2027.
Total BlackBerry Revenue
The Company previously stated that it expected total BlackBerry revenue to be approximately $132 million to $140 million in the first quarter of fiscal 2027. Total BlackBerry revenue was $152.9 million in the first quarter of fiscal 2027, better than expected due to the reasons noted above in “Revenue by Segment”.
The Company expects total BlackBerry revenue to be in the range of $137 million to $148 million in the second quarter of fiscal 2027. The Company previously stated that it expected total BlackBerry revenue to be in the range of $584 million to $611 million in fiscal 2027 as a whole. The Company now expects total BlackBerry revenue to be in the range of $594 million to $621 million in fiscal 2027 as a whole due to stronger than expected QNX revenue in the first quarter of fiscal 2027 and the stronger than expected Licensing revenue for fiscal 2027 as a whole.
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)
May 31, 2026 May 31, 2025 Change
Revenue by Geography
North America $ 73.8 $ 54.8 $ 19.0
Europe, Middle East and Africa 44.5 42.5 2.0
Other regions 34.6 24.4 10.2
$ 152.9 $ 121.7 $ 31.2
% Revenue by Geography
North America 48.3 % 45.0 %
Europe, Middle East and Africa 29.1 % 34.9 %
Other regions 22.6 % 20.1 %
100.0 % 100.0 %
North America Revenue
The increase in North America revenue of $19.0 million was primarily due to an increase of $17.6 million in BlackBerry SecuSUITE product revenue, an increase of $2.3 million in Licensing revenue and an increase of $1.7 million in BlackBerry Radar revenue, partially offset by a decrease of $2.8 million in BlackBerry UEM product revenue and a decrease of $0.5 million in QNX development license revenue.
Europe, Middle East and Africa Revenue
The increase in Europe, Middle East and Africa revenue of $2.0 million was primarily due to an increase of $1.8 million in BlackBerry UEM product revenue, an increase of $0.7 million in QNX development license revenue and an increase of $0.3 million in professional services revenue, partially offset by a decrease of $1.2 million relating to BlackBerry SecuSUITE product revenue.
39
Other Regions Revenue
The increase in Other regions revenue of $10.2 million was primarily due to an increase of $7.3 million in QNX development license revenue and an increase of $3.7 million in QNX royalty revenue, partially offset by a decrease of $0.5 million in professional services revenue.
Gross Margin
Consolidated Gross Margin
Consolidated gross margin increased by $29.4 million to approximately $119.7 million in the first quarter of fiscal 2027 (first quarter of fiscal 2026 - $90.3 million). The increase was primarily due to an increase in revenue from QNX and BlackBerry SecuSUITE software licenses due to the reasons discussed above in “Revenue by Segment”.
Consolidated Gross Margin Percentage
Consolidated gross margin percentage increased by 4.1% to approximately 78.3% of consolidated revenue in the first quarter of fiscal 2027 (first quarter of fiscal 2026 -74.2%). The increase was primarily due to a change in mix, specifically a higher relative gross margin contributions from QNX and BlackBerry SecuSUITE software licenses.
Adjusted Gross Margin and Adjusted EBITDA by Segment
See “First Quarter Fiscal 2027 Summary Results of Operations” for information about the Company’s operating segments and the basis of operating segment results.
For the Three Months Ended(in millions)
QNX Secure Communications Licensing
May 31, Change May 31, Change May 31, Change
2026 2025 2026 2025 2026 2025
Segment revenue $ 72.3 $ 57.5 $ 14.8 $ 73.6 $ 59.5 $ 14.1 $ 7.0 $ 4.7 $ 2.3
Segment cost of sales 10.4 11.2 (0.8) 20.8 18.1 2.7 1.5 1.6 (0.1)
Segment adjusted gross margin $ 61.9 $ 46.3 $ 15.6 $ 52.8 $ 41.4 $ 11.4 $ 5.5 $ 3.1 $ 2.4
Segment adjusted gross margin % 86 % 81 % 5 % 72 % 70 % 2 % 79 % 66 % 13 %
Segment research and development 18.9 12.3 6.6 12.6 11.2 1.4 — — —
Segment sales and marketing 15.6 13.2 2.4 12.3 13.6 (1.3) — — —
Segment general and administrative 8.1 8.1 — 7.8 7.1 0.7 0.8 0.9 (0.1)
Less amortization included in segment cost of sales — — — 0.1 0.1 — 1.5 1.6 (0.1)
Segment adjusted EBITDA $ 19.3 $ 12.7 $ 6.6 $ 20.2 $ 9.6 $ 10.6 $ 6.2 $ 3.8 $ 2.4
QNX
The increase in QNX segment adjusted gross margin of $15.6 million was primarily due to the reasons discussed above in “Revenue by Segment”.
