Flex Ltd SEC Filings

FLEX LTD. (FLEX) disclosed insider activity by Chief Commercial Officer Michael P. Hartung. On November 11, 2025, he sold 15,000 ordinary shares in three transactions: 11,442 shares at a weighted average price of $62.0165 (range $61.48–$62.443), 3,496 shares at a weighted average price of $62.8281 (range $62.49–$63.31), and 62 shares at $63.50. These sales were made under a Rule 10b5-1(c) trading plan adopted on June 17, 2025. Following the transactions, he beneficially owns 211,198 shares directly.

Flex Ltd. completed a registered debt offering, selling $150,000,000 aggregate principal amount of 5.250% Notes due 2032 and $600,000,000 aggregate principal amount of 5.375% Notes due 2035 under its Form S-3 shelf. The additional 2032 Notes reopen and form a single series with the $500,000,000 5.250% Notes due 2032 issued on August 21, 2024.

Interest on the 2032 Notes is payable on January 15 and July 15 each year, starting January 15, 2026; maturity is January 15, 2032. Interest on the 2035 Notes is payable on May 13 and November 13 each year, starting May 13, 2026; maturity is November 13, 2035. Both series are senior unsecured obligations, with optional redemption by the Company at stated prices and a holder repurchase right upon a change of control repurchase event, as defined in the applicable indentures. The indentures include limited covenants on liens, sale-leasebacks, and mergers, with customary events of default.

Flex Ltd. is offering $150,000,000 aggregate principal amount of additional 5.250% Notes due 2032 and $600,000,000 aggregate principal amount of 5.375% Notes due 2035. The additional 2032 notes are a reopening of the existing 5.250% 2032 series and, upon settlement, total 2032 notes outstanding will be $650,000,000. Pricing was set at 101.561% for the 2032 add-on and 99.732% for the 2035 notes, with underwriting discounts of 0.625% and 0.650%, respectively.

Flex estimates approximately $743.5 million in net proceeds (excluding accrued interest on the 2032 add-on) and intends to repay or redeem its 3.750% Notes due February 1, 2026 ($675.0 million outstanding as of September 26, 2025), with any remainder for general corporate purposes. Interest on the additional 2032 notes accrues from July 15, 2025 and is payable January 15 and July 15, beginning January 15, 2026; the 2035 notes accrue from November 13, 2025 and pay on May 13 and November 13, beginning May 13, 2026.

The notes are senior unsecured obligations. Flex may redeem at a make‑whole premium prior to the par call dates (November 15, 2031 for 2032s; August 13, 2035 for 2035s) and at par thereafter, and must offer to repurchase at 101% upon a change of control. No exchange listing is intended.

Flex Ltd. launched a preliminary prospectus supplement for a primary debt offering, including an add-on to its 5.250% Notes due 2032 and a new series of senior unsecured notes. The additional 2032 notes will be fully fungible with the existing 2032 series and carry the same core terms, with interest paid each January 15 and July 15.

Flex plans to use net proceeds to repay or redeem its 3.750% Notes due February 1, 2026, with any remainder for general corporate purposes. As of September 26, 2025, $675.0 million aggregate principal of the 2026 notes was outstanding. The existing 2032 notes total $500,000,000 issued on August 21, 2024.

The notes rank as senior unsecured obligations. Flex may redeem either series prior to the par call date at a make-whole premium (2032 notes: Treasury Rate plus 25 bps) and at par thereafter, and must offer to repurchase upon a change of control repurchase event at 101% of principal plus accrued interest. No exchange listing is intended.

Flex Ltd. (FLEX) disclosed insider transactions by its Chief Commercial Officer. On 11/04/2025, the reporting person sold 10,558 ordinary shares at a weighted average price of $62.0115 and 4,442 ordinary shares at a weighted average price of $62.8503, in transactions marked “S.”

The sales were effected under a Rule 10b5‑1(c) trading plan adopted on June 17, 2025. Following these transactions, the reporting person beneficially owned 226,198 shares. Footnotes indicate this amount includes multiple tranches of unvested RSUs with scheduled vesting beginning on June 12, 2026 and extending to September 25, 2027.

Flex Ltd. (FLEX) reported Q2 FY2026 results. Net sales were $6,804 million versus $6,545 million a year ago. Net income was $199 million with diluted EPS of $0.52, compared to $0.54. Operating income was $296 million. For the first six months, revenue reached $13,379 million and net income was $391 million.

The quarter included $51 million of restructuring and impairment charges, largely tied to a missile strike at the Mukachevo, Ukraine facility, which drove $23 million of long‑lived asset impairments, $13 million of inventory write‑downs, and $5 million of other charges. Operating cash flow rose to $852 million for the six‑month period, while inventories were $5,270 million.

Flex repurchased 5.6 million shares for $297 million in Q2 (6‑month total $544 million). The company issued a warrant to Amazon.com NV Investment Holdings LLC for up to 3,859,851 ordinary shares at an exercise price of $51.29, with vesting tied to qualifying purchases and recorded as a deduction to revenue over time. Liquidity actions included a new $2.75 billion revolving credit facility maturing in July 2030 and a $500 million delayed draw term loan due December 2027. Segment sales were $3,766 million for FAS and $3,038 million for FRS.

Flex Ltd. furnished an 8-K announcing it issued a press release with financial results for its second quarter ended September 26, 2025.

The press release is attached as Exhibit 99.1, and the information is furnished under Item 2.02 and not deemed filed under Section 18 of the Exchange Act.

Flex Ltd. (FLEX) insider transaction: The Chief Commercial Officer reported open‑market sales totaling 15,000 ordinary shares on 10/28/2025 under a Rule 10b5‑1(c) trading plan adopted on June 17, 2025. The sales were executed in three tranches at weighted average prices of $64.0007, $64.4348, and $65.3191, with disclosed price ranges from $63.28 to $65.40. Following these transactions, the reporting person beneficially owned 241,198 shares directly. Holdings include unvested RSUs scheduled to vest between 2026 and 2027.

Flex Ltd. (FLEX) reported an insider transaction by its Chief Operating Officer. On 10/27/2025, the officer sold a total of 12,500 ordinary shares under a Rule 10b5-1(c) trading plan adopted on December 9, 2024. The sales included 11,312 shares at a weighted average price of $64.8172 (range $64.338–$65.331) and 1,188 shares at a weighted average of $65.5142 (range $65.341–$65.79).

Following these transactions, the officer reported 251,136 shares beneficially owned. The reported holdings include unvested RSUs: 23,981 and 21,964 vesting in annual installments beginning June 12, 2026, 16,195 vesting on June 14, 2026, and 72,578 vesting on September 25, 2027.