Flex (FLEX) Proxy filing summary

Executive summary

• EPC Power acquisition closed Oct. 14, 2026, for $4.4B cash, subject to customary adjustments; EPC Power became a wholly owned subsidiary within the Cloud and Power Infrastructure segment.

• The acquisition adds power conversion and grid-forming technology for data center and grid applications; EPC Power reports more than 15 GW deployed and technology designed for next-generation 800V data centers.

• The Cloud and Power Infrastructure segment is planned to spin off as Axiom Solutions International in Q1 2027.

Voting matters and shareholder proposals

• A Schedule 14A proxy filed Oct. 5, 2026, was mailed or otherwise disseminated to shareholders seeking approval of spin-off-related proposals.

Shareholder rights and capital structure

• On Oct. 14, $3.3B under a senior term loan facility and $1.1B under a senior bridge facility were borrowed in single advances to fund part of the acquisition consideration and related expenses; both mature Oct. 13, 2027.

• Both facilities bear floating interest at the borrower’s option: Term SOFR plus a rating-based margin or Base Rate plus a rating-based margin.

• The bridge facility requires quarterly Debt/EBITDA no higher than 4.50:1.00 and Interest Coverage of at least 3.00:1.00; subsidiary guarantees are optional.

• Axiom’s proposed $2.0B Series A preferred investment remains subject to closing conditions, including regulatory approvals; net proceeds are expected to help repay transaction borrowings.

• The $3.3B facility must be prepaid when Axiom funds a term loan facility in connection with the planned spin-off.