SNX 10-K & 10-Q changes, risk factors and insider trading

Our operating results are affected by the seasonality of the IT products and services industry. We have historically experienced slightly higher sales in our first and fourth fiscal quartersquarter due to patterns in the capital budgeting, federal government spending and purchasing cycles of our customers and end-users. These historical patterns may not be repeated in subsequent periods. You should not rely on period-to-period comparisons of our operating results as an indication of future performance. In future years, our operating results may be below our expectations or those of our public market analysts or investors, which would likely cause our share price to decline.

Our future success is highly dependent on our relationships with a small number of OEM suppliers. For example, sales of Apple Inc. products and services comprised approximately 12%, 11%,12%, and 11% of our total revenue for fiscal years 2025, 2024, and 2023, and 2022, respectively,respectively and sales offrom HPHP, Inc. products and services comprised approximately 10% of our total revenue for fiscal year 2022.2025. Our OEM supplier agreements typically are short-term and may be terminated without cause upon short notice. OEM supplier agreements are often established at a regional or country level and these relationships may change in some countries or regions and not others. The loss or deterioration of our relationship with Apple Inc., HP Inc. or any other major OEM supplier, the authorization by OEM suppliers of additional distributors, the sale of products by OEM suppliers directly to our reseller and retail customers and end-users, or our failure to establish relationships with new OEM suppliers or to expand the distribution and supply chain services that we provide OEM suppliers could adversely affect our business, financial position and operating results. In addition, OEM suppliers may face liquidity or solvency issues that in turn could negatively affect our business and operating results.

Failures or significant downtime of our IT or telecommunications systems has, in the past, and could, in the future, prevent us from taking customer orders, printing product pick-lists, shipping products, billing customers and handling call volume. Sales also may be affected if our reseller and retail customers are unable to access our pricing and product availability information. We also rely on the Internet, andincluding inEDI, particularXML, EDIAPI, and XML,web-based communication links and mobile platform applications, for a large portion of our orders and information exchanges with our OEM suppliers and reseller and retail customers. The Internet and individual websites have experienced a number of disruptions, slowdowns and security breakdowns, some of which were caused by organized attacks. If we were to experience a future security breakdown, disruption or breach that compromised sensitive information, it could harm our relationship with our OEM suppliers and reseller and retail customers. Disruption of our website or the Internet in general could impair our order processing or more generally prevent our OEM suppliers and reseller and retail customers from accessing information. Additionally, technologies used in or integrated into our operations, such as AI, automation and cloud-based services, may change how our existing business processes are conducted and could adversely affect our operations. A significant increase in our IT costs or a temporary or permanent loss of our IT systems could harm our relationships with our customers. The occurrence of any of these events could have an adverse effect on our operations and financial results.

Certain of our financing instruments involve variable rate debt, thus exposing us to the risk of fluctuations in interest rates. In addition, the interest rate payable on certain of our Senior Notes, our revolving and term loan credit agreement and certain other debt instruments is subject to adjustment from time to time if our credit rating is downgraded.

Dynamic changes in the IT industry, including the consolidation of OEM suppliers and reductions in the number of authorized distributors used by OEM suppliers, have resulted in new and increased responsibilities for management personnel and have placed, and continue to place, a significant strain upon our management, operating and financial systems and other resources. We may be unable to successfully respond to and manage our business in light of industry developments and trends. As end-users migrate to AI-enabled offerings, cloud-based IT infrastructure and technology-as-a-service, sales of hardware products may be reduced, thereby negatively impacting our operating results. Also crucial to our success in managing our operations is our ability to achieve additional economies of scale. Our failure to achieve these additional economies of scale or to respond to changes in the IT industry could adversely affect our business and operating results.

The translation of the financial statements of foreign operations into U.S. dollars is also impacted by fluctuations in foreign currency exchange rates, which may positively or negatively impact our results of operations. For example, in the past, several foreign currencies in which we transact business depreciated against the U.S. dollar, including the euroeuro, Canadian dollar and the Japanese yen, which adversely affected theour results of operations of our Europe and APJ segments in the applicable periods. In addition, the value of our equity investment in foreign countries may fluctuate based upon changes in foreign currency exchange rates. These fluctuations, which are recorded in a cumulative translation adjustment account, may result in losses in the event a foreign subsidiary is sold or closed at a time when the foreign currency is weaker than when we made investments in the country. The realization of any or all of these risks could have a significant adverse effect on our financial results.

