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On August 15, 2025, Flex entered into a Transaction Agreement with Amazon.com, Inc. and issued a warrant to Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon.com, Inc.

8-KUnregistered Sales of Equity SecuritiesFiled Period of report Summary published (UTC)

Key points

AI summary
  1. On August 15, 2025, Flex entered into a Transaction Agreement with Amazon.com, Inc. and issued a warrant to Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon.com, Inc.

  2. The company said the warrant allows for the purchase of up to 3,859,851 ordinary shares at $51.29 per share, with the exercise price based on the preceding 30 trading days VWAP. The warrant permits cashless exercise and expires on August 15, 2030.

  3. The company said the warrant shares are subject to vesting based on qualifying payments for purchases of all products and services by or on behalf of Amazon.com, Inc. and its affiliates over the term of the warrant. If unexercised warrant shares remain as of the expiration date and the commercial relationship continues, the company agreed to negotiate in good faith to issue a new 2-year warrant on the same terms.

  4. Flex said that upon consummation of an acquisition transaction, subject to a specified condition, the unvested portion of the warrant will vest in full, and that so long as the warrant is unexercised, it does not entitle the warrantholder to voting rights or other shareholder rights. The company also said it believes the issuance is exempt from registration under Section 4(a)(2) of the Securities Act.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Warrant Issued to Amazon.com NV Investment Holdings LLC

On August 15, 2025, Flex entered into a Transaction Agreement with Amazon.com, Inc. and issued a warrant to Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon.com, Inc.

Source · Based on the filing body and exhibits

Warrant to Purchase 3,859,851 Shares at Exercise Price of $51.29

The company said the warrant allows for the purchase of up to 3,859,851 ordinary shares at $51.29 per share, with the exercise price based on the preceding 30 trading days VWAP. The warrant permits cashless exercise and expires on August 15, 2030.

Source · Based on the filing body and exhibits

Vesting Tied to Amazon Qualifying Payments

The company said the warrant shares are subject to vesting based on qualifying payments for purchases of all products and services by or on behalf of Amazon.com, Inc. and its affiliates over the term of the warrant. If unexercised warrant shares remain as of the expiration date and the commercial relationship continues, the company agreed to negotiate in good faith to issue a new 2-year warrant on the same terms.

Source · Based on the filing body and exhibits

Vesting Upon Acquisition; Registration Exemption

Flex said that upon consummation of an acquisition transaction, subject to a specified condition, the unvested portion of the warrant will vest in full, and that so long as the warrant is unexercised, it does not entitle the warrantholder to voting rights or other shareholder rights. The company also said it believes the issuance is exempt from registration under Section 4(a)(2) of the Securities Act.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.