Flex Ltd. (Nasdaq: FLEX) sets leadership teams for 2027 cloud and power spin-off
Rhea-AI Filing Summary
Flex Ltd. updated its plan to spin off its cloud and power infrastructure business into an independent, publicly traded company in the first calendar quarter of 2027, subject to Board of Directors approval and other customary conditions. The company expects the transaction to be tax-free for U.S. federal income tax purposes but highlights numerous regulatory, execution, and market risks that could affect completion and outcomes.
The update centers on leadership appointments for both entities. SpinCo’s expected team includes Revathi Advaithi as Chief Executive Officer, Bill Watkins as Non-Executive Chairman, and Kevin Krumm as Chief Financial Officer, along with other senior operating leaders. Flex’s post-spin leadership is expected to be led by Michael Hartung as Chief Executive Officer, with Advaithi serving as Non-Executive Chairman for a transitional period. Krumm will remain Flex CFO until the separation and then move to SpinCo, while Flex searches for and plans to appoint a new permanent CFO before completion. Flex and SpinCo plan to file a proxy statement on Schedule 14A and a Form 10, respectively, and investors are urged to read these SEC materials when available.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Expected Spin-Off Timing: first calendar quarter of 2027
Announcement Date: July 29, 2026
Global Footprint: 30 countries
3 metrics
Expected Spin-Off Timing
first calendar quarter of 2027
Expected separation date for the cloud and power infrastructure business into SpinCo
Announcement Date
July 29, 2026
Date Flex announced leadership teams and provided the spin-off update
Global Footprint
30 countries
Number of countries where Flex operates, as described in its company overview
Key Terms
Spin-Off, Form 10, proxy statement on Schedule 14A, tax-free treatment for U.S. federal income tax purposes, +1 more
5 terms
Spin-Off regulatory
"planned Spin-Off of Flex’s cloud and power infrastructure business"
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.
Form 10 regulatory
"a registration statement on Form 10 is expected to be filed"
Form 10 is a U.S. Securities and Exchange Commission filing companies use to register their securities and become subject to public reporting requirements, delivering a comprehensive package of business descriptions, audited financial statements, management information and risk factors. For investors it matters because it creates a standardized, permanent dossier on a company—like a full inspection and disclosure packet when buying a house—so you can assess finances, risks and management and compare firms reliably.
proxy statement on Schedule 14A regulatory
"a proxy statement on Schedule 14A that will be mailed"
A proxy statement on Schedule 14A is the official, regulator-filed packet of information companies send to shareholders before a vote, like a mailed agenda and background materials for a town-hall meeting. It explains who is running for the board, items up for approval, key executive pay and risks, and how to vote — details investors use to judge leadership, governance and potential changes that can affect share value.
tax-free treatment for U.S. federal income tax purposes regulatory
"will not qualify for the expected tax-free treatment for U.S. federal income tax purposes"
participants in the solicitation regulatory
"may be deemed to be participants in the solicitation of proxies"
People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Flex (FLEX) announce about its planned cloud and power infrastructure spin-off?
Flex announced leadership teams for itself and a planned independent SpinCo comprising its cloud and power infrastructure segment. The spin-off is targeted for the first calendar quarter of 2027 and remains subject to board approval and other customary conditions.
When is the Flex (FLEX) cloud and power infrastructure SpinCo expected to be separated?
Flex expects to complete the spin-off of its cloud and power infrastructure business in the first calendar quarter of 2027. This timing depends on Board approval, regulatory and other customary conditions, and successful execution of the separation process.
Who will lead SpinCo and Flex after the planned spin-off of Flex (FLEX)?
SpinCo’s expected leaders include Revathi Advaithi as CEO and Bill Watkins as Non-Executive Chairman, with Kevin Krumm as CFO. Flex expects Michael Hartung to serve as CEO and Advaithi as Non-Executive Chairman during a transitional period.
What approvals and conditions must Flex (FLEX) satisfy to complete the SpinCo transaction?
Completion of the spin-off is conditioned on approval by Flex’s Board of Directors and other customary conditions. Flex also cites legal and regulatory approvals, potential tax-free treatment, operational complexity, and market impacts as key uncertainties and risks.
Which SEC filings will Flex (FLEX) and SpinCo make in connection with the spin-off?
