FLEX 8-K Current Reports
FLEX LTD. - 326 current reports
FLEX LTD. 8-K Report, Executive Changes (Jun 12, 2026)
Flex Ltd. (FLEX) has announced its Annual Incentive Bonus Plan for Fiscal Year 2027, approved by its Board of Directors on June 11, 2026. This plan outlines the structure for cash bonuses for the company's executive officers, directly tying potential payouts to the achievement of specific performance metrics. The primary performance measures for the upcoming fiscal year will be company-level operating profit, free cash flow, and revenue targets, providing a clear framework for executive compensation aligned with key business outcomes. Investors should note that the plan incorporates a tiered structure for target award opportunities, with the CEO eligible for up to 165% of base salary, the CFO for up to 115%, and other named executive officers between 100% and 110%. Payouts can range from 30% to 200% of target for individual metrics, with a floor of target payout if all measures meet threshold but not necessarily maximum achievement. The plan also includes adjustments based on overall company operating profit and individual executive performance, and importantly, utilizes adjusted, non-GAAP measures for performance calculation, which is a crucial detail for understanding actual bonus realization.
FLEX LTD. 8-K Report, Material Agreement (Jun 2, 2026)
Flex Ltd. (FLEX) has announced the entry into a new senior term loan credit facility totaling $1.45 billion, effective May 29, 2026. This new facility, provided by Citibank, N.A. as administrative agent and various lenders, matures on November 29, 2027. The proceeds are intended for general corporate purposes, including the refinancing of the company's existing 364-day facility, which was used in part to fund the recent acquisition of Electrical Power Products, Inc. The new credit agreement replaces the previous facility in its entirety. The Credit Facility includes customary covenants and financial maintenance requirements, such as a Debt/EBITDA Ratio not to exceed 4.00 to 1.00 and an Interest Coverage Ratio of no less than 3.00 to 1.00. These covenants are typical for such financing and aim to ensure the company maintains a healthy financial position. Investors should note that while no subsidiaries are currently guarantors, the company has the option to designate them as such in the future. The full terms and conditions are detailed in the Credit Agreement filed as an exhibit.
FLEX LTD. 8-K Report, Financial Results (May 5, 2026)
Flex Ltd. (FLEX) has filed an 8-K on May 5, 2026, reporting on its fourth quarter and fiscal year ended March 31, 2026, and announcing a significant strategic move. The company has revealed its financial results for the recently concluded period, details of which are available in an accompanying press release furnished as Exhibit 99.1. More notably, Flex Ltd. has declared its intention to spin off its cloud and power infrastructure business into a newly formed, independent, publicly traded entity. This separation, detailed in a press release furnished as Exhibit 99.2, represents a major strategic shift aimed at potentially unlocking value and allowing each business to focus more effectively on its respective markets and growth opportunities. Investors should review both financial results and the strategic rationale behind this significant corporate restructuring.
FLEX LTD. 8-K Report, Material Agreement (May 4, 2026)
Flex Ltd. (FLEX) has announced a significant financing event and a major acquisition completion via its Form 8-K filing on May 4, 2026. The company has secured a new senior delayed draw term loan credit facility totaling $1.45 billion, maturing 364 days after the initial funding. This facility, provided by a syndicate of lenders with Citibank, N.A. as administrative agent, will be used for general corporate purposes, critically including the financing of its previously disclosed acquisition of Electrical Power Products, Inc. (EP²). The Credit Agreement introduces customary covenants and events of default, including financial maintenance covenants such as a Debt/EBITDA Ratio not to exceed 4.00x and an Interest Coverage Ratio of at least 3.00x. While the credit facility is not guaranteed by subsidiaries initially, the company retains the option to add subsidiary guarantees. Concurrently, Flex announced the successful completion of its acquisition of EP², as detailed in an accompanying press release.
FLEX LTD. 8-K Report, Regulation FD Disclosure (Mar 30, 2026)
Flex Ltd. (FLEX) announced on March 30, 2026, a significant strategic move: the acquisition of Electrical Power Products, Inc. This transaction, detailed in a press release furnished with the company's 8-K filing, signals Flex's intent to expand its capabilities and market presence. While specific financial terms of the acquisition were not disclosed in this filing, the announcement itself is a key development that investors should monitor for its potential impact on Flex's future growth trajectory and competitive positioning.
FLEX LTD. 8-K Report, Financial Results (Feb 4, 2026)
Flex Ltd. has filed an 8-K report on February 4, 2026, primarily to furnish a press release detailing its financial results for the third quarter ended December 31, 2025. While specific financial figures are not detailed within the 8-K text itself, the filing indicates that investors can find comprehensive performance data, including revenue, profitability, and other key financial metrics, within the accompanying press release (Exhibit 99.1). This report serves as the official notification of the release of these results. It's important for investors to consult the furnished press release for a thorough understanding of the company's recent performance and financial condition. The filing also includes the Cover Page Interactive Data File in Inline XBRL format.
