JABIL INCJBL
JABIL INC Stock Compensation Disclosure
Stockholders’ Equity
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 | |||||||||||
Equity Compensation Plan
The 2021 Equity Incentive Plan (the “2021 EIP”) provides for the grant of restricted stock awards, restricted stock unit awards and other stock-based awards. The maximum aggregate number of shares that are available for issuance under the 2021 EIP is 11,000,000.
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.
Restricted Stock Units
Certain key employees have been granted time-based, performance-based and market-based restricted stock units. The time-based restricted stock units granted generally vest on a graded vesting schedule over three years. The performance-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200%, depending on the specified performance condition and the level of achievement obtained. The performance-based restricted stock units have a vesting condition that is based upon the Company’s cumulative adjusted core earnings per share during the performance period. The market-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200%, depending on the specified performance condition and the level of achievement obtained. The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company.
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.
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.
Employee Stock Purchase Plan
The maximum aggregate number of shares available for issuance under the 2011 Employee Stock Purchase Plan (the “ESPP”) is 23,000,000.
Employees are eligible to participate in the ESPP after 90 days of employment with the Company. The ESPP permits eligible employees to purchase common stock through payroll deductions, which may not exceed 10% of an employee’s compensation, as defined in the ESPP, at a price equal to 85% of the fair value of the common stock at the beginning or end of the offering period, whichever is lower. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code. As of August 31, 2025, 8,765,309 shares remained available for issue under the 2011 ESPP.
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.
Dividends
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 | |||||||||||||||||||||||
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 | ||||||||||||||
Treasury Shares Purchased
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.
Under ASR agreements, the Company makes payments to the participating financial institutions and receives an initial delivery of shares of common stock. The final number of shares delivered upon settlement of the ASR agreements is determined based on a discount to the volume weighted average price of the Company’s common stock during the term of the agreements. At the time the shares are received by the Company, the initial delivery and the final receipt of shares upon settlement of the ASR agreements results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.
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.
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.
Warrants
On December 27, 2024, the Company issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC (“Warrantholder”) to acquire up to 1,158,539 ordinary shares of the Company (“Warrant Shares”) at an initial exercise price of $137.7671 per share, which is the preceding 30 trading day VWAP. The Warrant allows for cashless exercise and expires December 27, 2031. The Warrant Shares are subject to vesting for payments for purchased products and services over the seven-year Warrant term, with 59,582 of the Warrant Shares having vested upon issuance.
Upon the consummation of an acquisition transaction (as defined in the Warrant), subject to certain exceptions, the unvested portion of the Warrant will vest in full. So long as the Warrant is unexercised, the Warrant does not entitle the Warrantholder to any voting rights or any other common stockholder rights. The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments.
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.
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 | ||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Oct 17, 2025 | Showing above |
| 2019 | Oct 22, 2019 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.