Flex (FLEX) Proxy filing summary

Executive summary

• Entered into a definitive agreement to acquire EPC Power for $4.4 billion, with closing expected in Q4 2026, subject to regulatory approvals and customary conditions.

• EPC Power will join the Cloud and Power Infrastructure segment, which is planned to be spun off as an independent public company in Q1 2027.

• EPC Power specializes in intelligent power conversion for data centers and grid applications, with a focus on next-generation 800V architectures and grid-forming technology.

• The acquisition is expected to enhance growth and EBITDA margin profile, with EPC Power projected to generate $800M revenue in 2026 and 40% organic growth in 2027.

• Financing will be a combination of debt and equity, with committed bridge financing in place and plans to replace it with permanent capital.

Voting matters and shareholder proposals

• Shareholder approval will be sought for the planned spin-off of the Cloud and Power Infrastructure segment via a proxy statement on Schedule 14A.

• A registration statement on Form 10 will be filed for the new public company (SpinCo), and shareholders are urged to review all related SEC filings.

Board of directors and corporate governance

• Information on directors, executive officers, and their share ownership is available in the 2026 annual meeting proxy statement and will be updated in future filings.

• Directors and executive officers may participate in the solicitation of proxies for the spin-off proposal.