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): February 8, 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 February 8, 2023, Flex Ltd. (the “Company”) announced that its subsidiary, Nextracker Inc. (“Nextracker”), priced its initial public offering of 26,600,000 shares of its Class A common stock (“Common Stock”), at a price of $24.00 per share. The Common Stock is expected to begin trading on the Nasdaq Global Select Market under the ticker symbol “NXT” on February 9, 2023 and the offering is expected to close on February 13, 2023, subject to customary closing conditions. In addition, Nextracker has granted the underwriters a 30-day option to purchase up to an additional 3,990,000 shares of Common Stock at the initial public offering price, less underwriting discounts and commissions. 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 February8, 2023, issued by Flex Ltd.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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: February 8, 2023
	By:	/s/ Paul R. Lundstrom
		Name:<br>Title:	Paul R. Lundstrom<br>Chief Financial Officer

3

Document

EXHIBIT 99.1

PRESS RELEASE

Nextracker Announces Pricing of Upsized Initial Public Offering

SAN JOSE, Calif., February 8, 2023 /PRNewswire/ -- Flex Ltd. (NASDAQ: FLEX) announced today that its subsidiary, Nextracker Inc. (“Nextracker”), priced its upsized initial public offering of 26,600,000 shares of its Class A common stock (“Common Stock”) at an initial public offering price of $24.00 per share. The Common Stock is expected to begin trading on the Nasdaq Global Select Market under the ticker symbol “NXT” on February 9, 2023 and the offering is expected to close on February 13, 2023, subject to customary closing conditions. In addition, Nextracker has granted the underwriters a 30-day option to purchase up to an additional 3,990,000 shares of Common Stock at the initial public offering price, less underwriting discounts and commissions.

J.P. Morgan, BofA Securities, Citigroup, and Barclays are acting as joint lead book-running managers for the offering. Truist Securities, HSBC, BNP PARIBAS, Mizuho, Scotiabank, and KeyBanc Capital Markets are acting as joint book-running managers for the offering. SMBC Nikko, BTIG, UniCredit, Roth Capital Partners, and Craig-Hallum will act as co-managers for the offering. PJT Partners is serving as independent financial advisor to Flex Ltd. in 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 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, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, by email at dg.prospectus_requests@bofa.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146; and 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.

A registration statement relating to these securities has been filed with, and declared effective by, the SEC on February 8, 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 the leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and distributed generation solar power plants around the world. Our products enable solar panels in utility-scale power plants 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