FLEX Flex Ltd. - 8-K

Item 1.01

Entry into a Material Definitive Agreement.

On
May 29, 2026 (the “Closing Date”), Flex Ltd. (the “Company”) entered into a Credit Agreement (the “Credit
Agreement”), by and among the Company, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent, which
provides a senior term loan credit facility (the “Credit Facility”) in an aggregate amount of $1.45 billion. The Credit Facility
under the Credit Agreement matures on November 29, 2027 and was fully funded on the Closing Date.

Loans
under the Credit Agreement bear interest, at the Company’s option, at a floating rate, which can be, at the Company’s option,
either (a) the Term SOFR (as defined in the Credit Agreement) plus an applicable margin or (b) the Base Rate (as defined in the Credit
Agreement) plus an applicable margin, in each case, with such margin determined based on the Company’s senior long-term unsecured
debt ratings.

The
Credit Agreement contains various, customary covenants, including, but not limited to, restrictions on the Company and its subsidiaries’
ability to incur indebtedness, grant liens, dispose of material assets, merge or consolidate into other companies, materially change its
business, and make certain accounting changes, in each case, subject to various exceptions. The Credit Agreement requires the maintenance
of (i) a Debt/EBITDA Ratio (as defined in the Credit Agreement) not to exceed 4.00 to 1.00 as of the last day of any fiscal quarter of
the Company and (ii) an Interest Coverage Ratio (as defined in the Credit Agreement) not to be less than 3.00 to 1.00 as of the last day
of any fiscal quarter of the Company.

The
Credit Agreement also includes various, customary events of default. Upon an event of default, commitments under the Credit Agreement
may be terminated, and outstanding borrowings may be accelerated.

Proceeds
from the Credit Agreement are to be used for general corporate purposes including the refinancing of the Existing 364-Day Facility (as
defined in the Credit Agreement), pursuant to which a portion of the proceeds thereof was used to fund the Company’s acquisition
of Electrical Power Products, Inc. (as previously disclosed in the Company’s Current Report on Form 8-K filed on May 4, 2026), and
as otherwise permitted under the Credit Agreement. Pursuant to the Credit Agreement, all amounts due or outstanding under the Existing
364-Day Facility were paid in full, and the Existing 364-Day Facility was terminated upon the effectiveness of the Credit Agreement on
the Closing Date.

The
obligations under the Credit Agreement are not guaranteed by any subsidiary of the Company, though the Company may, at any time after
the Closing Date and upon prior written notice to the administrative agent, cause any of its subsidiaries to become a subsidiary guarantor.

A
copy of the Credit Agreement is attached to this Current Report on Form 8-K as Exhibit 10.01 and is incorporated by reference into this
Item 1.01 as though fully set forth herein. The foregoing summary description of the Credit Agreement is not intended to be complete and
is qualified in its entirety by the complete text of the Credit Agreement.

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Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information
set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

10.01

Credit Agreement, dated as of May 29, 2026 among Flex Ltd., as borrower, the Lenders party thereto, and Citibank, N.A., as administrative agent.

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Cover Page Interactive Data File (formatted as Inline XBRL)

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