Flex Ltd. adds $1.45B senior term loan facility

Flex Ltd. entered into a new senior term loan Credit Facility totaling $1.45 billion with a syndicate of lenders, with Citibank, N.A. as administrative agent.

Rhea-AI Filing Summary

Flex Ltd. entered into a new senior term loan Credit Facility totaling $1.45 billion with a syndicate of lenders, with Citibank, N.A. as administrative agent. The facility was fully funded on May 29, 2026 and matures on November 29, 2027.

Borrowings bear floating interest based on either Term SOFR or a Base Rate, in each case plus a margin tied to Flex’s senior long-term unsecured debt ratings. Key financial covenants include maintaining a Debt/EBITDA Ratio not above 4.00 to 1.00 and an Interest Coverage Ratio of at least 3.00 to 1.00 each quarter-end. Proceeds are for general corporate purposes, including refinancing an Existing 364-Day Facility, which was fully repaid and terminated when this new agreement became effective.

Insights

Credit markets analyst

Flex replaces short-term funding with a larger, covenant-based term loan.

Flex Ltd. secured a $1.45 billion senior term loan maturing in 2027, providing committed medium-term financing. Interest is floating, tied to Term SOFR or a Base Rate plus a margin linked to the company’s unsecured debt ratings.

The agreement introduces leverage and interest coverage covenants, requiring a Debt/EBITDA Ratio at or below 4.00 and Interest Coverage at or above 3.00. Proceeds refinance the Existing 364-Day Facility, part of which funded the Electrical Power Products, Inc. acquisition, and support general corporate uses.

The facility’s covenants and customary default provisions mean continued access depends on Flex maintaining these ratios and complying with limits on additional debt, liens, asset sales, and mergers. The refinancing also removes the prior 364-day facility, consolidating term funding under this new structure.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Credit Facility size: $1.45 billion Maturity date: November 29, 2027 Debt/EBITDA covenant: 4.00 to 1.00 +2 more

5 metrics

Credit Facility size $1.45 billion Aggregate amount of senior term loan Credit Facility

Maturity date November 29, 2027 Credit Facility maturity

Debt/EBITDA covenant 4.00 to 1.00 Maximum Debt/EBITDA Ratio at each fiscal quarter-end

Interest Coverage covenant 3.00 to 1.00 Minimum Interest Coverage Ratio at each fiscal quarter-end

Closing Date May 29, 2026 Date Credit Agreement became effective and was fully funded

Key Terms

Credit Agreement, Term SOFR, Base Rate, Debt/EBITDA Ratio, +2 more

6 terms

Credit Agreement financial

"entered into a Credit Agreement (the “Credit Agreement”), by and among the Company"

A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

Term SOFR financial

"either (a) the Term SOFR (as defined in the Credit Agreement) plus an applicable margin"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

Base Rate financial

"or (b) the Base Rate (as defined in the Credit Agreement) plus an applicable margin"

The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.

Debt/EBITDA Ratio financial

"requires the maintenance of (i) a Debt/EBITDA Ratio (as defined in the Credit Agreement) not to exceed 4.00 to 1.00"

The debt/EBITDA ratio measures a company’s total interest-bearing debt divided by its EBITDA, a common proxy for the cash a business generates from operations before interest, taxes and non-cash accounting charges. It tells investors roughly how many years’ worth of operating earnings would be needed to pay off the debt; a lower ratio implies easier debt management and lower financial risk, while a higher ratio suggests tighter cash flow and greater default or refinancing risk.

Interest Coverage Ratio financial

"and (ii) an Interest Coverage Ratio (as defined in the Credit Agreement) not to be less than 3.00 to 1.00"

A measure of how easily a company can pay the interest on its debt, calculated by comparing the earnings it generates from operations to the interest it owes. It matters to investors because a higher ratio means the company can comfortably meet interest payments — like having several paychecks set aside to cover your rent — while a low ratio signals greater risk of missed payments or financial strain.

events of default financial

"The Credit Agreement also includes various, customary events of default."

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new credit facility did FLEX enter into on May 29, 2026?

Flex Ltd. entered into a senior term loan Credit Facility totaling $1.45 billion. The facility was fully funded on May 29, 2026 and provides committed financing maturing in November 2027 with floating interest based on Term SOFR or a Base Rate plus a margin.

When does Flex Ltd.’s new $1.45 billion term loan mature?

The new $1.45 billion senior term loan for Flex Ltd. (FLEX) matures on November 29, 2027. This gives the company medium-term financing visibility beyond its prior 364-day facility, subject to compliance with leverage, coverage, and other customary covenants.

How is interest calculated under Flex Ltd.’s new Credit Agreement?

