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 615, 2025

FLEX LTD.

Singapore	0-23354	98-1773351
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
12515-8 Research Blvd, Suite 300, Austin, Texas		78759
(Address of principal executive offices)		(Zip Code)

(Exact Name of Registrant as Specified in Its Charter)

Singapore		0-23354		98-1773351
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12515-8 Research Blvd, Suite 300, Austin, Texas		78759
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 425-7929

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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, No Par Value		FLEX		The Nasdaq Stock Market LLC

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).
	Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange 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~~Emerging ~~5.07 Submission~~growth ofcompany ~~Matters to a Vote of Security Holders.~~ ¨

OnIf ~~August~~an 6,emerging ~~2025~~growth company, ~~Flex~~indicate ~~Ltd.~~by ~~(the~~check ~~“Company”)~~mark ~~held~~if ~~its~~the ~~2024~~registrant ~~Annual~~has ~~General~~elected ~~Meeting.~~not ~~There~~to ~~were~~use ~~373,703,336~~the ~~Ordinary~~extended ~~Shares~~transition ~~entitled~~period tofor becomplying ~~voted~~with ~~and~~any ~~347,587,735~~new ~~Ordinary~~or ~~Shares~~revised ~~were~~financial ~~voted~~accounting instandards ~~person~~provided orpursuant byto ~~proxy~~Section at13(a) of the ~~Annual~~Exchange ~~General Meeting~~Act. ¨

AtItem ~~the~~3.02 ~~Annual~~Unregistered ~~General~~Sales ~~Meeting:~~of Equity Securities.

On August 15, 2025, Flex Ltd. (1the “Company”) ~~The~~ ~~shareholders~~and reAmazon.com, Inc. (“Parent”) entered into a Transaction Agreement (the “Transaction Agreement”), under which the Company issued to Amazon.com NV Investment Holdings LLC, a wholly-~~elected~~owned subsidiary of Parent (“Warrantholder”) a warrant (the ~~nine~~“Warrant”) to purchase up to an aggregate of 3,859,851 ordinary shares of the Company (9the “Warrant Shares”) ~~nominees~~at ~~for~~an ~~director~~exercise price of $51.29 per share, which is the preceding 30 trading days VWAP.

The Warrant allows for cashless exercise and expires on August 15, 2030 (2the “Expiration Date”) . The ~~shareholders~~Warrant ~~re-appointed~~Shares ~~Deloitte~~are &subject to ~~Touche~~vesting ~~LLP~~based on qualifying payments (as ~~the~~defined ~~Company’s~~in ~~independent~~the ~~auditors~~Warrant) for the ~~2026~~purchase ~~fiscal~~of ~~year~~all products and ~~authorized~~services ~~the~~by ~~Company’s~~or ~~Board~~on behalf of ~~Directors,~~Parent and ~~upon~~its affiliates over the ~~recommendation~~term of the ~~Audit~~Warrant. ~~Committee~~If there are unexercised Warrant Shares as of the ~~Board~~Expiration ofDate, ~~Directors~~and the Company and the Warrantholder maintain a continued commercial relationship, the Company shall negotiate in good faith with the Warrantholder to ~~fix~~agree to ~~their~~issue ~~remuneration~~to the Warrantholder a new two-year warrant as of the Expiration Date that provides the same exercise price and other terms for vested and unexercised Warrant Shares, and that also takes into account the commercial relationship in effect at such time.

~~(3)~~ The exercise ~~shareholders~~price ~~approved~~and the number of Warrant Shares are subject to customary anti-dilution adjustments. Upon the consummation of an acquisition transaction (as defined in the Transaction Agreement), onsubject to a ~~non-binding~~specified condition, ~~advisory~~the ~~basis~~unvested portion of the Warrant will vest in full. So long as the Warrant is unexercised, the ~~compensation~~Warrant does not entitle the Warrantholder to any voting rights or any other shareholder rights. The Transaction Agreement includes customary registration rights, representations and warranties and covenants of the Company and Parent, and certain restrictions on the Warrantholder’s ~~named~~ability ~~executive~~to ~~officers~~transfer the Warrant and the Warrant Shares.

