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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. |
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 |