Because wea conductsignificant substantialportion operationsof our IT systems support and software development activities are located in China, risks associated with economic, political and social events in China could negatively affect our business and operating results.

AOur substantialIT portionsystems are an important part of our ITglobal systemsoperations. operations,A including a substantialsignificant portion of our IT systems support and software development operations,activities are located in China. InWe addition,rely weon our China-based IT operations and personnel in ongoing software development, maintenance and customer-specific customization work. We also conduct general and administrative activities from our facilities in China. Our operations in China aresubject subjectus to a number of risks relating to China’s economic and political systems,systems and other matters, including:

•changing governmental policiespolicies, including those relating to tax benefits available to foreign-owned businesses;

•a relatively uncertain legal system; and

•uncertainties related to continued economic and social reform.reform; and

Cyberattacks or the improper disclosure or control of personalconfidential information could result in liability and harm our reputation, which could adversely affect our business.

Our business is heavily dependent upon information technology networks and systems, including those of our vendors, suppliers and partners. Internal or external attacks on those networks and systems could disrupt our normal operations centers and impede our ability to provide critical products and services to our customers, subjecting us to liability under our contracts and damaging our reputation. Additionally, such attacks could compromise our, or our customers' or vendors', intellectual property or confidential information or result in fraud or other financial loss. For example,instance, induring each of July 2021, weJuly announced2022, publiclyand thatSeptember 2023, a threat actor hadaccessed gained access to our systems. That incident did not have a material impact to the business. In July 2022 and September 2023, we became aware that a sophisticated threat actor gained access to a portionparts of our networks and systems.systems, Afterand conductingevidence a thorough review of those attacks with a leading third-party cybersecurity firm, we determined that those attacks did not have a material impact on us. Evidence indicatessuggests that the threatsame actorindividual or related groups were responsible for theseeach incidentsincident. is related to, or the same as, the threat actor that previously gained unauthorized access to our systemsAdditionally, in July 2021. In November 2024, we were notified by a partner of one of our wholly owned subsidiaries that a different threat actor gained unauthorized access to the partner’s networks and systems which contained data and information of a few of our subsidiary’s customers. While we do not believe at this time that these cyber-attacks had a material impact on our systems or operations, should new or different information come to light establishing that the intrusions are broader than now known or if additional attacks occur, it could have a broader impact on our systems and operations, and we could incur significant costs in responding to such intrusions.

In response to these threats,incidents, we have engaged in various remedial and preventative actions to remove theany threat actoractors and prevent further unauthorized access to our network, analyzed the information that the threat actors accessed, enhanced our data security and governance program, added additional protective security layers and are cooperatingcooperated with law enforcement authorities. While we do not believe at this time that these cyber-attacks had a material impact on our systems or operations, should new or different information come to light establishing that the intrusions are broader than now known or if additional attacks occur, it could have a broader impact on our systems and operations, and we could incur significant costs in responding to such intrusions.

Our business also involves the use, storage and transmission of information about our co-workers, and customers. If any person, including any of our co-workers, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines or other regulatory or criminal prosecution.consequences.

We have security controls for our systems and other security practices in place to protect the security of, and prevent unauthorized access to, our systems and personal and proprietary information, such as firewalls and anti-virus software, and we also provide information to our co-workers and business partners about the need to deploy security measures and the impact of doing so; however, notwithstanding our efforts to date, there are numerous sophisticated threat actors that are actively engaging in cyber-attacks that include our systems and there can be no assurance that such security measures will prevent additional improper access to our networks and systems, or access to or disclosure of, personally identifiable or proprietary information which could harm our business.

We could also face legal, regulatory, reputational and financial risks if we fail to protect customer and internal data from security breaches or cyberattacks.

