TD SYNNEX grants Amazon warrant for 3.24M shares

TD SYNNEX issued a warrant to Amazon.com NV Investment Holdings LLC that allows Amazon’s affiliate to acquire up to 3,238,066 shares of TD SYNNEX common stock.

Rhea-AI Filing Summary

TD SYNNEX issued a warrant to Amazon.com NV Investment Holdings LLC that allows Amazon’s affiliate to acquire up to 3,238,066 shares of TD SYNNEX common stock. Of these, 215,871 shares vest immediately at an exercise price of $0.01 per share, while 3,022,195 shares vest in tranches at an exercise price of $191.10 per share when specified payment thresholds under commercial arrangements are met. The warrant expires on May 30, 2033, includes customary anti-dilution adjustments, and limits Amazon’s beneficial ownership to 4.999% of outstanding common stock unless increased. The warrant and underlying shares were issued in a private transaction the company believes is exempt from registration under Section 4(a)(2) of the Securities Act.

Insights

Equity & Capital Markets Analyst

TD SYNNEX grants Amazon a sizeable, performance-based warrant with capped ownership.

The company granted Amazon’s affiliate a warrant for up to 3,238,066 common shares, with most tranches vesting only if Amazon-related payments to TD SYNNEX reach specified thresholds. This links potential equity issuance to the scale of the commercial relationship.

Only 215,871 shares vest immediately at a nominal $0.01 exercise price; the remaining 3,022,195 use a much higher $191.10 exercise price. The warrant runs to May 30, 2033 and includes anti-dilution protections and a 4.999% beneficial ownership cap, which can be increased by the warrantholder.

The warrant was issued in a private placement the company believes is exempt under Section 4(a)(2) of the Securities Act, so no immediate public offering proceeds are described. Future impact will depend on Amazon’s transaction volumes with TD SYNNEX that trigger vesting and any subsequent warrant exercises.

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.

Key Figures

Total warrant shares: 3,238,066 shares Immediately vested shares: 215,871 shares Performance-based shares: 3,022,195 shares +5 more

8 metrics

Total warrant shares 3,238,066 shares Maximum common shares under warrant issued to Amazon affiliate

Immediately vested shares 215,871 shares Vest immediately at nominal exercise price

Performance-based shares 3,022,195 shares Vest in tranches based on Amazon-related payment thresholds

Immediate exercise price $0.01 per share Exercise price for 215,871 immediately vested shares

Tranche exercise price $191.10 per share Exercise price for 3,022,195 performance-based warrant shares

Beneficial ownership cap 4.999% Limit on warrantholder’s beneficial ownership of common stock

Warrant expiration May 30, 2033 Final expiration date of warrant

Securities Act exemption Section 4(a)(2) Company believes issuance qualifies for this registration exemption

Key Terms

warrant, anti-dilution adjustments, beneficially owning, Section 4(a)(2) of the Securities Act, +1 more

5 terms

warrant financial

"On May 30, 2026, TD SYNNEX Corporation issued a warrant to Amazon.com NV Investment Holdings LLC"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

anti-dilution adjustments financial

"The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments."

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

beneficially owning financial

"The Warrant includes a limitation on exercise that prohibits the Warrantholder from beneficially owning more than 4.999% of the Company’s outstanding common stock"

Beneficially owning a security means you have the economic rights and practical power over shares even if they’re held in another name—you can receive dividends, sell the shares, or direct how they’re voted. Think of it like renting a car: you may not hold the title, but you control and use it. For investors, beneficial ownership reveals who actually controls or benefits from a company’s stock and is used in regulatory disclosure and voting calculations.

Section 4(a)(2) of the Securities Act regulatory

"The Company believes that the transaction is exempt from registration under Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

exercise price financial

"215,871 vest immediately at an exercise price of $0.01 per share, and the remaining Warrant Shares vest in tranches, at an exercise price of $191.10 per Warrant Share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

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

What did TD SYNNEX (SNX) announce regarding Amazon in this 8-K?

