$FLEX · FLEX LTD.

Flex filed an 8-K disclosing an amendment to Amazon's warrant (3,859,851 shares at $51.29 strike) to accommodate the planned spin-off of its cloud and power infrastructure business into Axiom Solutions International. Under the amendment, Amazon will receive a Spinco warrant exercisable at $0.01 per share in lieu of participating in the pro rata distribution of 88%-94% of Spinco shares to Flex shareholders. The original warrant and Transaction Agreement date to August 15, 2025.

Flex shares closed at $110.88, down 5.42% in the regular session. Extended-hours last trade shows no additional move. The warrant amendment itself is procedural for the spin-off and unlikely to drive independent price action.

The warrant amendment removes a structural obstacle to Flex's high-stakes separation of its cloud infrastructure unit, a transaction that will reshape the company's investment thesis.

The spin-off of Flex's cloud and power infrastructure business into Axiom Solutions mirrors broader EMS industry trends of separating high-growth data-center units to unlock valuation, similar to Jabil's mobility spin-off.

Spin-off may not complete or qualify for tax-free treatment; disruption to customer/supplier relationships; potential litigation or unanticipated costs; management distraction from ongoing operations.