Flex Ltd. (FLEX) files 8-K: Amazon Transaction Agreement disclosed

Flex Ltd. filed a Form 8-K reporting an unregistered sale of equity securities and disclosing executed transaction documents dated August 15, 2025.

Rhea-AI Filing Summary

Flex Ltd. filed a Form 8-K reporting an unregistered sale of equity securities and disclosing executed transaction documents dated August 15, 2025. The filing lists a Warrant to Purchase Ordinary Shares and a Transaction Agreement dated August 15, 2025 between Flex Ltd. and Amazon.com, Inc.. Portions of the document have been redacted under disclosure rules. The filing was signed by the Chief Financial Officer and includes an Inline XBRL cover page file for machine-readable data.

Positive

• Executed Transaction Agreement with Amazon dated August 15, 2025
• Warrant to Purchase Ordinary Shares filed as an exhibit, indicating structured financing or equity arrangement

Negative

• Portions of exhibits are redacted under Item 601(b)(10)(iv), leaving key economic terms undisclosed
• Filing reports unregistered equity sales, which may imply dilution though amounts/price are not disclosed

Insights

Corporate Transactions Analyst

Flex disclosed executed transaction documents with Amazon, including a warrant.

The filing records an unregistered sale of equity securities and attaches a Transaction Agreement with Amazon.com, Inc. dated August 15, 2025, plus a separate Warrant to Purchase Ordinary Shares. These items indicate a negotiated deal that affected capital structure on that date.

Key dependencies include the undisclosed terms redacted under Regulation S-K; investors should note that the filing confirms agreement existence but does not provide material economic terms or dilution metrics in the public text.

Disclosure & Compliance Specialist

Filing follows SEC disclosure rules but contains redactions for confidential terms.

The 8-K cites Item 3.02 (unregistered sales) and Item 9.01 (exhibits) and includes an Inline XBRL cover page, showing compliance with exhibit and machine-readable requirements. Several exhibit portions are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Because substantive contractual terms are redacted, the practical effect on share count, pricing, or contingent obligations is not disclosed here; public stakeholders must rely on the unredacted exhibits or subsequent filings for material economic details.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

What did Flex Ltd. (FLEX) disclose in the 8-K dated August 15, 2025?

The 8-K discloses an unregistered sale of equity securities, a Warrant to Purchase Ordinary Shares, and a Transaction Agreement dated August 15, 2025 with Amazon.com, Inc. Portions of the exhibits were redacted.

Does the 8-K reveal the economic terms of the Transaction Agreement between FLEX and Amazon?

No. Portions of the exhibits are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K, so economic terms are not provided in the public filing text.

Was the filing submitted in a machine-readable format?

Yes. The filing includes a Cover Page Interactive Data File formatted as Inline XBRL.

Who signed the 8-K for Flex Ltd. (FLEX)?

The filing was signed by Kevin Krumm, the company's Chief Financial Officer.

Does the filing state whether the equity sales were registered?

The 8-K specifically references unregistered sales of equity securities.

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

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Accepted by SEC EDGAR 08/18/2025 - 04:15 PM 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): August 15, 2025

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 3.02 Unregistered Sales of Equity Securities.

On August 15, 2025, Flex Ltd. (the “Company”) and Amazon.com, Inc. (“Parent”) entered into a Transaction Agreement (the “Transaction Agreement”), under which the Company issued to Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Parent (“Warrantholder”) a warrant (the “Warrant”) to purchase up to an aggregate of 3,859,851 ordinary shares of the Company (the “Warrant Shares”) at an exercise price of $51.29 per share, which is the preceding 30 trading days VWAP.

The Warrant allows for cashless exercise and expires on August 15, 2030 (the “Expiration Date”). The Warrant Shares are subject to vesting based on qualifying payments (as defined in the Warrant) for the purchase of all products and services by or on behalf of Parent and its affiliates over the term of the Warrant. If there are unexercised Warrant Shares as of the Expiration Date, and the Company and the Warrantholder maintain a continued commercial relationship, the Company shall negotiate in good faith with the Warrantholder to agree to issue to the Warrantholder a new two-year warrant as of the Expiration Date that provides the same exercise price and other terms for vested and unexercised Warrant Shares, and that also takes into account the commercial relationship in effect at such time.

The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments. Upon the consummation of an acquisition transaction (as defined in the Transaction Agreement), subject to a specified condition, 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 shareholder rights. The Transaction Agreement includes customary registration rights, representations and warranties and covenants of the Company and Parent, and certain restrictions on the Warrantholder’s ability to transfer the Warrant and the Warrant Shares.

The issuance of the Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities law. The Company believes that the transaction is exempt from registration under Section 4(a)(2) of the Securities Act, and customary legends will be affixed to the Warrant and the Warrant Shares.

The foregoing summaries of the Warrant and the Transaction Agreement are qualified in their entirety by reference to the complete text of the Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and the complete text of the Transaction Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, each of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No.

4.1	Warrant to Purchase Ordinary Shares, dated August 15, 2025
10.1	Transaction Agreement, dated as of August 15, 2025 by and between Flex Ltd. and Amazon.com, Inc.*
104	Cover Page Interactive Data File (formatted as Inline XBRL)

* Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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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: August 18, 2025	By:	/s/ Kevin Krumm
		Name:	Kevin Krumm
		Title:	Chief Financial Officer

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