TD SYNNEX issued a warrant to Amazon.com NV Investment Holdings LLC for up to 3,238,066 common shares. Most shares vest only when Amazon’s affiliates make specified payments under commercial arrangements with TD SYNNEX and its affiliates.

How many TD SYNNEX shares can Amazon acquire under the new warrant?

The warrant allows Amazon’s affiliate to acquire up to 3,238,066 TD SYNNEX common shares. Of these, 215,871 vest immediately, while 3,022,195 vest in performance-based tranches tied to future payment thresholds.

What are the exercise prices on TD SYNNEX’s warrant issued to Amazon?

The warrant has two exercise prices: 215,871 immediately vested shares are exercisable at $0.01 per share, and 3,022,195 performance-based shares are exercisable at $191.10 per share, subject to vesting conditions linked to Amazon-related payments.

When does the TD SYNNEX warrant granted to Amazon expire?

The warrant granted to Amazon’s affiliate expires on May 30, 2033. Until expiration, vesting and exercisability depend on immediate vesting terms, achievement of specified payment thresholds, and the warrant’s ownership and anti-dilution provisions.

Is the TD SYNNEX warrant to Amazon registered under the Securities Act?

The warrant and underlying shares were not registered under the Securities Act of 1933. TD SYNNEX believes the issuance qualifies for an exemption from registration under Section 4(a)(2), and customary restrictive legends will be affixed.

What ownership limitation applies to Amazon under the TD SYNNEX warrant?

The warrant includes a limitation preventing the warrantholder from beneficially owning more than 4.999% of TD SYNNEX’s outstanding common stock, although the warrantholder has the ability to increase this limit under the warrant’s terms.

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

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Accepted by SEC EDGAR 06/03/2026 - 04:38 PM EDT Learn about SEC filing dates

TD SYNNEX CORP false 0001177394 0001177394 2026-05-30 2026-05-30

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 30, 2026

TD SYNNEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-31892		94-2703333
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

44201 Nobel Drive, Fremont, California		94538
(Address of principal executive offices)		(Zip Code)

(510) 668-3400

(Registrant’s telephone number, including area code)

N/A

(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 obligations 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
Common Stock, par value $0.001 per share		SNX		The New York Stock Exchange

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 Sale of Equity Securities.

On May 30, 2026, TD SYNNEX Corporation (the “Company”) issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC (“Warrantholder”) to acquire up to 3,238,066 shares of the Company’s common stock, par value $0.001 per share, (the “Warrant Shares”). Of these Warrant Shares, 215,871 vest immediately at an exercise price of $0.01 per share, and the remaining 3,022,195 Warrant Shares vest in tranches, at an exercise price of $191.10 per Warrant Share, upon the attainment of specified payment thresholds based on aggregate payments by affiliates of the Warrantholder (“Amazon”) to the Company and its affiliates pursuant to certain commercial arrangements between the parties. The Warrant expires on May 30, 2033. The Company expects to continue its multi-year collaboration with Amazon.

Upon the consummation of an acquisition transaction, subject to certain exceptions, all unvested Warrant Shares 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 common stockholder rights. The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments. The Warrant includes a limitation on exercise that prohibits the Warrantholder from beneficially owning more than 4.999% of the Company’s outstanding common stock (subject to the Warrantholder’s ability to increase such limit). The Warrantholder is entitled to participate in certain distributions to stockholders as if the Warrant had been exercised, subject to specified limitations.

The issuance of the Warrant and the Warrant Shares has not been registered under the Securities Act of 1933 (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 description of the Warrant does not purport to be complete and is qualified in its entirety to the full text thereof, filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Document
4.1		Warrant to Purchase Common Stock, dated May 30, 2026, issued to Amazon.com NV Investment Holdings LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Date: June 3, 2026				TD SYNNEX CORPORATION
				By:		/s/ David Vetter
						David Vetter
						Chief Legal Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 113.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB