Flex (FLEX) 10-K risk factor changes: FY2026 vs FY2025
The 2026-03-31 10-K against the 2025-03-31 one, compared heading by heading and sentence by sentence.
Item 1A193 rewritten249 added247 removed113 unchanged
All filing items1,162 rewritten809 added698 removed1,596 unchanged
Summary
counted, not written
- Item 1A lists 44 risk factor headings: 26 new, 8 reworded and 10 unchanged since FY2025. 23 headings from FY2025 no longer appear.
- Sentence by sentence, 809 added, 698 removed, 1,162 rewritten and 1,596 unchanged across 18 items that differ.
New Item 1A headings (26)
- Customer order cancellations, production changes, and demand variability could adversely affect our business.
- Investments in our Cloud and Power Infrastructure businesses may adversely affect our margins, and demand for these offerings is subject to factors outside our control.
- We may incur significant losses if customer-specific capital equipment becomes impaired or obsolete.
- A breach of our IT or physical security systems, or a cybersecurity incident affecting our operations, products, or third parties upon which we rely, could materially disrupt our business, damage our reputation, and expose us to significant costs and liability.Cybersecurity
- Risks and uncertainties related to the development and use of AI could harm our business, damage our reputation, or give rise to legal or regulatory action.AI
- We must attract, develop and retain key employees, and failure to do so could harm our business.
- The planned spin-off of our Cloud and Power Infrastructure businesses may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that the spin-off, if completed, will achieve the intended financial, strategic, and operational benefits.
- We depend on industries that produce products that are subject to rapid technological change and short product lifecycles, and our business has in the past been, and could in the future be, adversely affected if our customers' products are not successful or if our customers lose market share.
- Changes in our effective tax rate, the adoption of new tax legislation, or exposure to additional tax liabilities has in the past adversely affected, and could in the future adversely affect, our results of operations and financial condition.
- Changes in our credit rating or capital market conditions may limit our access to financing or increase our borrowing costs.
- Failure to effectively manage working capital could adversely affect our cash flow, liquidity, and results of operations.
- Our business could be impacted as a result of actions by activist shareholders, negative publicity, or other reputational harm.
- Our goodwill and identifiable intangible assets could become impaired, which could adversely affect our financial condition and results of operations.
- Changes in accounting standards or management estimates could materially affect our financial results.
- Global economic conditions and geopolitical uncertainty have in the past adversely affected, and could in the future adversely affect, our business, results of operations, financial condition, and access to capital markets.
- Tariffs, trade restrictions, export controls, and changes in trade policy, including heightened trade volatility and uncertainty regarding trade agreements, have in the past adversely affected, and could in the future adversely affect, our business, results of operations, and financial condition.Tariffs
- Litigation, investigations, or enforcement actions could result in significant liabilities, operational restrictions, and reputational harm.
- We are subject to complex and evolving trade policies, export controls, and sanctions, and failure to comply or adapt to changes in these regimes could restrict our business or result in significant penalties.
- Failure to comply with data privacy and cybersecurity laws and regulations could expose us to government enforcement, significant penalties, civil litigation, and reputational harm.Cybersecurity
- Inadequate protection of our intellectual property and exposure to third-party intellectual property claims could adversely affect our business and results of operations.
- Evolving regulations relating to data center development, energy consumption, and utility infrastructure could adversely affect demand for our products and services.
- Our compliance program may not prevent violations of anti-corruption and related laws, which could result in severe penalties, business restrictions, and reputational harm.
- Defects or failures in our products, manufacturing processes, or design and engineering services could expose us to product liability, warranty claims, contractual penalties, and reputational harm.
- Failure to comply with domestic or international employment and related laws and regulations could adversely affect our business and financial performance.
- Evolving sustainability expectations and related disclosure regimes may increase costs, create legal exposure, and adversely impact our operations, talent attraction, and access to capital.
- Climate change regulation could disrupt our operations and supply chain and increase our costs.
Removed Item 1A headings (23)
- Our customers have in the past and may in the future cancel their orders, change production quantities or locations, or delay production, any of which could harm our business; the short-term nature of our customers’ commitments and rapid changes in demand have in the past caused, and may in the future cause, supply chain and other issues which could adversely affect our operating results.
- Our business has in the past been, and may in the future be, adversely affected by delays and increased costs resulting from issues that our common carriers deal with in transporting our materials, our products, or both.
- Our components business is dependent on our ability to quickly launch world-class component products, and our investment in the development of our component capabilities, together with start-up and integration costs, has in the past adversely affected, and may in the future adversely affect, our margins and profitability.
- A breach of our IT or physical security systems, or violation of data privacy laws, may cause us to incur significant legal and financial exposure and adversely affect our operations.
- We depend on our executive officers and other key employees and skilled personnel.
- There are risks associated with the separation of Nextracker, which could negatively impact our business, financial condition and results of operations.
- If the Nextracker spin-off fails to qualify for tax-free treatment, we, our subsidiaries and our former shareholders could incur significant tax liabilities.
- We depend on industries that continually produce technologically advanced products with short product lifecycles and our business would be adversely affected if our customers' products are not successful or if our customers lose market share.
- Our industry is extremely competitive; if we are not able to continue to provide competitive products and services, we may lose business. In addition, our customers may decide to manufacture their products internally, which could harm our business.
- We are subject to the risk of increased income taxes.
- Changes in our credit rating may make it more expensive for us to raise additional capital or to borrow additional funds. We are also exposed to interest rate fluctuations on our borrowings and investments.
- Challenges in managing working capital could significantly impact our cash flow, profit margins, and overall business performance.
- Our goodwill and identifiable intangible assets could become impaired, which could reduce the value of our assets and reduce our net income in the year in which the write-off occurs.
- Changes in financial accounting standards or policies have affected, and in the future may affect, our reported financial condition or results of operations.
- Global economic conditions, including inflationary pressures, currency volatility, stagflation, slower economic growth or recession, high or rising interest rates, trade conflicts, tariffs, geopolitical uncertainty and instability in financial markets have in the past adversely affected, and may in the future adversely affect, our business, results of operations, financial condition, and access to capital markets.
- We are subject to risks relating to litigation and regulatory investigations and proceedings, which may have a material adverse effect on our business.
- Exports and imports of certain of our products are subject to various export control, sanctions, and import regulations and may require authorization from regulatory agencies of the U.S. or other countries.
- The success of certain of our activities depends on our ability to protect our intellectual property rights; claims of infringement or misuse of intellectual property and/or breach of license agreement provisions against our customers or us could harm our business.
- If our compliance policies are breached, we may incur significant legal and financial exposure.
- If our products or components contain defects, demand for our services may decline, our reputation may be damaged, and we may be exposed to product liability and product warranty liability.
- Failure to comply with domestic or international employment and related laws could result in the payment of significant damages, which would reduce our net income.
- Failure to meet sustainability, including environmental, social and governance expectations or standards, or to achieve our sustainability goals, may have an adverse impact on our business, impose additional costs on us, and expose us to additional risks.
- Our business could be impacted as a result of actions by activist shareholders or others.
Reworded Item 1A headings (8)
- A significant percentage of our sales come from a small number of customers and a decline in sales to any of our largest customers has in the past adversely affected, and
[removed: may][added: could] in the future adversely affect, our business. - Supply chain
[removed: disruptions, logistical constraints, manufacturing interruptions or delays, or the failure to accurately forecast customer demand,][added: disruptions and demand forecasting failures] have in the past [added: adversely] affected, and[removed: may][added: could] in the future [added: adversely] affect, our ability to meet customer demand, [added: and] lead to higher costs, or result in excess or obsolete inventory. - Our margins and profitability have in the past been, and
[removed: may][added: could] in the future be, adversely affected due to substantial investments, start-up and production ramp costs in our design and engineering services. - Fluctuations in foreign currency exchange rates could increase our operating
[removed: costs.][added: costs and adversely affect our results of operations.] - Our exposure to financially troubled customers or suppliers has in the past adversely affected, and
[removed: may][added: could] in the future adversely affect, our[removed: financial results.][added: results of operations.] [removed: Climate change, and the legal and regulatory initiatives][added: Risks] related to[removed: climate change,][added: the Nextracker separation] could adversely affect our business, [added: financial condition, and] results of[removed: operations and financial condition.][added: operations.]- We conduct operations in a number of countries and are subject to
[removed: the]risks inherent in[removed: international][added: global] operations. - We may not meet regulatory quality standards applicable to our manufacturing and quality processes for medical devices, which could have an adverse effect on our business, financial
[removed: condition or][added: condition, and] results of operations.
A heading is new when no FY2025 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2026; struck-through words were in FY2025. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
193 rewritten, 249 added, 247 removed, 113 unchanged
The risks and uncertainties described below [added: reflect management’s beliefs as to material risks and] are not the only [removed: ones] [added: risks] we face.
Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that [added: materially] adversely affect our business.
The following is a summary of the principal risks and uncertainties that [added: management believes] could materially adversely affect our business, financial condition, results of operations and prospects.
- Global economic [removed: conditions, including inflationary pressures, currency volatility, stagflation, slower economic growth or recession, high or rising interest rates, trade conflicts, tariffs,] [added: conditions and] geopolitical uncertainty [removed: and instability in financial markets] have in the past adversely affected, and [removed: may] [added: could] in the future adversely affect, our business, results of operations, financial condition, and access to capital markets.
To the extent we are [removed: unsuccessful in passing] [added: unable to recover] tariff costs [removed: to some] [added: from certain] customers, [added: or experience delays in doing so,] our results of operations and cash flows [removed: would] [added: could] be [removed: negatively impacted.][added: adversely affected.]
[removed: - We] [added: We] depend on industries that [removed: continually] produce [removed: technologically advanced] products [removed: with] [added: that are subject to rapid technological change and] short product [removed: lifecycles] [added: lifecycles,] and our business [removed: would be] [added: has in the past been, and could in the future be,] adversely affected if our customers' products are not successful or if our customers lose market [removed: share.][added: share.]
[removed: - A] [added: A] significant percentage of our sales [removed: comes] [added: come] from a small number of customers and a decline in sales to any of our largest customers has in the past adversely affected, and [removed: may] [added: could] in the future adversely affect, our [removed: business.][added: business.]
- Supply chain [removed: disruptions, logistical constraints, manufacturing interruptions or delays, or the failure to accurately forecast customer demand,] [added: disruptions and demand forecasting failures] have in the past [added: adversely] affected, and [removed: may] [added: could] in the future [added: adversely] affect, our ability to meet customer demand, [added: and] lead to higher costs, or result in excess or obsolete inventory.
- We conduct operations in a number of countries and are subject to [removed: the] risks inherent in [removed: international] [added: global] operations.
- Our margins and profitability have in the past been, and [removed: may] [added: could] in the future be, adversely affected due to substantial investments, start-up and production ramp costs in our design and engineering services.
[removed: - There are risks associated with] [added: Risks related to] the [added: Nextracker] separation [removed: of Nextracker, which] could [removed: negatively impact] [added: adversely affect] our business, financial [removed: condition] [added: condition,] and results of [removed: operations.][added: operations.]
- We may not meet regulatory quality standards applicable to our manufacturing and quality processes for medical devices, which could have an adverse effect on our business, financial [removed: condition or] [added: condition, and] results of operations.
- Our exposure to financially troubled customers or suppliers has in the past adversely affected, and [removed: may] [added: could] in the future adversely affect, our [removed: financial results.][added: results of operations.]
- Fluctuations in foreign currency exchange rates could increase our operating [removed: costs.][added: costs and adversely affect our results of operations.]
- Failure to comply with domestic or international employment and related laws [added: and regulations] could [removed: result in the payment of significant damages, which would reduce] [added: adversely affect] our [removed: net income.][added: business and financial performance.]
[removed: - Climate change, and] [added: Any of] the [removed: legal and regulatory initiatives related to climate change,] [added: foregoing] could [added: materially] adversely affect our business, results of [removed: operations] [added: operations, cash flows] and financial condition.
Cancellations, reductions, or delays by a significant customer or by a group of customers have [added: in the past] harmed, and [removed: may] [added: could] in the future harm, our results of operations by reducing the volumes of products we manufacture and deliver for those customers, by causing a delay in the repayment of our expenditures for inventory in preparation for customer orders and/or our possession of excess or obsolete inventory that we may not be able to sell to customers or third parties which may result in an impairment loss for inventory, and by lowering our asset utilization and overhead absorption resulting in lower gross margins and earnings.
As a provider of design and manufacturing services and components for electronics, [added: including power and infrastructure solutions used in data center and other applications,] we must provide increasingly rapid product turnaround times for our customers.
We generally do not obtain firm, long-term purchase commitments from our customers, and we often experience reduced lead times in customer orders which may be less than the lead time we require to procure necessary components and [removed: materials.]
The short-term nature of our customers' commitments and the rapid changes in demand for their products [removed: reduces] [added: reduce] our ability to accurately estimate the future requirements of our customers.
Many of our costs and operating expenses are relatively fixed, and thus customer order fluctuations, deferrals, and transfers of demand from one facility to another, as described above, have had a material adverse effect on our [removed: operating] results [added: of operations] in the past and we may experience such effects in the future.
[removed: A] [added: - A] significant percentage of our sales come from a small number of customers and a decline in sales to any of our largest customers has in the past adversely affected, and [removed: may] [added: could] in the future adversely affect, our [removed: business.][added: business, results of operations, cash flows, and financial condition.]
Our ten largest customers accounted for [removed: approximately 44%, 37%] [added: 45%, 44%] and 37% of net sales in fiscal years [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] respectively.
No customer accounted for more than 10% of net sales in fiscal year [removed: 2025, 2024] [added: 2026, 2025] or [removed: 2023.][added: 2024.]
[removed: These customers] [added: Customers] have in the past experienced, and [removed: may] [added: could] in the future experience, dramatic declines in their market [removed: shares or] [added: shares,] competitive position, [added: or demand for their products and services,] due to economic or other forces, that may cause them to reduce their purchases from us or, in some cases, result in the termination of their relationship with us.
Significant reductions in sales to any of our largest customers, or the loss of major customers, have in the past harmed, and could in the future materially harm, our [removed: business.][added: business, results of operations, cash flows, and financial condition.]
If we are not able to replace expired, canceled or reduced contracts with new business in a timely manner, [added: including due to qualification, ramp‑up or customer approval requirements,] our revenues and profitability [removed: could] [added: would] be harmed.
[removed: If a] [added: Additionally, mergers, acquisitions, consolidations or other] significant [removed: transaction] [added: transactions] involving any of our largest customers [removed: results] [added: resulting] in the loss of or reduction in purchases by any of our largest customers, it could have a material adverse effect on our business, results of operations, [added: cash flows,] financial condition and prospects.
Supply chain [removed: disruptions, logistical constraints, manufacturing interruptions or delays, or the failure to accurately forecast customer demand,] [added: disruptions and demand forecasting failures] have in the past [added: adversely] affected, and [removed: may] [added: could] in the future [added: adversely] affect, our ability to meet customer demand, [added: and] lead to higher costs, or result in excess or obsolete inventory.
In the [removed: past] [added: past,] there have been industry wide conditions, pandemics, natural disasters and global events that have caused material and component shortages.
Most recently, we experienced [removed: shortages] [added: disruptions in the supply] of semiconductor [removed: components] [added: components, including as a result of regulatory actions, export controls, and other government-imposed restrictions affecting certain suppliers,] which [added: adversely] impacted our business, including curtailed production or delays in production, and delays in making scheduled shipments to customers.
Our failure or inability to accurately forecast demand and volatility in the availability [added: and prices] of materials, equipment, components, and services, including rising prices due to inflation or scarcity of availability, have in the past adversely impacted, and [removed: may] [added: could] in the [removed: future,] [added: future] adversely [removed: impact] [added: impact,] our business and results of operations.
Our inability to make scheduled shipments has in the past caused, and [removed: may] [added: could] in the future cause us to experience a reduction in sales, increase in inventory levels and costs, and could adversely affect relationships with existing and prospective customers.
Component shortages have in the past and [removed: may] [added: could] in the future also increase our cost of goods sold because we may be required to pay higher prices for components in short supply and redesign or reconfigure products to accommodate substitute components.
As a result, component shortages have in the past [added: adversely] affected, and [removed: may] [added: could] in the future adversely affect, our [removed: operating results.][added: results of operations.]
Our customers also [removed: may] [added: could] experience component shortages which [removed: may] [added: could] adversely affect customer demand for our products and services.
Our end markets have in the past been, and [removed: may] [added: could] in the future be, [added: adversely] impacted by logistical constraints and increased freight and logistics costs around the world.
Purchasing components early has in the past caused, and [removed: may] [added: could] in the future, cause us to incur additional inventory carrying costs and cause us to experience inventory obsolescence, both of which may not be recoverable from our customers and adversely affect our gross profit margins and results of operations.
Our supply chain has in the past been, and [removed: may] [added: could] in the future be, impacted by [removed: other] events outside our control, including macro-economic events, tariffs and trade restrictions, political crises, social unrest, terrorism, and [added: geopolitical] conflicts (including the [removed: Russian invasion of Ukraine,] [added: conflicts in Ukraine and] the [removed: Israel-Hamas war,] [added: Middle East, including] the [added: conflict in Israel, recent U.S. military operations in Iran, disruptions in the Strait of Hormuz,] attacks on shipping vessels in the Red [removed: Sea] [added: Sea,] and other [removed: geopolitical conflicts),] [added: regional tensions),] public health emergencies, or natural or environmental occurrences in locations where we or our customers and suppliers have manufacturing, research, engineering and other operations.
Problems suffered by any of these common carriers, whether due to geopolitical [removed: issues] [added: issues,] such as [removed: due to the Russian invasion of] [added: conflicts in] Ukraine and [removed: conflict in] the Middle East, disruptions [added: in the Strait of Hormuz and the Red Sea, including] as a result of attacks on shipping [removed: vessels in the Red Sea, a] [added: vessels,] natural [removed: disaster,] [added: disasters,] labor problems, increased energy prices, criminal activity or [removed: some] other [removed: issue,] [added: issues,] have in the past resulted, and [removed: may] [added: could] in the future [removed: result] [added: result,] in shipping delays, increased costs, or other supply chain disruptions, and therefore have in the past had, and [removed: may in the future have, a material adverse effect on our operations.][added: could]
References to past events are provided by way of example only.
- The planned spin-off of our Cloud and Power Infrastructure businesses may not be completed on the terms or timeline currently contemplated, if at all, and involves significant costs and risks.
- Tariffs, trade restrictions, export controls, and changes in trade policy, including heightened trade volatility and uncertainty regarding trade agreements, have in the past adversely affected, and could in the future adversely affect, our business, results of operations, and financial condition.
- Customer order cancellations, production changes, and demand variability could adversely affect our business.
- Investments in our Cloud and Power Infrastructure businesses may adversely affect our margins, and demand for these offerings is subject to factors outside our control.
- We may incur significant losses if customer-specific capital equipment becomes impaired or obsolete.
- We depend on industries that produce products that are subject to rapid technological change and short product lifecycles.
- Our industry is highly competitive, and customers may in-source production or modify sourcing strategies; our Cloud and Power Infrastructure businesses are subject to rapid technological change which requires that we make continuing investments to remain competitive.
- A breach of our IT or physical security systems, or a cybersecurity incident affecting our operations, products, or third parties upon which we rely, could materially disrupt our business, damage our reputation, and expose us to significant costs and liability.
- Risks and uncertainties related to the development and use of artificial intelligence ("AI") could harm our business, damage our reputation, or give rise to legal or regulatory action.
- We must attract, develop and retain key employees, and failure to do so could harm our business.
- Evolving regulations relating to data center development, energy consumption, and utility infrastructure could adversely affect demand for our products and services.
- Changes in our effective tax rate, the adoption of new tax legislation, or exposure to additional tax liabilities has in the past adversely affected, and could in the future adversely affect, our results of operations and financial condition.
- Changes in our credit rating or capital market conditions may limit our access to financing or increase our borrowing costs.
- Failure to effectively manage working capital could adversely affect our cash flow, liquidity, and results of operations.
- The market price of our ordinary shares is volatile.
- Our goodwill and identifiable assets could become impaired.
- Risks related to the Nextracker separation could adversely affect our business.
- We are subject to risks associated with investments.
- Changes in accounting standards or management estimates could materially affect our financial results.
- Litigation, investigations, or enforcement actions could result in significant liabilities, operational restrictions, and reputational harm.
- We are subject to complex and evolving trade policies, export controls and sanctions.
- Failure to comply with data privacy and cybersecurity laws and regulations could expose us to government enforcement, significant penalties, civil litigation, and reputational harm.
- Inadequate protection of our intellectual property and exposure to third-party intellectual property claims could adversely affect our business and results of operations.
- Our compliance program may not prevent violations of anti-corruption and related laws, which could result in severe penalties, business restrictions, and reputational harm.
- Defects or failures in our products, manufacturing processes, or design and engineering services could expose us to product liability, warranty claims, contractual penalties, and reputational harm.
- Evolving sustainability expectations and related disclosure regimes may increase costs, create legal exposure, and adversely impact our operations, talent attraction, and access to capital.
Customer order cancellations, production changes, and demand variability could adversely affect our business.
materials, including higher‑value or longer‑lead‑time components used in certain of our components and data center power offerings.
In addition, certain of our customer contracts contain provisions that permit the customer to terminate the agreement for convenience upon prior written notice, which notice periods may be relatively short.
If a customer exercises such termination rights, we may not be entitled to receive payment for work in process, stranded inventory, or other costs incurred in anticipation of future orders.
We may not have adequate contractual protections, such as termination fees or wind-down payments, to offset the financial impact of an early termination by a significant customer.
Customer concentration is particularly pronounced in our Cloud and Power Infrastructure businesses, where a limited number of hyperscale cloud providers, colocation companies, and large enterprise data center operators represent a substantial portion of demand.
Hyperscale customers typically have substantial purchasing power and negotiating leverage, which they may use to obtain favorable pricing, extended payment terms, volume flexibility, or other concessions that could reduce our margins or adversely affect our cash flows.
As these customers grow larger through consolidation or organic growth, their bargaining power may increase further.
In addition, certain hyperscale customers have developed, or may develop, internal design, engineering, or manufacturing capabilities that compete with our offerings.
These customers may choose to reduce their reliance on third-party providers like us over time, which could result in reduced order volumes, loss of programs, or increased pricing pressure.
Any decision by one or more significant hyperscale customers to vertically integrate, in-source production, or shift purchases to competitors could have a material adverse effect on our business, results of operations, and financial condition.
Investments in our Cloud and Power Infrastructure businesses may adversely affect our margins, and demand for these offerings is subject to factors outside our control.
well as start-up, customer qualification and production ramp-up costs.
[Table of](#i2d5ec1c867a642459a1e59abdcba2269_7) [Contents](#i2d5ec1c867a642459a1e59abdcba2269_7)
- The recently announced U.S. tariffs, together with other countries’ potential retaliatory tariffs and import/export restrictions, may materially increase our product input costs and negatively affect global economic conditions contracting customer demand.
- Our customers have in the past and may in the future cancel their orders, change production quantities or locations, or delay production, any of which could harm our business; the short-term nature of our customers’ commitments and rapid changes in demand have in the past caused, and may in the future cause, supply chain and other issues which could adversely affect our operating results.
- Our business has in the past been, and may in the future be, adversely affected by delays and increased costs resulting from issues that our common carriers deal with in transporting our materials, our products, or both.
- Our industry is extremely competitive; if we are not able to continue to provide competitive products and services, we may lose business.
In addition, our customers may decide to manufacture their products internally, which could harm our business.
- Our components business is dependent on our ability to quickly launch world-class component products, and our investment in the development of our component capabilities, together with start-up and integration costs, has in the past adversely affected, and may in the future adversely affect, our margins and profitability.
- A breach of our IT or physical security systems, or violation of data privacy laws, may cause us to incur significant legal and financial exposure and adversely affect our operations.
- We are subject to risks relating to our dependence on our executive officers and other key employees and skilled personnel.
- We are subject to the risk of increased income taxes.
- We are subject to risks relating to litigation and regulatory investigations and proceedings, which may have a material adverse effect on our business.
- Exports and imports of certain of our products are subject to various export control, sanctions, and import regulations and may require authorization from regulatory agencies of the U.S. or other countries.
- If the Nextracker spin-off fails to qualify for tax-free treatment, we, our subsidiaries and our former shareholders could incur significant tax liabilities.
- The success of certain of our activities depends on our ability to protect our intellectual property rights; claims of infringement or misuse of intellectual property and/or breach of license agreement provisions against our customers or us could harm our business.
- If our compliance policies are breached, we may incur significant legal and financial exposure.
- If our products or components contain defects, demand for our services may decline, our reputation may be damaged, and we may be exposed to product liability and product warranty liability.
- Changes in our credit rating may make it more expensive for us to raise additional capital or to borrow additional funds.
We are also exposed to interest rate fluctuations on our borrowings and investments.
- Challenges in managing working capital could significantly impact our cash flow, profit margins, and overall business performance.
- Failure to meet sustainability, including environmental, social and governance, expectations or standards, or to achieve our sustainability goals, may have an adverse impact on our business, impose additional costs on us, and expose us to additional risks.
Our customers have in the past and may in the future cancel their orders, change production quantities or locations, or delay production, any of which could harm our business; the short-term nature of our customers’ commitments and rapid
changes in demand have in the past caused, and may in the future cause, supply chain and other issues which could adversely affect our operating results.
Additionally, mergers, acquisitions, consolidations or other significant transactions involving our largest customers generally entail risks to our business.
Our business has in the past been, and may in the future be, adversely affected by delays and increased costs resulting from issues that our common carriers deal with in transporting our materials, our products, or both.
Our components business is dependent on our ability to quickly launch world-class component products, and our investment in the development of our component capabilities, together with start-up and integration costs, has in the past adversely affected, and may in the future adversely affect, our margins and profitability.
Our components business, which includes our data center power systems business, is part of our strategy to improve our competitive position and to grow our future margins, profitability and shareholder returns by expanding our capabilities.
As part of our strategy to enhance our end-to-end service offerings, we continue to expand our design and engineering capabilities.
We are required to make
A breach of our IT or physical security systems, or violation of data privacy laws, may cause us to incur significant legal and financial exposure and adversely affect our operations.
treasury activities, and electronic communications.
We believe such attempts are increasing in number and in technical sophistication, including through the use of adversarial artificial intelligence techniques, which, if we are subject to, could have material adverse effects.
In some instances, we, our customers, vendors, or the users of our products and services might be unaware of an incident or its magnitude and effects.
We have implemented and maintain security systems with the intent of protecting the physical security of our facilities and inventory and protecting our information systems including our customers’ and vendors’ information.
We seek to prevent, detect, investigate, contain and mitigate security-related threats and unauthorized attempts and attacks against our information systems, networks, products, and services, and to prevent their recurrence where practicable through changes to our internal processes and tools.
Further, third parties, such as cloud or hosted solution providers, could be a source of risk in the event of a failure of their own systems and infrastructure or could experience their own privacy or security event which could create risks similar to those described above.
We are subject to laws and regulations in the U.S. and in other countries relating to privacy and the collection, use, transfer, storage and security of personal data, including the European Union General Data Protection Regulation ("GDPR"), the UK GDPR, the EU ePrivacy Directive, Singapore’s Personal Data Protection Act, China’s Personal Information Protection Law ("PIPL"), India's Digital Personal Data Protection Act, and other privacy and data security laws throughout the Asia Pacific region and across the globe.
In the U.S., many states including California, Colorado, Connecticut, Minnesota, New Hampshire, Tennessee, Texas, Utah and Virginia have enacted data privacy laws.
The California Consumer Privacy Act ("CCPA") became effective January 1, 2020 and was further amended by the California Privacy Rights Act ("CPRA"), which became effective on January 1, 2023.
The CCPA and CPRA, among other requirements, require covered companies to provide new rights and disclosures to California consumers, and allow such consumers abilities to opt-out of certain sales of personal information and other activities, and creates a new regulatory enforcement body.
These and potential additional regulations and avenues for enforcement could result in, among other things, government inquiries, which could result in significant penalties.
An excerpt. Shown here: 40 of 193 rewritten, 40 of 249 added and 40 of 247 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2026 filing and the FY2025 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
158 rewritten, 130 added, 101 removed, 195 unchanged
We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this report, including those set forth under Item [removed: 1A,"Risk] [added: 1A, "Risk] Factors." Refer to Item [removed: 7.][added: 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, for the results of operations discussion for the fiscal year ended March 31, 2025, compared to the fiscal year ended March 31, 2024, other than as described below with respect to segment results from operations.]
[removed: Our] [added: The Company’s] full suite of specialized capabilities includes design and engineering, supply chain, manufacturing, [removed: post-production] and [removed: post-sale] [added: integrated] services, [added: plus a portfolio of power] and [removed: proprietary] [added: cooling] products.
We partner with customers across a diverse set of industries including data center, [removed: communications, enterprise, consumer, automotive, industrial,] healthcare, [removed: industrial] [added: industrial, automotive, communications,] and [removed: power.][added: lifestyle.]
As of March 31, [removed: 2025,] [added: 2026,] we report our financial performance based on [removed: two] [added: three] operating and reportable segments as [removed: follows:][added: follows]
- [removed: Flex Agility] [added: Integrated Technology] Solutions [removed: ("FAS"),] [added: ("ITS"),] which is comprised of the following end markets:
- [removed: Flex Reliability] [added: Regulated Manufacturing] Solutions [removed: ("FRS"),] [added: ("RMS"),] which is comprised of the following end markets:
◦*Automotive*, [removed: including] compute [removed: platforms,] [added: and] power [removed: electronics, motion,] [added: electronics platforms,] and [removed: interface][added: integrated systems]
[removed: ◦*Health Solutions*, including] [added: ◦*Healthcare*, regulated manufacturing for] medical devices, [removed: medical equipment, and] drug delivery [added: and equipment]
In fiscal year 2025, we formally introduced the next phase in our strategic evolution, [removed: its] [added: our] EMS + Products + Services approach.
This hybrid model is focused on strengthening our core manufacturing and supply chain capabilities while expanding [removed: our portfolio of proprietary products and value-added services to maximize value creation for customers.]
To advance this approach, we completed several strategic acquisitions in fiscal year 2025 that [removed: enhance] [added: enhanced] our differentiated portfolio to address critical data center customer challenges around power, heat and scale.
[removed: On] [added: In] February [removed: 13,] 2023, our former subsidiary, [removed: Nextracker] [added: Nextracker,] completed an initial public offering (the "IPO") of its Class A common stock [removed: and on July 3, 2023 completed] [added: followed by] a follow-on offering [added: in July 2023, after which we continued] to [removed: the IPO.][added: consolidate Nextracker as an operating segment.]
See note 7 "Discontinued [removed: Operations"] [added: Operations & Noncontrolling Interest"] to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further information.
[removed: Refer] [added: For further information, refer] to "Risk Factors - *Supply chain [removed: disruptions, logistical constraints, manufacturing interruptions or delays, or the failure to accurately forecast customer demand,] [added: disruptions and demand forecasting failures] have in the past [added: adversely] affected, and [removed: may] [added: could] in the future [added: adversely] affect, our ability to meet customer demand, [added: and] lead to higher costs, or result in excess or obsolete [removed: inventory"*] [added: inventory."*] and [removed: *"- Global economic conditions, including inflationary pressures, currency volatility, stagflation, slower] [added: *"—Global] economic [removed: growth or recession, high or rising interest rates, trade conflicts, tariffs,] [added: conditions and] geopolitical uncertainty [removed: and instability in financial markets] have in the past adversely affected, and [removed: may] [added: could] in the future adversely affect, our business, results of operations, financial condition, and access to capital markets."*
Russian Invasion of Ukraine and [removed: Israel-Hamas War][added: Middle East Conflicts]
We also are monitoring and responding to the Israel-Hamas [removed: war.][added: conflict and recent U.S. military operations in Iran.]
The U.S. tariffs initially announced in April 2025, which continue to evolve, and other countries' potential retaliatory tariffs and import/export restrictions may materially increase our product input costs and negatively affect global economic [removed: conditions] [added: conditions,] contracting customer demand.
[added: As a contract manufacturer, we expect to recover the cost of tariffs by passing tariff] costs to our customers which would increase net sales, decrease operating income margins, and negatively affect operating cash flow timing as we recover paid tariffs from our customers.
[removed: To] [added: If, in] the [removed: extent] [added: future,] we are [removed: unsuccessful in passing tariff costs] [added: no longer able] to [removed: our customers,] [added: fully pass through these tariffs,] our results [removed: of] [added: from] operations and cash flows would be negatively impacted.
However, despite these efforts, the Company may not be able to fully mitigate the impact of changes in trade [removed: policies or an economic downturn.][added: policies.]
[removed: See Risk] [added: For further information, refer to Item 1A, *"*Risk] Factors - [removed: "*Global economic conditions, including inflationary pressures, currency volatility, stagflation, slower] [added: *Global] economic [removed: growth or recession, high or rising interest rates, trade conflicts, tariffs,] [added: conditions and] geopolitical uncertainty [removed: and instability in financial markets] have in the past adversely affected, and [removed: may] [added: could] in the future adversely affect, our business, results of operations, financial condition, and access to capital markets."*
We are one of the world's largest providers of global supply chain solutions, with revenues from continuing operations of [removed: $25.8] [added: $27.9] billion in the fiscal year ended March 31, [removed: 2025.][added: 2026.]
We design, build, ship, and service products for our customers through a network of [removed: approximately] [added: more than] 100 facilities [removed: in] [added: across] approximately 30 countries [removed: across] [added: on] four continents.
As of March 31, [removed: 2025,] [added: 2026,] our total [added: active] manufacturing capacity was approximately 27 million square feet.
The following tables set forth the relative percentages and dollar amounts of net sales by region and by country, and net property and equipment, by country, based on the location of our manufacturing [removed: sites (amounts may not sum due to rounding):][added: sites:]
| | | | Fiscal Year Ended March 31, | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]
| | | | [added: 2026 | | | | | | | | | | | |] 2025 | | | | | | [added: | | | | | |] 2024 | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]
| | | | (In millions) | | | | | | | | | | | | | | | [removed: | | | | | | | | |]
| Net sales by region: | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]
| Americas | | | $ | [removed: 12,656] [added: 13,820] | | [removed: 49] [added: 50] | | % | [added: | | |] $ | [removed: 12,232] [added: 12,656] | | [removed: 46] [added: 49] | | % | | | | | | | | | | | | |
| Asia | | | [removed: 7,701] [added: 8,401] | | | 30 | | % | [removed: 8,540] | | | [removed: 32] [added: 7,701] | | [added: | 30 | |] % | | | | | | | | | | | | |
| Europe | | | [removed: 5,456] [added: 5,693] | | | [removed: 21] [added: 20] | | % | [removed: 5,643] | | | [removed: 22] [added: 5,456] | | [added: | 21 | |] % | | | | | | | | | | | | |
| | | | $ | [added: 27,914 | | | | | | | | | | | $ |] 25,813 | | | | | [added: | | | | | |] $ | 26,415 | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]
| Net sales by country: | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]
| Mexico | | | $ | [removed: 6,854] [added: 6,994] | | [removed: 27] [added: 25] | | % | [added: | | |] $ | [removed: 6,935] [added: 6,854] | | [removed: 26] [added: 27] | | % | | | | | | | | | | | | |
| China | | | [removed: 4,319] [added: 4,494] | | | [removed: 17] [added: 16] | | % | [removed: 5,117] | | | [removed: 19] [added: 4,319] | | [added: | 17 | |] % | | | | | | | | | | | | |
| U.S. | | | [removed: 4,162] [added: 5,186] | | | [removed: 16] [added: 19] | | % | [removed: 3,598] | | | [removed: 14] [added: 4,162] | | [added: | 16 | |] % | | | | | | | | | | | | |
| Malaysia | | | [removed: 2,379] [added: 2,967] | | | [removed: 9] [added: 11] | | % | [removed: 2,122] | | | [removed: 8] [added: 2,379] | | [added: | 9 | |] % | | | | | | | | | | | | |
| Brazil | | | [removed: 1,552] [added: 1,558] | | | 6 | | % | [removed: 1,529] | | | [added: 1,552 | | |] 6 | | % | | | | | | | | | | | | |
| Hungary | | | [removed: 1,316] [added: 1,327] | | | 5 | | % | [removed: 1,368] | | | [added: 1,316 | | |] 5 | | % | | | | | | | | | | | | |
Over time, we have built differentiated scale and expertise across both technology-driven and regulated markets, enabling us to support customers with increasingly complex product, infrastructure, and compliance requirements.
In the fourth quarter of fiscal year 2026, the Company changed how it reports its operating results to its Chief Operating Decision Maker (“CODM”), principally reflecting the growth of Flex’s data center‑related businesses.
As a result, the Company reorganized its operating structure and established a new operating and reportable segment, Cloud and Power Infrastructure (“CPI”) and updated its former segments from Flex Agility Solutions and Flex Reliability Solutions to Integrated Technology Solutions (“ITS”) and Regulated Manufacturing Solutions (“RMS”).
Certain prior‑period segment information has been recast to conform to the current presentation.
The determination of the separate operating and reportable segments is based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics.
Refer to note 1 "Organization of the Company" to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further details on the segment change that took place in the fourth quarter of fiscal year 2026.
◦*Communications*, high speed networking, enterprise, and satellite communications systems
◦*Lifestyle*, premium products across commercial, home and personal product categories
◦*Industrial*, mission-critical automation, energy, and industrial infrastructure
- Cloud and Power Infrastructure ("CPI"), which is comprised of the following end markets:
◦*Cloud and Cooling*, integrated compute systems supporting power‑dense digital infrastructure deployments, and advanced liquid cooling solutions supporting higher-density, power-intensive rack architectures
◦*Power*, utility and facility‑level electrical infrastructure enabling reliable, scalable power delivery and high-density rack- and board-level power systems supporting power-intensive compute workloads
our portfolio of proprietary products and value-added services to maximize value creation for customers.
We continued with the acquisition of a power facility in Poland in fiscal year 2026 and the acquisition of Electrical Power Products in May 2026.
Cloud and Power Infrastructure (CPI) Segment Spin-off
On May 5, 2026, we announced our intention to separate our CPI segment from Flex and into an independent, publicly traded company (“SpinCo”).
The separation of CPI into SpinCo will create a separate publicly traded company focused on data center power, digital infrastructure and power, thermal and compute integration.
The spin-off of CPI from Flex is expected to be completed in the first quarter of calendar 2027 and is subject to certain customary conditions, including, among others, the approval of Flex’s Board of Directors, shareholders, and the High Court of the Republic of Singapore and the SEC declaring SpinCo’s Form 10 registration statement effective.
Subsequent to the spin-off of CPI from Flex, Flex will continue as an advanced manufacturing and supply chain solutions business consisting of our ITS and RMS segments.
There can be no assurance that any spin-off transaction will ultimately occur or, if one does occur, of its terms or timing.
See Item 1A, "Risk Factors - *Planned Spin-off Risks—The planned spin-off of our Cloud and Power Infrastructure businesses may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that the spin-off, if completed, will achieve the intended financial, strategic, and operational benefits."*.
In January 2024, we completed the Nextracker spin-off and Nextracker became a fully independent public company and we no longer consolidate Nextracker in our financial results.
Nextracker’s historical results are presented as discontinued operations.
During the fiscal year ended March 31, 2026, we recognized $51 million in asset impairments, inventory write-downs and other charges as a result of a missile strike on our Mukachevo, Ukraine facility in Western Ukraine on August 21, 2025.
The missile strike represents an unusual and infrequent event as hostilities related to the Russian invasion of Ukraine have been primarily focused in Eastern Ukraine.
The missile strike caused substantial physical damage and disrupted normal operations at the facility.
In response, we activated contingency manufacturing plans and transitioned production to alternative facilities.
As restoration activities progress in Mukachevo, we expect to incur additional immaterial near-term inefficiencies.
The total $51 million expense is included in restructuring and impairment charges in the consolidated statements of operations.
During the fiscal year ended March 31, 2026, tariff costs paid and recoveries from our customers impacted our revenues and costs of goods by approximately one percent and had a negligible impact on our profitability.
On February 20, 2026, the U.S. Supreme Court struck down tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") and on April 20, 2026 the U.S. government opened a system to facilitate refunds for IEEPA tariffs paid.
We are considering our options with respect to claims for refunds on tariffs paid and do not expect that any refunds received would have a material effect on Flex's financial position or performance.
For further information, refer to Item 1A, "Risk Factors - *Tariffs, trade restrictions, export controls, and changes in trade policy, including heightened trade volatility and uncertainty regarding trade agreements, have in the past adversely affected, and could in the future adversely affect, our business, results of operations, and financial condition."*
| | | | 2026 | | | | | | | | | 2025 | | | | | | | | | | | | | | | | | |
| | | | $ | 27,914 | | | | | | | | $ | 25,813 | | | | | | | | | | | | | | | | |
| | | | $ | 27,914 | | | | | | | | $ | 25,813 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2026 | | | | | | | | | 2025 | | | | | |
| | | | $ | 2,505 | | | | | | | | $ | 2,330 | | | | |
"Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, for the results of operations discussion for the fiscal year ended March 31, 2024, compared to the fiscal year ended March 31, 2023.
◦*Communications, Enterprise and Cloud ("CEC")*, including data center, edge, and communications infrastructure
◦*Lifestyle*, including appliances, floorcare, smart living, HVAC, and power tools
◦*Consumer Devices*, including mobile and high velocity consumer devices.
◦*Industrial*, including industrial devices, capital equipment, renewables, critical power, and embedded power.
[Table of](#i2d5ec1c867a642459a1e59abdcba2269_7) [Contents](#i2d5ec1c867a642459a1e59abdcba2269_7)
Prior to the IPO, we maintained an 82.6% indirect ownership in Nextracker and consolidated Nextracker.
Subsequent to the IPO and follow-on offering, we retained a 51.5% indirect ownership in Nextracker and continued to consolidate Nextracker and report Nextracker as an operating segment.
On January 2, 2024, we completed the previously announced Nextracker spin-off to Flex shareholders on a pro-rata basis based on the number ordinary shares of Flex held by each shareholder of Flex (the "Distribution") as of December 29, 2023, which was the record date of the Distribution, pursuant to the Agreement and Plan of Merger, dated as of February 7, 2023.
Under the terms of the spin-off, Flex shareholders received approximately 0.17 shares of Nextracker Class A common stock for each Flex ordinary share held as of the record date of the Distribution.
Flex shareholders received cash in lieu of any fractional shares.
As a result of the completion of the spin-off, Nextracker became a fully independent public company, we no longer directly or indirectly hold any shares of Nextracker common stock or any securities convertible into or exchangeable for shares of Nextracker common stock and subsequent to the third quarter ended December 31, 2023 we no longer consolidate Nextracker into our financial results.
Flex ordinary shares continue to trade on Nasdaq under the ticker symbol "FLEX" and shares of Nextracker Class A common stock continue to trade on Nasdaq under the ticker symbol "NXT".
The historical financial results and financial position of Nextracker are presented as discontinued operations in the consolidated statements of operations for all periods (through the date of the Nextracker spin-off) presented.
The historical statements of comprehensive income and cash flows and the balances related to stockholders’ equity have not been revised to reflect the effect of the spin-off.
As a contract manufacturer, we expect to recover the cost of tariffs by passing tariff
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | $ | 2,330 | | | | | $ | 2,269 | | | | |
In addition, our CEC business benefited from an approximate $1 billion increase in customer buy-sell activity, which increases gross profit, but is accounted for as a reduction of the transaction price, and therefore, excluded from net sales.
In customer buy-sell activities, the Company procures components from a customer to use in manufacturing and/or to provide services such as assembly, transformation, and integration.
Later, it sells the finished product back to that customer or its end customers.
The results of the FAS segment also reflected a 15% increase in our Consumer Devices business from stronger demand, offset by a 4% decrease in our Lifestyle business due to softer demand.
Our net income from continuing operations totaled $0.8 billion, representing a decrease of $34 million, or 4%, compared to fiscal year 2024, due to the factors explained above net of a $0.2 billion provision for income taxes in fiscal 2025 versus a $0.2 billion income tax benefit in fiscal 2024 primarily attributed to the release of a U.S. deferred tax asset valuation allowance occurring during fiscal year 2024, and not reoccurring in fiscal year 2025.
Cash used in financing activities decreased by approximately $0.8 billion to a cash outflow of $0.8 billion for fiscal year 2025, primarily driven by an approximately $0.5 billion increase in cash received from bank borrowings and long-term debt, along with a $0.4 billion decrease in repayments of bank borrowings and long-term debt in fiscal year 2025 compared to fiscal year 2024.
over the period that are contractually required to be paid to the customers, rebates, refunds tied to performance metrics such as on-time delivery, and other periodic pricing resets that may be refundable to customers.
rates, cost of capital, tax rates, market EBITDA comparables and credit ratings.
| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | | | |
| Net income from continuing operations | | | 3.2 | | | | | | 3.3 | | | | | | | | | | | | | | |
| Net income from discontinued operations, net of tax | | | — | | | | | | 1.4 | | | | | | | | | | | | | | |
| Net income attributable to noncontrolling interest and redeemable noncontrolling interest | | | — | | | | | | 0.9 | | | | | | | | | | | | | | |
| Net income attributable to Flex Ltd. | | | 3.2 | | % | | | | 3.8 | | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Flex Agility Solutions | | | $ | 14,074 | | | | | 55 | | % | | | | $ | 13,923 | | | | | 53 | | % | | | | | | | | | | | | | | | | | | | | | | | | |
| Flex Reliability Solutions | | | 11,739 | | | | | | 45 | | % | | | | 12,492 | | | | | | 47 | | % | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | $ | 25,813 | | | | | | | | | | | $ | 26,415 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
An excerpt. Shown here: 40 of 158 rewritten, 40 of 130 added and 40 of 101 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2026 filing and the FY2025 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
5 rewritten, 0 added, 1 removed, 19 unchanged
As of March 31, [removed: 2025,] [added: 2026,] the outstanding amount in the highly liquid investment portfolio was [removed: $1.5] [added: $1.6] billion, the largest components of which were U.S. dollar, Indian rupee, Brazilian real and Hong Kong dollar denominated money market accounts with an average return of [removed: 4.5%.][added: 3.1%.]
As of March 31, [removed: 2025,] [added: 2026,] the approximate average fair value of our debt outstanding under our Notes due [removed: June 2025, February 2026,] January 2028, June 2029, May [removed: 2030 and] [added: 2030,] January [removed: 2032] [added: 2032, and November 2035] was 99.8% of the face value of the debt obligations based on broker trading prices in active markets.
The aggregate notional amount of outstanding contracts as of March 31, [removed: 2025] [added: 2026] amounted to [removed: $7.9] [added: $7.5] billion and the recorded fair values of the associated assets and liabilities were not material to the Company's consolidated financial position.
They will settle primarily in the [removed: Brazilian real, Hong Kong dollar, China] [added: Chinese] renminbi, Euro, [added: British pound,] Malaysian ringgit, Mexican peso, [added: Polish zloty, Hungarian Forint] and U.S. dollar.
Based on our overall currency rate exposures as of March 31, [removed: 2025,] [added: 2026,] including the derivative financial instruments intended to hedge the nonfunctional currency-denominated monetary [removed: assets, liabilities and cash flows,] [added: assets] and [removed: other factors,] [added: liabilities,] a [removed: 10%] [added: significant] appreciation or depreciation of the U.S. dollar from its cross-functional rates would not be expected, in the aggregate, to have a material effect on our financial [removed: position, results of operations and cash flows] [added: position or performance] in the near-term.
[Table of](#i2d5ec1c867a642459a1e59abdcba2269_7) [Contents](#i2d5ec1c867a642459a1e59abdcba2269_7)
Item 1. BUSINESS
61 rewritten, 71 added, 81 removed, 119 unchanged
Flex is the advanced, end-to-end manufacturing partner of choice that helps a diverse customer base design, build, deliver and manage [removed: innovative] products that improve the world.
Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, [removed: Flex delivers] [added: we deliver] technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets.
The [removed: Company's] [added: Company’s] full suite of specialized capabilities includes design and engineering, supply chain, manufacturing, [removed: post-production] and [removed: post-sale] [added: integrated] services, [added: plus a portfolio of power] and [removed: proprietary] [added: cooling] products.
[removed: Flex partners] [added: We partner] with customers across a diverse set of industries including data center, [removed: communications, enterprise, consumer, automotive, industrial,] healthcare, [removed: industrial] [added: industrial, automotive, communications,] and [removed: power.][added: lifestyle.]
- [removed: Flex Agility] [added: Integrated Technology] Solutions [removed: ("FAS"),] [added: ("ITS"),] which is comprised of the following end markets:
- [removed: Flex Reliability] [added: Regulated Manufacturing] Solutions [removed: ("FRS"),] [added: ("RMS"),] which is comprised of the following end markets:
◦*Automotive*, [removed: including] compute [removed: platforms,] [added: and] power [removed: electronics, motion,] [added: electronics platforms,] and [removed: interface][added: integrated systems]
[removed: ◦*Health Solutions*, including] [added: ◦*Healthcare*, regulated manufacturing for] medical devices, [removed: medical equipment, and] drug delivery [added: and equipment]
On January 2, 2024, the Company completed its previously announced spin-off of its remaining interests in Nextracker Inc. ("Nextracker") to Flex shareholders on a pro-rata basis based on the number [added: of] ordinary shares of Flex held by each [added: shareholder of Flex (the "Distribution") as of December 29, 2023, which was the record date of the Distribution, pursuant to the Agreement and Plan of Merger, dated as of February 7, 2023.]
See note 7 "Discontinued [removed: Operations"] [added: Operations & Noncontrolling Interest"] to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further information.
In fiscal year [removed: 2025,] [added: 2026,] our ten largest customers accounted for [removed: approximately 44%] [added: 45%] of net sales.
No customer accounted for greater than 10% of the Company's net sales in fiscal year [removed: 2025.][added: 2026.]
We [removed: are] actively [removed: investing] [added: invest] in areas that strengthen our competitive positioning, whether through advanced product lifecycle capabilities, cutting-edge manufacturing and product technologies, or innovative processes and business methods.
We [removed: are consistently advancing] [added: continue to advance] our expertise in factory automation, robotics, artificial intelligence, vertical integration, simulation, digital twins, and [removed: power, among other disruptive] [added: power] technologies, [removed: while reinforcing our positioning in] [added: reflecting] the [removed: AI-centric data center ecosystem.][added: increasing demands of both advanced manufacturing and digital infrastructure customers.]
We are highly collaborative and leverage our global system and processes to [removed: operate with speed and responsiveness to] provide [removed: customers] reliable and responsible solutions throughout the product lifecycle.
We focus on companies that are leaders in their industry and value our superior capabilities in design and engineering, supply chain, manufacturing, [removed: post-production] and [removed: post-sale] [added: integrated] services.
In addition to our end-to-end services and power [added: and cooling] products for the data center, examples include investments in specific technologies and capabilities for automotive, healthcare, industrial, [added: communications,] and consumer-related markets.
[added: Our market-focused approach to managing our business increases] customers' competitiveness by leveraging our deep vertical and cross-industry expertise, as well as global scale, regional presence, and agility to respond to changes in market dynamics.
We continue to invest in maintaining a leadership position in our world-class manufacturing services and [removed: capabilities including automation, simulation tools, digitizing our factories, and implementing leading edge advanced manufacturing methodologies.][added: capabilities.]
We leverage our broad set of capabilities globally to [removed: provide a competitive advantage by minimizing] [added: minimize] logistics costs, manufacturing costs, and cycle times while increasing flexibility, responsiveness, and supply chain resiliency.
Flex provides design and engineering, supply chain, manufacturing, [removed: post-production] [added: value-added fulfillment] and [removed: post-sale] [added: forward logistics, and aftermarket] services through a network of [removed: approximately] [added: more than] 100 locations [removed: in] [added: across] approximately 30 countries [removed: across] [added: on] four continents.
[removed: Across all of the key industries and markets in which Flex does business, we] [added: We] offer industry-leading global design and engineering services, with extensive product design and engineering resources that provide [removed: design services,] [added: design,] product development, [added: and] systems integration [removed: services, and solutions] to satisfy a wide array of customer requirements, including:
- System [removed: architecture;][added: architecture]
- [removed: Software integration;] [added: Hardware] and [added: software integration]
- Design for [removed: excellence.][added: manufacturability]
[removed: Flex provides] [added: We provide] differentiated offerings to support major technology transitions [removed: such] as [removed: compute and power, as] well as specialized capabilities across the product lifecycle, such as mechanicals, plastics, and advanced printed circuit board assembly ("PCBA").
[removed: The Company’s] [added: Our] design and engineering services help customers de-risk technology adoption, develop products from concept to volume [removed: production] [added: production,] and go to market in a rapid, [removed: cost effective] [added: cost-effective] and low risk manner.
[removed: *Supply Chain Services.* We offer one of the most] [added: Our highly] trusted and resilient global supply chain services [removed: through a combination of] [added: offer] digital supply chain capabilities, deep expertise, real time visibility and analytics, and collaborative supplier relationships to help customers navigate complex, global supply chains.
[added: Through our component services, we provide manufacturing,] customization, procurement, global logistics services and innovative supply chain solutions on a wide range of electronic [removed: components by utilizing the Flex global procurement and supply chain ecosystem to increase resiliency.][added: components.]
Our investment in advanced manufacturing equipment and our expertise in innovative miniaturization, packaging and interconnective technologies enable us to offer [removed: a variety of] leading-edge manufacturing [removed: solutions.][added: solutions for a wide range of product demand profiles, from low-volume, high-complexity programs, to high-volume production.]
The contract manufacturing services market is [removed: extremely] competitive.
Flex competes against numerous domestic and foreign manufacturing service providers, as well as current and prospective [removed: customers, who evaluate our capabilities in light of their own capabilities and cost structures.][added: customers.]
We [removed: continuously] [added: continually] enhance our business through the development and expansion of our product and service offerings.
[added: *Global Scale and Regional Strength.*] We believe our global scale and regional capabilities are a significant competitive [removed: advantage, as customers increasingly require a broad range of product lifecycle services globally.][added: advantage.]
Our global expertise, footprint and diverse supply chain network provide customers with the ability to [removed: quickly] adjust to changing regional, trade and manufacturing [removed: dynamics, including as a result of recent changes in tariffs and retaliatory tariffs.][added: dynamics.]
Flex's physical infrastructure includes [removed: approximately] [added: more than] 100 facilities [removed: in] [added: across] approximately 30 countries, staffed by approximately [removed: 148,000] [added: 150,000] employees, providing customers with truly global scale and strategic geographic distribution capabilities to meet their market needs.
We have a very balanced global manufacturing footprint with [removed: 43%] [added: 44%] of net sales in North America, [removed: 17%] [added: 16%] in China, [removed: 21%] [added: 20%] in Europe, [removed: the Middle East] and [removed: Africa ("EMEA"), and 19%] [added: 20%] in other areas in our fiscal year ended March 31, [removed: 2025] [added: 2026] (with net sales attributable to the country in which the product is manufactured, or service is provided).
We believe our long-term relationships with key customers are the result of our track record of meeting commitments and delivering [removed: value that increases customers' competitiveness.][added: value.]
We serve a wide range of customers across [removed: six] [added: seven] reporting units within the [removed: FAS] [added: ITS, RMS] and [removed: FRS] [added: CPI] segments.
No customer accounts for more than 10% of our annual revenue and the ten largest accounted for [removed: 44%] [added: 45%] of our net sales in fiscal year [removed: 2025.][added: 2026.]
Over time, we have built differentiated scale and expertise across both technology-driven and regulated markets, enabling us to support customers with increasingly complex product, infrastructure, and compliance requirements.
Reflecting the evolution of our portfolio and operating model, as of March 31, 2026, Flex's three operating and reportable segments were as follows, to serve distinct customer needs and end markets:
◦*Communications*, high speed networking, enterprise, and satellite communications systems
◦*Lifestyle*, premium products across commercial, home and personal product categories
◦*Industrial*, mission-critical automation, energy, and industrial infrastructure
- Cloud and Power Infrastructure ("CPI"), which is comprised of the following end markets:
◦*Cloud and Cooling*, integrated compute systems supporting power‑dense digital infrastructure deployments, and advanced liquid cooling solutions supporting higher-density, power-intensive rack architectures
◦*Power*, utility and facility‑level electrical infrastructure enabling reliable, scalable power delivery and high-density rack- and board-level power systems supporting power-intensive compute workloads
Our ITS segment serves customers building technology-driven, intelligent products that require fast innovation cycles, while our RMS segment focuses on regulated, safety-critical markets requiring a high level of precision, compliance, and reliability.
Together, ITS and RMS represent Flex’s core design and engineering, advanced manufacturing and supply chain
solutions business, combining product‑centric innovation, regulated manufacturing expertise, and global execution at scale.
These segments leverage a shared operating model, established manufacturing and supply chain infrastructure, and disciplined processes to serve customers across diversified end markets with varying complexity, regulatory requirements, and product lifecycles.
Our new CPI segment is focused on delivering integrated compute systems, power, and cooling technologies that support large-scale cloud, data center, and AI-enabled infrastructure deployments.
CPI programs are characterized by systems-level integration, high power density requirements, proprietary engineering and complex global manufacturing and supply chain execution, including capabilities that extend across rack‑level systems through facility and utility-level electrical infrastructure.
On May 5, 2026, following a comprehensive strategic and operational review by our Board of Directors and management team, we announced our intention to separate the Company into two independent, publicly traded companies: one comprising our CPI segment and the other comprising our advanced manufacturing and supply chain solutions business consisting of our ITS and RMS segments.
The transaction is intended to qualify as a tax-free transaction for U.S. federal income tax purposes for the Company’s shareholders.
The spin-off is targeted for completion in the first quarter of calendar 2027, subject to certain customary conditions, including, among others, final approval by our Board of Directors, shareholders, and the High Court of the Republic of Singapore and compliance with applicable SEC requirements.
There can be no assurance that any spin-off transaction will ultimately occur or, if one does occur, of its terms or timing.
See Item 1A, "Risk Factors - *Planned Spin-off Risks—The planned spin-off of our Cloud and Power Infrastructure businesses may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that the spin-off, if completed, will achieve the intended financial, strategic, and operational benefits."*
Technology transitions, geopolitical uncertainty, tariffs, labor constraints, and sustainability expectations are increasing supply chain and manufacturing complexity.
As customers seek resiliency, speed, and compliance, they are increasingly relying on scaled outsourcing partners with integrated manufacturing, supply chain, and technology capabilities.
We believe we are well positioned to address these needs.
Flex’s strategy is centered upon enhancing our core manufacturing, supply chain, and lifecycle capabilities, including proprietary products and enabling technologies, while actively managing our portfolio to align our businesses with distinct customer requirements, operating models, and end markets.
These include targeted investments in power, cooling, and systems-level capabilities to support critical digital infrastructure customers whose requirements differ from traditional manufacturing programs.
At the same time, we continue to invest in and strengthen our advanced manufacturing and supply chain platform, built around the complementary capabilities of our ITS and RMS segments, to support customers requiring speed, flexibility, and compliance at global scale.
Across these markets, customers rely on Flex to support a wide range of product and system requirements, from product-centric manufacturing programs to more complex, infrastructure-scale deployments that require integrated engineering, global manufacturing scale, and resilient supply chains.
Our ITS and RMS segments serve a broad and diversified customer base across technology‑driven and regulated markets, supporting products spanning consumer, communications, automotive, healthcare, and industrial applications.
These businesses are designed to accommodate varying product lifecycles, regional requirements, and regulatory standards, while leveraging a common global manufacturing and supply chain platform.
The combination of diversified end markets, long‑standing customer relationships and global scale underpins the resilience and performance of Flex’s advanced manufacturing and supply chain solutions offerings.
Our CPI segment supports the scalable and reliable deployment of mission‑critical digital infrastructure, combining end‑to‑end power, thermal, and integrated infrastructure technologies with global engineering, manufacturing, and lifecycle services.
CPI delivers coordinated, system‑level solutions for high‑density data center and cloud deployments, helping customers move faster, improve reliability, and manage increasing power and thermal complexity through an integrated, globally scaled operating model.
These capabilities extend to utility and facility‑level electrical infrastructure, enabling reliable, scalable power delivery for increasingly power‑intensive digital infrastructure environments.
We focus on hiring and retaining the world’s best talent and are committed to reskilling and upskilling employees to co-work with advanced technologies.
Our deep market experience allows us to anticipate trends and respond to complex dynamics, helping customers sharpen their market positioning.
We do this by optimizing product plans and roadmaps to deliver high-quality products efficiently, cost-effectively, and on schedule across global markets.
We are exposed to certain risks and potential liabilities related to the services we provide.
See Item 1A, "Risk Factors" for a discussion of risks that could adversely affect our business.
*Supply Chain Services*.
*Value-added fulfillment and forward logistics*.
We provide extensive value-added fulfillment and logistics capabilities to reduce lead times while serving the needs of enterprise, retail, direct-to-consumer, and marketplace channels globally.
As of March 31, 2025, Flex's two operating and reportable segments were as follows:
◦*Communications, Enterprise and Cloud ("CEC")*, including data center, edge, and communications infrastructure
◦*Lifestyle*, including appliances, floorcare, smart living, Heating, Ventilation and Air-Conditioning ("HVAC"), and power tools
◦*Consumer Devices*, including mobile and high velocity consumer devices.
◦*Industrial*, including industrial devices, capital equipment, renewables, critical power, and embedded power.
In fiscal year 2025, Flex formally introduced the next phase in its strategic evolution, its EMS + Products + Services approach.
This hybrid model is focused on strengthening the Company’s core manufacturing and supply chain capabilities while expanding its portfolio of proprietary products and value-added services to maximize value creation for customers.
To advance this approach, the Company completed several strategic acquisitions in fiscal year 2025 that enhance its differentiated portfolio to address critical data center customer challenges around power, heat and scale.
These included the acquisitions of JetCool Technologies Inc. ("JetCool") to expand direct-to-chip liquid cooling capabilities and Crown Technical Systems ("Crown") to increase critical power capabilities while adding opportunities in grid modernization.
[Table of](#i2d5ec1c867a642459a1e59abdcba2269_7) [Contents](#i2d5ec1c867a642459a1e59abdcba2269_7)
shareholder of Flex (the "Distribution") as of December 29, 2023, which was the record date of the Distribution, pursuant to the Agreement and Plan of Merger, dated as of February 7, 2023.
The FAS segment is optimized for speed to market, based on a highly flexible supply and manufacturing system.
The FRS segment is optimized for longer product lifecycles requiring complex ramps with specialized production models and critical environments.
Our customers include many of the world's leading data center, consumer products, healthcare, automotive, consumer products and industrial companies.
We are focused on establishing long-term relationships with our customers and have been successful in expanding relationships to incorporate additional product lines and services.
Flex believes that long-term technology transitions and supply chain challenges are increasing complexity across the value chain, fueling demand for outsourcing partners with specialized services.
In the data center sector, the rise of AI is pushing hyperscalers toward integrated solutions and comprehensive support from fewer suppliers.
With our EMS + Products + Services approach, Flex has positioned the Company as the only outsourcing partner offering fully integrated racks, vertical services, and a complete power products portfolio from the grid to the chip.
Additionally, Flex is continuously building toward a vision of the future of manufacturing through strategic investments and implementations that drive increasing optimization and productivity for us and our customers.
Additionally, rising global uncertainty over the past few years including trade and tariff issues, increasing geopolitical unrest, and severe labor shortages are creating further complexity.
The recent tariffs imposed by the current U.S. administration and retaliatory tariffs imposed by other countries are accelerating these trends.
As a result, companies are rethinking their entire production strategies.
We are seeing a global rebalancing in sourcing and production locations to maximize resiliency and decrease time to market.
With sustainability as a continued area of focus, businesses are being held to a much higher standard for how and where their products are sourced and produced, and, increasingly, how they are serviced and disposed.
These complexities are making it harder for companies to manage their own supply chains, manufacturing operations and products.
They are looking for trusted partners to help them navigate this complex environment.
We believe that only a few outsourcing providers have the right capabilities and scale to meet these challenges effectively and profitably.
Flex is one of these partners.
Our EMS + Products + Services strategy is centered upon enhancing our core manufacturing and supply chain capabilities while broadening our portfolio of proprietary products and value-added services, maximizing value creation for our customers and shareholders.
Our market-focused approach to managing our business increases
We also focus on hiring and retaining the world’s best talent, with an emphasis on attracting the best engineering, functional and operational leaders as we develop the future leaders of the Company.
Simultaneously we are committed to driving a purposeful workforce evolution that reskills and upskills employees to co-work with advanced technologies such as AI and robotics, resulting in data-driven decision making, improved work environments, and enhanced productivity.
Beyond our core advanced manufacturing and supply chain capabilities, we maximize value to our customers through proprietary products and value-added services.
As a result of extensive experience in specific markets, we have developed a deep understanding of complex market dynamics, giving us the ability to anticipate trends that impact customers' businesses.
Our expertise can help improve customers' market positioning by effectively adjusting product plans and roadmaps to efficiently and cost-effectively deliver high quality products that meet their geographic and time to market requirements.
- User interface and industrial design;
- Cross-industry technologies;
- Hardware design;
Flex is exposed to different and, in some cases greater, potential liabilities from the various design and engineering services we provide than those we typically face in our core assembly and manufacturing services.
See "Risk Factors—*The success of certain of our activities depends on our ability to protect our intellectual property rights; claims of infringement or misuse of intellectual property and/or breach of license agreement provisions against our customers or us could harm our business*."
An excerpt. Shown here: 40 of 61 rewritten, 40 of 71 added and 40 of 81 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2026 filing and the FY2025 filing.
Cover and table of contents
34 rewritten, 2 added, 3 removed, 70 unchanged
For the fiscal year ended March 31, [removed: 2025][added: 2026]
As of September [removed: 27, 2024,] [added: 26, 2025,] the aggregate market value of the Company's ordinary shares held by non-affiliates of the registrant was approximately [removed: $13.1] [added: $21.1] billion based upon the closing sale price as reported on the Nasdaq Global Select Market.
| Class | | | | | | Outstanding at May [removed: 15, 2025] [added: 14, 2026] | | |
| Ordinary Shares, No Par Value | | | | | | [removed: 373,315,616] [added: 366,377,923] | | |
| Proxy Statement to be delivered to shareholders in connection with the Registrant's [removed: 2025] [added: 2026] Annual General Meeting of Shareholders | | | | | | Part III | | |
| | | | [Forward-Looking [removed: Statements](#i2d5ec1c867a642459a1e59abdcba2269_13)] [added: Statements](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_13)] | | | [removed: [3](#i2d5ec1c867a642459a1e59abdcba2269_13)] [added: [3](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_13)] | | |
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| [PART [removed: III](#i2d5ec1c867a642459a1e59abdcba2269_220)] [added: III](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_220)] | | | | | | | | |
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| [Item [removed: 11.](#i2d5ec1c867a642459a1e59abdcba2269_226)] [added: 11.](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_226)] | | | [Executive [removed: Compensation](#i2d5ec1c867a642459a1e59abdcba2269_226)] [added: Compensation](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_226)] | | | [removed: [102](#i2d5ec1c867a642459a1e59abdcba2269_226)] [added: [102](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_226)] | | |
| [Item [removed: 12.](#i2d5ec1c867a642459a1e59abdcba2269_229)] [added: 12.](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_229)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i2d5ec1c867a642459a1e59abdcba2269_229)] [added: Matters](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_229)] | | | [removed: [102](#i2d5ec1c867a642459a1e59abdcba2269_229)] [added: [102](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_229)] | | |
| [Item [removed: 13.](#i2d5ec1c867a642459a1e59abdcba2269_232)] [added: 13.](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_232)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2d5ec1c867a642459a1e59abdcba2269_232)] [added: Independence](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_232)] | | | [removed: [102](#i2d5ec1c867a642459a1e59abdcba2269_232)] [added: [102](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_232)] | | |
| [Item [removed: 14.](#i2d5ec1c867a642459a1e59abdcba2269_235)] [added: 14.](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_235)] | | | [Principal Accountant Fees and [removed: Services](#i2d5ec1c867a642459a1e59abdcba2269_235)] [added: Services](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_235)] | | | [removed: [102](#i2d5ec1c867a642459a1e59abdcba2269_235)] [added: [102](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_235)] | | |
| [PART [removed: IV](#i2d5ec1c867a642459a1e59abdcba2269_238)] [added: IV](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_238)] | | | | | | | | |
| [Item [removed: 15.](#i2d5ec1c867a642459a1e59abdcba2269_241)] [added: 15.](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_241)] | | | [Exhibits and Financial Statement [removed: Schedules](#i2d5ec1c867a642459a1e59abdcba2269_241)] [added: Schedules](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_241)] | | | [removed: [103](#i2d5ec1c867a642459a1e59abdcba2269_241)] [added: [103](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_241)] | | |
| [Item [removed: 16.](#i2d5ec1c867a642459a1e59abdcba2269_241)] [added: 16.](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_241)] | | | [Form 10-K [removed: Summary](#i2d5ec1c867a642459a1e59abdcba2269_241)] [added: Summary](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_241)] | | | [removed: [103](#i2d5ec1c867a642459a1e59abdcba2269_241)] [added: [103](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_241)] | | |
| [Exhibit [removed: Index](#i2d5ec1c867a642459a1e59abdcba2269_241)] [added: Index](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_241)] | | | | | | [removed: [103](#i2d5ec1c867a642459a1e59abdcba2269_241)] [added: [103](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_241)] | | |
| [removed: [Signatures](#i2d5ec1c867a642459a1e59abdcba2269_244)] [added: [Signatures](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_244)] | | | | | | [removed: [107](#i2d5ec1c867a642459a1e59abdcba2269_244)] [added: [107](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_244)] | | |
We undertake no obligation to update or revise these forward-looking statements to reflect subsequent events or [removed: circumstances.][added: circumstances, except as required by law.]
| [PART I](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_13) | | | | | | | | |
| [PART II](#i6afb09f4ae8e4dfc894bfd7c63e0eac1_67) | | | | | | | | |
[Table of](#i2d5ec1c867a642459a1e59abdcba2269_7) [Contents](#i2d5ec1c867a642459a1e59abdcba2269_7)
| [PART I](#i2d5ec1c867a642459a1e59abdcba2269_13) | | | | | | | | |
| [PART II](#i2d5ec1c867a642459a1e59abdcba2269_67) | | | | | | | | |
Item 1C. CYBERSECURITY
20 rewritten, 10 added, 5 removed, 8 unchanged
Our cybersecurity risk management program is intended to protect the confidentiality, integrity, and availability of our critical information technology ("IT") systems and [removed: information.][added: data.]
[removed: Our program is] [added: We have] integrated [removed: into, and among the risks evaluated and considered by,] [added: this program into] our broader enterprise risk management [removed: program,] [added: framework,] which is designed to identify, assess, prioritize and mitigate risks across the organization to enhance our resilience and support the achievement of our strategic objectives.
We [added: have] designed and assess our cybersecurity risk management program based on multiple cybersecurity frameworks, [removed: such as] [added: including] the National Institute of Standards and Technology Cybersecurity [removed: Framework, as well as] [added: Framework ("NIST 2.0 CSF") and] information security standards issued by the International Organization for Standardization, including ISO [removed: 27001, which we use as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.][added: 27001.]
Our cybersecurity risk management program is led by our Chief Information [removed: Security] Officer [removed: ("CISO"), who manages] [added: (“CIO”) on an interim basis, supported by] our security team principally responsible for managing our cybersecurity risk assessment processes, [removed: our] security controls, and [removed: our] detection and response to cybersecurity incidents.
Our program includes protocols for preventing, [removed: detecting] [added: detecting,] and responding to cybersecurity incidents, [removed: and] [added: as well as] cross-functional coordination [removed: and governance] of business continuity and disaster recovery plans.
[removed: Components] [added: Key components] of our program include:
- a risk management process for third-party service providers and vendors that includes [added: security] due diligence [removed: in] [added: during] the selection [removed: process] [added: process, contractual security requirements,] and periodic monitoring [removed: regarding] [added: of] adherence to applicable cybersecurity standards.
[removed: We also have a cybersecurity incident response] [added: The] plan [removed: to assess and manage cybersecurity incidents, which] includes escalation [removed: procedures] [added: protocols] based on the nature and severity of the [removed: incident including, where appropriate,] [added: incident, including] escalation to the Audit Committee and the [removed: Board.][added: Board when appropriate.]
We [removed: periodically (at least annually) perform] [added: conduct] tabletop exercises [added: at least annually] to test our incident response procedures, identify [removed: gaps and improvement opportunities] [added: gaps,] and [removed: exercise] [added: evaluate] team preparedness.
As part of our overall risk mitigation strategy, we maintain insurance coverage [removed: that is] intended to address certain aspects of cybersecurity [removed: risks; however, such insurance may not be sufficient in type or amount to cover us against claims related to cybersecurity breaches, cyberattacks and other related breaches.][added: risks.]
Despite our security measures, however, there can be no assurance that we, or third parties with which we interact, will not experience a cybersecurity incident in the future that [removed: will] [added: could] materially affect us.
The Audit Committee of our Board of Directors has primary [added: oversight] responsibility for [removed: overseeing our] cybersecurity risks and other information technology [removed: risks, including our plans to mitigate cybersecurity risks and to respond to data breaches.][added: risks.]
The Audit Committee receives [removed: regular] reports [removed: (at] [added: on cybersecurity matters at] least [removed: quarterly)] [added: quarterly] from our [removed: CISO] [added: Chief Information Security Officer ("CISO") (and currently] on [removed: cybersecurity matters.][added: an interim basis, our CIO).]
These reports [removed: include] [added: cover] a range of topics, including our cybersecurity risk profile, the current [removed: cybersecurity] and emerging threat landscape, the status of ongoing cybersecurity initiatives, incident reports, and the results of internal and external [removed: assessments of our information systems.][added: assessments.]
The Audit Committee also annually reviews the adequacy and effectiveness of our information [removed: and technology] security policies and [removed: the] [added: related] internal [removed: controls regarding information and technology security and cybersecurity,] [added: controls,] and [removed: periodically] receives [added: periodic] updates from our internal [removed: audit function on the results of our cybersecurity audits and related mitigation activities.]
The Chair of the Audit Committee reports to the full Board on these [removed: discussions] [added: matters] as appropriate.
The full Board also receives briefings [added: on cybersecurity matters annually] from our CISO [added: (and currently] on [removed: cybersecurity matters annually.][added: an interim basis, our CIO).]
In addition, Board members periodically receive presentations on cybersecurity [removed: matters] [added: topics] from external experts as part of the Board’s continuing education and overall risk [removed: oversight.][added: oversight responsibilities.]
In [removed: performing his] [added: this] role, [removed: our CISO is informed about and] [added: he] monitors the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents through [removed: the management of, and] participation [removed: in,] [added: in] the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.
Our [removed: CISO reports to our Interim Chief Information Officer who, in turn,] [added: CIO] reports to our Chief Operating [removed: Officer and] [added: Officer, a] member of our executive leadership team.
These frameworks guide us in identifying, assessing, and managing cybersecurity risks relevant to our business.
We maintain a cybersecurity incident response plan that establishes procedures to assess and manage cybersecurity incidents.
However, this insurance may not be sufficient in type or amount to cover all claims related to cybersecurity breaches, cyberattacks, or other related incidents.
For more information on our cybersecurity-related risks, see Item 1A, "Risk Factors - *A breach of our IT or physical security systems, or a cybersecurity incident affecting our operations, products, or third parties upon which we rely, could materially disrupt our business, damage our reputation, and expose us to significant costs and liability*."
This oversight includes reviewing our plans to mitigate cybersecurity risks and our preparedness to respond to data breaches or other cybersecurity incidents.
audit function on the results of cybersecurity audits and related mitigation activities.
At the management level, our CIO has assumed interim oversight of our enterprise-wide cybersecurity program following the departure of our former CISO in April 2026.
Our CIO has over 20 years of experience in information technology and has led teams in the design, implementation, and continuous improvement of enterprise-wide digital and cybersecurity programs.
Our CIO has managed material risks from cybersecurity threats, including the development and operation of incident response plans.
Our CIO holds a Bachelor's degree in Computer Engineering and a Master's degree in Information Technology.
[Table of](#i2d5ec1c867a642459a1e59abdcba2269_7) [Contents](#i2d5ec1c867a642459a1e59abdcba2269_7)
For more information on our cybersecurity related risks, see Item IA,, "Risk Factors - "*A breach of our IT or physical security systems, or violation of data privacy laws, may cause us to incur significant legal and financial exposure and adversely affect our operations."*
At the management level, our CISO leads our enterprise-wide cybersecurity program, and is responsible for assessing and managing our material risks from cybersecurity threats.
Our CISO is an experienced cybersecurity executive with more than 20 years of experience building and leading cybersecurity, risk management, and information technology teams.
Our CISO holds industry-recognized cybersecurity certifications, including having held Certified Information Systems Security Professional (CISSP) certification.
Item 2. PROPERTIES
3 rewritten, 4 added, 5 removed, 7 unchanged
The majority of the square footage is active manufacturing space used by [removed: the FRS] [added: our ITS, RMS] and [removed: FAS] [added: CPI] operating [removed: segments, as both use these properties.][added: segments.]
As of March 31, [removed: 2025,] [added: 2026,] the square footage of our facilities by region is as follows:
(1)Consists of [removed: 22.7] [added: 23.9] million square feet in facilities that we own with the remaining [removed: 25.8] [added: 26.5] million square feet in leased facilities.
| Asia | | | | | | | | | | | | | | | 20.2 | | |
| Americas | | | | | | | | | | | | | | | 18.6 | | |
| Europe | | | | | | | | | | | | | | | 11.7 | | |
| Total (1) | | | | | | | | | | | | | | | 50.5 | | |
| Asia | | | | | | | | | | | | | | | 19.2 | | |
| Americas | | | | | | | | | | | | | | | 18.0 | | |
| Europe | | | | | | | | | | | | | | | 11.3 | | |
| Total (1) | | | | | | | | | | | | | | | 48.5 | | |
[Table of](#i2d5ec1c867a642459a1e59abdcba2269_7) [Contents](#i2d5ec1c867a642459a1e59abdcba2269_7)
Item 4. MINE SAFETY DISCLOSURES
0 rewritten, 1 added, 2 removed, 1 unchanged
Not applicable.
Not applicable
[Table of](#i2d5ec1c867a642459a1e59abdcba2269_7) [Contents](#i2d5ec1c867a642459a1e59abdcba2269_7)
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
10 rewritten, 8 added, 9 removed, 39 unchanged
As of May [removed: 15, 2025,] [added: 14, 2026,] there were [removed: 2,736] [added: 2,678] holders of record of our ordinary shares.
We currently do not have plans to pay any cash dividends in fiscal year [removed: 2026.][added: 2027.]
The graph below assumes that $100 was invested in our ordinary shares, in the Standard & Poor's 500 Stock Index and in the peer group described above on March 31, [removed: 2020] [added: 2021] and reflects the annual return through March 31, [removed: 2025,] [added: 2026,] assuming dividend reinvestment.
[removed: ][added: ]
Copyright [removed: 1980-2025.][added: 1980-2026.]
The following table provides information regarding purchases of our ordinary shares made by us for the period from January 1, [removed: 2025] [added: 2026] through March 31, [removed: 2025.][added: 2026.]
| Period [removed: (2)] [added: (1)] | | | | | | Total Number of Shares Purchased [removed: (1)] [added: (2)] | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | | |
[removed: (1)] [added: (2)] During the period from January 1, [removed: 2025] [added: 2026] through March 31, [removed: 2025,] [added: 2026,] all purchases were made pursuant to the program discussed [removed: below] [added: above] in open market transactions.
[removed: (2)] [added: (1)] On August [removed: 8, 2024,] [added: 6, 2025,] our Board of Directors authorized repurchases of our outstanding ordinary shares for up to $1.7 billion.
As of March 31, [removed: 2025,] [added: 2026,] shares in the aggregate amount of [removed: $1.0] [added: $1.1] billion were available to be repurchased under the current plan.
| | | | 3/21 | | | | | | 3/22 | | | | | | 3/23 | | | | | | 3/24 | | | | | | 3/25 | | | | | | 3/26 | | |
| Flex Ltd. | | | 100.00 | | | | | | 101.31 | | | | | | 125.67 | | | | | | 214.81 | | | | | | 248.37 | | | | | | 491.49 | | |
| S&P 500 Index | | | 100.00 | | | | | | 115.65 | | | | | | 106.71 | | | | | | 138.59 | | | | | | 150.03 | | | | | | 176.74 | | |
| Peer Group | | | 100.00 | | | | | | 113.26 | | | | | | 156.29 | | | | | | 247.60 | | | | | | 298.58 | | | | | | 717.73 | | |
| January 1 - January 30, 2026 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,291,851,904 | |
| January 31 - February 27, 2026 | | | | | | 1,980,107 | | | | | | $ | 64.64 | | | | | 1,980,107 | | | | | | $ | 1,163,857,329 | |
| February 28 - March 31, 2026 | | | | | | 1,153,338 | | | | | | $ | 62.43 | | | | | 1,153,338 | | | | | | $ | 1,091,853,311 | |
| Total | | | | | | 3,133,445 | | | | | | | | | | | | 3,133,445 | | | | | | | | |
[Table of](#i2d5ec1c867a642459a1e59abdcba2269_7) [Contents](#i2d5ec1c867a642459a1e59abdcba2269_7)
| | | | 3/20 | | | | | | 3/21 | | | | | | 3/22 | | | | | | 3/23 | | | | | | 3/24 | | | | | | 3/25 | | |
| Flex Ltd. | | | 100.00 | | | | | | 218.63 | | | | | | 221.49 | | | | | | 274.75 | | | | | | 453.19 | | | | | | 524.00 | | |
| S&P 500 Index | | | 100.00 | | | | | | 156.35 | | | | | | 180.81 | | | | | | 166.84 | | | | | | 216.69 | | | | | | 234.57 | | |
| Peer Group | | | 100.00 | | | | | | 192.69 | | | | | | 218.23 | | | | | | 301.15 | | | | | | 477.10 | | | | | | 575.34 | | |
| January 1 - February 1, 2025 | | | | | | 1,681,545 | | | | | | $ | 41.42 | | | | | 1,681,545 | | | | | | $ | 1,264,759,150 | |
| February 2 - March 1, 2025 | | | | | | 1,866,481 | | | | | | $ | 40.80 | | | | | 1,866,481 | | | | | | $ | 1,188,610,528 | |
| March 2 - March 31, 2025 | | | | | | 4,415,833 | | | | | | $ | 34.92 | | | | | 4,415,833 | | | | | | $ | 1,034,403,120 | |
| Total | | | | | | 7,963,859 | | | | | | | | | | | | 7,963,859 | | | | | | | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
599 rewritten, 320 added, 230 removed, 915 unchanged
We have audited the accompanying consolidated balance sheets of Flex Ltd. and subsidiaries (the "Company") as of March 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of operations, comprehensive income, [removed: redeemable noncontrolling interest and] shareholders' equity, and cash flows for each of the three years in the period ended March 31, [removed: 2025,] [added: 2026,] and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2025,] [added: 2026,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, [removed: 2025,] [added: 2026,] based on criteria established in *Internal Control — Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May [removed: 21, 2025] [added: 20, 2026] expressed an unqualified opinion on the Company's internal control over financial reporting.
Revenue - Variable Consideration and Associated Customer-Related Accruals for Pricing Adjustments - Refer to Notes 2 and 4 to the [added: Consolidated] Financial Statements
These price adjustments [removed: include] [added: include, but are not limited to, sharing of cost savings,] committed price reductions, [removed: material margins] [added: purchase price variances] earned over the period that are contractually required to be paid to the customers, [added: rebates, refunds tied to performance metrics such as on-time delivery,] and other periodic pricing resets that may be refundable to customers.
The Company [removed: recognizes estimates of this variable consideration that are not expected to result in a significant revenue reversal in] [added: determines] the [removed: future, primarily] [added: amounts to be recognized] based on the amount of potential refunds required by the contract, historical experience and other surrounding facts and circumstances.
We identified the [removed: recognition] [added: estimation] of variable consideration and the associated customer-related accruals for pricing adjustments as a critical audit matter due to the judgments necessary to determine [removed: when estimates of this] variable consideration [removed: are no longer expected to result in a significant revenue reversal in] [added: and reassess] the [removed: future.][added: variable consideration in subsequent periods for pricing adjustments.]
–We obtained and tested the mathematical accuracy of the Company’s calculations of customer related accruals and evaluated the Company’s judgments regarding the amount of variable consideration that should be [removed: deferred.][added: deferred and the related adjustments recorded to customer-related accruals.]
In making this [removed: evaluation] [added: evaluation,] we considered both the terms included in the customer contract and the Company’s historical experience in settling amounts with the customer.
| | | | [added: 2026 | | | | | |] 2025 | | | | | | 2024 | | |
| Cash and cash equivalents | | | $ | [removed: 2,289] [added: 2,389] | | | | | $ | [removed: 2,474] [added: 2,289] | |
| Accounts receivable, net of allowance for doubtful accounts | | | [removed: 3,671] [added: 4,679] | | | | | | [removed: 3,033] [added: 3,671] | | |
| Contract assets | | | [removed: 616] [added: 1,063] | | | | | | [removed: 249] [added: 616] | | |
| Inventories | | | [removed: 5,071] [added: 5,845] | | | | | | [removed: 6,205] [added: 5,071] | | |
| Other current assets | | | [removed: 1,194] [added: 2,356] | | | | | | [removed: 1,031] [added: 1,194] | | |
| Total current assets | | | [removed: 12,841] [added: 16,332] | | | | | | [removed: 12,992] [added: 12,841] | | |
| Property and equipment, net | | | [removed: 2,330] [added: 2,505] | | | | | | [removed: 2,269] [added: 2,330] | | |
| Operating lease right-of-use assets, net | | | [removed: 562] [added: 659] | | | | | | [removed: 601] [added: 562] | | |
| Goodwill | | | [removed: 1,341] [added: 1,369] | | | | | | [removed: 1,135] [added: 1,341] | | |
| Other intangible assets, net | | | [removed: 343] [added: 283] | | | | | | [removed: 245] [added: 343] | | |
| Other non-current assets | | | [removed: 964] [added: 912] | | | | | | [removed: 1,015] [added: 964] | | |
| Total assets | | | $ | [removed: 18,381] [added: 22,060] | | | | | $ | [removed: 18,257] [added: 18,381] | |
| Bank borrowings and current portion of long-term debt | | | $ | [removed: 1,209] [added: —] | | | | | $ | [removed: —] [added: 1,209] | |
| Accounts payable | | | [removed: 5,147] [added: 8,055] | | | | | | [removed: 4,468] [added: 5,147] | | |
| Accrued payroll and benefits | | | [removed: 560] [added: 671] | | | | | | [removed: 488] [added: 560] | | |
| Deferred revenue and customer working capital advances | | | [removed: 1,957] [added: 2,156] | | | | | | [removed: 2,615] [added: 1,957] | | |
| Other current liabilities | | | [removed: 977] [added: 1,134] | | | | | | [removed: 968] [added: 977] | | |
| Total current liabilities | | | [removed: 9,850] [added: 12,016] | | | | | | [removed: 8,539] [added: 9,850] | | |
| Long-term debt, net of current portion | | | [removed: 2,483] [added: 3,751] | | | | | | [removed: 3,261] [added: 2,483] | | |
| Operating lease liabilities, non-current | | | [removed: 456] [added: 565] | | | | | | [removed: 490] [added: 456] | | |
| Other non-current liabilities | | | [removed: 590] [added: 584] | | | | | | [removed: 642] [added: 590] | | |
| Total liabilities | | | [removed: 13,379] [added: 16,916] | | | | | | [removed: 12,932] [added: 13,379] | | |
| Ordinary shares, no par value; [removed: 383,369,073] [added: 371,241,931] and [removed: 408,101,772] [added: 383,369,073] issued, and [removed: 377,817,433] [added: 365,690,291] and [removed: 408,101,772] [added: 377,817,433] outstanding as of March 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively | | | [removed: 4,142] [added: 3,347] | | | | | | [removed: 5,074] [added: 4,142] | | |
| Treasury stock, at cost; 5,551,640 [removed: and zero] shares [removed: as of March 31, 2025 and 2024, respectively] | | | (200) | | | | | | [removed: —] [added: (200)] | | |
| Accumulated earnings | | | [removed: 1,284] [added: 2,164] | | | | | | [removed: 446] [added: 1,284] | | |
| Accumulated other comprehensive loss | | | [removed: (224)] [added: (167)] | | | | | | [removed: (195)] [added: (224)] | | |
| Total shareholders' equity | | | [removed: 5,002] [added: 5,144] | | | | | | [removed: 5,325] [added: 5,002] | | |
| Total liabilities and shareholders' equity | | | $ | [removed: 18,381] [added: 22,060] | | | | | $ | [removed: 18,257] [added: 18,381] | |
| | | | [removed: Fiscal Year Ended March 31,] | | | | | | | | | | | | [added: Fiscal Year Ended March 31,] | | |
| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |
These potential price adjustments are included as part of other current liabilities on the combined balance sheet and disclosed as part of customer-related accruals.
| | | | 2026 | | | | | | 2025 | | |
| Net income | | | | | | | | | | | | — | | | | | | — | | | | | | 880 | | | | | | — | | | | | | — | | | | | | — | | | | | | 880 | | | | | | — | | | | | | 880 | | |
| Provision for stock warrants | | | | | | | | | | | | — | | | | | | 7 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7 | | | | | | — | | | | | | 7 | | |
| BALANCE AT MARCH 31, 2026 | | | | | | | | | | | | 366 | | | | | | $ | 3,147 | | | | | $ | 2,164 | | | | | $ | (15) | | | | | $ | (152) | | | | | $ | (167) | | | | | $ | 5,144 | | | | | $ | — | | | | | $ | 5,144 | |
| Net income | | | $ | 880 | | | | | $ | 838 | | | | | $ | 1,245 | |
Over time, we have built differentiated scale and expertise across both technology-driven and regulated markets, enabling us to support customers with increasingly complex product, infrastructure, and compliance requirements.
Beginning in the fourth quarter of fiscal year 2026, the Company changed how it reports its results to its Chief Operating Decision Maker ("CODM"), principally reflecting growth of Flex's data center businesses.
A new segment, Cloud and Power Infrastructure ("CPI") was created to report these data center-related businesses, including the Cloud and Cooling business from the former CEC reporting unit in the former Flex Agility Solutions ("FAS") segment and the Power business from the former Industrial reporting unit in the former Flex Reliability Solutions ("FRS") segment.
The FAS segment was renamed Integrated Technology Solutions ("ITS") and the FRS segment was renamed Regulated Manufacturing Solutions ("RMS").
In addition, the former Consumer Devices reporting unit in FAS was merged into the Lifestyle reporting unit in ITS and certain customers were moved between FRS and FAS to better reflect how the businesses are managed.
◦*Communications*, high speed networking, enterprise, and satellite communications systems
◦*Lifestyle*, premium products across commercial, home and personal product categories
◦*Industrial*, mission-critical automation, energy, and industrial infrastructure
- Cloud and Power Infrastructure ("CPI"), which is comprised of the following end markets:
◦*Cloud and Cooling*, integrated compute systems supporting power‑dense digital infrastructure deployments, and advanced liquid cooling solutions supporting higher-density, power-intensive rack architectures
◦*Power*, utility and facility‑level electrical infrastructure enabling reliable, scalable power delivery and high-density rack- and board-level power systems supporting power-intensive compute workloads
On May 5, 2026, Flex announced its intention to separate its CPI segment from Flex and into an independent, publicly traded company (“SpinCo”).
The separation of CPI into SpinCo will create a separate publicly traded company focused on data center power, digital infrastructure and power, thermal and compute integration.
The spin-off of CPI from Flex is expected to be completed in the first quarter of calendar 2027 and is subject to the approval of Flex’s Board of Directors, shareholders, and the High Court of the Republic of Singapore and the SEC declaring SpinCo’s Form 10 registration statement effective.
Subsequent to the spin-off of CPI from Flex, Flex will continue as an advanced manufacturing and supply chain solutions business consisting of the ITS and RMS segments.
There can be no assurance that any spin-off transaction will ultimately occur or, if one does occur, of its terms or timing.
Refer to note 22 "Subsequent Events" for further details.
On January 2, 2024, the Company completed its previously announced spin-off of its remaining interest in Nextracker to Flex shareholders on a pro-rata basis.
Impact of Missile Strike in Ukraine
During the fiscal year ended March 31, 2026, the Company recognized $51 million in asset impairments, inventory write-downs and other charges as a result of a missile strike on its Mukachevo, Ukraine facility in Western Ukraine on August 21, 2025.
The total $51 million expense includes $23 million of long-lived asset impairments, $13 million of inventory write-downs and $15 million of other charges.
The missile strike represents an unusual and infrequent event as hostilities related to the Russian invasion of Ukraine have been primarily focused in Eastern Ukraine.
The missile strike caused substantial physical damage and disrupted normal operations at the facility.
In response, the Company activated contingency manufacturing plans and transitioned production to alternative facilities.
As restoration activities progress in Mukachevo, the Company expects to incur additional immaterial near-term inefficiencies.
The total $51 million expense is included in restructuring and impairment charges in the consolidated statements of operations.
have been met and there is reasonable assurance of receipt.
A single customer accounted for 16% of the Company's total balance of accounts receivable, net as of fiscal year ended March 31, 2026, which is almost entirely within the CPI segment.
No other customers accounted for greater than 10% during the same period.
| | | | 2026 | | | | | | 2025 | | |
| | | | $ | 2,389 | | | | | $ | 2,289 | |
| | | | 2026 | | | | | | 2025 | | |
| | | | $ | 5,845 | | | | | $ | 5,071 | |
In addition to the Flex controlled inventory shown above, the Company held inventory controlled by customers of $1.3 billion, $416 million and $77 million as of fiscal year ended March 31, 2026, 2025 and 2024, respectively.
[Table of](#i2d5ec1c867a642459a1e59abdcba2269_7) [Contents](#i2d5ec1c867a642459a1e59abdcba2269_7)
May 21, 2025
FLEX LTD.
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BALANCE AT MARCH 31, 2022 | | | $ | 78 | | | | | | | | 461 | | | | | | $ | 5,664 | | | | | $ | (1,353) | | | | | $ | (66) | | | | | $ | (116) | | | | | $ | (182) | | | | | $ | 4,129 | | | | | $ | — | | | | | $ | 4,129 | |
| Issuance of Nextracker common stock and related transactions | | | (99) | | | | | | | | | — | | | | | | 644 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 644 | | | | | | 158 | | | | | | 802 | | |
| Payment for pre-IPO dividend to redeemable noncontrolling interest | | | (22) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Net income | | | 43 | | | | | | | | | — | | | | | | — | | | | | | 793 | | | | | | — | | | | | | — | | | | | | — | | | | | | 793 | | | | | | 197 | | | | | | 990 | | |
| Payment for pre-IPO dividend to redeemable noncontrolling interest | | | — | | | | | | — | | | | | | (22) | | |
◦*Communications, Enterprise and Cloud*, including data center, edge, and communications infrastructure
◦*Lifestyle*, including appliances, floorcare, smart living, HVAC, and power tools
◦*Consumer Devices*, including mobile and high velocity consumer devices.
◦*Industrial*, including industrial devices, capital equipment, renewables, critical power, and embedded power.
Prior to the IPO, the Company maintained an 82.6% indirect ownership in Nextracker and consolidated Nextracker.
On July 3, 2023, Nextracker completed a follow-on offering to its IPO and issued 15,631,562 shares of Class A common stock and received net proceeds of $552 million.
The entire net proceeds were used by Nextracker to acquire 14,025,000 Nextracker LLC common units from Yuma, Inc., the Company’s indirect wholly-owned subsidiary, and 1,606,562 Nextracker LLC common units from TPG Rise Flash, L.P., an affiliate of the global alternative asset management firm TPG.
As a result of the repurchase of Nextracker LLC common units by Nextracker, 15,631,562 shares of Nextracker Class B common stock were cancelled.
The Company received approximately $495 million from the follow-on offering, after distribution of net proceeds to TPG and expenses.
After the follow-on transaction, Flex held approximately 51.5% of Nextracker's common stock.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Merger, dated as of February 7, 2023.
Under the terms of the Nextracker spin-off, Flex shareholders received approximately 0.17 shares of Nextracker Class A common stock for each Flex ordinary share held as of the record date of the Distribution.
Flex shareholders received cash in lieu of any fractional shares.
All noncontrolling interest related to Nextracker have been eliminated through additional paid-in capital.
The historical statements of comprehensive income and cash flows and the balances related to stockholders’ equity have not been revised to reflect the effect of the Nextracker spin-off.
receivables.
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
(2)Deductions and write-offs during fiscal year 2023 is primarily as a result of a settlement reached with a certain former customer.
| | | | $ | 2,289 | | | | | $ | 2,474 | |
| | | | $ | 5,071 | | | | | $ | 6,205 | |
| | | | | | | | | | 6,950 | | | | | | 6,709 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | FAS | | | | | | FRS | | | | | | | | | | | | Total | | |
| Divestitures (1) | | | | | | — | | | | | | (1) | | | | | | | | | | | | (1) | | |
(1)A reduction of approximately $1 million as a result of the divestiture of a non-strategic immaterial business within the FRS segment in fiscal year 2024.
These acquisitions contributed an additional $100 million in customer-related intangible assets and $65 million in licenses and other intangibles assets, such as trade names and technology.
| | | | | | |
An excerpt. Shown here: 40 of 599 rewritten, 40 of 320 added and 40 of 230 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2026 filing and the FY2025 filing.
Item 9A. CONTROLS AND PROCEDURES
9 rewritten, 1 added, 5 removed, 28 unchanged
The Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of March 31, [removed: 2025.][added: 2026.]
Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, [removed: 2025,] [added: 2026,] the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of March 31, [removed: 2025,] [added: 2026,] under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, an evaluation was conducted of the effectiveness of the Company's internal control over financial reporting based on the framework in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of March 31, [removed: 2025.][added: 2026.]
The effectiveness of the Company's internal control over financial reporting as of March 31, [removed: 2025] [added: 2026] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears in this Item under the heading "Report of Independent Registered Public Accounting Firm."
There were no changes in our internal control over financial reporting that occurred during the fourth quarter ended March 31, [removed: 2025] [added: 2026] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We have audited the internal control over financial reporting of Flex Ltd. and subsidiaries (the "Company") as of March 31, [removed: 2025,] [added: 2026,] based on criteria established in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control*—*Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended March 31, [removed: 2025,] [added: 2026,] of the Company, and our report dated May [removed: 21, 2025] [added: 20, 2026] expressed an unqualified opinion on those financial statements.
May 20, 2026
Management excluded Crown Technical Systems, JetCool Technologies Inc., and the U.S. manufacturing operations of the Forest & Garden division of Husqvarna, which were acquired during fiscal year 2025, from its annual assessment of the effectiveness of internal control over financial reporting as of March 31, 2025.
These fiscal year 2025 acquisitions constitute, in aggregate, less than 2% of total assets and less than 1% of net sales of the related consolidated financial statement amounts as of, and for the fiscal year ended March 31, 2025.
As described in *Management’s Annual Report on Internal Control over Financial Reporting*, management excluded from its assessment the internal control over financial reporting of Crown Technical Systems, JetCool Technologies Inc., and the U.S. manufacturing operations of the Forest & Garden division of Husqvarna, which were acquired during fiscal year 2025, and whose financial statements, in the aggregate, constitute less than 2% of total assets and less than 1% of net sales of the related consolidated financial statement amounts as of and for the year ended March 31, 2025.
Accordingly, our audit did not include the internal control over financial reporting at Crown Technical Systems, JetCool Technologies Inc., nor the U.S. manufacturing operations of the Forest & Garden division of Husqvarna.
May 21, 2025
Item 9B. OTHER INFORMATION
1 rewritten, 5 added, 0 removed, 1 unchanged
[removed: During the fiscal quarter ended March 31, 2025, none of the Company’s directors or] [added: No other] officers [added: or directors] adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as those terms are defined in Regulation S-K, Item [removed: 408.][added: 408, during the fiscal quarter ended March 31, 2026.]
During the fiscal quarter ended March 31, 2026, the officers and director listed below adopted trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
On February 12, 2026, Scott Offer, Executive Vice President and General Counsel, adopted a trading plan that provides for the sale of up to 51,750 ordinary shares of the Company.
The plan will terminate on June 30, 2026, subject to early termination for certain specified events set forth in the plan.
On February 20, 2026, Revathi Advaithi, Chief Executive Officer and a director, adopted a trading plan that provides for the sale of up to 167,000 ordinary shares of the Company.
The plan will terminate on January 29, 2027, subject to early termination for certain specified events set forth in the plan.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 0 unchanged
Information with respect to this item may be found in the Company's definitive proxy statement [removed: to be delivered to shareholders in connection with] [added: for] the Company's [removed: 2025] [added: 2026] Annual General Meeting of [removed: Shareholders.][added: Shareholders to be filed with the SEC within 120 days after the end of our fiscal year ended March 31, 2026.]
Such information is incorporated [added: herein] by reference.
Item 11. EXECUTIVE COMPENSATION
2 rewritten, 0 added, 0 removed, 0 unchanged
Information with respect to this item may be found in the Company's definitive proxy statement [removed: to be delivered to shareholders in connection with] [added: for] the Company's [removed: 2025] [added: 2026] Annual General Meeting of Shareholders.
Such information is incorporated [added: herein] by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
2 rewritten, 0 added, 0 removed, 0 unchanged
Information with respect to this item may be found in the Company's definitive proxy statement [removed: to be delivered to shareholders in connection with] [added: for] the Company's [removed: 2025] [added: 2026] Annual General Meeting of Shareholders.
Such information is incorporated [added: herein] by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
2 rewritten, 0 added, 0 removed, 0 unchanged
Information with respect to this item may be found in the Company's definitive proxy statement [removed: to be delivered to shareholders in connection with] [added: for] the Company's [removed: 2025] [added: 2026] Annual General Meeting of Shareholders.
Such information is incorporated [added: herein] by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES (Deloitte & Touche LLP, PCAOB ID: 34)
1 rewritten, 0 added, 0 removed, 2 unchanged
Information with respect to this item may be found in the Company's definitive proxy statement [removed: to be delivered to shareholders in connection with] [added: for] the Company's [removed: 2025] [added: 2026] Annual General Meeting of Shareholders.
Item 16. FORM 10-K SUMMARY
60 rewritten, 8 added, 9 removed, 65 unchanged
| [removed: [4.01](https://www.sec.gov/Archives/edgar/data/866374/000110465915044024/a15-12952_4ex4d1.htm)] [added: [4.01](https://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d1.htm#EXHIBIT4_1_105343)] | | | | | | Indenture, dated as of June [removed: 8, 2015,] [added: 6, 2019,] by and between the [removed: Registrant, the Guarantors party thereto] [added: Company] and U.S. Bank National Association, as [removed: Trustee] [added: trustee] | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 6/8/2015] [added: 6/6/2019] | | | | | | 4.1 | | | | | | | | |
| [removed: [4.02](https://www.sec.gov/Archives/edgar/data/866374/000110465915044024/a15-12952_4ex4d1.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/866374/000110465925111297/tm2530223d4_ex4-3.htm)] | | | | | | Form of [removed: 4.750%] [added: 5.250% Global] Note due [removed: 2025] [added: 2032] (included in Exhibit [removed: 4.01)] [added: 4.14)] | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 6/8/2015] [added: 11/13/2025] | | | | | | [removed: 4.1] [added: 4.5] | | | | | | | | |
| [removed: [4.04](https://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d1.htm#EXHIBIT4_1_105343)] [added: [4.02](https://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d2.htm#EXHIBIT4_2_112841)] | | | | | | [added: First Supplemental] Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank National Association, as trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | 6/6/2019 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | | | |
| [removed: [4.05](https://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d2.htm#EXHIBIT4_2_112841)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/866374/000110465922125181/tm2217805d6_ex4-2.htm)] | | | | | | [removed: First] [added: Fifth] Supplemental Indenture, dated as of [removed: June 6, 2019,] [added: December 7, 2022,] by and between the Company and U.S. Bank [added: Trust Company,] National Association, as trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 6/6/2019] [added: 12/7/2022] | | | | | | 4.2 | | | | | | | | |
| [removed: [4.06](https://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d2.htm#EXHIBIT4_2_112841)] [added: [4.03](https://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d2.htm#EXHIBIT4_2_112841)] | | | | | | Form of 4.875% Global Note due 2029 (included in Exhibit [removed: 4.05)] [added: 4.02)] | | | | | | 8-K | | | | | | 000-23354 | | | | | | 6/6/2019 | | | | | | 4.3 | | | | | | | | |
| [removed: [4.07](https://www.sec.gov/Archives/edgar/data/866374/000110465919061133/tm1920918d4_ex4-3.htm)] [added: [4.04](https://www.sec.gov/Archives/edgar/data/866374/000110465919061133/tm1920918d4_ex4-3.htm)] | | | | | | Second Supplemental Indenture, dated as of November 7, 2019, by and between the Company and U.S. Bank National Association, as [removed: trustee] [added: trustee.] | | | | | | 8-K | | | | | | 000-23354 | | | | | | 11/7/2019 | | | | | | 4.3 | | | | | | | | |
| [removed: [4.08](https://www.sec.gov/Archives/edgar/data/866374/000110465919061133/tm1920918d4_ex4-3.htm)] [added: [4.05](https://www.sec.gov/Archives/edgar/data/866374/000110465919061133/tm1920918d4_ex4-3.htm)] | | | | | | Form of 4.875% Global Note due 2029 (included in Exhibit [removed: 4.07)] [added: 4.04)] | | | | | | 8-K | | | | | | 000-23354 | | | | | | 11/7/2019 | | | | | | 4.4 | | | | | | | | |
| [removed: [4.09](https://www.sec.gov/Archives/edgar/data/0000866374/000110465920060179/tm2016732d5_ex4-2.htm)] [added: [4.06](https://www.sec.gov/Archives/edgar/data/866374/000110465920060179/tm2016732d5_ex4-2.htm)] | | | | | | Third Supplemental Indenture dated as of May 12, 2020, by and between the Company and U.S. Bank National Association, as [removed: trustee] [added: trustee.] | | | | | | 8-K | | | | | | 000-23354 | | | | | | 5/12/2020 | | | | | | 4.2 | | | | | | | | |
| [removed: [4.10](https://www.sec.gov/Archives/edgar/data/0000866374/000110465920060179/tm2016732d5_ex4-2.htm)] [added: [4.07](https://www.sec.gov/Archives/edgar/data/866374/000110465920060179/tm2016732d5_ex4-2.htm)] | | | | | | Form of [removed: 3.750%] [added: 4.875%] Global Note due [removed: 2026] [added: 2030] (included in Exhibit [removed: 4.09)] [added: 4.06)] | | | | | | 8-K | | | | | | 000-23354 | | | | | | 5/12/2020 | | | | | | [removed: 4.3] [added: 4.4] | | | | | | | | |
| [removed: [4.11](https://www.sec.gov/Archives/edgar/data/0000866374/000110465920060179/tm2016732d5_ex4-2.htm)] [added: [4.09](https://www.sec.gov/Archives/edgar/data/866374/000110465920096092/tm2024912d5_ex4-3.htm)] | | | | | | Form of 4.875% Global Note due 2030 (included in Exhibit [removed: 4.09)] [added: 4.08)] | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 5/12/2020] [added: 8/17/2020] | | | | | | [removed: 4.4] [added: 4.5] | | | | | | | | |
| [removed: [4.12](https://www.sec.gov/Archives/edgar/data/0000866374/000110465920096092/tm2024912d5_ex4-3.htm)] [added: [4.08](https://www.sec.gov/Archives/edgar/data/866374/000110465920096092/tm2024912d5_ex4-3.htm)] | | | | | | Fourth Supplemental Indenture, dated as of August 17, 2020, by and between the Company and U.S. Bank National Association, as trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | 8/17/2020 | | | | | | 4.3 | | | | | | | | |
| [removed: [4.13](https://www.sec.gov/Archives/edgar/data/0000866374/000110465920096092/tm2024912d5_ex4-3.htm)] [added: [4.13](https://www.sec.gov/Archives/edgar/data/866374/000110465924091610/tm2420857d6_ex4-2.htm)] | | | | | | Form of [removed: 3.750%] [added: 5.250%] Global Note due [removed: 2026] [added: 2032] (included in Exhibit 4.12) | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 8/17/2020] [added: 8/21/2024] | | | | | | [removed: 4.4] [added: 4.3] | | | | | | | | |
| [removed: [4.14](https://www.sec.gov/Archives/edgar/data/0000866374/000110465920096092/tm2024912d5_ex4-3.htm)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/866374/000110465922125181/tm2217805d6_ex4-2.htm)] | | | | | | Form of [removed: 4.875%] [added: 6.000%] Global Note due [removed: 2030] [added: 2028] (included in Exhibit [removed: 4.12)] [added: 4.10)] | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 8/17/2020] [added: 12/7/2022] | | | | | | [removed: 4.5] [added: 4.3] | | | | | | | | |
| [removed: [4.15](https://www.sec.gov/Archives/edgar/data/866374/000110465922125181/tm2217805d6_ex4-2.htm)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/866374/000110465924091610/tm2420857d6_ex4-2.htm)] | | | | | | [removed: Fifth] [added: Sixth] Supplemental Indenture, dated as of [removed: December 7, 2022,] [added: August 21, 2024,] by and between the Company and U.S. Bank Trust Company, National Association, as trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 12/7/2022] [added: 8/21/2024] | | | | | | 4.2 | | | | | | | | |
| [removed: [4.16](https://www.sec.gov/Archives/edgar/data/866374/000110465922125181/tm2217805d6_ex4-2.htm)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/866374/000110465925111297/tm2530223d4_ex4-4.htm)] | | | | | | Form of [removed: 6.000%] [added: 5.375%] Global Note due [removed: 2028] [added: 2035] (included in Exhibit 4.15) | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 12/7/2022] [added: 11/13/2025] | | | | | | [removed: 4.3] [added: 4.6] | | | | | | | | |
| [removed: [4](https://www.sec.gov/Archives/edgar/data/866374/000110465924091610/tm2420857d6_ex4-2.htm)[.17](https://www.sec.gov/Archives/edgar/data/866374/000110465924091610/tm2420857d6_ex4-2.htm)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/866374/000110465925111297/tm2530223d4_ex4-3.htm)] | | | | | | [removed: Sixth] [added: Seventh] Supplemental Indenture, dated as of [removed: August 21, 2024,] [added: November 13, 2025,] by and between the Company and U.S. Bank Trust Company, National Association, as trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 8/21/2024] [added: 11/13/2025] | | | | | | [removed: 4.2] [added: 4.3] | | | | | | | | |