Worldwide economic conditions remain uncertain due to the persistence of inflation, elevated interest rates, market volatility asand aadverse resultaffects ofon politicalproduct leadershipdemand inconnected certainto countries,geopolitical developments including duetariff to Russia's invasion of Ukraine, the conflicts involving Israel and the surrounding regionuncertainty, and other disruptions to global and regional economies and markets. External factors, such as potential terrorist attacks, acts of war, geopolitical and social turmoil or epidemics and other similar outbreaks in many parts of the world, could prevent or hinder our ability to do business, increase our costs and negatively affect our stock price. More generally, these geopolitical, social and economic conditions could result in increased volatility in the United States and worldwide financial markets and economies. For example, increased instability may enhance volatility in currency exchange rates, cause our customers or potential customers to delay or reduce spending on our products or services, and limit our suppliers’ access to credit. It could also adversely impact our ability to obtain adequate insurance at reasonable rates and may require us to incur increased costs for security measures for our domestic and international operations. We are predominantly uninsured for losses and interruptions caused by terrorism, acts of war and similar events. These uncertainties make it difficult for us and our suppliers and customers to accurately plan future business activities.

•trade restrictionsrestrictions, including tariff uncertainty;

Increasing attention onto environmental,corporate social and governance ("ESG")citizenship matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.

Companies are facing increasing attentionattention, both positive and negative, from investors, customers, partners, consumers and other stakeholders relating to ESGcorporate citizenship matters, including environmental stewardship, social responsibility, diversity and inclusion, racialhuman justicerights and workplace conduct. In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESGcorporate citizenship matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESGcorporate citizenship ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price and our access to and costs of capital.

We have established corporate social responsibility programs aligned with sound environmental,principles socialrelating to sustainability, fostering connections and governanceleading principles.with integrity. These programs reflect our current initiatives and are not guarantees that we will be able to achieve them. Our ability to successfully execute these initiatives and accurately report our progress presents numerous operational, financial, legal, reputational and other risks, many of which are outside our control, and all of which could have a material negative impact on our business. Additionally, the implementation of these initiatives imposes additional costs on us. If our ESGcorporate citizenship initiatives fail to satisfy investors, customers, partners and our other stakeholders, our reputation, our ability to sell products and services to customers, our ability to attract or retain co-workers, and our attractiveness as an investment, business partner or acquirer could be negatively impacted. Similarly, our failure or perceived failure to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards within the timelines we announce, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation.

This section of thethis Annual Report on Form 10-K generally discusses fiscal years 2025 and 2024 items and year-to-year comparisons between fiscal years 2025 and 2024. Discussions of fiscal year 2023 items and year-to-year comparisons between fiscal years 2024 and 2023. Discussions of fiscal year 2022 items and year-to-year comparisons between fiscal years 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 20232024 filed with the SEC on January 26,24, 2024.2025.

In addition to historical information, the MD&A contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include, but are not limited to, those matters discussed under the heading “Note Regarding Forward-looking Statements.” Our actual results could differ materially from those anticipated by these forward‑looking statements due to various factors, including, but not limited to, those set forth under Item 1A. Risk Factors of this Annual Report on Form 10-K and elsewhere in this document.

We are highly dependent on the end-market demand for IT products, and on our partners' strategic initiatives and business models. This end-market demand is influenced by many factors including the introduction of new IT products and software by OEM suppliers, replacement cycles for existing IT products, trends toward cloud computing, overall economic growth and general business activity. A difficult and challenging economic environment due to the continued persistence of inflation, elevated interest rates, and market volatility asand aadverse resulteffects ofon militaryproduct conflictsdemand inconnected certainto countriesgeopolitical developments including tariff uncertainty, or other factors may also lead to consolidation or decline in the IT distribution industry andor increased price-based competition. Our results in fiscal 2023 were also negatively impacted by post-pandemic declines in demand for personal computing ecosystem products. Our systems design and integration solutions business is highly dependent on the demand for cloud infrastructure, and the number of key customers and suppliers in the market. Our business includes operations in the Americas, Europe and Asia-Pacific and Japan ("APJ"), so we are affected by demand for our products in those regions, as well as the impact of fluctuations in foreign currency exchange rates compared to the U.S. dollar.

•Non-GAAP operating income, which is operating income, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets,assets and share-based compensation expense and purchase accounting adjustments.expense.

