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[8-K] BLACKBERRY Ltd Reports Material Event

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8-K

Rhea-AI Filing Summary

BlackBerry Limited is renewing its normal course issuer bid share buyback program after receiving acceptance from the Toronto Stock Exchange. The renewed program authorizes repurchases of up to 26,785,714 common shares, about 4.58% of the public float as of April 30, 2026.

The buyback can be executed through the TSX, NYSE, other exchanges and alternative trading systems, and any shares repurchased will be cancelled. The program runs from May 12, 2026, until the earlier of May 11, 2027, an earlier date set by BlackBerry, or once the maximum authorized shares are repurchased.

As of April 30, 2026, BlackBerry had 586,061,407 common shares outstanding and had already repurchased 18,136,158 shares at a weighted average price of US$3.85 under the existing program. The company states it has strengthened its balance sheet in fiscal 2026 and expects meaningful positive operating cash flow during fiscal 2027, viewing selective buybacks as an attractive use of excess cash and a way to offset equity incentive plan dilution.

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Insights

BlackBerry renews a modest share buyback, signaling balance sheet comfort but limited dilution impact.

BlackBerry received TSX approval to renew its normal course issuer bid, permitting repurchases of up to 26,785,714 common shares, about 4.58% of its public float. Repurchases will occur through North American exchanges and alternative trading systems, with all acquired shares cancelled.

The company previously bought 18,136,158 shares at a weighted average price of US$3.85 under the existing program, which sought approval for up to 27,855,153 shares. Management notes a strengthened balance sheet in fiscal 2026 and expects meaningful positive operating cash flow in fiscal 2027, framing buybacks as an opportunistic use of excess cash.

This authorization is relatively small versus the 586,061,407 shares outstanding as of April 30, 2026, so dilution offset and earnings-per-share effects are likely incremental rather than transformative. Actual impact depends on how aggressively BlackBerry repurchases within exchange and regulatory limits, including the TSX daily cap of 563,825 shares.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New NCIB authorization 26,785,714 shares Maximum common shares repurchasable under renewed program
Authorized portion of float 4.58% Portion of public float as of April 30, 2026
Shares outstanding 586,061,407 shares Common shares outstanding as of April 30, 2026
Public float 584,830,432 shares Public float as of April 30, 2026
Existing program repurchases 18,136,158 shares Shares repurchased under current program as of April 30, 2026
Weighted average repurchase price US$3.85 per share Existing program average purchase price
Prior NCIB capacity 27,855,153 shares Maximum shares approved under existing program
TSX daily purchase limit 563,825 shares Maximum daily purchases on TSX, excluding block trades
normal course issuer bid financial
"renewal of its normal course issuer bid (“NCIB”) share buyback program"
A Normal Course Issuer Bid is when a company buys back its own shares from the stock market over time. This usually shows that the company believes its stock is undervalued and wants to support its price, which can be important for investors to watch.
public float financial
"representing approximately 4.58% of the outstanding public float as of the close"
Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.
issuer bid exemption orders regulatory
"share repurchase programs under issuer bid exemption orders issued by securities regulatory"
Orders used when a company buys back its own shares under a regulatory exemption that lets the company complete repurchases with fewer formal steps or disclosures than a full, regulated tender offer. Investors care because these buybacks reduce the number of shares available, can push the share price up, change ownership proportions and voting power, and signal management’s view of the company’s value — think of a shop quietly removing items from sale to boost scarcity and price.
weighted average purchase price financial
"repurchased 18,136,158 common shares at a weighted average purchase price of US$3.85"
The weighted average purchase price is the average cost per share you paid across multiple buys, calculated so larger purchases count more than smaller ones. Imagine buying apples at different prices: the overall price you effectively paid depends on how many apples you bought at each price. Investors use it to measure true cost basis, calculate gains or losses, decide when to sell, and manage taxes and portfolio performance.
forward-looking statements regulatory
"Forward-looking statements in this news release are made pursuant to the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
0001070235false00010702352026-05-082026-05-080001070235exch:XNYS2026-05-082026-05-08

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

May 8, 2026
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)
(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 classTrading Symbol(s)Name of each exchange on which registered
Common SharesBBNew York Stock Exchange
Common SharesBBToronto 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 7.01 Regulation FD Disclosure.

On May 8, 2026, BlackBerry Limited (the “Company”) issued a press release announcing that the Toronto Stock Exchange has accepted the Company’s notice to implement a normal course issuer bid to repurchase for cancellation up to 26,785,714 of the Company’s common shares, representing approximately 4.58% of the outstanding public float as of April 30, 2026. The program is scheduled to commence on May 12, 2026 and will expire no later than May 11, 2027. A copy of the press release discussing the announcement is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

ExhibitDescription
99.1
Press release issued by BlackBerry Limited dated May 8, 2026
104Cover 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:		 May 8, 2026  
By: 		/s/ Tim Foote
 Name: Tim Foote
Title:Chief Financial Officer



NEWS RELEASE
FOR IMMEDIATE RELEASE


BlackBerry Announces Renewal of Normal Course Issuer Bid Share Buyback Program

WATERLOO, ONTARIO – May 8, 2026– BlackBerry Limited (NYSE: BB; TSX: BB) today announced that it has received acceptance from the Toronto Stock Exchange (the “TSX”) for the renewal of its normal course issuer bid (“NCIB”) share buyback program. The renewed program allows for the repurchase of up to 26,785,714 of its common shares, representing approximately 4.58% of the outstanding public float as of the close of business on April 30, 2026.

