UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23 22, 2026

LOGO

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.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

10800 Roosevelt Boulevard North, St. Petersburg, Florida 33716

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) (Zip Code)

Registrant’s telephone number, including area code (727) 577-~~6749~~9749

(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 15.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

OnThe ~~January 23,~~Annual ~~2026,~~Meeting ~~Jabil Inc. (the “Company”) issued $500 million aggregate principal amount~~ of ~~its~~Stockholders ~~4.200% Senior Notes due 2029 (the “2029 Notes”) and $500 million aggregate principal amount~~ of ~~its~~Jabil 4Inc.~~750%~~ ~~Senior Notes due 2033~~ (~~the~~ “~~2033 Notes~~Jabil” ~~and~~or ~~together with~~ the ~~2029 Notes, the~~ “~~Notes~~Company”) inwas anheld ~~underwritten~~on ~~public~~January 22, ~~offering (the “Offering”)~~2026. ~~The~~Set ~~forms~~forth ~~and~~below ~~terms~~are of the ~~Notes~~voting ~~were~~results ~~established~~for ~~pursuant~~the tofour anproposals ~~Officers’~~contained ~~Certificate,~~within ~~dated~~our asProxy ofStatement ~~January 23, 2026 (the “Officers’ Certificate”), supplementing the Indenture,~~ dated ~~as of January~~December 1612, ~~2008~~2025, ~~between the Company~~ and ~~U.S.~~presented ~~Bank~~for ~~Trust~~stockholder ~~Company,~~vote ~~National~~at ~~Association~~such ~~(as~~meeting: ~~ultimate successor in interest to The Bank of New York Mellon Trust Company, N.A.), as trustee (the “Indenture”).~~

1. The ~~2029~~following ~~Notes~~nominees ~~mature~~were onelected ~~February 1,~~to ~~2029,~~serve ~~and~~as ~~bear~~directors ~~interest~~of atthe Company until the ~~rate~~next annual meeting of ~~4.200%~~stockholders ~~per~~or ~~annum,~~until ~~payable~~their ~~semi-annually~~respective insuccessors ~~arrears~~are onduly ~~February 1~~elected and ~~August 1~~qualified: ofMs. ~~each~~Anousheh ~~year~~Ansari, ~~beginning~~Ms. ~~August 1~~Sujatha Chandrasekaran, ~~2026~~Mr. ~~The~~Michael ~~2033~~Dastoor, ~~Notes~~Mr. ~~mature~~Christopher onS. ~~February 1,~~Holland ~~2033,~~and Mr. Steven A. Raymund. Mr. John Plant and ~~bear~~Mr. ~~interest~~N.V. at“Tiger” Tyagarajan did not receive a majority of votes cast for their election to the ~~rate~~board of 4directors (the “Board”).~~750%~~ ~~per~~In ~~annum,~~accordance ~~payable~~with ~~semi-annually~~the Company’s director resignation policy set forth in ~~arrears~~the onCompany’s ~~February 1~~Amended and ~~August 1~~Restated ofBy-Laws ~~each~~(the ~~year~~“Resignation Policy”), ~~beginning~~on ~~August 1~~January 23, 2026, Mr. ~~The~~Plant ~~Notes~~and ~~are~~Mr. ~~unsecured~~Tyagarajan ~~obligations~~offered oftheir ~~the~~respective ~~Company~~resignations ~~and~~from ~~rank~~the ~~equally~~Board, inconditioned ~~right~~upon ofBoard ~~payment~~acceptance. In accordance with ~~all~~the Resignation Policy, the Nominating and Governance Committee (the “Committee”) of the ~~Company~~Board will consider Mr. Plant’s ~~other~~and ~~existing~~Mr. Tyagarajan’s resignations and ~~future~~recommend ~~senior~~to ~~unsecured~~the ~~indebtedness~~Board regarding whether to accept or reject their respective resignations. The Board will act on the Committee’s recommendation and publicly disclose its decision and rationale within 90 days following the Committee’s recommendation.

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.


	FOR		AGAINST		ABSTAIN		NON-VOTE
Anousheh Ansari		85,421,545		1,723,670		163,459		9,067,264
Sujatha Chandrasekaran		86,667,805		597,090		43,779		9,067,264
Michael Dastoor		86,491,719		778,185		38,770		9,067,264
Christopher S. Holland		78,592,407		8,679,911		36,356		9,067,264
John C. Plant		13,973,878		73,295,834		38,962		9,067,264
Steven A. Raymund		77,111,812		10,159,306		37,556		9,067,264
N. V. “Tiger” Tyagarajan		26,443,916		60,800,219		64,539		9,067,264

On2. orThe ~~after~~appointment ~~January 1, 2029 (one month prior to the scheduled maturity date~~ of ~~the~~Ernst ~~2029~~& ~~Notes),~~Young inLLP ~~the~~as ~~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’s ~~may~~independent ~~redeem~~registered ~~all~~public oraccounting afirm ~~portion~~for of the ~~applicable~~fiscal ~~series~~year ofending ~~Notes~~August ~~at a redemption price equal to 100% of the principal amount thereof~~31, ~~plus accrued and unpaid interest~~2026, ifwas ~~any,~~ratified ~~to,~~by ~~but excluding,~~ the ~~applicable~~vote ~~redemption~~set ~~date.~~forth below:

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.


FOR	AGAINST	ABSTAIN	NON-VOTE
95,104,341	1,226,018	45,579	—

3. The ~~Indenture contains certain covenants, including, but not limited to, covenants limiting the~~ Company’s ~~ability~~executive ~~and/or~~compensation ~~its~~was ~~subsidiaries’~~approved ~~ability to: create certain liens; enter into sale and leaseback transactions; create, incur, issue, assume or guarantee any funded debt~~ (~~applicable~~on ~~only~~an toadvisory ~~the Company’s “restricted subsidiaries”~~basis); ~~guarantee~~by ~~any of~~ the ~~Company’s~~vote ~~indebtedness~~set ~~(applicable~~forth ~~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.~~ below:

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.


FOR	AGAINST	ABSTAIN	NON-VOTE
84,693,456	2,457,288	157,930	9,067,264

~~Item 8~~4.~~01.~~ ~~Other~~The ~~Events.~~stockholder proposal entitled “Shareholder Right to Act by Written Consent” was not approved by the vote set forth below:

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.


FOR	AGAINST	ABSTAIN	NON-VOTE
33,551,092	53,567,757	189,825	9,067,264

~~The~~SIGNATURES 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~~Pursuant ~~Notes were issued in a public offering pursuant~~ to the ~~Company’s~~requirements ~~Registration~~of ~~Statement~~the onSecurities ~~Form~~Exchange ~~S-3~~Act ~~(File~~of ~~No. 333-273111)~~1934, ~~and a related prospectus supplement dated~~ as ~~of January 14~~amended, ~~2026.~~the ~~The~~Registrant ~~Company~~has isduly ~~filing~~caused ~~Exhibit~~this ~~5.1~~report ~~with~~to ~~this~~be ~~Current~~signed ~~Report~~ on ~~Form~~its ~~8-K~~behalf inby ~~connection~~the ~~with~~undersigned ~~such~~hereunto ~~Registration~~duly ~~Statement~~authorized.

Item 9.01. Financial Statements and Exhibits.


		JABIL INC.
		(Registrant)

January 27, 2026	By:	/s/ Susan Wagner-Fleming
		Susan Wagner-Fleming
		Senior Vice President, Corporate Secretary

(d) Exhibits.

ExhibitNo.		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

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