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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
August 23, 2025
Date of Report (date of earliest event reported)
BlackBerry Limited
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Canada | | 001-38232 | | 98-0164408 | |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
| | | |
2200 University Ave East | | | | | | |
Waterloo | Ontario | Canada | | | | | N2K 0A7 | |
(Address of Principal Executive Offices) | | | | | (Zip Code) | |
(519) 888-7465
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares | BB | New York Stock Exchange |
| Common Shares | BB | Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 23, 2025, the board of directors (the “Board”) of BlackBerry Limited (the “Company”) appointed Barry Mainz as a member of the Board.
Mr. Mainz will receive the same compensation for his service and the same indemnification as the Company’s other non-employee directors. Aside from such compensation, there is no arrangement or understanding between Mr. Mainz and any other person pursuant to which Mr. Mainz was appointed as a director.
The Board determined that Mr. Mainz is independent and meets the applicable director independence standards of the New York Stock Exchange and the Toronto Stock Exchange. There are no related party transactions between Mr. Mainz and the Company that would be reportable under Item 404(a) of Regulation S-K and Mr. Mainz does not have any familiar relationship with any director or executive officer of BlackBerry.
Item 7.01 Regulation FD Disclosure.
On August 27, 2025, the Company issued a press release announcing the appointment of Mr. Mainz to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
| | | | | | | | |
| Exhibit | | Description |
| 99.1 | | Press release issued by BlackBerry Limited dated August 27, 2025 |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | | | | | | | | | | | | | | | | | | | |
| | BlackBerry Limited |
| | |
Date: | | August 27, 2025 | |
By: | /s/ Phil Kurtz |
| | Name: | Phil Kurtz |
| Title: | Chief Legal Officer and Corporate Secretary |