Under the NCIB, BlackBerry can purchase its common shares through the TSX, other Canadian stock exchanges, the New York Stock Exchange (the “NYSE”), and/or alternative trading systems in Canada and the United States. Subject to regulatory approval, purchases of its common shares may also be made by BlackBerry by way of private agreements or share repurchase programs under issuer bid exemption orders issued by securities regulatory authorities. Any BlackBerry common shares purchased through the NCIB will be cancelled.

As of the close of business on April 30, 2026, BlackBerry had 586,061,407 common shares outstanding and the public float was 584,830,432 common shares. The average daily trading volume on the TSX for the 6 months ending on April 30, 2026, was 2,255,303 common shares. Daily purchases through the TSX will be limited to 563,825 common shares, other than block purchases. As of the close of business on April 30, 2026, BlackBerry had repurchased 18,136,158 common shares at a weighted average purchase price of US$3.85 per common share through the facilities of the TSX, NYSE and alternative trading systems pursuant to the existing share buyback program that commenced on May 12, 2025 and expires on May 11, 2026, under which BlackBerry sought and received approval from the TSX to purchase up to 27,855,153 common shares.

The NCIB will commence on May 12, 2026, and will terminate on the earliest of: (A) May 11, 2027, (B) such date as BlackBerry may determine, and (C) the date on which the maximum number of common shares that may be purchased under this NCIB has been reached by BlackBerry.

The purchase price of any common shares purchased by BlackBerry under the NCIB will be the market price at the time of acquisition. The purchase price of any common shares purchased by BlackBerry under issuer bid exemption orders issued by securities regulatory authorities will be determined through negotiations with arm’s length third parties and is expected to be at a discount to or around the market price.

BlackBerry further strengthened its balance sheet in fiscal 2026 and expects to generate meaningful positive operating cash flow during fiscal 2027. BlackBerry believes that, from time to time, the market price of its common shares may not fully reflect the underlying value of its business and its future prospects. In such circumstances, the purchase by BlackBerry of its common shares may represent an appropriate use of available funds, since a portion of BlackBerry’s excess cash can be invested for an attractive, risk-adjusted return on capital through the NCIB. Common shares purchased under the NCIB will also help to offset the dilutive effect of common shares issued under BlackBerry’s equity incentive plan.

Having an NCIB in place at this time will provide BlackBerry with the flexibility to purchase its common shares for cancellation where this aligns with its investment and capital allocation strategies. BlackBerry does not expect that any decision to allocate cash to purchase its common shares will affect its long-term strategy. The actual number of common shares that will be purchased under the NCIB, and the timing of any such purchases, will be determined by BlackBerry, subject to the limits imposed by the TSX, the NYSE and applicable securities laws in Canada and the United States. There cannot be any assurances as to how many common shares, if any, will ultimately be purchased by BlackBerry under the NCIB.



About BlackBerry
BlackBerry (NYSE:BB)(TSX:BB) provides enterprises and governments the intelligent software and services that power the world around us. Based in Waterloo, Ontario, the company's high-performance foundational software enables major automakers and industrial giants alike to unlock transformative applications, drive new revenue streams and launch innovative business models, all without sacrificing safety, security, and reliability. With a deep heritage in Secure Communications, BlackBerry delivers operational resiliency with a comprehensive, highly secure, and extensively certified portfolio for mobile fortification, mission-critical communications, and critical events management.

Forward-looking statements in this news release are made pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used herein, words such as “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “intend”, “believe”, and similar expressions, are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by BlackBerry Limited in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that BlackBerry believes are appropriate in the circumstances, including but not limited to BlackBerry’s beliefs regarding the value of its shares and the investment community’s perception thereof, its fiscal 2027 operating cash flow and regulatory requirements. Many factors could cause BlackBerry’s actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including those described in the “Risk Factors” section of BlackBerry’s Annual Information Form, which is included in its Annual Report on Form 10-K (copies of which filings may be obtained at www.sedarplus.ca or www.sec.gov). These factors should be considered carefully, and readers should not place undue reliance on BlackBerry’s forward-looking statements. BlackBerry 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 law.

For more information, visit BlackBerry.com and follow @BlackBerry.  

###
Investor Contact:
BlackBerry Investor Relations
+1 (519) 888-7465
investorrelations@BlackBerry.com

Media Contact:
BlackBerry Media Relations
+1 (519) 597-7273
mediarelations@BlackBerry.com

Source: View Original Filing on SEC EDGAR

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