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

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

During•Consolidated the- fiscal year ended November 30, 2024, APJ revenue increasedIncreased by $467.2$4.1 millionbillion and APJ revenue (in constant currency increased by $539.5$3.6 million, as compared to the prior fiscal year. The increases arebillion) primarily driven by growth in both our Advanced Solutions portfolioand inEndpoint theSolutions region,portfolios, partially offset by the presentation of additional revenue on a net basis due to changesthe inmix productof mix,products sold, which negatively impacted our revenue growth by approximately $60$2.8 million,billion, or 2%.5%. The impact of changes in foreign currencies is primarily due to the weakeningstrengthening of the Japanese yeneuro against the U.S. Dollar.dollar.

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

Our selling, general and administrativeSG&A expenses consist primarily of personnel costs such as salaries, commissions, bonuses, share-based compensation and temporary personnel costs. Selling, general and administrativeSG&A expenses also include amortization of our intangible assets, cost of warehouses, delivery centers and other non-integration facilities, utility expenses, legal and professional fees, depreciation on certain of our capital equipment, IT expenses, credit costs including bad debt expense, amortization of our intangible assets,legal and marketingprofessional expenses,fees, offsettravel inand partentertainment, byand reimbursementsnon-income from our OEM suppliers.taxes.

We substantially completed the acquisition, integration and restructuring activities related to the Merger during the first half of fiscal year 2024,2024. andThere there arewere no related expenses expectedrecognized induring futurefiscal periods.year 2025. We previously incurred acquisition, integration and restructuring costs related to the completion of the Merger, including professional services costs, personnel and other costs, and long-lived assets charges and termination fees and stock-based compensation expense.fees. Professional services costs are primarily comprised of IT and other consulting services, as well as legal expenses. Personnel and other costs are primarily comprised of costs related to retention and other bonuses, severance and duplicative labor costs. Long-lived asset charges and termination fees during fiscal year 2024 include accelerated depreciation and amortization expense of $5.5 million and $17.4 million during fiscal years 2024 and 2023, respectively, due to changes in asset useful lives in conjunction with the consolidation of certain IT systems.systems, Long-livedalong asset charges and termination fees also includewith $17.0 million and $24.4 million recorded during fiscal years 2024 and 2023, respectively, for termination fees related to certain IT systems. Stock-based compensation expense primarily relates to costs associated with the conversion of certain Tech Data performance-based equity awards issued prior to the Merger into restricted shares of TD SYNNEX (refer to Note 4 – Share-Based Compensation to the Consolidated Financial Statements for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.

In July 2023, we offered a voluntary severance program ("VSP") to certain co-workers in the United States as part of our cost optimization efforts related to the Merger. We incurred $10.1 million of costs in connection with the VSP during fiscal year 2024, including $8.0 million of severance costs and $2.1 million of duplicative labor costs. We incurred $52.1 million of costs in connection with the VSP during fiscal year 2023, including $42.3 million of severance costs and $9.8 million of duplicative labor costs.

During the fiscal yearsyear ended November 30, 2024 and 2023,2024, acquisition and integration expenses related to the Merger were composed of the following:

Americas operating•Operating income increased during the fiscal year ended November 30, 2024, compared to the prior fiscal year, primarily due to an increase in revenue, gross margin expansion in our Endpoint Solutions portfolio and lower acquisition, integration and restructuring costs, lower credit costs and an increase in revenue, partially offset by ahigher decreasepersonnel incosts and higher strategic technologies gross margins.margins during the prior fiscal year.

Americas non-GAAP•Non-GAAP operating margin decreased during the fiscal year ended November 30, 2024, compared to the prior fiscal year,increased primarily due to the decreaseincrease in strategic technologies gross margins,margin, partiallyincluding offsetimpacts by lower credit costs and the impact offrom the presentation of additional revenue on a net basis due to changesthe inmix productof mix.products sold, which positively impacted our non-GAAP operating margin by approximately 13 basis points.

APJ operating income and non-GAAP•Non-GAAP operating income increased during the fiscal year ended November 30, 2024, compared to the prior fiscal year, primarily due to thegrowth in both our Advanced Solutions and Endpoint Solutions portfolios along with an increase in revenue,gross margin, partially offset by higher personnel costs.