Interest on the new Credit Facility is based on either Term SOFR plus an applicable margin or a Base Rate plus an applicable margin, at Flex’s option. The margin level is determined by the company’s senior long-term unsecured debt ratings under the agreement.

What financial covenants apply to FLEX’s new $1.45 billion loan?

The Credit Agreement requires a Debt/EBITDA Ratio not exceeding 4.00 to 1.00 and an Interest Coverage Ratio of at least 3.00 to 1.00 at each fiscal quarter-end. These covenant levels must be maintained to avoid default and preserve borrowing access.

How will Flex Ltd. use the proceeds of the new Credit Facility?

Proceeds are designated for general corporate purposes, including refinancing the Existing 364-Day Facility. That prior facility had funded, in part, Flex’s acquisition of Electrical Power Products, Inc., and was fully repaid and terminated when the new Credit Agreement became effective.

Are Flex Ltd.’s subsidiaries guaranteeing the new Credit Facility?

Currently, no subsidiaries guarantee Flex Ltd.’s obligations under the Credit Agreement. However, the company may later cause any subsidiary to become a guarantor upon prior written notice to the administrative agent, providing potential additional credit support if desired.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 04:05 PM EDT Learn about SEC filing dates

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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

Date of Report (Date of earliest event reported): May 29, 2026

FLEX LTD.

(Exact Name of Registrant as Specified in Its Charter)

Singapore		0-23354		98-1773351
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12515-8 Research Blvd, Suite 300, Austin, Texas		78759
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 425-7929

Not Applicable

(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
Ordinary Shares, No Par Value		FLEX		The Nasdaq Stock Market LLC

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 1.01 Entry into a Material Definitive Agreement.

On May 29, 2026 (the “Closing Date”), Flex Ltd. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent, which provides a senior term loan credit facility (the “Credit Facility”) in an aggregate amount of $1.45 billion. The Credit Facility under the Credit Agreement matures on November 29, 2027 and was fully funded on the Closing Date.

Loans under the Credit Agreement bear interest, at the Company’s option, at a floating rate, which can be, at the Company’s option, either (a) the Term SOFR (as defined in the Credit Agreement) plus an applicable margin or (b) the Base Rate (as defined in the Credit Agreement) plus an applicable margin, in each case, with such margin determined based on the Company’s senior long-term unsecured debt ratings.

The Credit Agreement contains various, customary covenants, including, but not limited to, restrictions on the Company and its subsidiaries’ ability to incur indebtedness, grant liens, dispose of material assets, merge or consolidate into other companies, materially change its business, and make certain accounting changes, in each case, subject to various exceptions. The Credit Agreement requires the maintenance of (i) a Debt/EBITDA Ratio (as defined in the Credit Agreement) not to exceed 4.00 to 1.00 as of the last day of any fiscal quarter of the Company and (ii) an Interest Coverage Ratio (as defined in the Credit Agreement) not to be less than 3.00 to 1.00 as of the last day of any fiscal quarter of the Company.

The Credit Agreement also includes various, customary events of default. Upon an event of default, commitments under the Credit Agreement may be terminated, and outstanding borrowings may be accelerated.

Proceeds from the Credit Agreement are to be used for general corporate purposes including the refinancing of the Existing 364-Day Facility (as defined in the Credit Agreement), pursuant to which a portion of the proceeds thereof was used to fund the Company’s acquisition of Electrical Power Products, Inc. (as previously disclosed in the Company’s Current Report on Form 8-K filed on May 4, 2026), and as otherwise permitted under the Credit Agreement. Pursuant to the Credit Agreement, all amounts due or outstanding under the Existing 364-Day Facility were paid in full, and the Existing 364-Day Facility was terminated upon the effectiveness of the Credit Agreement on the Closing Date.

The obligations under the Credit Agreement are not guaranteed by any subsidiary of the Company, though the Company may, at any time after the Closing Date and upon prior written notice to the administrative agent, cause any of its subsidiaries to become a subsidiary guarantor.

A copy of the Credit Agreement is attached to this Current Report on Form 8-K as Exhibit 10.01 and is incorporated by reference into this Item 1.01 as though fully set forth herein. The foregoing summary description of the Credit Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Credit Agreement.

2

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	Exhibit No.
	10.01	Credit Agreement, dated as of May 29, 2026 among Flex Ltd., as borrower, the Lenders party thereto, and Citibank, N.A., as administrative agent.
	104	Cover Page Interactive Data File (formatted as Inline XBRL)

3

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.

			Flex Ltd.
Date:	June 2, 2026	By:	/s/ Kevin Krumm
			Name:	Kevin Krumm
			Title:	Chief Financial Officer

4

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.01 EXHIBIT 10.1 809.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB