Flex Ltd.: announces $2,000,000,000 preferred investment and planned spin-off

What happened

• Flex Ltd. announced that it "intends to separate its Cloud and Power Infrastructure business into an independent publicly traded company, Axiom Solutions International, Inc." (the "Spin-Off") in the first quarter of 2027.
• On Oct 2, 2026, Flex, Axiom and certain investors, including GC Venture XIII (ASI), L.P. ("General Catalyst"), entered into a Series A Convertible Preferred Stock Investment Agreement under which the Investors agreed to collectively purchase 200,000 shares of Axiom’s Series A Convertible Preferred Stock at a Per Share Purchase Price of $10,000 for an aggregate purchase price of $2,000,000,000 (the "Preferred Investment").
• The filing also notes that on Sep 3, 2026 a wholly owned subsidiary of Flex entered into a stock purchase agreement to acquire EPC Power Corp., expected to close in the fourth quarter of 2026, and that EPC Power is expected to become part of the Cloud and Power Infrastructure business prior to the Spin-Off.

Key details

• Preferred Investment: 200,000 shares at $10,000 per share, aggregate $2,000,000,000.
• Redemption guarantee: Flex guarantees Axiom’s obligation to redeem outstanding preferred shares if the Spin-Off is not consummated on or before Dec 31, 2027; Redemption Price is 115% of Per Share Purchase Price if paid in cash, or 125% if paid in Flex ordinary shares, minus aggregate cash dividends paid; unpaid amounts bear interest at 12% per annum.
• Payment election: Axiom may elect to pay redemption in cash or Flex ordinary shares (Flex’s approval required for share election); parties to use commercially reasonable efforts to agree on share delivery and support prior to Dec 1, 2027.
• Closing conditions: Preferred Investment closing is subject to customary conditions, including Hart-Scott-Rodino clearance and other regulatory approvals; Axiom filed a Form 10 on Sep 15, 2026 with respect to its common stock.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) is reported and covers the Series A Convertible Preferred Stock Investment Agreement and Flex’s related guarantee obligations.
• Item 2.03 (creation of a direct financial obligation) and Item 3.02 (unregistered sales of equity securities) are referenced in relation to the Preferred Investment and related guarantees and share issuance.
• Item 8.01 (other events) is reported and includes a press release filed as Exhibit 99.1.
• This filing does not show why the company acted.