Flex Ltd.: amends warrant related to 3,859,851 shares

What happened

• The filing reports that on Oct 9, 2026 Flex Ltd. and Amazon.com NV Investment Holdings LLC (the Warrantholder) and Amazon.com Services LLC (the Assignee) entered into an amendment to a warrant to purchase up to 3,859,851 ordinary shares of the company at an exercise price of $51.29 per share.
• The filing states the amendment (the Warrant Amendment) amends a warrant dated Aug 15, 2025, transfers and assigns the Warrantholder’s rights to the Assignee, and addresses the planned separation of Flex’s cloud and power infrastructure business into Axiom Solutions International, Inc. (Spinco).

Key details

• Warrant shares: 3,859,851 ordinary shares; exercise price: $51.29 per share.
• Warrant dated: Aug 15, 2025; Warrant Amendment executed: Oct 9, 2026.
• In connection with the planned Distribution of Spinco common stock (expected pro rata distribution of approximately 88.0% to 94.0% of outstanding Spinco shares to Flex shareholders), Flex will cause Spinco to issue to the Assignee a fully vested warrant to purchase Spinco common stock at an exercise price of $0.01 per share (the Spinco Warrant).
• The number of Spinco shares subject to the Spinco Warrant will be determined based on the intrinsic value of the Warrant prior to the Distribution.
• The filing states the Amended Warrant and Warrant Shares have not been registered under the Securities Act and that Flex believes the transaction is exempt from registration under Section 4(a)(2); customary legends will be affixed.

Why it may matter

• This report was made under Item 3.02: Unregistered sales of equity securities and covers the Warrant Amendment, the assignment of the Existing Warrant to an Amazon affiliate, and the issuance of a Spinco warrant in connection with the planned spin-off (the Distribution).
• This filing does not show why the insider traded or why the company acted.