Stockholders' Equity (Tables)

12 Months Ended

Aug. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Recognized Stock-Based Compensation

The Company recognized stock-based compensation expense within selling, general and administrative expense as follows (in millions):


	Fiscal Year Ended August 31,
	2025		2024		2023
Restricted stock units	$	89	$	70	$	81
Employee stock purchase plan	18		19		14

Total	$	107	$	89	$	95

Schedule of Shares Available for Issuance

Following is a reconciliation of the shares available to be issued under the 2021 EIP as of August 31, 2025:


			Shares Available for Grant
Balance as of August 31, 2024			8,038,332

Restricted stock units granted, net of forfeitures(1)			(903,162)
Balance as of August 31, 2025			7,135,170

(1)Represents the maximum number of shares that can be issued based on the achievement of certain performance criteria.

Schedule of Restricted Stock Activity

The following table summarizes restricted stock units activity from August 31, 2024 through August 31, 2025:


	Shares	Weighted-Average Grant-Date Fair Value
Outstanding as of August 31, 2024	2,531,774	$	91.51
Changes during the period
Shares granted(1)	1,020,580	$	135.21
Shares vested	(1,117,182)	$	81.03
Shares forfeited	(117,418)	$	106.13
Outstanding as of August 31, 2025	2,317,754	$	115.06

(1)For those shares granted that are based on the achievement of certain performance criteria, the amount represents the maximum number of shares that can vest. During the fiscal year ended August 31, 2025, the Company awarded

approximately 0.6 million time-based restricted stock units, 0.1 million performance-based restricted stock units and 0.1 million market-based restricted stock units based on target performance criteria.

Schedule of Share-based Compensation Information

The following table represents the restricted stock units stock-based compensation information for the periods indicated (in millions):


	Fiscal Year Ended August 31,
	2025		2024		2023

Fair value of restricted stock units vested	$	91	$	85	$	93
Tax benefit for stock compensation expense(1)	$	2	$	3	$	2
Unrecognized stock-based compensation expense – restricted stock units	$	60
Remaining weighted-average period for restricted stock units expense	1.4 years

(1)Classified as income tax expense within the Consolidated Statements of Operations.

Schedule of Weighted Average Assumptions Used in Black-Scholes Option Pricing Model

The fair value of shares issued under the ESPP was estimated on the commencement date of each offering period using the Black-Scholes option pricing model. The following weighted-average assumptions were used in the model for each respective period:


	Fiscal Year Ended August 31,
	2025		2024		2023
Expected dividend yield	0.1	%	0.1	%	0.3	%
Risk-free interest rate	4.9	%	5.4	%	3.4	%
Expected volatility(1)	39.1	%	34.1	%	37.4	%
Expected life	0.5 years		0.5 years		0.5 years

(1)The expected volatility was estimated using the historical volatility derived from the Company’s common stock.

Schedule of Cash Dividends Declared to Common Stockholders

The following table sets forth certain information relating to the Company’s cash dividends declared to common stockholders during fiscal years 2025 and 2024:


(in millions, except for per share data)	Dividend Declaration Date	Dividend per Share		Total of Cash Dividends Declared		Date of Record for Dividend Payment	Dividend Cash Payment Date
Fiscal Year 2025	October 17, 2024	$	0.08	$	9	November 15, 2024	December 3, 2024
	January 23, 2025	$	0.08	$	8	February 18, 2025	March 4, 2025
	April 16, 2025	$	0.08	$	9	May 15, 2025	June 3, 2025
	July 17, 2025	$	0.08	$	9	August 15, 2025	September 3, 2025
Fiscal Year 2024	October 19, 2023	$	0.08	$	11	November 15, 2023	December 4, 2023
	January 25, 2024	$	0.08	$	10	February 15, 2024	March 4, 2024
	April 17, 2024	$	0.08	$	9	May 15, 2024	June 4, 2024
	July 18, 2024	$	0.08	$	10	August 15, 2024	September 4, 2024

Schedule of Common Stock Outstanding

The following represents the common stock outstanding for the fiscal year ended:


	Fiscal Year Ended August 31,
	2025	2024	2023
Common stock outstanding:
Beginning balances	113,744,167	131,294,422	135,493,980

Shares issued under employee stock purchase plan	593,727	628,960	1,043,294
Vesting of restricted stock	1,117,182	1,802,380	2,014,802
Purchases of treasury stock under employee stock plans	(330,256)	(537,318)	(571,606)
Treasury shares purchased	(7,643,925)	(19,444,277)	(6,686,048)
Ending balances	107,480,895	113,744,167	131,294,422

Schedule of Repurchase of Common Stock under Share Repurchase Program and Common Stock Repurchased through Open Market

The Company repurchases shares of its common stock under share repurchase programs authorized by the Company’s Board of Directors. The following Board approved share repurchase programs were executed through a combination of open market transactions and accelerated share repurchase (“ASR”) agreements (in millions):


	Board Approval Date	Amount Authorized		Shares Repurchased	Total Cash Utilized		Remaining Authorization		Authorization Completion Date

2022 Share Repurchase Program	Q4 FY 2021	$	1,000	16.5	$	1,000	$	—	Q2 FY 2023
2023 Share Repurchase Program	Q1 FY 2023	$	1,000	2.7	$	224	(1)		Q4 FY 2023
Amended 2023 Share Repurchase Program	Q1 FY 2024	$	2,500	20.4	$	2,500	$	—	Q1 FY 2025
2025 Share Repurchase Program	Q1 FY 2025	$	1,000	6.6	$	1,000	$	—	Q4 FY 2025
2026 Share Repurchase Program(2)	Q4 FY 2025	$	1,000	0.6	$	135	$	865

(1)In September 2023, the Board of Directors amended and increased the 2023 Share Repurchase Program to allow for the repurchase of up to $2.5 billion of the Company’s common stock.

(2)As of October 10, 2025, 0.6 million shares had been repurchased for $135 million and $865 million remains available under the 2026 Share Repurchase Program.

In addition, the Company repurchased shares of its common stock through the open market as follows (in millions):


	Fiscal Year Ended August 31,
	2025			2024			2023
	Shares	Cost		Shares	Cost		Shares	Cost
Open market share repurchases(1)	2.8	$	377	11.3	$	1,445	6.7	$	487

(1)As of October 10, 2025, 0.6 million shares had been repurchased for $135 million through open market transactions under the 2026 Share Repurchase Program.

Schedule of Accelerated Share Repurchases Agreement

The terms of ASR agreements, structured as outlined above, were as follows (in millions, except average price):


Agreement Execution Date	Agreement Settlement Date		Agreement Amount		Initial Shares Delivered	Additional Shares Delivered	Total Shares Delivered	Average Price Paid Per Share
Q1 FY 2024	Q1 FY 2024		$	500	3.3	0.6	3.9	$	128.61
Q4 FY 2024	Q1 FY 2025	(1)	$	555	4.2	1.0	5.2	$	107.08
Q2 FY 2025	Q3 FY 2025	(2)	$	310	1.8	0.2	2.0	$	154.44
Q3 FY 2025	Q4 FY 2025	(3)	$	309	1.8	0.0	1.8	$	171.91

(1)In September 2024, as part of the amended 2023 Share Repurchase Program, an ASR transaction was completed, and 1.0 million additional shares were delivered under the Q4 FY 2024 ASR agreements.

(2)In December 2024, as part of the 2025 Share Repurchase Program, the Company entered into ASR agreements to repurchase $310 million, excluding excise tax, of the Company’s common stock. Under the ASR agreements, the Company made payments of $310 million to participating financial institutions and received an initial delivery of shares of common stock. In March 2025, the ASR transaction was completed, and 0.2 million additional shares were delivered under the Q2 FY 2025 ASR agreements.

(3)In March 2025, as part of the 2025 Share Repurchase Program, the Company entered into ASR agreements to repurchase $309 million, excluding excise tax, of the Company’s common stock. Under the ASR agreements, the

Company made payments of $309 million to participating financial institutions and received an initial delivery of shares of common stock. In July 2025, the ASR transaction was completed and no additional shares were delivered under the Q3 FY 2025 ASR agreements.

Schedule of Estimated Fair Value of Warrant

The estimated fair value of the Warrant was determined as of the issuance date, using the Black-Scholes option pricing model. The following assumptions were used in the model:


	December 27, 2024
Stock price	$	145.92
Exercise price	$	137.77
Expected life	7.0 years
Expected volatility(1)	34.4		%
Risk-free interest rate	4.5		%

(1)The expected volatility was estimated using the historical volatility derived from the Company’s common stock.

Schedule of Warrant Activity

The following table summarizes the Warrant activity for the fiscal year ended August 31, 2025:


			Warrant Shares
Outstanding as of August 31, 2024			—
Changes during the period
Shares granted			1,158,539
Shares vested			(59,582)
Outstanding as of August 31, 2025			1,098,957
Exercisable as of August 31, 2025			59,582

JABIL INC 10-K