FLEX LTD. 8-K Report, Material Agreement (Nov 13, 2025)
Flex Ltd. (FLEX) has announced the successful closing of a significant debt offering, raising a total of $750 million. This issuance comprises $150 million in additional 5.250% Notes due 2032, which will be consolidated with existing notes, and $600 million in new 5.375% Notes due 2035. The offering was conducted under the company's previously established shelf registration statement. This debt issuance provides Flex with additional capital, the specific use of which is not detailed in this filing but is typical for funding operations, strategic initiatives, or refinancing existing debt. The notes are senior unsecured obligations, ranking equally with other existing senior unsecured debt. Investors should note the maturity dates of 2032 and 2035, the specified interest rates, and the company's option to redeem these notes. The indenture agreements include customary covenants that may restrict certain corporate actions, such as incurring liens or merging, with standard exceptions.
FLEX LTD. 8-K Report, Financial Results (Oct 29, 2025)
Flex Ltd. (FLEX) has filed an 8-K report on October 29, 2025, to announce its financial results for the second quarter ended September 26, 2025. The primary driver of this filing is the accompanying press release (Exhibit 99.1) which details the company's performance during the quarter. Investors should refer to this press release for specific financial metrics and operational updates. The filing itself serves as a notification and furnishing of this important financial information, rather than a formal filing subject to specific liabilities under the Securities Exchange Act of 1934.
FLEX LTD. 8-K Report, Corporate Update (Sep 4, 2025)
Flex Ltd. (FLEX) filed a Current Report on Form 8-K on September 4, 2025, primarily to disclose the filing of a prospectus supplement to its existing automatic shelf registration statement on Form S-3. This supplement relates to shares covered by the registration statement. The main purpose of this 8-K filing is to include the legal opinion from Allen & Gledhill LLP regarding the legality of these shares, as required by SEC regulations for such filings. From an investor's perspective, this filing itself does not represent a new offering of securities or a change in the company's financial condition. Instead, it's a procedural step to ensure that the legality of shares available for potential future sale under the existing shelf registration statement is appropriately documented and publicly available. Investors should refer to the underlying Form S-3 and its supplements for details on any actual securities offerings.
FLEX LTD. 8-K Report, Unregistered Securities Sale (Aug 18, 2025)
Flex Ltd. (FLEX) announced in an 8-K filing on August 18, 2025, that it has issued a warrant to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon.com, Inc. This warrant grants Amazon the right to purchase up to approximately 3.86 million ordinary shares of Flex at an exercise price of $51.29 per share. The exercise price is based on the preceding 30 trading days' volume-weighted average price (VWAP). The warrant is exercisable on a cashless basis and expires in five years, on August 15, 2030. Crucially, the ordinary shares underlying the warrant are subject to vesting based on qualifying payments from Amazon and its affiliates for products and services purchased from Flex. This structure suggests a deepening commercial relationship and incentivizes continued business between the two companies. The warrant's terms include anti-dilution adjustments and provisions for potential extensions or modifications in case of an acquisition, indicating a strategic alignment between Flex and Amazon.
FLEX LTD. 8-K Report, Shareholder Vote Results (Aug 7, 2025)
Flex Ltd. (FLEX) filed an 8-K detailing the outcomes of its 2024 Annual General Meeting held on August 6, 2025. The meeting saw strong shareholder support for key proposals, including the re-election of all nine director nominees and the re-appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2026. Importantly, shareholders also approved a general authorization for the board to allot and issue Ordinary Shares and renewed the Share Purchase Mandate, permitting the company to acquire up to 20% of its outstanding Ordinary Shares. Following the shareholder approval, Flex announced that its Board of Directors has authorized management to continue its share repurchase plan, with an aggregate amount not to exceed $1.7 billion. These repurchases will be conducted in the open market under SEC Rule 10b-18, with the actual timing and volume dependent on market conditions and other factors. This significant share repurchase authorization signals management's confidence and a strategic move to return capital to shareholders.
FLEX LTD. 8-K Report, Financial Results (Jul 24, 2025)
Flex Ltd. has filed an 8-K report on July 24, 2025, to announce its financial results for the first quarter ended June 27, 2025. While the full details of the financial performance are contained within the press release furnished as Exhibit 99.1, this filing primarily serves as notification of the results. Investors should refer to the attached press release for specific figures regarding revenue, profitability, and any forward-looking guidance provided by the company. The filing also includes the cover page interactive data file in Inline XBRL format.
FLEX LTD. 8-K Report, Material Agreement (Jul 18, 2025)
Flex Ltd. (FLEX) announced on July 18, 2025, the execution of a new $2.75 billion Credit Agreement, effective July 15, 2025. This new facility replaces the company's previous $2.5 billion credit line, which was set to mature in July 2027. The enhanced revolving credit facility, with a maturity of five years (July 15, 2030), provides greater financial flexibility and liquidity for the company. It includes a sublimit for swing line loans and letters of credit, and importantly, allows for potential increases of up to $500 million in incremental term loan or revolving commitments, subject to lender commitments and other conditions. This refinancing demonstrates proactive capital management by Flex, securing a larger and longer-term credit facility. The agreement is unsecured and includes covenants related to debt incurrence, acquisitions, liens, leverage ratios (total indebtedness to EBITDA), and interest coverage, which are standard for such agreements and are subject to specified exceptions. Investors should note that the new facility is not guaranteed by any subsidiary, and certain lenders or their affiliates have ongoing relationships with Flex, which is typical in the financial industry.
