Flex (FLEX) Proxy filing summary

Executive summary

• A $3.3 billion senior term loan facility was signed Sept. 29, 2026; it was undrawn at closing and permits one advance during the availability period, with maturity 364 days after funding.

• Facility proceeds, cash on hand and other debt or equity proceeds are intended to fund part of the EPC Power acquisition cash consideration and related fees and expenses.

• The facility’s effectiveness permanently reduced commitments under the existing $4.4 billion 364-day bridge facility dollar for dollar.

Voting matters and shareholder proposals

• A Schedule 14A proxy statement is planned for shareholder approval of proposals related to the proposed Cloud and Power Spin-Off.

Risk oversight and compliance

• Quarterly financial covenants cap the Debt/EBITDA Ratio at 4.50:1.00 and require an Interest Coverage Ratio of at least 3.00:1.00.

• Events of default may result in termination of commitments and acceleration of outstanding borrowings.

• Identified spin-off risks include unmet closing conditions or approvals, failure to obtain expected tax-free treatment, disruption to business relationships, execution costs, management distraction and failure to realize anticipated benefits.