Jabil (JBL) sells $1B of 2029 and 2033 senior notes in public deal

Rhea-AI Filing Summary

Jabil Inc. issued $500 million of 4.200% Senior Notes due 2029 and $500 million of 4.750% Senior Notes due 2033 in an underwritten public offering. These unsecured Notes rank equally with Jabil’s other senior unsecured debt and pay interest semi-annually, starting August 1, 2026, with maturities on February 1, 2029 and February 1, 2033, respectively.

Jabil may redeem the 2029 Notes on or after January 1, 2029 and the 2033 Notes on or after December 1, 2032 at 100% of principal plus accrued interest, and earlier redemptions are permitted with a make-whole premium. If a defined Change of Control Repurchase Event occurs, holders can require Jabil to repurchase the Notes at 101% of principal. The Indenture includes covenants that limit certain liens, sale‑leasebacks, funded debt at restricted subsidiaries, guarantees by subsidiaries and major mergers or asset transfers.

Insights

Corporate credit and capital structure analyst

Jabil adds $1 billion of long-term unsecured debt in two new bond tranches.

Jabil Inc. has issued $500 million of 4.200% Senior Notes due 2029 and $500 million of 4.750% Senior Notes due 2033. Both series are senior unsecured obligations that rank equally with the company’s other senior unsecured indebtedness, which keeps the capital structure straightforward from a creditor perspective.

The bonds carry standard investment-grade style features: semi-annual interest payments beginning on August 1, 2026, optional redemption with a make-whole premium before the final months, and par calls one or two months ahead of maturity. There is also a Change of Control Repurchase Event at 101% of principal, which offers bondholders some protection if ownership changes under defined conditions.

The Indenture covenants restrict certain liens, sale and leaseback transactions, and additional funded debt and guarantees at restricted subsidiaries, as well as major mergers or transfers of substantially all assets. These terms collectively frame how much secured or structurally senior debt Jabil and its key subsidiaries can add, so future filings and debt issuances will indicate how actively the company uses this flexibility over the life of the Notes.

JABIL INC false 0000898293 0000898293 2026-01-23 2026-01-23

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

Date of Report (Date of earliest event reported): January 23, 2026

Jabil Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-14063		38-1886260
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10800 Roosevelt Boulevard North, St. Petersburg, Florida 33716

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (727) 577-6749

(Former name or former address, if changed since last report.)

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:

☐ 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 Stock, $0.001 par value per share		JBL		New York 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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On January 23, 2026, Jabil Inc. (the “Company”) issued $500 million aggregate principal amount of its 4.200% Senior Notes due 2029 (the “2029 Notes”) and $500 million aggregate principal amount of its 4.750% Senior Notes due 2033 (the “2033 Notes” and together with the 2029 Notes, the “Notes”) in an underwritten public offering (the “Offering”). The forms and terms of the Notes were established pursuant to an Officers’ Certificate, dated as of January 23, 2026 (the “Officers’ Certificate”), supplementing the Indenture, dated as of January 16, 2008, between the Company and U.S. Bank Trust Company, National Association (as ultimate successor in interest to The Bank of New York Mellon Trust Company, N.A.), as trustee (the “Indenture”).

The 2029 Notes mature on February 1, 2029, and bear interest at the rate of 4.200% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning August 1, 2026. The 2033 Notes mature on February 1, 2033, and bear interest at the rate of 4.750% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning August 1, 2026. The Notes are unsecured obligations of the Company and rank equally in right of payment with all of the Company’s other existing and future senior unsecured indebtedness.

Prior to January 1, 2029 (one month prior to the scheduled maturity date of the 2029 Notes), in the case of the 2029 Notes, and December 1, 2032 (two months prior to the scheduled maturity date of the 2033 Notes), in the case of the 2033 Notes, the Company is entitled, at its option, to redeem all or a portion of the applicable series of Notes at a redemption price equal to 100% of the principal amount thereof, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

On or after January 1, 2029 (one month prior to the scheduled maturity date of the 2029 Notes), in the case of the 2029 Notes, and on or after December 1, 2032 (two months prior to the scheduled maturity date of the 2033 Notes), in the case of the 2033 Notes, the Company may redeem all or a portion of the applicable series of Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

The Company may also be required to offer to repurchase the Notes upon the occurrence of a Change of Control Repurchase Event (as defined in the Officers’ Certificate) at a repurchase price equal to 101% of the aggregate principal amount of Notes to be repurchased.