Flex plans to file a proxy statement on Schedule 14A seeking shareholder approval for spin-off-related proposals. SpinCo expects to file a registration statement on Form 10 for its common stock. Investors are urged to read these documents when available.
How does Flex’s (FLEX) business profile relate to the planned SpinCo?
Flex describes itself as a manufacturing partner operating in 30 countries, providing advanced manufacturing, supply chain, and lifecycle services. SpinCo will focus on the Cloud and Power Infrastructure segment, including AI-era data center power and cooling solutions.
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): July 29, 2026
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 8.01. Other Events.
On July 29, 2026, Flex Ltd. (the “Company” or “Flex”) provided an update on its previously announced plan to spin off its cloud and power infrastructure business into a new independent publicly traded company (the “Spin-Off”), including key leadership roles for both companies. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The leadership appointments are conditioned upon the completion of the Spin-Off, which is subject to the approval of the Company’s Board of Directors and other customary conditions.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “will,” and similar expressions identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the planned Spin-Off of Flex’s cloud and power infrastructure business into an independent, publicly traded company; the expected timing of the Spin-Off and the ability to complete the Spin-Off; the anticipated benefits of the Spin-Off, including enhanced strategic focus, financial flexibility, and value creation for shareholders; the expected tax-free treatment of the Spin-Off for U.S. federal income tax purposes; the expected future performance of each company following completion of the Spin-Off; management changes and leadership of each company; and statements about business strategies, growth opportunities, market position, and financial outlook for each company. These forward-looking statements are based on current expectations, estimates, and assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.
Risks and uncertainties related to the proposed Spin-Off include, but are not limited to: uncertainties as to whether the Spin-Off will be completed and the timing thereof; the possibility that various conditions to the completion of the Spin-Off may not be satisfied or waived; the possibility that the Spin-Off will not qualify for the expected tax-free treatment for U.S. federal income tax purposes; the risk that the Spin-Off may be more difficult, time-consuming, or costly than expected, including the impact on Flex’s resources, systems, procedures, and controls; the possibility that the strategic, operational, and financial benefits of the Spin-Off may not be achieved or may take longer to achieve than expected; the failure to obtain, or delays in obtaining, required legal, regulatory or other approvals necessary to complete the Spin-Off; disruption from the Spin-Off, including potential adverse effects on relationships with customers, suppliers, employees, and other business partners; competitive responses to the announcement or completion of the Spin-Off; diversion of management’s attention from ongoing business operations; the possibility of disputes, litigation, or unanticipated costs in connection with the Spin-Off; uncertainty regarding the financial performance of either company following the Spin-Off; negative effects of the announcement or pendency of the Spin-Off on the market price of Flex’s securities and/or on Flex’s financial performance; the ability to achieve anticipated capital structures, credit ratings, and financing in connection with the Spin-Off; the ability to retain key personnel; impacts of geopolitical conflicts; and any changes in general economic and/or
2
industry-specific conditions. Additional information concerning risks relating to Flex’s business is described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Flex’s most recent Annual Report on Form 10-K and in Flex’s subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”). All forward-looking statements are made as of the date hereof, and Flex assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Information and Where to Find It
In connection with the proposed Spin-Off, Flex intends to file relevant materials with the SEC, including, among other filings, a proxy statement on Schedule 14A that will be mailed or otherwise disseminated to shareholders of Flex seeking their approval of the Spin-Off-related proposals. In addition, a registration statement on Form 10 (the “Form 10”) is expected to be filed with the SEC by SpinCo with respect to its common stock. This communication is not a substitute for the proxy statement and Form 10 or any other document that may be filed with the SEC by Flex or SpinCo. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE FORM 10 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY EACH OF FLEX AND SPINCO WITH THE SEC IN CONNECTION WITH THE PROPOSED SPIN-OFF (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FLEX, SPINCO, THE PROPOSED SPIN-OFF AND RELATED MATTERS. Investors will be able to obtain free copies of the proxy statement and Form 10 and other relevant documents (when they become available) that will be filed by each of Flex and SpinCo with the SEC on the SEC’s website at http://www.sec.gov. Investors also will be able to obtain free copies of the proxy statement and other relevant documents that will be filed by Flex with the SEC from the investor relations page on Flex’s website at investors.flex.com.