The increase in QNX segment adjusted gross margin percentage of 5% was primarily due to a change in mix, specifically an increased gross margin contribution from development license revenue.
The increase in QNX segment adjusted EBITDA of $6.6 million was primarily due to the reasons discussed above in “Revenue by Segment”, partially offset by a decrease in benefits from claims filed by QNX with the Ministry of Innovation, Science and Economic Development Canada relating to its Strategic Innovation Fund (“SIF”) filed in the first quarter of fiscal 2026 which did not recur and an increase in salaries and benefits expense.
40
The Company previously stated that it expected QNX segment adjusted EBITDA to be in the range of $4 million to $8 million in the first quarter of fiscal 2027. QNX segment adjusted EBITDA was $19.3 million in the first quarter of fiscal 2027 due to revenue exceeding previously provided guidance for the reasons described above in “Revenue by Segment”.
The Company expects QNX segment adjusted EBITDA to be in the range of $16 million to $21 million in the second quarter of fiscal 2027. The Company previously stated that it expected QNX segment adjusted EBITDA to be in the range of $69 million to $81 million in fiscal 2027 as a whole. The Company now expects QNX segment adjusted EBITDA to be in the range of $74 million to $86 million in fiscal 2027 as a whole due to stronger than expected QNX revenue in the first quarter of fiscal 2027.
Secure Communications
The increase in Secure Communications segment adjusted gross margin of $11.4 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 SecuSUITE hardware devices.
The increase in Secure Communications segment adjusted gross margin percentage of 2% was primarily due to a change in mix, specifically an increase in gross margin contribution from BlackBerry SecuSUITE software licenses, partially offset by a decrease in gross margin contribution from BlackBerry AtHoc.
The increase in Secure Communications segment adjusted EBITDA of $10.6 million was primarily due to an increase in revenue due to the reasons discussed above in “Revenue by Segment” and a decrease in salaries and benefits expense, partially offset by an increase in provision for expected credit losses.
The Company previously stated that it expected Secure Communications segment adjusted EBITDA to be in the range of $14 million to $18 million in the first quarter of fiscal 2027. Secure Communications segment adjusted EBITDA was $20.2 million in the first quarter of fiscal 2027 due to revenue exceeding previously provided guidance for the reasons described above in “Revenue by Segment”.
The Company expects Secure Communications segment adjusted EBITDA to be in the range of $5 million to $10 million in the second quarter of fiscal 2027.
Licensing
The increase in Licensing segment adjusted gross margin of $2.4 million was primarily due to the reasons discussed above in “Revenue by Segment”.
The increase 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 $2.4 million was primarily due 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 each of the four quarters of fiscal 2027. Licensing segment adjusted EBITDA was $6.2 million in the first quarter of fiscal 2027. The Company now expects the Licensing segment adjusted EBITDA to be approximately $9 million in the second quarter of fiscal 2027 for the reason described above in “Revenue by Segment”.
The Company previously stated that it expected Licensing segment adjusted EBITDA to be approximately $20 million for fiscal 2027 as a whole. The Company now expects Licensing segment adjusted EBITDA to be approximately $25 million for fiscal 2027 as a whole for the reason described above in “Revenue by Segment”.
41
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 May 31, 2026, compared to the quarter ended May 31, 2025.
For the Three Months Ended(in millions)
May 31, 2026 May 31, 2025 Change
Revenue $ 152.9 $ 121.7 $ 31.2
Operating expenses
Research and development 33.0 25.0 8.0
Sales and marketing 29.5 28.7 0.8
General and administrative 39.3 30.5 8.8
Amortization 2.5 4.0 (1.5)
Impairment of long-lived assets 0.1 0.1 —
Total $ 104.4 $ 88.3 $ 16.1
Operating Expenses as % of Revenue
Research and development 21.6 % 20.5 %
Sales and marketing 19.3 % 23.6 %
General and administrative 25.7 % 25.1 %
Amortization 1.6 % 3.3 %
Impairment of long-lived assets 0.1 % 0.1 %
Total 68.3 % 72.6 %
See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the three months ended May 31, 2026 and May 31, 2025.
U.S. GAAP Operating Expenses
Operating expenses increased by $16.1 million year-over-year, or 18.2%, in the first quarter of fiscal 2027, compared to the first quarter of fiscal 2026 primarily due to an increase of $11.5 million in deferred share unit costs, a benefit of $4.5 million from SIF claims filed in the first quarter of fiscal 2026 which did not recur, an increase of $1.6 million in legal costs and an increase of $1.4 million in variable incentive plan costs, partially offset by a decrease of $2.6 million in restructuring costs and a decrease of $1.5 million in amortization expense.
Adjusted Operating Expenses
Adjusted operating expenses increased by $8.1 million year-over-year, or 10.1%, to $88.0 million in the first quarter of fiscal 2027, compared to $79.9 million in the first quarter of fiscal 2026. The increase was primarily due to a benefit of $4.5 million from SIF claims filed in the first quarter of fiscal 2026 which did not recur, an increase of $1.6 million in legal costs and an increase of $1.4 million in variable incentive plan 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 $8.0 million, or 32.0%, in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026 primarily due to a benefit of $4.5 million from SIF claims filed in the first quarter of fiscal 2026 which did not recur, an increase of $1.6 million in salaries and benefits expense, an increase of $0.9 million in variable incentive plan costs and an increase of $0.4 million in infrastructure costs.
Adjusted research and development expenses increased by $7.8 million, or 32.9%, to $31.5 million in the first quarter of fiscal 2027 compared to $23.7 million in the first quarter of fiscal 2026, primarily due to the same reasons described above on a U.S. GAAP basis.
42
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of marketing, advertising and promotion, salaries and benefits, information technology costs and travel expenses.
Sales and marketing expenses increased by $0.8 million, or 2.8%, in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026, primarily due to an increase of $0.3 million in consulting costs, an increase of $0.2 million in sales incentive plan costs and an increase of $0.2 million in salaries and benefits expense, partially offset by a decrease of $0.3 million in stock compensation expense.
Adjusted sales and marketing expenses increased by $1.1 million, or 4.0%, to $28.4 million in the first quarter of fiscal 2027 compared to $27.3 million in the first quarter of fiscal 2026, primarily due to an increase of $0.3 million in consulting costs, an increase of $0.2 million in sales incentive plan costs and an increase of $0.2 million in salaries and benefits expense.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and benefits, external advisory fees, information technology costs, office and related staffing infrastructure costs.
General and administrative expenses increased by $8.8 million, or 28.9%, in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026. The increase was primarily due to an increase of $11.5 million in deferred share unit costs and an increase of $1.7 million in legal expenses, partially offset by a decrease of $2.6 million in restructuring costs, a decrease of $2.6 million in salaries and benefits expense.
Adjusted general and administrative expenses decreased by $1.0 million, or 3.8%, to $25.6 million in the first quarter of fiscal 2027 compared to $26.6 million in the first quarter of fiscal 2026. The decrease was primarily due to a decrease of $2.6 million in salaries and benefits expense, partially offset by an increase of $1.7 million in legal expense.
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 May 31, 2026 compared to the quarter ended May 31, 2025. Intangible assets are comprised of patents, licenses and acquired technology.