We are highlyexperiencing dependenta oncomplex the end-market demand for IT products, and on our partners’ strategic initiatives and business models. This end-market demand is influenced by many factors including the introduction of new IT products and software by OEM suppliers, replacement cycles for existing IT products, trends toward cloud computing and AI, overall economic growth and general business activity. A difficult and challenging economicmacroeconomic environment, due to the continued persistence of inflation, elevated interest rates, market volatility and adverse effects on product demand connected to geopolitical developments including tariff uncertainty,uncertainty orand other factorsfactors. This may also lead to a decline in the IT industry or increased price-based competition. Our Hyve Solutions business is highly dependent on the demand for cloud infrastructure, and the number of key customers and suppliers in the market. Our business includes operations in the Americas, Europe and APJAPJ, so we are affected by demand volatility for our products in those regions, as well as the impact of fluctuations in foreign currency exchange rates compared to the United States ("U.S.") dollar.

•Revenue in constant currency, which is revenue adjusted for the translation effect of foreign currencies so that certain financial results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of our business performance. Revenue in constant currency is calculated by translating the revenue for the three and sixnine months ended MayAugust 31, 2026 in the billing currency using the comparable prior period currency conversion rate. Generally, when the dollar either strengthens or weakens against other currencies, the growth at constant currency rates will be higher or lower than growth reported at actual exchange rates.

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

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

GainDividends and gains on investments includes benefits recorded in other income (expense), net during the first andthree secondfiscal quarters of fiscal 2026 resulting from dividends and realized gains upon sale ofrelated to certain equity securities.

Three and SixNine Months Ended MayAugust 31, 2026 and 2025:

The following table summarizes our revenue and change in revenue by reportable segment for the three and sixnine months ended MayAugust 31, 2026 and 2025:

•Three Months and Six Months Ended May 31, 2026 versus May 31, 2025 - Revenue and revenue in constant currency increased by $4.6$5.9 billion and $4.3$6.0 billion, respectively, during the three months ended May 31, 2026 and $7.3$13.2 billion and $6.3$12.3 billion, respectively, during the sixnine months ended MayAugust 31, 2026. The increases are driven by growth in both our Advanced Solutions and Endpoint Solutions distribution portfolios as well as growth in Hyve Solutions,Solutions. This was partially offset by a greater percentage of our sales being presented on a net basis primarily in Hyve Solutions due to theprogram mixmix. The presentation of productsadditional sold,revenues whichon a net basis negatively impacted our revenue growth compared to the prior periodperiods by approximately 2% and 4%,4% for the three and nine months ended August 31, 2026, respectively. The impact of changes in foreign currencies during the three months ended August 31, 2026 is primarily due to the weakening of the euro and the Indian rupee against the U.S. dollar, while the impact during the nine months ended August 31, 2026 is primarily due to the strengthening of the euro against the U.S. dollar.

•Three and Six Months Ended May 31, 2026 versus May 31, 2025 - Revenue and revenue in constant currency increased by $2.1$2.9 billion and $2.0$3.0 billion, respectively, during the three months ended MayAugust 31, 2026 and $2.8$5.7 billion and $2.7$5.6 billion, respectivelyrespectively, during the sixnine months ended MayAugust 31, 2026. The increases are driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, along with a greater percentage of our sales being presented on a gross basis due to the mix of products sold, which positively impacted our revenue growth compared to the prior periodperiods by approximately 6%12% and 3%,6% for the three and nine months ended August 31, 2026, respectively. The impact of changes in foreign currencies during the three months ended August 31, 2026 is primarily due to the weakening of the Canadian dollar against the U.S. dollar, while the impact during the nine months ended August 31, 2026 is primarily due to the strengthening of the Canadian dollar against the U.S. dollar.

•Three and Six Months Ended May 31, 2026 versus May 31, 2025 - Revenue and revenue in constant currency both increased by $1.4$1.5 billion and $1.1 billion, respectively, during the three months ended MayAugust 31, 2026 and $2.6$4.1 billion and $1.7$3.2 billion, respectivelyrespectively, during the sixnine months ended MayAugust 31, 2026. The increases are driven by growth in both our AdvancedEndpoint Solutions and EndpointAdvanced Solutions portfolios in the region, along with a greater percentage of our sales being presented on a gross basis due to the mix of products sold, which positively impacted our revenue growth compared to the prior periodperiods by approximately 7%4% for both the three and 4%,nine respectively.months ended August 31, 2026. The impact of changes in foreign currencies during the three months ended August 31, 2026 is primarily due to the weakening of the euro against the U.S. dollar, while the impact during the nine months ended August 31, 2026 is primarily due to the strengthening of the euro against the U.S. dollar.