FLEX LTD. 8-K Report, Executive Changes (Jun 25, 2025)
Flex Ltd. (FLEX) announced on June 25, 2025, a significant executive compensation event involving its Chief Executive Officer, Revathi Advaithi. The Board of Directors, on the recommendation of its Compensation and People Committee, approved a one-time supplemental equity award valued at a target of $25 million. This award is structured as performance-based restricted share units (PSUs) and is primarily tied to the performance of Flex's data center business through fiscal year 2028. The award aims to further align executive compensation with long-term shareholder value creation and ensure leadership continuity, particularly recognizing Ms. Advaithi's contributions. The payout of these PSUs can range from 0% to 250% of the target, contingent on achieving rigorous performance goals. Additionally, the award incorporates a relative Total Shareholder Return (rTSR) component as an overall payout cap, linking a portion of the executive's compensation directly to shareholder experience over a three-year period.
FLEX LTD. 8-K Report, Executive Changes (Jun 13, 2025)
Flex Ltd. (FLEX) announced on June 13, 2025, the approval of its Annual Incentive Bonus Plan for fiscal year 2026. This plan outlines the structure for executive cash bonuses, directly tying compensation to the achievement of pre-established performance goals. Key financial metrics for the company-wide plan include operating profit, free cash flow, and revenue targets. Specific executives, like the President and Chief Commercial Officer, will also have segment-level operating profit and revenue targets influencing their bonuses. The plan details target bonus percentages based on base salary for various executive roles, with the CEO eligible for up to 165% and the CFO for up to 115%. Payouts range from a threshold of 30% (or 50% for free cash flow) to a maximum of 200% of the target, contingent on meeting performance measures. Importantly, the plan incorporates a modifier tied to overall Company operating profit, which can adjust payouts by +/- 20 percentage points, and individual performance can further modify payouts by +/- 10 percentage points. The Compensation and People Committee retains discretion to exclude extraordinary items and will use adjusted, non-GAAP measures for performance calculation.
FLEX LTD. 8-K Report, Financial Results (May 7, 2025)
Flex Ltd. (FLEX) has filed an 8-K report on May 7, 2025, primarily to announce its financial results for the fourth quarter and full fiscal year ended March 31, 2025. The report includes a press release containing these results, which is furnished as Exhibit 99.1. Investors should note that the information provided in this 8-K and its exhibit is not considered "filed" under Section 18 of the Exchange Act, meaning it will not be subject to the liabilities of that section, nor will it be automatically incorporated into other SEC filings. While the specific financial figures are detailed within the furnished press release (Exhibit 99.1), this filing serves as the official notification to the market regarding Flex's performance. Investors interested in the company's revenue, profitability, segment performance, and any forward-looking guidance for the upcoming fiscal year will need to refer to the content of the press release. The filing also includes the cover page interactive data file in Inline XBRL format.
FLEX LTD. 8-K Report, Corporate Update (Apr 2, 2025)
Flex Ltd. (FLEX) has filed an 8-K report on April 2, 2025, primarily announcing its upcoming conference call to discuss fourth quarter and fiscal year 2025 financial results. The call is scheduled for Wednesday, May 7, 2025, at 7:30 a.m. Central Time / 8:30 a.m. Eastern Time. Investors should note this date to listen for the company's performance update and forward-looking statements. While this 8-K does not contain actual financial results, it serves as a notification for a future event where these results will be disclosed. The press release detailing the conference call has been furnished as an exhibit. It is important for investors to be aware that the information in this report and the furnished press release are not considered 'filed' for regulatory purposes, meaning they do not carry the same liability under Section 18 of the Exchange Act and are not automatically incorporated into future filings.
FLEX LTD. 8-K Report, Executive Changes (Mar 7, 2025)
Flex Ltd. (FLEX) has filed an 8-K detailing amendments to its executive compensation plans, primarily focused on enhancing protections related to a "change of control" event. The amendments clarify the "double-trigger" vesting of equity awards, stipulating that in the event of an Involuntary Termination of Service within 24 months post-change of control, certain equity awards will vest fully. Awards based solely on service will vest immediately, while performance-based awards will vest at target levels or based on actual achievement. Furthermore, the company has amended and restated its Executive Severance Plan, now including CEO Revathi Advaithi under its provisions. This change aligns the CEO's severance benefits with those of other participating executives during a "Change of Control Protection Period." Under a qualifying termination (termination without cause or resignation for good reason) within this period, executives will receive enhanced severance, including salary and bonus multiples, accelerated vesting of equity and deferred compensation awards, and extended benefits coverage. These changes aim to better align executive incentives and protections with market practices during potential acquisition scenarios.
FLEX LTD. 8-K Report, Financial Results (Jan 29, 2025)
Flex Ltd. (FLEX) has filed a Form 8-K on January 29, 2025, to report its financial results for the third quarter ended December 31, 2024. The filing primarily consists of a press release announcing these results. Investors should note that the information provided in this Item 2.02 and the attached exhibit is furnished and not "filed" for legal purposes such as Section 18 of the Exchange Act, nor is it automatically incorporated by reference into future SEC filings. Therefore, while it provides timely operational updates, its legal implications in future SEC contexts are limited. The key takeaway for investors is the release of Q3 2024 financial performance data. The actual financial figures and management's commentary on the company's performance, strategic initiatives, and outlook are contained within the furnished press release (Exhibit 99.1). Investors are encouraged to review this press release for detailed insights into Flex's revenue, profitability, segment performance, and any forward-looking statements or guidance provided by the company.