~~(4)~~ The issuance ~~shareholders~~of ~~approved~~the aWarrant ~~general~~and ~~authorization~~the ~~for~~Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities law. The Company’s ~~Board~~believes that the transaction is exempt from registration under Section 4(a)(2) of ~~Directors~~the Securities Act, and customary legends will be affixed to ~~allot~~the Warrant and ~~issue~~the ~~Ordinary~~Warrant Shares.

~~(5)~~ The foregoing ~~shareholders~~summaries ~~approved~~of the ~~renewal~~Warrant ofand the ~~Company’s~~Transaction ~~Share~~Agreement ~~Purchase~~are ~~Mandate~~qualified ~~permitting~~in ~~the~~their ~~Company~~entirety by reference to ~~purchase~~the orcomplete ~~otherwise~~text ~~acquire~~of the upWarrant, which is filed as Exhibit 4.1 to ~~20%~~this ofCurrent ~~its~~Report ~~own~~on ~~issued~~Form 8-K, and ~~outstanding~~the ~~Ordinary~~complete ~~Shares~~text as of the ~~date~~Transaction Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, each of ~~the~~which ~~Annual~~is ~~General~~incorporated ~~Meeting~~herein by reference.

~~The~~Item ~~Company’s~~9.01 ~~Inspector~~Financial ofStatements ~~Elections~~and ~~certified the following vote tabulations from the Annual General Meeting:~~ Exhibits.

Board of Directors:				Broker
Nominee	For	Against	Abstain	Non-Votes
Revathi Advaithi	326,404,609	3,361,277	225,720	17,596,129
John D. Harris II	328,276,601	1,490,222	224,783	17,596,129
Michael E. Hurlston	282,921,812	46,757,690	312,104	17,596,129
Erin L. McSweeney	325,106,257	4,668,569	216,780	17,596,129
Charles K. Stevens, III	327,749,833	2,032,884	208,889	17,596,129
Maryrose Sylvester	327,927,226	1,841,788	222,592	17,596,129
Lay Koon Tan	313,566,394	16,216,492	208,720	17,596,129
Patrick J. Ward	329,143,657	625,705	222,244	17,596,129
William D. Watkins	308,937,657	20,843,840	210,109	17,596,129
				Broker
	For	Against	Abstain	Non-Votes
Re-appointment of Deloitte & Touche LLP as	331,766,561	15,598,712	222,462	—
the Company's independent auditors for the
2026 fiscal year and to authorize the Board of
Directors, upon the recommendation of the
Audit Committee of the Board of Directors, to
fix their remuneration

(d) Exhibits

Exhibit No.

4.1	Warrant to Purchase Ordinary Shares, dated August 15, 2025

10.1	Transaction Agreement, dated as of August 15, 2025 by and between Flex Ltd. and Amazon.com, Inc.*

104	Cover Page Interactive Data File (formatted as Inline XBRL)

*	Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Broker

For

Against

Abstain

Non-Votes

Non-binding, advisory resolution relating to

315,670,840

13,823,808

496,958

17,596,129

the compensation of the Company's named

executive officers

Broker

For

Against

Abstain

Non-Votes

General authorization for the Board of

315,742,808

14,174,995

73,803

17,596,129

Directors to allot and issue Ordinary Shares

Broker

For

Against

Abstain

Non-Votes

Renewal of the Share Purchase Mandate

319,768,192

8,622,440

1,600,974

17,596,129

relating to acquisitions by the Company of

up to 20% of its issued and outstanding

Ordinary Shares as of the date of the Annual

General Meeting

Item 8.01 Other Events.

The Company announced that it has received shareholder approval to purchase up to 20% of the Company’s issued and outstanding Ordinary Shares, and the Company’s Board of Directors has authorized management to continue its share repurchase plan for the Company’s issued Ordinary Shares in an aggregate amount not to exceed $1.7 billion. Share repurchases, if any, will be made in the open market and in compliance with SEC Rule 10b-18. The timing and actual number of shares repurchased will depend on a variety of factors including price, market conditions and applicable legal requirements. The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended or terminated at any time without prior notice.

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.

				FLEX LTD.
		Flex Ltd.
Date: August 7, 2025
Date: August 18, 2025	By:	/s/ Kevin Krumm
			By:	/s/ Kevin Krumm
		Name:	Kevin Krumm
				Name:	Kevin Krumm
		Title:	Chief Financial Officer
				Title:	Chief Financial Officer

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