•Three and Six Months Ended May 31, 2026 versus May 31, 2025 - Revenue and revenue in constant currency increased by $226.5$190.7 million and $261.6$244.3 million, respectively, during the three months ended MayAugust 31, 2026 and $455.7$646.4 million and $498.7$743.0 million, respectively, during the sixnine months ended MayAugust 31, 2026. The increases are driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue growth compared to the prior periodperiods by approximately 2%4% and 1%,2% for the three and nine months ended August 31, 2026, respectively. The impact of changes in foreign currencies is primarily due to the weakening of the Indian rupee and the Japanese yen against the U.S. dollar.

•Three and Six Months Ended May 31, 2026 versus May 31, 2025 - Revenue and revenue in constant currency both increased by $976.0$1.3 millionbillion during the three months ended MayAugust 31, 2026 and $1.4$2.7 billion during the sixnine months ended MayAugust 31, 2026, respectively. The increases are driven by growth in Manufacturing sales as well as Supply Chain Services, partially offset by a greater percentage of our sales being presented on a net basis due to aprogram higher mix of sales under arrangements which operate under a customer-owned procurement model,mix, which negatively impacted our revenue growth compared to the prior periodperiods by approximately 68%66% and 70%,68% for the three and nine months ended August 31, 2026, respectively.

Three Months Ended MayAugust 31, 2026 versus MayAugust 31, 2025

•Gross profit increased primarily due to the increase inincreased revenue due tofrom growth in both our Advanced Solutions and Endpoint Solutions distribution portfolios andas well as in Hyve Solutions where both Manufacturing and Supply Chain Services experienced growth. The impact of changes in foreign currencies had a favorable impact on gross profit of approximately $19 million.

•Gross margin decreased primarily due to product mix in Hyve Solutions,Solutions and in our Advanced Solutions portfolio, partially offset by theimproved margins in our Endpoint Solutions portfolio. The impact of the presentation of additional revenue on a net basis primarily in our Hyve Solutions portfolio which positively impacted our gross margin by approximately 1211 basis points.points, primarily in Hyve Solutions due to program mix.

SixNine Months Ended MayAugust 31, 2026 versus MayAugust 31, 2025

•Gross profit increased primarily due to the increase inincreased revenue due tofrom growth in our Advanced Solutions and Endpoint Solutions distribution portfolios and in Hyve Solutions where both Manufacturing and Supply Chain Services experienced growth. The impact of changes in foreign currencies had a favorable impact on gross profit of approximately $66$61 million.

•Gross margin increaseddecreased primarily due to product mix in Hyve Solutions, partially offset by the presentation of additional revenues on a net basisbasis, primarily in our Hyve Solutions portfolio,Solutions, which positively impacted our gross margin by approximately 2419 basis points, partially offset by a decline in Hyve Solutions margins due to product mix.points.

Three and SixNine Months Ended MayAugust 31, 2026 versus MayAugust 31, 2025

•SG&A expenses and adjusted SG&A expenses increased primarily due to higher personnel costs,costs and higher credit costs,costs. and theThe impact of changes in foreign currencies,currencies whichon hadSG&A anexpenses was immaterial for the three months ended August 31, 2026, and was unfavorable impact ofby approximately $15 million and $48$51 million for the three and sixnine months ended MayAugust 31, 2026, respectively.2026.

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

The following tables provide an analysis of operating income and non-GAAP operating income on a consolidated and reportable segment basis as well as a reconciliation of operating income to non-GAAP operating income on a consolidated and reportable segment basis for the three and sixnine months ended MayAugust 31, 2026 and 2025:

Consolidated - Three and SixNine Months Ended MayAugust 31, 2026 versus MayAugust 31, 2025

•Operating margin and non-GAAP operating margin increased primarily due to increased operating leverage resulting from the increase in revenue, along with impacts from the presentation of additional revenues on a net basis primarily in Hyve Solutions due to theprogram mix of products sold.mix. The presentation of additional revenues on a net basis positively impacted our operating margin and non-GAAP operating margin by approximately 5 and 6 basis points, respectively, during the three months ended MayAugust 31, 2026, and 108 and 119 basis points, respectively, during the sixnine months ended MayAugust 31, 2026.