FLEX LTD. 8-K Report, Executive Changes (Nov 22, 2024)
Flex Ltd. (FLEX) announced a significant leadership change with the appointment of Kevin S. Krumm as its new Chief Financial Officer, effective January 6, 2025. Mr. Krumm brings extensive financial experience from his previous roles at APi Group Corporation and Ecolab Inc., where he held senior positions including CFO and Corporate Treasurer. His background includes a strong foundation in public accounting with major firms, M&A, and corporate finance. This appointment comes with a comprehensive compensation package designed to attract and retain Mr. Krumm. His remuneration includes a base salary of $832,000, eligibility for annual incentive bonuses, and substantial long-term equity awards. Notably, the package includes significant sign-on bonuses and make-whole equity grants to compensate for forfeited compensation from his prior employer, totaling $5.8 million in RSUs and $3.5 million in cash, with clawback provisions on the cash bonus. Investors should note the terms of his potential severance benefits under the Company's Executive Severance Plan, which include continued salary and benefits, pro-rated bonus, and accelerated vesting of equity awards under specific termination scenarios.
FLEX LTD. 8-K Report, Financial Results (Oct 30, 2024)
Flex Ltd. (FLEX) has filed an 8-K report on October 30, 2024, to announce its financial results for the second quarter ended September 27, 2024. The report primarily furnishes a press release containing these results, which provides key financial and operational updates for investors. Investors should refer to the accompanying press release (Exhibit 99.1) for detailed financial performance metrics and management commentary. It is important to note that the information furnished under Item 2.02 and its exhibit is not considered 'filed' for legal liability purposes under the Securities Exchange Act of 1934, nor is it automatically incorporated into other SEC filings. While the 8-K itself is brief, it serves as the official notification mechanism for the market release of Flex's quarterly earnings. The content of the press release will detail revenue, profitability, segment performance, and potentially forward-looking guidance. Investors are encouraged to review this press release for a comprehensive understanding of Flex's recent performance and outlook. The filing also includes an Interactive Data File in Inline XBRL format.
FLEX LTD. 8-K Report, Regulation FD Disclosure (Oct 17, 2024)
Flex Ltd. (FLEX) announced on October 17, 2024, that it has entered into an agreement to acquire Crown Technical Systems. This strategic move signals Flex's intent to expand its capabilities and market presence within a key industry segment, though specific financial terms and the strategic rationale beyond general expansion are detailed in the accompanying press release (Exhibit 99.1). Investors should note that the information furnished in this 8-K, including the press release, is not deemed "filed" for regulatory purposes, meaning it does not carry the same liability under Section 18 of the Exchange Act. However, the acquisition itself is a material development that warrants investor attention for understanding Flex's growth strategy and future operational trajectory. The full details of the acquisition's impact will likely be elaborated upon in future filings or investor communications.
FLEX LTD. 8-K Report, Executive Changes (Sep 27, 2024)
Flex Ltd. (FLEX) has announced the approval of one-time supplemental equity awards for two key executive officers, Michael P. Hartung (President, Chief Commercial Officer) and Hooi Tan (President, Global Operations and Components). These awards, totaling $4.6 million each in grant date fair value at target, are designed to enhance long-term retention and incentivize continued strong shareholder returns. The awards are structured as 50% performance-based restricted share units (PSUs) and 50% service-based restricted share units (RSUs), with vesting tied to rigorous performance goals and extended service periods. The performance component is tied to adjusted earnings per share (EPS) growth over a three-year period (Fiscal Years 2025-2027), with payouts ranging from 0% to 200% of target. Importantly, these performance goals are considered "stretch goals" and are more demanding than those in the company's standard FY25 long-term incentive plan. Vesting of earned PSUs is further extended beyond the performance period, requiring continued employment for two additional years. The RSUs will cliff vest on the third anniversary of the grant date. These supplemental awards have more restrictive forfeiture and acceleration conditions compared to standard executive awards, particularly regarding retirement or termination without cause/for good reason absent a change of control, underscoring the company's commitment to retaining these critical executives.
FLEX LTD. 8-K Report, Material Agreement (Aug 21, 2024)
Flex Ltd. (FLEX) has filed an 8-K report detailing the successful completion of a $500 million offering of its 5.250% Senior Unsecured Notes due 2032. This offering, registered under a shelf registration statement, signifies a strategic move by the company to secure long-term financing. The issuance of these notes is governed by an indenture, which includes provisions for interest payments, maturity, optional redemption by Flex, and mandatory repurchase events upon a change of control, offering some protection to noteholders. From an investor's perspective, this issuance indicates Flex's ongoing access to capital markets and its ability to raise substantial funds. The senior unsecured nature of the notes means they rank equally with other unsecured debt, and investors should review the indenture's covenants for restrictions on liens and significant corporate transactions. The company has entered into an underwriting agreement with a group of representatives, including prominent financial institutions, which outlines the terms of the sale and includes customary indemnification provisions.
