Flex LTD. 8-K Filing

Ticker: FLEX · Form: 8-K · Filed: Nov 13, 2025 · CIK: 866374

Sentiment: neutral

Filing Stats: 1,623 words · 6 min read · ~5 pages · Grade level 10.7 · Accepted 2025-11-13 16:11:51

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On November 13, 2025, Flex Ltd. (the "Company") completed its sale of $150,000,000 aggregate principal amount of its 5.250% Notes due 2032 (the "Additional 2032 Notes") and $600,000,000 aggregate principal amount of its 5.375% Notes due 2035 (the "2035 Notes" and, together with the Additional 2032 Notes, the "Notes"). The Additional 2032 Notes constitute a further issuance of, and will be consolidated and form a single series with, the $500,000,000 aggregate principal amount of 5.250% Notes due 2032 issued by the Company on August 21, 2024 (the "Existing 2032 Notes" and, together with the Additional 2032 Notes, the "2032 Notes"). The offer and sale of the Notes was registered pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-281573), filed with the Securities and Exchange Commission (the "Commission") on August 15, 2024. A prospectus supplement relating to the offer and sale of the Notes was filed with the Commission on November 12 , 2025. The Additional 2032 Notes were issued under an Indenture, dated as of June 6, 2019 (the "Base Indenture") between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as successor in interest to U.S. Bank National Association, as supplemented by the Sixth Supplemental Indenture, dated as of August 21, 2024 between the Company and the Trustee (the "Sixth Supplemental Indenture"), as further supplemented by the Seventh Supplemental Indenture, dated as of November 13, 2025 between the Company and the Trustee (the "Seventh Supplemental Indenture" and, together with the Base Indenture and the Sixth Supplemental Indenture, the "2032 Reopening Indenture"). The 2035 Notes were issued under the Base Indenture, as supplemented by the Eighth Supplemental Indenture, dated as of November 13, 2025 between the Company and the Trustee (the "Eighth Supplemental Indenture" and, together with the Base Indenture, the "2035 Not

01 Other Events

Item 8.01 Other Events. On November 10, 2025, the Company entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc. and PNC Capital Markets LLC, as representatives of the several underwriters named in Schedule 1 thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon the terms and conditions set forth therein, the Notes. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with the sale of the Notes and for customary contribution provisions in respect of those liabilities. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. 1.1

Underwriting

Underwriting Agreement, dated as of November 10, 2025, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and PNC Capital Markets LLC, as representatives of the underwriters named in Schedule 1 thereto 4.1 Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Commission on June 6, 2019) (SEC File No. 000-23354) 4.2 Sixth Supplemental Indenture, dated as of August 21, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Commission on August 21, 2024) (SEC File No. 000-23354) 4.3 Seventh Supplemental Indenture, dated as of November 13, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as trustee 4.4 Eighth Supplemental Indenture, dated as of November 13, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as trustee 4.5 Form of 5.250% Global Note due 2032 (included in Exhibit 4.3) 4.6 Form of 5.375% Global Note due 2035 (included in Exhibit 4.4) 5.1 Opinion of Allen & Gledhill LLP 5.2 Opinion of Venable LLP 23.1 Consent of Allen & Gledhill LLP (included in Exhibit 5.1) 23.2 Consent of Venable LLP (included in Exhibit 5.2) 104 Cover Page Interactive Data File (formatted as Inline XBRL) 3

SIGNATURES

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. Date: November 13, 2025 By: /s/ Kevin Krumm Name: Kevin Krumm Title: Chief Financial Officer 4

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