UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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| 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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