FLEX LTD. 8-K Report, Executive Changes (Aug 16, 2024)
Flex Ltd. (FLEX) filed an 8-K on August 15, 2024, detailing executive compensation adjustments. The most significant change is the establishment of a new compensation package for Jaime Martinez, who recently stepped in as Interim Chief Financial Officer. This package includes a $300,000 restricted stock unit (RSU) award vesting over two years and a $50,000 monthly cash supplement as long as he holds the interim role. Additionally, the filing outlines a base salary increase for Hooi Tan, President of Global Operations and Components, and enhanced compensation for Michael P. Hartung, who was promoted to Chief Commercial Officer. These adjustments reflect changes in responsibilities and promotions within the company's senior leadership team.
FLEX LTD. 8-K Report, Shareholder Vote Results (Aug 9, 2024)
Flex Ltd. (FLEX) held its 2024 Annual General Meeting on August 8, 2024, where shareholders re-elected all nine director nominees and re-appointed Deloitte & Touche LLP as the independent auditor for the 2025 fiscal year. A significant outcome for investors is the approval of a general authorization for the Board of Directors to allot and issue Ordinary Shares. Additionally, shareholders renewed the Share Purchase Mandate, allowing Flex to acquire up to 20% of its issued and outstanding Ordinary Shares. Following shareholder approval, the Board of Directors has authorized management to continue the share repurchase plan with an aggregate amount not to exceed $1.7 billion. The company clarified that any repurchases will be conducted in the open market under SEC Rule 10b-18, subject to market conditions and legal requirements. The program is discretionary and can be suspended or terminated without prior notice.
FLEX LTD. 8-K Report, Financial Results (Jul 24, 2024)
Flex Ltd. (FLEX) has filed an 8-K report detailing its first-quarter financial results for the period ending June 28, 2024, released on July 24, 2024. While the full financial details will be available in the accompanying press release (Exhibit 99.1), the filing also announces a significant executive change. The Chief Financial Officer, Paul R. Lundstrom, is resigning effective July 31, 2024, to pursue other opportunities. Jaime Martinez, Senior Vice President of Finance for the Reliability Solutions segment, will step in as Interim CFO, effective August 1, 2024. Mr. Martinez brings over 20 years of experience within Flex and has held various senior finance roles. The company is initiating a search for a permanent CFO. Investors should note that while the earnings release is furnished, it is not deemed 'filed' under Section 18 of the Exchange Act, meaning it doesn't carry the same liability. The primary focus for investors in this 8-K, beyond the preliminary earnings announcement, is the unexpected departure of the CFO and the transition plan. The appointment of an experienced internal candidate as interim CFO provides a degree of continuity, but the market will be looking for insights into the company's financial performance from the July 24th press release and clarity on the timeline and qualifications of the permanent CFO search.
FLEX LTD. 8-K Report, Executive Changes (Jun 14, 2024)
Flex Ltd. (FLEX) has filed an 8-K report detailing its Annual Incentive Bonus Plan for Fiscal Year 2025. This plan outlines the structure and performance metrics for executive bonuses, aiming to align leadership compensation with key company financial and operational achievements. The primary performance measures for the upcoming fiscal year will include company-level operating profit, free cash flow, and revenue targets. Additionally, certain executives will have segment-level operating profit and revenue targets influencing their bonuses. The plan introduces flexibility through variable target award opportunities and a range of payout thresholds and maximums, with specific metrics weighted differently and subject to potential adjustments.
FLEX LTD. 8-K Report, Financial Results (May 1, 2024)
Flex Ltd. (FLEX) has filed an 8-K report on April 30, 2024, disclosing key operational and governance updates. The company announced financial results for its fourth quarter and fiscal year ended March 31, 2024, via a press release furnished as Exhibit 99.1. While the specific financial figures are detailed in the press release, this filing highlights significant restructuring efforts initiated on April 30, 2024, aimed at enhancing operational efficiencies. These initiatives involve workforce reductions and manufacturing footprint optimization, with an estimated charge of $75 million to $125 million expected in the first three quarters of fiscal year 2025, primarily for employee termination benefits. In addition to operational adjustments, the report also signals a leadership transition within the Board of Directors. Michael D. Capellas will not be seeking re-election as Chair of the Board at the upcoming 2024 Annual General Meeting on August 8, 2024. His departure is amicable and not a result of any disagreements. The Board has appointed William D. Watkins, a current independent director, to succeed Mr. Capellas as Chair, effective after the meeting, contingent upon his re-election.
FLEX LTD. 8-K Report, Financial Results (Jan 31, 2024)
Flex Ltd. (FLEX) has filed an 8-K report on January 31, 2024, to announce its financial results for the third quarter ended December 31, 2023. This filing primarily serves to furnish a press release detailing these results, which is attached as Exhibit 99.1. Investors should refer to this press release for comprehensive information regarding the company's performance during the quarter, including key financial metrics, operational updates, and management's commentary. While the 8-K itself is a procedural filing, the attached press release is the substantive document for investors seeking to understand Flex's recent financial condition and results of operations. It is important to note that the information furnished in this 8-K, including the press release, is not considered "filed" for the purposes of Section 18 of the Exchange Act, meaning it does not carry the same liability as officially filed financial statements. However, it provides the most current available information directly from the company.
FLEX LTD. 8-K Report, Material Agreement (Jan 2, 2024)
Flex Ltd. (FLEX) has filed an 8-K report detailing the completion of a significant corporate restructuring involving a distribution and merger. On January 2, 2024, Flex completed the pro-rata distribution of all shares of Yuma, Inc. (Yuma) to its shareholders. Immediately following this distribution, Yuma was merged with Merger Sub, a wholly-owned subsidiary of Nextracker Inc. (Nextracker), with Yuma surviving as a subsidiary of Nextracker. This transaction effectively separates the Nextracker business from Flex. As a result of the merger, Flex no longer holds any shares, common stock, or common units in Nextracker. In conjunction with these transactions, Flex, Yuma, and Nextracker entered into a Tax Matters Agreement. This agreement outlines the allocation of tax responsibilities, indemnification obligations, and procedures for tax contests between the entities. The primary goal is to preserve the tax-free status of the Distribution and the Mergers under relevant U.S. tax codes. Both Flex and Nextracker (through Yuma) have agreed to certain covenants to ensure this tax-free treatment, with provisions for indemnification if these conditions are not met due to actions or inactions of either party. The company also announced the completion of these events via a press release.
FLEX LTD. 8-K Report, Corporate Update (Dec 18, 2023)
Flex Ltd. (FLEX) has announced a significant corporate restructuring involving the distribution of its subsidiary, Yuma, Inc., to its shareholders. The High Court of Singapore has approved a capital reduction, enabling Flex to distribute all shares of Yuma Common Stock on a pro rata basis. This distribution is scheduled to occur on January 2, 2024, with a record date of December 29, 2023. Following this distribution, Yuma will merge with Nextracker Inc. (NXT) subsidiary, Merger Sub. Shareholders will receive Nextracker Class A Common Stock in exchange for their Yuma Common Stock based on a pre-determined exchange ratio. The company anticipates the merger to close on or around January 2, 2024.
FLEX LTD. 8-K Report, Shareholder Vote Results (Nov 20, 2023)
Flex Ltd. (FLEX) filed an 8-K on November 20, 2023, reporting the outcome of its Extraordinary General Meeting held on November 19, 2023. The primary focus of the meeting was a shareholder vote on a special resolution to approve a court-sanctioned capital reduction. This capital reduction is a crucial step in Flex's plan to distribute its remaining interests in Nextracker Inc. to Flex shareholders on a pro-rata basis. This distribution is intended to occur immediately prior to a merger involving Flex, Nextracker, and two of their respective subsidiaries. The vote overwhelmingly passed, with a substantial majority of shares voting in favor of the resolution, indicating strong shareholder support for the proposed transaction. The company expects to seek approval from the High Court of Singapore for the capital reduction promptly, with the ultimate completion of the capital reduction, Nextracker distribution, and merger anticipated in Flex's fourth fiscal quarter ending March 31, 2024. This move signals a significant step towards separating Flex's interest in Nextracker and returning value to Flex shareholders.
FLEX LTD. 8-K Report, Financial Results (Oct 25, 2023)
Flex Ltd. (FLEX) has announced a significant strategic move via an 8-K filing, detailing its plan to spin off all remaining interests in Nextracker Inc. This transaction, expected to close in Flex's fourth quarter ending March 31, 2024, will result in Flex shareholders receiving Nextracker Class A common stock on a pro rata basis. Based on current holdings, a Flex shareholder is anticipated to receive approximately 0.17 shares of Nextracker for each Flex ordinary share. This move will effectively eliminate Flex's direct or indirect ownership stake in Nextracker. While the filing also references Flex's second quarter financial results (ended September 29, 2023), the primary focus for investors is the impending separation of Nextracker. The spin-off is subject to customary closing conditions, including the approval of Flex shareholders. Investors are strongly encouraged to review the detailed information being filed with the SEC, including registration statements and proxy statements, for a comprehensive understanding of the transaction and its implications.
FLEX LTD. 8-K Report, Executive Changes (Aug 7, 2023)
Flex Ltd. (FLEX) filed an 8-K report on August 6, 2023, detailing the outcomes of its 2023 Annual General Meeting of Shareholders held on August 2, 2023. The most significant event for investors is the shareholder approval of the amendment and restatement of the Flex Ltd. 2017 Equity Incentive Plan. This approval allows for an increase in the number of shares reserved for issuance, which is a common practice for incentivizing employees and management through stock-based compensation. Additionally, shareholders re-elected all ten director nominees and re-appointed Deloitte & Touche LLP as the independent auditor. The meeting also saw the approval of a general authorization for the Board to allot and issue Ordinary Shares, and crucially, the renewal of the Share Purchase Mandate, allowing the company to repurchase up to 20% of its outstanding shares. This mandate has been further supported by the Board's authorization for management to continue its share repurchase plan, with an aggregate amount not to exceed $2 billion, signaling a commitment to returning capital to shareholders.