For the Three Months Ended(in millions)
Included in Operating Expense
May 31, 2026 May 31, 2025 Change
Property, plant and equipment $ 1.8 $ 1.4 $ 0.4
Intangible assets 0.7 2.6 (1.9)
Total $ 2.5 $ 4.0 $ (1.5)
Included in Cost of Sales
May 31, 2026 May 31, 2025 Change
Property, plant and equipment $ 0.1 $ 0.1 $ —
Intangible assets 1.5 1.6 (0.1)
Total $ 1.6 $ 1.7 $ (0.1)
Amortization included in Operating Expense
The decrease in amortization expense included in operating expense of $1.5 million was primarily due to the lower cost base of assets.
Adjusted amortization expense increased by $0.2 million to $2.5 million in the first quarter of fiscal 2027 compared to $2.3 million in the first quarter of fiscal 2026.
Amortization included in Cost of Sales
The decrease in amortization expense relating to certain intangible assets employed in the Company’s licensing operations was $0.1 million in the first quarter of fiscal 2027 primarily due to the lower cost base of assets.
Investment Income, Net
Investment income, net, which includes the interest expense from the Notes (as defined in “Financial Condition - Debt Financing and Other Funding Sources”), was $1.1 million in the first quarter of fiscal 2027 and decreased by $1.8 million from
43
investment income, net of $2.9 million in the first quarter of fiscal 2026. The decrease in investment income, net is primarily due to a decrease in interest income on significant financing components within certain revenue contracts with customers, an impairment on non-marketable equity investments without readily determinable fair value and lower return on cash and investments.
Income Taxes
For the first quarter of fiscal 2027, the Company’s net effective income tax expense rate was approximately 48% (first quarter of fiscal 2026 - net effective income tax expense rate of approximately 61%). The Company’s net effective income tax rate reflects the change in unrecognized income tax benefits, if any, and the fact that the Company has a significant valuation allowance against its deferred tax assets; in particular, any change in loss carry forwards or research and development credits, amongst other items, was offset by a corresponding adjustment of the valuation allowance. A future release of the valuation allowance would result in a material non-cash income tax benefit in the consolidated statement of operations and the recognition of deferred tax assets in the consolidated balance sheets. The Company’s net effective income tax rate also reflects the geographic mix of earnings in jurisdictions with different income tax rates.
Net Income
The Company’s net income for the first quarter of fiscal 2027 was $8.5 million, or $0.01 basic and diluted earnings per share on a U.S. GAAP basis (first quarter of fiscal 2026 - net income of $1.9 million, or $0.00 basic and diluted earning per share). The period over period change of $6.6 million was primarily due to an increase in revenue, as described above in “Revenue by Segment” and an increase in gross margin percentage, as described above in “Consolidated Gross Margin Percentage”, partially offset by an increase in operating expenses, as described above in “Operating Expenses”.
Adjusted net income was $25.4 million in the first quarter of fiscal 2027, or $0.04 adjusted basic earnings per share (first quarter of fiscal 2026 - adjusted net income of $10.8 million, or $0.02 adjusted basic earnings per share). The increase in adjusted net income of $14.6 million was primarily due to the same reasons described above on a U.S. GAAP basis.
The Company previously stated that it expected adjusted EBITDA to be in the range of $14 million to $22 million in the first quarter of fiscal 2027. Adjusted EBITDA was $36.3 million in the first quarter of fiscal 2027 primarily due to QNX and Secure Communication exceeding the top end of their expected adjusted EBITDA range as discussed above in “Adjusted Gross Margin and Adjusted EBITDA by Segment”.
The Company previously stated that it expected non-GAAP EPS to be in the range of $0.02 to $0.03 in the first quarter of fiscal 2027. Non-GAAP EPS was $0.04 in the first quarter of fiscal 2027 primarily due to QNX exceeding the top end of its expected adjusted EBITDA range as discussed above in “Adjusted Gross Margin and Adjusted EBITDA by Segment”.
The Company previously stated that it expected operating cash flow to be in the range of breakeven to $10 million in the first quarter of fiscal 2027. Operating cash flow was $4.6 million in the first quarter of fiscal 2027.