| [removed: [4.19](https://www.sec.gov/Archives/edgar/data/0000866374/000086637420000009/flex-exx4143312020.htm)] [added: [4.18](https://www.sec.gov/Archives/edgar/data/866374/000086637420000009/flex-exx4143312020.htm)] | | | | | | Description of Registrant's Securities | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/28/2020 | | | | | | 4.14 | | | | | | | | |
| [removed: [10.01](https://www.sec.gov/Archives/edgar/data/866374/000086637422000045/axflexxex1001creditagreeme.htm)] [added: [10.01](https://www.sec.gov/Archives/edgar/data/866374/000086637425000037/axflexxex1001creditagreeme.htm)] | | | | | | Credit Agreement, dated as of July [removed: 19, 2022,] [added: 15, 2025,] among Flex Ltd. and certain of its subsidiaries, from time to time party thereto, as borrowers, Bank of America, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender, and the other L/C Issuers, Swing Line Lenders and Lenders party thereto | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 7/22/2022] [added: 7/18/2025] | | | | | | 10.01 | | | | | | | | |
| [removed: [10.02](https://www.sec.gov/Archives/edgar/data/0000866374/000095013409011144/d66616exv10w01.htm)] [added: [10.02](https://www.sec.gov/Archives/edgar/data/866374/000095013409011144/d66616exv10w01.htm)] | | | | | | Form of Indemnification Agreement between the Registrant and its Directors and certain officers† | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/20/2009 | | | | | | 10.01 | | | | | | | | |
| [removed: [1](https://www.sec.gov/Archives/edgar/data/866374/000086637425000011/flex-8xkexh1012017eipamend.htm)[0.05](https://www.sec.gov/Archives/edgar/data/866374/000086637425000011/flex-8xkexh1012017eipamend.htm)] [added: [10.05](https://www.sec.gov/Archives/edgar/data/866374/000086637425000011/flex-8xkexh1012017eipamend.htm)] | | | | | | First Amendment to Flex Ltd. 2017 Equity Incentive Plan (as amended and restated as of August 2, 2023) effective as of March 5, 2025† | | | | | | 8-K | | | | | | 000-23354 | | | | | | 3/7/2025 | | | | | | 10.1 | | | | | | | | |
| [removed: [10.06](https://www.sec.gov/Archives/edgar/data/866374/000086637422000052/flex-exx1003x712022.htm)] [added: [10.07](https://www.sec.gov/Archives/edgar/data/866374/000086637423000058/flex-exx1003x6302023.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the Amended and Restated Flex Ltd. 2017 Equity Incentive Plan for performance-based vesting awards [removed: (FY23)†] [added: (FY24)†] | | | | | | 10-Q | | | | | | [removed: 000.23354] [added: 000-23354] | | | | | | [removed: 7/29/2022] [added: 7/31/2023] | | | | | | 10.03 | | | | | | | | |
| [removed: [10.07](https://www.sec.gov/Archives/edgar/data/866374/000086637422000074/flex-exx1002x9302022.htm)] [added: [10.06](https://www.sec.gov/Archives/edgar/data/866374/000086637422000074/flex-exx1002x9302022.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the Flex Ltd. Amended and Restated 2017 Equity Incentive Plan for Non-Employee Directors† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/31/2022 | | | | | | 10.02 | | | | | | | | |
| [removed: [10.08](https://www.sec.gov/Archives/edgar/data/866374/000086637423000058/flex-exx1003x6302023.htm)] [added: [10.08](https://www.sec.gov/Archives/edgar/data/866374/000086637424000034/flex-exx1003x6282024.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the Amended and Restated [removed: Flex Ltd.] 2017 Equity Incentive Plan for [removed: performance-based] [added: service-based] vesting awards [removed: (FY24)†] [added: (FY25)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 7/31/2023] [added: 7/26/2024] | | | | | | 10.03 | | | | | | | | |
| [removed: [1](https://www.sec.gov/Archives/edgar/data/866374/000086637424000034/flex-exx1003x6282024.htm)[0.09](https://www.sec.gov/Archives/edgar/data/866374/000086637424000034/flex-exx1003x6282024.htm)] [added: [10.09](https://www.sec.gov/Archives/edgar/data/866374/000086637424000034/flex-exx1004x6282024.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for [removed: service-based] [added: performance-based] vesting awards (FY25)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 7/26/2024 | | | | | | [removed: 10.03] [added: 10.04] | | | | | | | | |
| [removed: [1](https://www.sec.gov/Archives/edgar/data/866374/000086637424000034/flex-exx1004x6282024.htm)[0.10](https://www.sec.gov/Archives/edgar/data/866374/000086637424000034/flex-exx1004x6282024.htm)] [added: [10.12](https://www.sec.gov/Archives/edgar/data/866374/000086637424000053/flex-exx1003x9272024.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for performance-based vesting awards [removed: (FY25)†] [added: (FY25 supplemental equity)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 7/26/2024] [added: 10/31/2024] | | | | | | [removed: 10.04] [added: 10.03] | | | | | | | | |
| [removed: [1](https://www.sec.gov/Archives/edgar/data/866374/000086637424000053/flex-exx1001x9272024.htm)[0.11](https://www.sec.gov/Archives/edgar/data/866374/000086637424000053/flex-exx1001x9272024.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/866374/000086637424000053/flex-exx1001x9272024.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for service-based vesting awards (FY25 2-year prorated)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/31/2024 | | | | | | 10.01 | | | | | | | | |
| [removed: [1](https://www.sec.gov/Archives/edgar/data/866374/000086637424000053/flex-exx1002x9272024.htm)[0.12](https://www.sec.gov/Archives/edgar/data/866374/000086637424000053/flex-exx1002x9272024.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/866374/000086637424000053/flex-exx1002x9272024.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for service-based vesting awards (FY25 supplemental equity)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/31/2024 | | | | | | 10.02 | | | | | | | | |
| [removed: [1](https://www.sec.gov/Archives/edgar/data/866374/000086637424000053/flex-exx1003x9272024.htm)[0.13](https://www.sec.gov/Archives/edgar/data/866374/000086637424000053/flex-exx1003x9272024.htm)] [added: [10.16](https://www.sec.gov/Archives/edgar/data/866374/000086637425000043/flex-exx1005x6272025.htm)] | | | | | | Form of Restricted [removed: Share] [added: Stock] Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for [removed: performance-based] [added: performance based] vesting awards [removed: (FY25] [added: (FY26-CEO] supplemental equity)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 10/31/2024] [added: 7/25/2025] | | | | | | [removed: 10.03] [added: 10.05] | | | | | | | | |
| [removed: [10.14](https://www.sec.gov/Archives/edgar/data/866374/000095012310100203/c07568exv10w04.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/866374/000086637425000043/flex-exx1006x6272025.htm)] | | | | | | 2010 Flextronics International USA, Inc. Deferred Compensation [removed: Plan†] [added: Plan (amended and restated June 6, 2025)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 11/3/2010] [added: 7/25/2025] | | | | | | [removed: 10.04] [added: 10.06] | | | | | | | | |
| [removed: [10.15](https://www.sec.gov/Archives/edgar/data/866374/000086637421000062/flex-exx1001x1012021.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/866374/000086637421000019/flex-exx1002x12312020.htm)] | | | | | | [removed: First Amendment to Flex] [added: Form of Addendum Award Agreement under the] 2010 Deferred Compensation [removed: Plan, dated December 17, 2018†] [added: Plan (FY21)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 10/29/2021] [added: 1/29/2021] | | | | | | [removed: 10.01] [added: 10.02] | | | | | | | | |
| [removed: [1](https://www.sec.gov/Archives/edgar/data/866374/000110465912052187/a12-13513_1ex10d01.htm)[0.18](https://www.sec.gov/Archives/edgar/data/866374/000110465912052187/a12-13513_1ex10d01.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/866374/000086637424000034/flex-exx1005x6282024.htm)] | | | | | | Form of [added: Addendum] Award Agreement under [added: the] 2010 Deferred Compensation [removed: Plan†] [added: Plan (FY25)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 7/30/2012] [added: 7/26/2024] | | | | | | [removed: 10.01] [added: 10.05] | | | | | | | | |
| [removed: [10.19](https://www.sec.gov/Archives/edgar/data/866374/000110465913059063/a13-15132_1ex10d02.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/866374/000086637425000043/flex-exx1007x6272025.htm)] | | | | | | Form of [added: Addendum Award Agreement under the] 2010 Deferred Compensation Plan [removed: Award Agreement (performance targets, cliff vesting)†] [added: (FY26)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 8/2/2013] [added: 7/25/2025] | | | | | | [removed: 10.02] [added: 10.07] | | | | | | | | |
| [removed: [10.24](https://www.sec.gov/Archives/edgar/data/866374/000086637417000012/flex-exx1002x92917.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/866374/000086637417000012/flex-exx1002x92917.htm)] | | | | | | Summary of Directors' Compensation† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/30/2017 | | | | | | 10.02 | | | | | | | | |
| [removed: [1](https://www.sec.gov/Archives/edgar/data/866374/000086637425000027/flex-exx1025_3312025.htm)[0.25](https://www.sec.gov/Archives/edgar/data/866374/000086637425000027/flex-exx1025_3312025.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/866374/000086637425000027/flex-exx1025_3312025.htm)] | | | | | | Flex Ltd. Amended and Restated Executive Severance Plan† | | | | | | [added: 10-K] | | | | | | [added: 000-23354] | | | | | | [added: 5/21/2025] | | | | | | [added: 10.25] | | | | | | [removed: X] | | |
| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/866374/000086637419000006/flex-exx102933119.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/866374/000086637419000006/flex-exx102933119.htm)] | | | | | | Revathi Advaithi Offer Letter, dated February 7, 2019† | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/21/2019 | | | | | | 10.29 | | | | | | | | |
| [removed: [1](https://www.sec.gov/Archives/edgar/data/866374/000086637425000027/flex-exx1027_3312025.htm)[0.27](https://www.sec.gov/Archives/edgar/data/866374/000086637425000027/flex-exx1027_3312025.htm)] [added: [10.24](https://www.sec.gov/Archives/edgar/data/866374/000086637425000027/flex-exx1027_3312025.htm)] | | | | | | Revathi Advaithi Offer Letter Amendment, dated March 5, 2025† | | | | | | [added: 10-K] | | | | | | [added: 000-23354] | | | | | | [added: 5/21/2025] | | | | | | [added: 10.27] | | | | | | [removed: X] | | |
| [removed: [10.28](https://www.sec.gov/Archives/edgar/data/866374/000086637420000009/flex-exx10293312020.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/866374/000086637420000009/flex-exx10293312020.htm)] | | | | | | Scott Offer Amended Offer Letter, dated as of January 27, 2019† | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/28/2020 | | | | | | 10.29 | | | | | | | | |
| [removed: [1](https://www.sec.gov/Archives/edgar/data/866374/000086637425000008/flex-exx1001x12312024.htm)[0.29](https://www.sec.gov/Archives/edgar/data/866374/000086637425000008/flex-exx1001x12312024.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/866374/000086637425000008/flex-exx1001x12312024.htm)] | | | | | | Kevin Krumm Offer Letter, dated November 7, 2024† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 1/31/2025 | | | | | | 10.01 | | | | | | | | |
| [removed: [10.30](https://www.sec.gov/Archives/edgar/data/866374/000086637424000034/flex-exx1001x6282024.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/866374/000086637425000043/flex-exx1001x6272025.htm)] | | | | | | Description of Annual Incentive Bonus Plan for Fiscal Year [removed: 2025†] [added: 2026†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 7/26/2024] [added: 7/25/2025] | | | | | | 10.01 | | | | | | | | |
| [removed: [10.31](https://www.sec.gov/Archives/edgar/data/866374/000119312523035922/d446099dex101.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/866374/000119312523035922/d446099dex101.htm)] | | | | | | Agreement and Plan of Merger, by and among Flex Ltd., Yuma, Inc., Nextracker Inc. and Yuma Acquisition Corp, dated as of February 7, 2023 | | | | | | 8-K | | | | | | 000-23354 | | | | | | 2/13/2023 | | | | | | 10.1 | | | | | | | | |
None.
| [4.15](https://www.sec.gov/Archives/edgar/data/866374/000110465925111297/tm2530223d4_ex4-4.htm) | | | | | | Eighth Supplemental Indenture, dated as of November 13, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | 11/13/2025 | | | | | | 4.4 | | | | | | | | |
| [4.19](https://www.sec.gov/Archives/edgar/data/866374/000110465925079795/tm2523681d1_ex4-1.htm) | | | | | | Warrant to Purchase Ordinary Shares, dated August 15, 2025 | | | | | | 8-K | | | | | | 000-23354 | | | | | | 8/18/2025 | | | | | | 4.1 | | | | | | | | |
| [10.13](https://www.sec.gov/Archives/edgar/data/866374/000086637425000043/flex-exx1002x6272025.htm) | | | | | | Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for service-based vesting awards (FY26)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 7/25/2025 | | | | | | 10.02 | | | | | | | | |
| [10.14](https://www.sec.gov/Archives/edgar/data/866374/000086637425000043/flex-exx1003x6272025.htm) | | | | | | Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for performance based vesting awards (FY26-EVP, PRES, CFO)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 7/25/2025 | | | | | | 10.03 | | | | | | | | |
| [10.15](https://www.sec.gov/Archives/edgar/data/866374/000086637425000043/flex-exx1004x6272025.htm) | | | | | | Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for performance based vesting awards (FY26-SVP)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 7/25/2025 | | | | | | 10.04 | | | | | | | | |
| [10.30](https://www.sec.gov/Archives/edgar/data/866374/000110465925079795/tm2523681d1_ex10-1.htm) | | | | | | Transaction Agreement, dated as of August 15, 2025, by and between Flex Ltd. and Amazon.com, Inc.ª | | | | | | 8-K | | | | | | 000-23354 | | | | | | 8/18/2025 | | | | | | 10.1 | | | | | | | | |
ª Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
None
| [4.03](https://www.sec.gov/Archives/edgar/data/866374/000104746915007450/a2225866zex-4_04.htm) | | | | | | First Supplemental Indenture, dated as of September 11, 2015, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Registrant’s 4.750% Notes due 2025 | | | | | | S-4 | | | | | | 333-207067 | | | | | | 9/22/2015 | | | | | | 4.04 | | | | | | | | |
| [4](https://www.sec.gov/Archives/edgar/data/866374/000110465924091610/tm2420857d6_ex4-2.htm)[.18](https://www.sec.gov/Archives/edgar/data/866374/000110465924091610/tm2420857d6_ex4-2.htm) | | | | | | Form of 5.250% Global Note due 2032 (included in Exhibit 4.17) | | | | | | 8-K | | | | | | 000-23354 | | | | | | 8/21/2024 | | | | | | 4.3 | | | | | | | | |
| [10.16](https://www.sec.gov/Archives/edgar/data/866374/000086637421000062/flex-exx1002x1012021.htm) | | | | | | Second Amendment to Flex 2010 Deferred Compensation Plan, dated August 16, 2019† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/29/2021 | | | | | | 10.02 | | | | | | | | |
| [10.17](https://www.sec.gov/Archives/edgar/data/866374/000086637421000062/flex-exx1003x1012021.htm) | | | | | | Third Amendment to Flex 2010 Deferred Compensation Plan, dated June 3, 2020† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/29/2021 | | | | | | 10.03 | | | | | | | | |
| [10.20](https://www.sec.gov/Archives/edgar/data/866374/000110465913059063/a13-15132_1ex10d03.htm) | | | | | | Form of 2010 Deferred Compensation Plan Award Agreement (non-performance, periodic vesting, continuing Participant)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 8/2/2013 | | | | | | 10.03 | | | | | | | | |
| [10.21](https://www.sec.gov/Archives/edgar/data/866374/000110465914054018/a14-16160_1ex10d01.htm) | | | | | | Award Agreement under the 2010 Deferred Compensation Plan† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 7/28/2014 | | | | | | 10.01 | | | | | | | | |
| [10.22](https://www.sec.gov/Archives/edgar/data/866374/000086637421000019/flex-exx1002x12312020.htm) | | | | | | Form of Addendum Award Agreement under the 2010 Deferred Compensation Plan (FY21)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 1/29/2021 | | | | | | 10.02 | | | | | | | | |
| [1](https://www.sec.gov/Archives/edgar/data/866374/000086637424000034/flex-exx1005x6282024.htm)[0.23](https://www.sec.gov/Archives/edgar/data/866374/000086637424000034/flex-exx1005x6282024.htm) | | | | | | Form of Addendum Award Agreement under the 2010 Deferred Compensation Plan (FY25)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 7/26/2024 | | | | | | 10.05 | | | | | | | | |
An excerpt. Shown here: 40 of 60 rewritten, all 8 added and all 9 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2026 filing and the FY2025 filing.