FLEX LTD. 8-K Report, Financial Results (Jul 26, 2023)
Flex Ltd. (FLEX) filed a Form 8-K on July 26, 2023, to report its financial results for the first quarter ended June 30, 2023. The filing primarily includes a press release detailing these results, which is furnished as an exhibit. Investors should note that the information provided in this report and its exhibit is not considered "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 and will not be automatically incorporated into future SEC filings. While the 8-K itself is brief and directs investors to the press release for the substantive financial details, the core purpose is to disseminate the Q1 2023 earnings information in a timely manner. Investors looking for specific performance metrics, revenue figures, profitability, and future guidance should refer to the accompanying press release (Exhibit 99.1).
FLEX LTD. 8-K Report, Corporate Update (Jun 30, 2023)
Flex Ltd. (FLEX) announced on June 29, 2023, that the underwriters for its subsidiary Nextracker Inc.'s initial public offering (IPO) have fully exercised their option to purchase an additional 1,650,000 shares of Class A common stock. This exercise brings the total offering size to approximately $552.01 million in net proceeds to Nextracker. The offering involves shares from both Nextracker and selling stockholders, indicating a significant divestiture and a successful market reception for Nextracker's stock. The net proceeds generated from this offering are earmarked for a crucial transaction: the purchase of 15,631,562 Nextracker LLC common units from Yuma, Inc. (a Flex subsidiary) and TPG Rise Flash, L.P. This move will effectively consolidate a substantial portion of Nextracker's ownership under Flex, likely simplifying the capital structure and potentially enhancing Flex's strategic flexibility regarding its stake in Nextracker.
FLEX LTD. 8-K Report, Corporate Update (Jun 29, 2023)
Flex Ltd. (FLEX) has filed an 8-K report detailing a significant event concerning its subsidiary, Nextracker Inc. Nextracker has successfully priced an underwritten offering of its Class A common stock. This offering includes shares sold by Nextracker itself and shares sold by existing Nextracker stockholders. The pricing of the offering at $36.50 per share represents a material development, indicating continued investor interest in Nextracker's business. The transaction is expected to close on July 3, 2023. The underwriters also have an option to purchase additional shares, which could increase the total offering size. This event is a crucial step for Nextracker as it progresses as a public entity, potentially providing Flex with liquidity and allowing Nextracker to further fund its operations or growth initiatives.
FLEX LTD. 8-K Report, Corporate Update (Jun 26, 2023)
Flex Ltd. (FLEX) has announced through a press release dated June 26, 2023, that its subsidiary, Nextracker Inc., is proposing an underwritten offering of its Class A common stock. This offering includes shares sold by Nextracker itself and by certain existing stockholders. The offering size is significant, with an initial proposed sale of approximately 16.5 million shares, and an additional option for underwriters to purchase up to 1.65 million more shares. The last reported trading price for Nextracker's common stock was $38.63 per share on June 23, 2023.
FLEX LTD. 8-K Report, Executive Changes (Jun 16, 2023)
Flex Ltd. (FLEX) filed an 8-K on June 16, 2023, disclosing details of its Annual Incentive Bonus Plan for Fiscal Year 2024, approved by the Board of Directors on June 14, 2023. This plan outlines the structure for executive bonuses, tying cash compensation to the achievement of specific financial and operational performance goals. The primary performance measures for the company-wide bonuses include operating profit, free cash flow, and revenue targets. Additionally, certain executives will have performance tied to segment-level operating profit and revenue targets. The plan introduces a tiered structure for target bonus opportunities as a percentage of base salary, with the CEO at 165%, the CFO at 110%, and other named executive officers between 100% and 110%. Payouts can range from a threshold of 30% to a maximum of 200% of the target, contingent on meeting performance measures. The plan also incorporates adjustments for company-level operating profit (funding metric), environmental, social, and governance (ESG) metrics, and individual performance, allowing for modifications of up to +/- 20 percentage points and +/- 10 percentage points, respectively. Notably, the plan uses adjusted, non-GAAP measures for performance calculation and grants the Compensation Committee discretion to exclude extraordinary items.
FLEX LTD. 8-K Report, Financial Results (May 10, 2023)
Flex Ltd. (FLEX) filed an 8-K on May 10, 2023, to report its financial results for the fourth quarter and full fiscal year ended March 31, 2023. The primary purpose of this filing is to furnish the accompanying press release, which contains the detailed financial performance data and management's commentary. Investors should refer to the press release (Exhibit 99.1) for the specific figures and operational highlights of the period.
FLEX LTD. 8-K Report, Material Agreement (Feb 13, 2023)
Flex Ltd. (FLEX) has filed an 8-K detailing a material definitive agreement concerning a potential merger and distribution involving its subsidiary, Nextracker. Flex has entered into a Merger Agreement with its subsidiary Yuma, Inc., and entities related to Nextracker. This agreement grants Flex the discretion to merge Yuma with a Nextracker subsidiary, immediately following a potential distribution of Yuma shares to Flex shareholders. This series of transactions is intended to qualify for tax-free treatment, aiming for a restructuring where Yuma shares would be exchanged for Nextracker Common Stock. Furthermore, Nextracker has entered into a Registration Rights Agreement with Yuma, Merger Sub, and TPG Rise Flash, L.P. This agreement grants these selling stockholders the right to have their Nextracker Common Stock registered for sale, either through demand, shelf, or piggy-back registrations. This indicates a step towards potentially increasing the liquidity and public float of Nextracker shares.
