Transaction Resources

Flex (NASDAQ: FLEX) announced its intention to spin off its Cloud and Power Infrastructure segment into a new, independent publicly traded company (“SpinCo”). The transaction is intended to be tax-free to Flex shareholders and is expected to be completed in the first calendar quarter of 2027.

The transaction is expected to be structured as a tax-free spin-off, pursuant to which shares of SpinCo would be distributed pro rata to Flex shareholders. Flex expects to retain an ownership interest in SpinCo not to exceed 19.9%, at the time of spin. Additional details regarding the transaction, including the share distribution ratio and any retained interest, will be described in future filings Flex will make with the U.S. Securities and Exchange Commission (the “SEC”).

Closing is subject to customary conditions, including final approval by the Flex Board of Directors, requisite approval of Flex shareholders, receipt of a tax opinion from counsel, and the filing and effectiveness of the Form 10 registration statement with the SEC. There can be no assurance that the transaction will be completed on the anticipated timeline or at all.

Flex will continue planning the spin and prepare the Form 10 for filing with the SEC. We plan to provide updates at appropriate milestones, including additional detail on capital structure, leadership, and operating model closer to the transaction date.