8-K

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): June 29, 2023

FLEX LTD.

(Exact Name of Registrant as Specified in Its Charter)

Singapore	0-23354	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2 Changi South Lane, Singapore		486123
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (65) 6876-9899

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.		☐

Item 8.01 Other Events.

On June 29, 2023, Flex Ltd. (the “Company”) announced that in connection with its previously announced underwritten offering of its subsidiary, Nextracker Inc. (“Nextracker”) of 14,210,511 shares of its Class A common stock (“Common Stock”) offered by Nextracker and 2,289,489 shares of Common Stock offered by certain stockholders of Nextracker, the underwriters have exercised in full their option to purchase 1,650,000 additional shares of Common Stock from Nextracker and such selling stockholders at the offering price of $36.50 per share, less underwriting discounts and commissions. The net proceeds from the offering to Nextracker, after deducting the underwriting discounts and commissions and including proceeds from the underwriters’ exercise of the overallotment option, are expected to be approximately $552.01 million. The net proceeds from this offering will be used to purchase 15,631,562 Nextracker LLC common units from Yuma, Inc., an indirect wholly-owned subsidiary of the Company, and TPG Rise Flash, L.P., an affiliate of the global alternative asset management firm TPG. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
99.1	Press release, dated June 29, 2023, issued by Flex Ltd.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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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: June 29, 2023
	By:	/s/ Paul R. Lundstrom
		Name: Title:	Paul R. Lundstrom Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

PRESS RELEASE

Nextracker Announces Full Exercise of Underwriters’ Option to Purchase

Additional Shares in Offering of Class A Common Stock

Austin, Texas, June 29, 2023 -- Flex Ltd. (Nasdaq: FLEX) announced today that in connection with its previously announced underwritten offering of its subsidiary, Nextracker Inc. (“Nextracker”) of 14,210,511 shares of Nextracker’s Class A common stock (“Common Stock”) offered by Nextracker and 2,289,489 shares of Common Stock offered by certain stockholders of Nextracker, the underwriters have exercised in full their option to purchase 1,650,000 additional shares of Common Stock from Nextracker and such selling stockholders at the offering price of $36.50 per share, less underwriting discounts and commissions. The offering is expected to close on July 3, 2023, subject to customary closing conditions.

The net proceeds from the offering to Nextracker, after deducting the underwriting discounts and commissions and including proceeds from the underwriters’ exercise of the overallotment option, are expected to be approximately $552.01 million. The net proceeds from this offering will be used to purchase 15,631,562 Nextracker LLC common units from Yuma, Inc., our indirect wholly-owned subsidiary, and TPG Rise Flash, L.P., an affiliate of the global alternative asset management firm TPG. Nextracker will not receive any proceeds from the sale of the shares of the selling stockholders.

J.P. Morgan, BofA Securities, Barclays and Citigroup are acting as joint lead book-running managers for the offering. Truist Securities, HSBC, BNP PARIBAS, Mizuho, KeyBanc Capital Markets and Scotiabank are acting as joint book-running managers for the offering. SMBC Nikko, BTIG, UniCredit Capital Markets, Roth Capital Partners, Craig-Hallum and PJT Partners are acting as co-managers for the offering.

The offering will be made only by means of a prospectus. Copies of the prospectus, when available, may be obtained from: the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov; and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by email at prospectus-eq_fi@jpmchase.com; BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, by email at dg.prospectus_requests@bofa.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847, or by email at barclaysprospectus@broadridge.com; and Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146.

A registration statement relating to these securities has been filed with, and declared effective by, the SEC on June 28, 2023. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Flex

Flex (Reg. No. 199002645H) is the manufacturing partner of choice that helps a diverse customer base design and build products that improve the world. Through the collective strength of a global workforce across 30

countries and responsible, sustainable operations, Flex delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets.

About Nextracker

Nextracker is a leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world. Our products enable solar panels in these projects to follow the sun’s movement across the sky and optimize plant performance.

Flex Contacts

Investors & Analysts

David A. Rubin

Vice President, Investor Relations

David.Rubin@flex.com

Media & Press

Mark Plungy

Director, Corporate Public Relations

Mark.Plungy@flex.com

Nextracker Contacts

Investors & Analysts

Don Quinby

Director, Finance

DQuinby@nextracker.com

Media & Press

Kristan Kirsh

Vice President, Global Marketing

KKirsh@nextracker.com

XML

Cover Document	Jun. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 29, 2023
Entity File Number	0-23354
Entity Registrant Name	FLEX LTD.
Entity Central Index Key	0000866374
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	U0
Entity Address, Address Line One	2 Changi South Lane
Entity Address, City or Town	Singapore
Entity Address, Country	SG
Entity Address, Postal Zip Code	486123
City Area Code	65
Local Phone Number	6876-9899
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, No Par Value
Trading Symbol	FLEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false