FLEX LTD. 8-K Report, Corporate Update (Feb 10, 2023)
Flex Ltd. (FLEX) has announced the full exercise of the underwriter's option to purchase additional shares in its subsidiary, Nextracker Inc.'s, initial public offering (IPO). This upsizing of the IPO, which involved the sale of 26,600,000 shares of Class A common stock, will result in Nextracker raising approximately $693.8 million in net proceeds after accounting for underwriting discounts and commissions. This additional capital infusion underscores strong investor demand for Nextracker.
FLEX LTD. 8-K Report, Corporate Update (Feb 9, 2023)
Flex Ltd. (FLEX) announced a significant event for its subsidiary, Nextracker Inc., via an 8-K filing on February 8, 2023. Nextracker has successfully priced its Initial Public Offering (IPO) of 26,600,000 shares of Class A common stock at $24.00 per share. This offering represents a key step in the potential separation and public trading of Nextracker, a company involved in solar tracker technology. The Common Stock is set to commence trading on the Nasdaq Global Select Market under the ticker symbol "NXT" on February 9, 2023, with the offering expected to close on February 13, 2023. Underwriters also hold a 30-day option to purchase an additional 3,990,000 shares. This event is crucial for Flex as it may unlock value and provide strategic flexibility for both entities.
FLEX LTD. 8-K Report, Regulation FD Disclosure (Feb 1, 2023)
This 8-K filing from Flex Ltd. (FLEX) announces preliminary financial results for its subsidiary, Nextracker Inc., for the three- and nine-month periods ended December 31, 2022, in connection with Nextracker's proposed Initial Public Offering (IPO). The preliminary results indicate significant year-over-year growth for Nextracker in both revenue and profitability. Specifically, revenue for the nine-month period grew substantially compared to the prior year, and the company expects a strong increase in gross profit, operating income, and net income. The filing also highlights Nextracker's positive net cash from operating activities for the nine-month period, a significant improvement from a cash outflow in the prior year, and a substantial backlog of firm orders.
FLEX LTD. 8-K Report, Financial Results (Jan 25, 2023)
Flex Ltd. (FLEX) filed an 8-K on January 25, 2023, to report its financial results for the third quarter ended December 31, 2022. The filing primarily consists of a press release announcing these results, which is furnished as an exhibit. Investors should refer to this press release for detailed financial performance information, including revenue, profitability, and any forward-looking guidance provided by the company. It is important to note that the information furnished under Item 2.02 is not considered "filed" for regulatory purposes and therefore does not carry the same liabilities as formally filed information under Section 18 of the Exchange Act.
FLEX LTD. 8-K Report, Material Agreement (Dec 7, 2022)
Flex Ltd. (FLEX) has filed an 8-K report detailing the successful completion of a $400 million debt offering, issuing 6.000% Notes due 2028. This action, finalized on December 7, 2022, was conducted under an existing shelf registration statement and utilized a Fifth Supplemental Indenture to formalize the new debt issuance. The notes are senior unsecured obligations and rank equally with other existing unsecured debt. They mature in January 2028, with semi-annual interest payments beginning July 15, 2023. The company retains the option to redeem the notes prior to maturity, and holders can demand repurchase upon a change of control event. This issuance appears to be a strategic move to manage its capital structure and potentially fund ongoing operations or strategic initiatives.
FLEX LTD. 8-K Report, Corporate Update (Dec 1, 2022)
Flex Ltd. (FLEX) announced on November 30, 2022, that it has entered into an underwriting agreement to sell $400 million in aggregate principal amount of its 6.000% Notes due 2028. The offering is expected to close around December 7, 2022. This action is primarily aimed at refinancing existing debt. The company plans to use the net proceeds from this new note issuance, along with available cash, to fund the redemption of its $500.0 million in 5.000% notes due February 2023. This move signals a proactive approach to managing its debt profile, potentially lowering interest expenses or extending maturity dates. Any remaining proceeds will be allocated for general corporate purposes, including further debt repayment, working capital, capital expenditures, or acquisitions.
FLEX LTD. 8-K Report, Corporate Update (Nov 17, 2022)
Flex Ltd. (FLEX) announced on November 16, 2022, its intention to redeem its entire outstanding aggregate principal amount of $500,000,000 of its 5.000% Notes due 2023. This redemption is scheduled to occur on December 20, 2022, and is being executed in accordance with the terms of the governing Indenture. The company is utilizing this action as part of its ongoing financial management and capital structure optimization. Investors should note that the redemption price will be determined based on the greater of 100% of the principal amount or a calculated present value of future payments, adjusted by a discount rate derived from the applicable Treasury Rate plus 50 basis points. This includes accrued and unpaid interest up to the redemption date. This move signals Flex's proactive approach to managing its debt obligations and capital costs.
FLEX LTD. 8-K Report, Financial Results (Oct 26, 2022)
Flex Ltd. (FLEX) filed an 8-K on October 26, 2022, primarily to furnish a press release announcing its financial results for the second quarter ended September 30, 2022. While the filing itself does not contain detailed financial figures, it directs investors to the accompanying press release (Exhibit 99.1) for the comprehensive Q2 results. This is a standard procedural filing, indicating that the company's performance details are being disclosed through a separate, more detailed announcement.