The Company expects adjusted EBITDA to be in the range of $20 million to $30 million in the second quarter of fiscal 2027. The Company previously stated that it expected adjusted EBITDA to be in the range of $110 million to $130 million in fiscal 2027 as a whole. The Company now expects adjusted EBITDA to be in the range of $119 million to $139 million in fiscal 2027 as a whole due to QNX exceeding the top end of its expected adjusted EBITDA range and the stronger than expected Licensing segment adjusted EBITDA, each as discussed above in “Adjusted Gross Margin and Adjusted EBITDA by Segment”.
The Company expects non-GAAP EPS to be in the range of $0.03 per share to $0.04 per share in the second quarter of fiscal 2027. The Company previously stated that it expected non-GAAP EPS to be in the range of $0.15 to $0.19 in fiscal 2027 as a whole. The Company now expects non-GAAP EPS to be in the range of $0.16 to $0.20 in fiscal 2027 as a whole for the reasons discussed above regarding adjusted EBITDA.
The Company expects operating cash flow to be in the range of breakeven to $10 million in the second quarter of fiscal 2027.
The Company does not provide a reconciliation of expected adjusted EBITDA and expected non-GAAP basic EPS for the second quarter of fiscal year 2027, and for fiscal 2027 as a whole, to the most directly comparable expected GAAP measures because it is unable to predict with reasonable certainty, among other things, restructuring charges, impairment charges and DSU revaluation adjustment and, accordingly, a reconciliation is not available without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period.
The weighted average number of shares outstanding was 586.7 million common shares for basic earnings per share and 593.2 million common shares for diluted earnings per share for the first quarter of fiscal 2027 (first quarter of fiscal 2026 - 596.3 million common shares for basic earnings per share and 600.8 million common shares for diluted earnings per share). The weighted average number of shares outstanding includes the cumulative effects of share repurchases pursuant to the NCIB share buyback program during the quarter ended May 31, 2026.
44
Financial Condition
Liquidity and Capital Resources
Cash, cash equivalents, and investments decreased by $9.5 million to $422.9 million as at May 31, 2026 from $432.4 million as at February 28, 2026, primarily due to repurchases of common shares of $10.0 million pursuant to the 2025 NCIB share buyback program.
A comparative summary of cash, cash equivalents, and investments is set out below:
As at(in millions)
May 31, 2026 February 28, 2026 Change
Cash and cash equivalents $ 256.8 $ 274.7 $ (17.9)
Restricted cash and cash equivalents 14.2 14.2 —
Short-term investments 94.1 85.2 8.9
Long-term investments (1) 57.8 58.3 (0.5)
Cash, cash equivalents, and investments $ 422.9 $ 432.4 $ (9.5)
______________________________
(1)Includes investments in privately-held companies, including common shares of Arctic Wolf Networks, Inc. (“Arctic Wolf”) that were received as partial consideration for the sale of its Cylance endpoint security assets and liabilities to Arctic Wolf in the fourth quarter of fiscal 2025. Investments in privately-held companies are considered illiquid securities without a public market and, as such, they cannot be readily sold or exchanged for cash.
The table below summarizes the current assets, current liabilities, and working capital of the Company:
As at(in millions)
May 31, 2026 February 28, 2026 Change
Current assets $ 560.4 $ 568.2 $ (7.8)
Current liabilities 255.1 268.1 (13.0)
Working capital $ 305.3 $ 300.1 $ 5.2
Current Assets
The decrease in current assets of $7.8 million at the end of the first quarter of fiscal 2027 from the end of the fourth quarter of fiscal 2026 was primarily due to a decrease of $17.9 million in cash and cash equivalents, a decrease of $2.0 million in other receivables, a decrease of $1.3 million in other current assets, and a decrease of $0.1 million in income taxes receivable, partially offset by an increase of $8.9 million in short term investments and an increase of $4.6 million in accounts receivable, net of allowance.
At May 31, 2026, other receivables were $5.5 million, a decrease of $2.0 million from February 28, 2026. The decrease was primarily due to a decrease of $1.9 million in sales taxes receivable.
At May 31, 2026, other current assets were $40.9 million, a decrease of $1.3 million from February 28, 2026. The decrease was primarily due to a decrease of $1.6 million in prepaid insurance, a decrease of $1.2 million in prepaid professional services, a decrease of $1.2 million in deferred commissions, a decrease of $1.0 in prepaid rent and a decrease of $0.9 million in prepaid sales conference, partially offset by an increase of $3.4 million in inventory and an increase of $1.9 million in prepaid software.
At May 31, 2026, income taxes receivable were $2.5 million, a decrease of $0.1 million from February 28, 2026. The decrease was primarily due to tax installments and prepayments required in certain taxable jurisdictions.
At May 31, 2026, accounts receivable, net of allowance was $160.6 million, an increase of $4.6 million from February 28, 2026. The increase was primarily due to an increase in days sales outstanding to 95 days at the end of the first quarter of fiscal 2027 from 88 days at the end of the fourth quarter of fiscal 2026.
Current Liabilities
The decrease in current liabilities of $13.0 million at the end of the first quarter of 2027 from the end of the fourth quarter of fiscal 2026 was primarily due to a decrease of $17.0 million in deferred revenue, current, a decrease of $12.7 million in accrued liabilities, partially offset by an increase of $10.8 million in accounts payable and an increase of $5.9 million in income taxes payable.
45
Deferred revenue, current was $121.5 million, which reflects a decrease of $17.0 million compared to February 28, 2026 that was attributable to a decrease of $7.3 million in deferred revenue, current related to BlackBerry UEM, a decrease of $7.2 million in deferred revenue, current related to BlackBerry AtHoc product revenue and a decrease of $2.2 million in deferred revenue, current related to QNX.
Accrued liabilities were $99.0 million at the end of the first quarter of 2027, reflecting a decrease of $12.7 million compared to February 28, 2026, which was primarily due to a decrease of $27.7 million in variable incentive plan accrual and a decrease of $2.8 million in restructuring cost accruals, partially offset by an increase of $10.6 million in deferred share unit liability, an increase of $2.8 million in payroll accruals and an increase of $2.5 million in operating lease liability, current.
Accounts payable were $16.3 million, reflecting an increase of $10.8 million from February 28, 2026, which was primarily due to the timing of payments.
Income taxes payable were $18.3 million, reflecting an increase of $5.9 million from February 28, 2026, which was primarily due to changes in the quarterly tax provision and tax payments.
Cash flows for the three months ended May 31, 2026 compared to the three months ended May 31, 2025 were as follows:
For the Three Months Ended
(in millions)
May 31, 2026 May 31, 2025 Change
Net cash flows provided by (used in):
Operating activities $ 4.6 $ (18.0) $ 22.6
Investing activities (13.5) 38.5 (52.0)
Financing activities (8.7) (8.8) 0.1
Effect of foreign exchange gain (loss) on cash and cash equivalents (0.3) 0.5 (0.8)
Net increase (decrease) in cash and cash equivalents $ (17.9) $ 12.2 $ (30.1)
Operating Activities
The increase in net cash flows provided by operating activities of $22.6 million primarily reflects the changes in working capital.
Investing Activities
During the three months ended May 31, 2026, cash flows used in investing activities were $13.5 million and included cash used in acquisition of short-term investments, net of the proceeds on sale or maturity of short-term investments transactions, in the amount of $9.0 million, acquisition of property, plant and equipment of $2.9 million and the acquisition of intangible assets of $1.6 million. For the same period in the prior fiscal year, cash flows provided by investing activities were $38.5 million and included cash provided by proceeds on sale or maturity of short-term and long-term investments transactions, net of acquisitions, in the amount of $40.6 million, offset by cash used in the acquisition of intangible assets of $1.2 million, the acquisition of property, plant and equipment $0.9 million.
Financing Activities
During the three months ended May 31, 2026, cash used in financing activities was $8.7 million, primarily due to repurchases of common shares of $10.0 million pursuant to the 2025 NCIB share buyback program, offset by $1.3 million in common shares issued upon the exercise of stock options and under the employee share purchase plan.
