Flex (FLEX) 8-KEntry into a Material Definitive Agreement

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 19, 2024

FLEX LTD.

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (65) 6876-9899

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:

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).

Item 1.01 Entry into a Material Definitive Agreement.

On August 21, 2024, Flex Ltd. (the “Company”) completed its sale of $500,000,000 aggregate principal amount of its 5.250% Notes due 2032 (the “Notes”). The offer and sale of the Notes was registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-281573), filed with the Securities and Exchange Commission (the “Commission”) on August 15, 2024. A prospectus supplement relating to the offer and sale of the Notes was filed with the Commission on August 20, 2024.

The Notes were issued under an Indenture, dated as of June 6, 2019 (the “Base Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as successor in interest to U.S. Bank National Association, as supplemented by the Sixth Supplemental Indenture, dated as of August 21, 2024 between the Company and the Trustee (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

Interest on the Notes is payable on January 15 and July 15 of each year, beginning on January 15, 2025. The Notes will mature on January 15, 2032. The Company may, at its option, redeem some or all of the Notes at any time by paying the applicable redemption prices set forth in the Indenture. In addition, holders of the Notes may require the Company to repurchase their Notes upon the occurrence of a change of control repurchase event (as defined in the Indenture), unless the Company has previously exercised its right to redeem the Notes as described above. The Notes are senior unsecured obligations of the Company and rank equally with all of the Company’s other existing and future senior and unsecured indebtedness. The Indenture contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties and assets to another person, which, in each case, is subject to a number of significant limitations and exceptions. The Indenture contains certain other covenants, events of default and other customary provisions.

From time to time in the ordinary course of business, the Trustee and affiliates of the Trustee have engaged in and may in the future engage in commercial banking, investment banking and other commercial transactions and services with the Company and its subsidiaries for which they have received or will receive customary fees and commissions. For example, an affiliate of the Trustee is a lender under the Company’s revolving credit facility, an affiliate of the Trustee is one of the underwriters for the offering and sale of the Notes, and the Trustee is the trustee under the indentures governing the Company’s 4.750% Notes due 2025, 3.750% Notes due 2026, 6.000% Notes due 2028, 4.875% Notes due 2029 and 4.875% Notes due 2030.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Base Indenture, which is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K, the Sixth Supplemental Indenture, which is filed as Exhibit 4.2 to this Current Report on Form 8-K and the Notes, the form of which is filed as Exhibit 4.3 to this Current Report on Form 8-K, each of which is incorporated herein by reference.

Item 8.01 Other Events.

On August 19, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Scotia Capital (USA) Inc., Truist Securities, Inc., and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon the terms and conditions set forth therein, the Notes. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with the sale of the Notes and for customary contribution provisions in respect of those liabilities.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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.