8-K

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

February 3, 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 2.01 Completion of Disposition of Assets

On February 3, 2025, BlackBerry Limited (the “Company”) completed the previously-announced sale of its Cylance® endpoint security assets to Arctic Wolf Networks, Inc. (“Arctic Wolf”). Under the terms of the Equity and Asset Purchase Agreement dated December 15, 2024, by and among the Company, Arctic Wolf, and certain subsidiaries of the Company and Arctic Wolf (the “Equity and Asset Purchase Agreement”) governing the sale, the Company received approximately $80 million of cash and 5.5 million common shares in Arctic Wolf at closing and expects to receive approximately $40 million of additional cash on the first anniversary of closing.

The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by the full text of the Equity and Asset Purchase Agreement, a copy of which filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 20, 2024 and is incorporated herein by reference.

Item 8.01 Other Events

On February 3, 2025, the Company issued a press release announcing the closing of the sale. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit	Description
99.1	Press release issued by BlackBerry Limited dated February 3, 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:	February 3, 2025	By:	/s/ Tim Foote
			Name:	Tim Foote
			Title:	Chief Financial Officer

EX-99.1

Arctic Wolf and BlackBerry Announce Closing of Acquisition for Cylance

WATERLOO, ONTARIO and EDEN PRAIRIE, MINNESOTA – February 3, 2025 – Arctic Wolf® and BlackBerry Limited(NYSE: BB; TSX:BB), two global leaders in security software and services, today announced the successful closing of the acquisition of BlackBerry’s Cylance® endpoint security assets by Arctic Wolf. The two companies entered into a definitive agreement on December 15, 2024.

“We are pleased to have successfully closed this pivotal transaction for BlackBerry and look forward to continuing our relationship with Arctic Wolf as a customer, as a reseller of the portfolio to our large government customers, and as a shareholder of this dynamic, growing company,” said John Giamatteo, chief executive officer of BlackBerry.

"Today, the launch of Aurora Endpoint Security represents a transformative step in how organizations adopt endpoint protection," said Nick Schneider, president and chief executive officer of Arctic Wolf. "By integrating Cylance’s advanced AI-driven capabilities into the Aurora Platform, and combined with the expertise of one of the world’s largest commercial security operations centers (SOCs), Arctic Wolf’s Aurora Endpoint Security offerings help organizations reduce risk exposure with better prevention and threat detection, eliminate alert fatigue and false positives, and build stronger, more resilient defenses.”

Aurora Endpoint Security is Arctic Wolf’s portfolio of advanced endpoint protection solutions, designed to extend AI-driven prevention and detection capabilities directly to the endpoint. Seamlessly integrated into the Arctic Wolf Aurora Platform, Aurora Endpoint Security leverages insights from over 10,000 customers and more than 7 trillion security observations weekly to address advanced and emerging threats. Aurora Endpoint Security includes four solutions tailored to meet diverse customer needs: Aurora Protect, Aurora Endpoint Defense, Aurora Managed Endpoint Defense On-Demand, and Aurora Managed Endpoint Defense.

Learn more about Aurora Endpoint Security in a blog post from Arctic Wolf’s President and CEO, Nick Schneider.

Discover more about BlackBerry in a blog post from BlackBerry’s CEO, John Giamatteo.

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.

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

Trademarks, including but not limited to BLACKBERRY and EMBLEM Design, are the trademarks or registered trademarks of BlackBerry Limited, and the exclusive rights to such trademarks are expressly reserved. All other trademarks are the property of their respective owners. BlackBerry is not responsible for any third-party products or services.

About Arctic Wolf:Arctic Wolf® is a global leader in security operations, enabling customers to manage their cyber risk in the face of modern cyber-attacks via a premier cloud-native security operations platform. The Arctic Wolf Aurora Platform ingests and analyzes more than 7 trillion security events a week to help enable cyber defense at an unprecedented capacity and scale, empowering customers of virtually any size across a wide range of industries to feel confident in their security posture, readiness, and long-term resilience. By delivering automated threat protection, response, and remediation capabilities, Arctic Wolf delivers world-class security operations with the push of a button so customers can defend their greatest assets at the speed of data. For more information about Arctic Wolf, visit arcticwolf.com or follow us at @AWNetworks, on LinkedIn or Facebook.

© 2025 Arctic Wolf Networks, Inc., All Rights Reserved. Arctic Wolf, Aurora, Alpha AI, Arctic Wolf Security Operations Cloud, Arctic Wolf Managed Detection and Response, Arctic Wolf Managed Risk, Arctic Wolf Managed Security Awareness, Arctic Wolf Incident Response, and Arctic Wolf Concierge Security Team are either trademarks or registered trademarks of Arctic Wolf Networks, Inc. or Arctic Wolf Networks Canada, Inc. and any subsidiaries in Canada, the United States, and/or other countries.

BlackBerry Investor Contact:

BlackBerry Investor Relations

+1 (519) 888-7465

investorrelations@blackberry.com

BlackBerry Media Contacts:

BlackBerry Media Relations

+1 (519) 597-7273

mediarelations@BlackBerry.com

Arctic Wolf Press Contact:

Ilina Cashiolailina.cashiola@arcticwolf.com

202-340-0517

XML

Cover	Feb. 03, 2025
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 03, 2025
Entity Registrant Name	BlackBerry Limited
Entity Incorporation, State or Country Code	Z4
Entity File Number	001-38232
Entity Tax Identification Number	98-0164408
Entity Address, Address Line One	2200 University Ave East
Entity Address, City or Town	Waterloo
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	N2K 0A7
City Area Code	519
Local Phone Number	888-7465
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001070235
Amendment Flag	false
NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
Title of 12(g) Security	Common Shares
Trading Symbol	BB
Security Exchange Name	NYSE