Participants in the Solicitation
Flex and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Flex in connection with the proposed Spin-Off. Information regarding Flex’s directors and executive officers and their ownership of Flex ordinary shares is contained in Flex’s proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on June 24, 2026, including under the headings “Corporate Governance,” “Fiscal Year 2026 Non-Employee Directors’ Compensation,” “Proposal No. 1: Re-election of Directors,” “Proposal No. 3: Non-Binding, Advisory Resolution on Executive Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Information about our Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent the holdings of the Flex securities by the Flex directors and executive officers have changed since the amounts set forth in the proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise,
3
will be set forth in the proxy statement and other materials when they are filed with the SEC in connection with the proposed Spin-Off. You may obtain free copies of these documents using the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | ||||||||
99.1 | Press release, dated July 29, 2026, issued by Flex Ltd. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
4
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: July 29, 2026 | |||||||||||
| By: | /s/ Kevin Krumm | ||||||||||
| Name: | Kevin Krumm | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
5
EXHIBIT 99.1
PRESS RELEASE
Flex Announces Leadership Teams for Flex and
Planned Cloud and Power Infrastructure Spin-Off (SpinCo)
AUSTIN, Texas – July 29, 2026/PRNewswire/ -- Flex (Nasdaq: FLEX) today announced key leadership roles for both Flex and "SpinCo," the planned independent, publicly traded company comprising its Cloud and Power Infrastructure segment following the expected spin-off in the first calendar quarter of 2027 (Spin-Off).
These appointments further strengthen the leadership teams expected to lead both companies following the Spin-Off, alongside previously announced Chief Executive Officers Revathi Advaithi and Michael Hartung at SpinCo and Flex, respectively.
SpinCo Leadership
•Bill Watkins, Non-Executive Chairman of the Board of Directors
•Revathi Advaithi, Chief Executive Officer
•Kevin Krumm, Chief Financial Officer*
•Rob Campbell, Chief Commercial Officer
•Mattias Jansson, President, Embedded Power
•Todd Hoover, President, Critical Power
•Hooi Tan, Chief Operating Officer
•Chris Butler, Chief Technology & Strategy Officer
“AI is fundamentally reshaping how infrastructure is built, powered, and scaled, and this is the right time to create two focused companies, each aligned to a distinct opportunity," said Advaithi. "I'm excited to lead SpinCo, and grateful to build this next chapter with a leadership team that reflects the depth and expertise this business will need as an independent company.”
*Krumm, currently Flex Chief Financial Officer (CFO), is expected to become SpinCo CFO upon completion of the separation. He will continue serving as Flex CFO through the transaction. Flex has initiated a search for a permanent CFO and expects to appoint a successor before the transaction is completed.
Flex Leadership
•Revathi Advaithi, Non-Executive Chairman of the Board of Directors (transitional period)
•Michael Hartung, Chief Executive Officer
•Dennis Kirkpatrick, President, Integrated Technology Solutions
•Mike Thoeny, President, Regulated Manufacturing Solutions
•Rodrigo DallOglio, Chief Operating Officer
•Ivan Brockman, Chief Business Transformation Officer
“I’m honored to build on Flex’s proven playbook as we enter our next chapter with a clear focus on the long-term growth opportunities shaping the markets we serve,” said Hartung. “With the exceptional leadership team we’re announcing today, Flex is well positioned to create lasting value for our customers, employees, and shareholders.”
For more information about the proposed executive leadership team, please visit the Executive Bios page.