Americas distribution - Three and Six Months Endedended MayAugust 31, 2026 versus MayAugust 31, 2025

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

•Operating margin and non-GAAP operating margin increased primarily due to increased operating leverage resulting from the increase in revenue, partially offset by a decline in gross margin along with impacts from the presentation of additional revenues on a gross basis due to the mix of products sold. The presentation of additional revenues on a gross basis negatively impacted our operating margin andby approximately 22 basis points. Non-GAAP operating margin slightly decreased, primarily due to impacts from the presentation of additional revenues on a gross basis due to the mix of products sold, partially offset by increased operating leverage resulting from the increase in revenue. The presentation of additional revenues on a gross basis negatively impacted our non-GAAP operating margin by approximately 12 and 1528 basis points, respectively, during the three months ended May 31, 2026, and 6 and 7 basis points, respectively, during the six months ended May 31, 2026.points.

EuropeAmericas distribution - Three and SixNine Months Ended MayAugust 31, 2026 versus MayAugust 31, 2025

•Operating margin and non-GAAP operating margin increased primarily due to increased operating leverage resulting from the increase in revenue, partially offset by the effects of a greater percentage of our revenue being presented on a gross basis due to the mix of products sold, which negatively impacted our operating margin and non-GAAP operating margin by approximately 7 and 108 basis points during the three months ended MayAugust 31, 2026, and by 45 and 67 basis points during the sixnine months ended MayAugust 31, 2026, respectively.

APJ distribution - Three Months Ended MayAugust 31, 2026 versus MayAugust 31, 2025

•Operating margin and non-GAAP operating margin increased primarily due to increased operating leverage resulting from the increase in revenue,revenue. alongThe withpresentation anof increaseadditional inrevenues grosson margin.a net basis positively impacted both our operating margin and non-GAAP operating margin by approximately 5 basis points for the nine months ended August 31, 2026.

Hyve Solutions - Three and SixNine Months Ended MayAugust 31, 2026 versus MayAugust 31, 2025

•Operating income and non-GAAP operating income increased primarily due to strong revenue growth in Manufacturing as well as Supply Chain Services.

•Operating margin and non-GAAP operating margin increased primarily due to a greater percentage of our sales being presented on a net basis due to program mix, partially offset by a higherdecline mixin gross margin. The presentation of salesadditional underrevenues arrangements which operate underon a customer-ownednet procurement model. Thisbasis positively impacted our operating margin and non-GAAP operating margin by approximately 189 and 190 basis points, respectively,2% for theall threeperiods months ended May 31, 2026, and 220 and 223 basis points, respectively, for the six months ended May 31, 2026.presented.

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

Three and SixNine Months Ended MayAugust 31, 2026 versus MayAugust 31, 2025

Interest expense and finance charges, net increased, primarily driven by an increase in short-term borrowings to fund working capital requirements, along with increased costs associated with the sale of accounts receivable due to higher volumes of sold receivables. Accounts receivable discount fees for these programs totaled $23.4$28.6 million and $13.5$18.0 million in the three months ended MayAugust 31, 2026 and 2025, respectively, and $44.2$72.8 million and $25.5$43.5 million in the sixnine months ended MayAugust 31, 2026 and 2025, respectively. This impact was partially offset by lower average interest rates.

Three and SixNine Months Ended MayAugust 31, 2026 versus MayAugust 31, 2025

Other income (expense), net improved primarily due to gains recognizedrealized upon on salesthe sale of investments in equity securities of $10.8 million and $33.1 million during the threefirst two fiscal quarters of fiscal 2026 and sixdividends monthsreceived endedfrom Mayinvestments 31,in 2026,equity respectively.securities of $37.4 million during the third fiscal quarter of fiscal 2026.

Three and Nine Months Ended MayMonths Ended August 31, 2026 versus MayAugust 31, 2025