01—Abstract
Summary
Summary of the 8-K filed June 3, 2026. Cited figures are marked; the original filing is the authoritative source.
TD SYNNEX Corporation issued a warrant on May 30, 2026 to Amazon.com NV Investment Holdings LLC to acquire up to 3,238,066 shares of its common stock, par value $0.001a per share.
Of these, 215,871 Warrant Shares vest immediately at an exercise price of $0.01b per share. The remaining 3,022,195 Warrant Shares vest in tranches at an exercise price of $191.10 per share, upon the attainment of specified payment thresholds based on aggregate payments by Amazon affiliates to the Company and its affiliates under certain commercial arrangements. The Company states it expects to continue its multi-year collaboration with Amazon.
The warrant expires on May 30, 2033. Upon consummation of an acquisition transaction, subject to certain exceptions, all unvested Warrant Shares will vest in full. The warrant carries no voting or other common stockholder rights while unexercised, is subject to customary anti-dilution adjustments, and limits the holder from beneficially owning more than 4.999%c of outstanding common stock, subject to the holder's ability to increase that limit.
The holder may participate in certain stockholder distributions as if the warrant had been exercised, subject to specified limitations. The warrant and Warrant Shares have not been registered under the Securities Act of 1933 or any state securities law.
The Company believes the issuance is exempt under Section 4(a)(2) of the Securities Act. The full warrant is filed as Exhibit 4.1 to this Form 8-K.
02—Key points
Key Highlights
- On May 30, 2026, TD SYNNEX issued a warrant to Amazon.com NV Investment Holdings LLC for up to 3,238,066 shares of common stock.
- 215,871 Warrant Shares vest immediately at an exercise price of $0.01 per share.
- 3,022,195 Warrant Shares vest in tranches at $191.10 per share, tied to aggregate payments by Amazon affiliates under commercial arrangements with the Company and its affiliates.
- The warrant expires May 30, 2033; all unvested shares vest in full upon consummation of an acquisition transaction, subject to certain exceptions.
- The warrant limits beneficial ownership by the holder to 4.999% of outstanding common stock, subject to the holder's ability to increase that limit.
- The issuance was made without registration under the Securities Act, with the Company relying on the Section 4(a)(2) exemption.
- The Company expects to continue its multi-year collaboration with Amazon.
03—Questions
Frequently Asked Questions
How many shares can Amazon acquire under the warrant?
The warrant covers up to 3,238,066 shares of TD SYNNEX common stock. Of these, 215,871 vest immediately at $0.01 per share, and 3,022,195 vest in tranches at $191.10 per share.
What conditions must be met for the tranched shares to vest?
The remaining 3,022,195 Warrant Shares vest in tranches upon the attainment of specified payment thresholds based on aggregate payments by Amazon affiliates to the Company and its affiliates under certain commercial arrangements.
Does the warrant give Amazon shareholder voting rights?
No. While the warrant is unexercised, it does not entitle the holder to voting rights or other common stockholder rights. The holder is entitled to participate in certain distributions as if the warrant had been exercised, subject to specified limitations.
When does the warrant expire and what happens in a change of control?
The warrant expires on May 30, 2033. Upon consummation of an acquisition transaction, subject to certain exceptions, all unvested Warrant Shares will vest in full.
Were the warrant and warrant shares registered with the SEC?
No. The warrant and Warrant Shares have not been registered under the Securities Act of 1933 or any state securities law. The Company believes the transaction is exempt under Section 4(a)(2) of the Securities Act, and customary legends will be affixed.
04—Continue