The Indenture contains certain covenants, including, but not limited to, covenants limiting the Company’s ability and/or its subsidiaries’ ability to: create certain liens; enter into sale and leaseback transactions; create, incur, issue, assume or guarantee any funded debt (applicable only to the Company’s “restricted subsidiaries”); guarantee any of the Company’s indebtedness (applicable only to the Company’s subsidiaries); and consolidate or merge with, or convey, transfer or lease all or substantially all of its assets to another person.

The foregoing description of the Notes is qualified in its entirety by reference to the complete terms and conditions of the Officers’ Certificate and the forms of Notes, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01. Other Events.

In connection with the Offering, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) among the Company, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters listed in Schedule I to the Underwriting Agreement, with respect to the offer and sale of the Notes. The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary closing conditions, indemnification rights and termination provisions.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Notes were issued in a public offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-273111) and a related prospectus supplement dated as of January 14, 2026. The Company is filing Exhibit 5.1 with this Current Report on Form 8-K in connection with such Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of January 14, 2026, among the Company, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters listed therein
4.1		Officers’ Certificate, dated as of January 23, 2026, establishing the 4.200% Senior Notes due 2029 and the 4.750% Senior Notes due 2033
4.2		Form of 4.200% Senior Notes due 2029 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.1)
4.3		Form of 4.750% Senior Notes due 2033 (included as Exhibit B to the Officers’ Certificate filed herewith as Exhibit 4.1)
5.1		Opinion of Gibson, Dunn & Crutcher LLP relating to the Notes
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in opinion filed as Exhibit 5.1)
104		Cover Page Interactive Data File, formatted in Inline XBRL

Signature

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.

JABIL INC.
By:		/s/ Susan Wagner-Fleming
		Susan Wagner-Fleming Senior Vice President, Securities, M&A and Corporate Secretary

Date: January 23, 2026

FAQ

What type of debt did Jabil Inc. (JBL) issue in this 8-K?

Jabil Inc. issued $500 million of 4.200% Senior Notes due 2029 and $500 million of 4.750% Senior Notes due 2033 as unsecured senior obligations in an underwritten public offering.

What are the interest rates and payment dates on Jabil (JBL) new Senior Notes?

The 2029 Notes bear interest at 4.200% per year and the 2033 Notes at 4.750%, with interest paid semi-annually on February 1 and August 1, starting August 1, 2026.

When do Jabil’s 2029 and 2033 Senior Notes mature?

The 4.200% Senior Notes mature on February 1, 2029, and the 4.750% Senior Notes mature on February 1, 2033.

Can Jabil (JBL) redeem the new Senior Notes early?

Yes. Before January 1, 2029 for the 2029 Notes and December 1, 2032 for the 2033 Notes, Jabil may redeem them at 100% of principal plus a make-whole premium and accrued interest. After those dates, Jabil may redeem at 100% of principal plus accrued interest.

What happens to Jabil’s new Notes if there is a Change of Control?

If a Change of Control Repurchase Event (as defined in the Officers’ Certificate) occurs, Jabil may be required to offer to repurchase the Notes at 101% of their aggregate principal amount.

What covenants apply to Jabil (JBL) under the Indenture for these Notes?

The Indenture includes covenants limiting Jabil’s and certain subsidiaries’ ability to create certain liens, enter into sale and leaseback transactions, incur or guarantee specified funded debt, guarantee Jabil’s indebtedness, and to merge or transfer substantially all assets.

Under which registration statement were Jabil’s new Senior Notes offered?

The Notes were issued in a public offering under Jabil’s Registration Statement on Form S-3 (File No. 333-273111), using a related prospectus supplement dated January 14, 2026.