During the three months ended May 31, 2026, the Company repurchased 2.6 million common shares at a cost of $10.0 million. See Note 6 to the Consolidated Financial Statements for further information on the Company’s 2025 NCIB share buyback program.
Debt Financing and Other Funding Sources
See Note 5 to the Consolidated Financial Statements for a description of the Company’s $200 million aggregate principal amount of 3.00% senior convertible unsecured notes issued in January 2024 (the “Notes”). During the second calendar quarter of 2026, the conditions permitting holders of the Notes to convert their Notes were satisfied, as, for at least 20 trading days (whether or not consecutive) within the 30 consecutive trading-day period ending on the last trading day of the immediately preceding quarter, the last reported sale price of the Company’s common shares was greater than or equal to 130% of the applicable conversion price on each such trading day. Accordingly, the Notes are eligible for conversion, at the option of the holders, from July 1, 2026 through September 30, 2026. Upon receipt of a conversion request, the Company will settle its
46
conversion obligation, at its election, in cash, common shares, or a combination of cash and common shares, in accordance with the terms and conditions set forth in the indenture.
The Company has $14.2 million in collateralized outstanding letters of credit in support of certain leasing arrangements entered into in the ordinary course of business. See Note 2 to the Consolidated Financial Statements for further information concerning the Company’s restricted cash.
Cash, cash equivalents, and investments were $422.9 million as at May 31, 2026. The Company’s management remains focused on maintaining appropriate cash balances, efficiently managing working capital balances and managing the liquidity needs of the business. Based on its current financial projections, the Company believes its financial resources, together with expected future operating cash generating and operating expense reduction activities, 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 May 31, 2026:
(in millions)
Total Short-term (next 12 months) Long-term (>12 months)
Operating lease obligations $ 42.5 $ 10.9 $ 31.6
Purchase obligations and commitments 64.2 64.2 —
Debt interest and principal payments 218.0 6.0 212.0
Total $ 324.7 $ 81.1 $ 243.6
Total contractual and other obligations as at May 31, 2026 increased by $7.6 million as compared to the February 28, 2026 balance of $317.1 million, which was attributable to an increase in operating lease obligations, partially offset by a decrease in purchase obligations and commitments.
The Company does not have any material off-balance sheet arrangements.
Accounting Policies and Critical Accounting Estimates
There have been no changes to the Company’s accounting policies or critical accounting estimates from those described under “Accounting Policies and Critical Accounting Estimates” in the Annual MD&A with the exception of the below:
Valuation Allowance Against Deferred Tax Assets
The Company regularly assesses the need for a valuation allowance against its deferred tax assets. A valuation allowance is required for deferred tax assets if it is more likely than not that all or some portion of the asset will not be realized. All available evidence, both positive and negative, that may affect the realization of deferred tax assets must be identified and considered in determining the appropriate amount of the valuation allowance. The Company has recently generated cumulative pre-tax income in certain jurisdictions and continues to evaluate whether sufficient positive evidence exists to support the realization of its deferred tax assets. This evaluation is performed on a jurisdiction-by-jurisdiction basis, and the conclusions reached may vary based on the sustainability of earnings in each jurisdiction. Based on recent operating results and current forecasts, it is reasonably possible that the Company’s assessment of the realizability of its deferred tax assets may change in a future period, including within the current fiscal year, as additional positive evidence becomes available in relation to the realizability of deferred tax assets. Such a change could result in the release of a significant portion of the Company’s valuation allowance, which could have a material impact on income tax expense in the period of release.
Additionally, for interim periods, the estimated annual effective tax rate should include the valuation allowance for current year changes in temporary differences and losses or income arising during the year. For interim periods, the Company needs to consider the valuation allowance that it expects to recognize at the end of the fiscal year as part of the estimated annual effective tax rate. During interim quarters, the Company uses estimates including pre-tax results and ending position of temporary differences as at the end of the fiscal year to estimate the valuation allowance that it expects to recognize at the end of the fiscal year. This accounting treatment has no effect on the Company’s actual ability to utilize deferred tax assets to reduce future cash tax payments. Different judgments could yield different results.