Flex Ltd. Amends Amazon Warrant Ahead of Planned Infrastructure Spin-Off

Summary of Event

On October 9, 2026, Flex Ltd. entered into an amendment (the "Warrant Amendment") to the existing Warrant to Purchase Ordinary Shares originally dated August 15, 2025, with Amazon.com NV Investment Holdings LLC (the "Warrantholder") and Amazon.com Services LLC (the "Assignee"), wholly-owned subsidiaries of Amazon.com, Inc.

Key Transaction Provisions

1. Underlying Securities: The existing warrant covers up to 3,859,851 ordinary shares of Flex Ltd. at an exercise price of $51.29 per share.
2. Spin-Off Treatment: The amendment updates Section 8(iii) of the warrant to address Flex's planned separation of its cloud and power infrastructure business into an independent, publicly traded company named Axiom Solutions International, Inc. ("Spinco"), distributing 88.0% to 94.0% of Spinco shares to Flex shareholders.
3. Spinco Replacement Warrant: Rather than receiving Spinco common stock directly upon distribution, the Assignee will receive a fully vested warrant to purchase Spinco common stock exercisable at $0.01 per share over a 10-year term. The share count is determined by a formula based on the intrinsic value of the Flex warrant prior to the distribution.
4. Assignment: All rights, title, and obligations under the warrant are transferred from Amazon.com NV Investment Holdings LLC to Amazon.com Services LLC as a permitted transfer.
5. Registration Exemption: The Warrant Amendment is deemed to involve the cancellation of the existing warrant and the unregistered issuance of the amended warrant pursuant to Section 4(a)(2) of the Securities Act of 1933.

Corporate & Market Implications

This filing demonstrates progress toward Flex's planned corporate restructuring and tax-free spin-off of its high-growth cloud and power infrastructure division, ensuring strategic alignment and commercial stability with Amazon as a core partner.