About Flex
Flex (Reg. No. 199002645H) is the manufacturing partner of choice that helps leading brands design, build, and manage products that improve the world. With a global footprint spanning 30 countries, Flex delivers advanced manufacturing and supply chain solutions, innovative products and technology, and lifecycle services that support customers from concept to scale. In the AI era, Flex is helping customers accelerate data center deployment by solving power, heat, and scale challenges through cutting-edge power and cooling technology and scalable IT infrastructure solutions. For information about Flex's intent to spin off its Cloud and Power Infrastructure portfolio, visit: https://flex.com/transaction-resources
Contacts
Flex Investors & Analysts
Michelle Simmons
Senior Vice President, Global Investor Relations and Public Relations
(669) 242-6332
Michelle.Simmons@flex.com
Flex Media & Press
press@flex.com
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “will,” and similar expressions identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the planned Spin-Off of Flex’s cloud and power infrastructure business into an independent, publicly traded company; the expected timing of the Spin-Off and the ability to complete the Spin-Off; the anticipated benefits of the Spin-Off, including enhanced strategic focus, financial flexibility, and value creation for shareholders; the expected tax-free treatment of the Spin-Off for U.S. federal income tax purposes; the expected future performance of each company following completion of the Spin-Off; management changes and leadership of each company; and statements about business strategies, growth opportunities, market position, and financial outlook for each company. These forward-looking statements are based on current expectations, estimates, and assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.
Risks and uncertainties related to the proposed Spin-Off include, but are not limited to: uncertainties as to whether the Spin-Off will be completed and the timing thereof; the possibility that various conditions to the completion of the Spin-Off may not be satisfied or waived; the possibility that the Spin-Off will not qualify for the expected tax-free treatment for U.S. federal income tax purposes; the risk that the Spin-Off may be more difficult, time-consuming, or costly than expected, including the impact on Flex’s resources, systems, procedures, and controls; the possibility that the strategic, operational, and financial benefits of the Spin-Off may not be achieved or may take longer to achieve than expected; the failure to obtain, or delays in obtaining, required legal, regulatory or other approvals necessary to complete the Spin-Off; disruption from the Spin-Off, including potential adverse effects on relationships with customers, suppliers, employees, and other business partners; competitive responses to the announcement or completion of the Spin-Off; diversion of management’s attention from ongoing business operations; the possibility of disputes, litigation, or unanticipated costs in connection with the Spin-Off; uncertainty regarding the financial performance of either company following the Spin-Off; negative effects of the announcement or pendency of the Spin-Off on the market price of Flex’s securities and/or on Flex’s financial performance; the ability to achieve anticipated capital structures, credit ratings, and financing in connection with the Spin-Off; the ability to retain key personnel; impacts of geopolitical conflicts; and any changes in general economic and/or industry-specific conditions. Additional information concerning risks relating to Flex’s business is described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Flex’s most recent Annual Report on Form 10-K and in Flex’s subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”). All forward-looking statements are made as of the date hereof, and Flex assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Information and Where to Find It
In connection with the proposed Spin-Off, Flex intends to file relevant materials with the SEC, including, among other filings, a proxy statement on Schedule 14A that will be mailed or otherwise disseminated to shareholders of Flex seeking their approval of the Spin-Off-related proposals. In addition, a registration statement on Form 10 (the “Form 10”) is expected to be filed with the SEC by SpinCo with respect to its common stock. This communication is not a substitute for the proxy statement and Form 10 or any other document that may be filed with the SEC by Flex or SpinCo. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE FORM 10 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY EACH OF FLEX AND SPINCO WITH THE SEC IN CONNECTION WITH THE PROPOSED SPIN-OFF (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FLEX, SPINCO, THE PROPOSED SPIN-OFF AND RELATED MATTERS. Investors will be able to obtain free copies of the proxy statement and Form 10 and other relevant documents (when they become available) that will be filed by each of Flex and SpinCo with the SEC on the SEC’s website at http://www.sec.gov. Investors also will be able to obtain free copies of the proxy statement and other relevant documents that will be filed by Flex with the SEC from the investor relations page on Flex’s website at investors.flex.com.
Participants in the Solicitation
Flex and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Flex in connection with the proposed Spin-Off. Information regarding Flex’s directors and executive officers and their ownership of Flex ordinary shares is contained in Flex’s proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on June 24, 2026,
including under the headings “Corporate Governance,” “Fiscal Year 2026 Non-Employee Directors’ Compensation,” “Proposal No. 1: Re-election of Directors,” “Proposal No. 3: Non-Binding, Advisory Resolution on Executive Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Information about our Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent the holdings of the Flex securities by the Flex directors and executive officers have changed since the amounts set forth in the proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, will be set forth in the proxy statement and other materials when they are filed with the SEC in connection with the proposed Spin-Off. You may obtain free copies of these documents using the sources indicated above.