Flex 10-Q 2025-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-23354

FLEX LTD.

(Exact name of registrant as specified in its charter)

(512) 425-7929

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s ordinary shares outstanding as of January 30, 2026 was 367,673,924.

FLEX LTD.

INDEX

PART I. FINANCIAL INFORMATION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Flex Ltd., Singapore

Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated balance sheet of Flex Ltd. and subsidiaries (the “Company”) as of December 31, 2025, the related condensed consolidated statements of operations, comprehensive income, and shareholders’ equity for the three-month and nine-month periods ended December 31, 2025 and December 31, 2024, the condensed consolidated statement of cash flows for the nine-month periods ended December 31, 2025 and December 31, 2024, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of March 31, 2025, and the related consolidated statements of operations, comprehensive income, redeemable noncontrolling interest and shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated May 21, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2025 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

FLEX LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these condensed consolidated financial statements.

FLEX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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Unless otherwise specifically stated, references in this report to “Flex,” “the Company,” “we,” “us,” “our” and similar terms mean Flex Ltd. and its subsidiaries.

This report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The words “expects,” “anticipates,” “believes,” “intends,” “plans” and similar expressions identify forward-looking statements. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Form 10-Q with the Securities and Exchange Commission. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those risks and uncertainties discussed in this section, as well as any risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025. In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements.

OVERVIEW

We are the advanced, end-to-end manufacturing partner of choice that helps a diverse customer base design, build, deliver and manage innovative products that improve the world. Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, we deliver technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets. Our full suite of specialized capabilities includes design and engineering, supply chain, manufacturing, post-production and post-sale services, and proprietary products. We partner with customers across a diverse set of industries including data center, communications, enterprise, consumer, automotive, industrial, healthcare, and power. As of December 31, 2025, our two operating and reportable segments were as follows:

• Flex Agility Solutions ("FAS"), which is comprised of the following end markets:

◦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

• Flex Reliability Solutions ("FRS"), which is comprised of the following end markets:

◦Industrial, including industrial devices, capital equipment, renewables, critical power, and embedded power

◦Automotive, including compute platforms, power electronics, motion, and interface

◦Health Solutions, including medical devices, medical equipment, and drug delivery

Our strategy is to provide customers with a full range of cost competitive, vertically-integrated global supply chain solutions through which we can design, build, ship and service a complete packaged product for our customers. This enables our customers to leverage our supply chain solutions to meet their product requirements throughout the entire product lifecycle.

In today’s business landscape, we are witnessing greater product diversification by many companies, primarily in the technology sector, along with increased product complexity. These companies now require unique and customized manufacturing and supply chain solutions that meet their evolving requirements.

We use a portfolio approach to manage our extensive service offerings. As our customers change the way they go to market, we have the capability to reorganize and rebalance our business portfolio in order to align with our customers' needs and requirements in an effort to optimize operating results. The objective of our business model is to allow us to be flexible and redeploy and reposition our assets and resources as necessary to meet specific customers' supply chain solution needs across all the markets we serve and earn a return on our invested capital above the weighted average cost of that capital.

We believe that our strategy has positioned us to take advantage of the long-term, future growth prospects for outsourcing of advanced manufacturing capabilities, design and engineering services and after-market services.

We are continuously evaluating our capital structure in response to the current environment and expect that our current financial condition, including our liquidity sources are adequate to fund future commitments. See additional discussion in the Liquidity and Capital Resources section below.

Russian Invasion of Ukraine and Israel-Hamas Conflict

We continue to monitor and respond to the conflict in Ukraine and the associated sanctions and other restrictions. We also are monitoring and responding to the Israel-Hamas conflict. The full impact of the conflicts on our business operations and financial performance remains uncertain and will depend on future developments, including the severity and duration of the conflicts and their impact on regional and global economic conditions. We will continue to monitor the conflicts and assess the related restrictions and other effects and pursue prudent decisions for our team members, customers, and business.

During the three and nine-month periods ended December 31, 2025, the Company recognized $5 million and $46 million, respectively, 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 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 near-term inefficiencies. The $46 million in asset impairments, inventory write-downs and other charges are included in restructuring and impairment charges in the condensed consolidated statements of operations. For further information, refer to Part I, Item 1A, Risk Factors - “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.” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

Tariffs

In the fourth quarter of our fiscal year ended March 31, 2025, the U.S. implemented a series of global tariffs, including on a number of countries in which Flex operates. Although we have been and expect to continue to be able to pass tariff costs through to our customers, the global tariff landscape, which continues to evolve, has the potential to meaningfully impact end customer demand. During the three and nine-month periods ended December 31, 2025, 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. If, in the future, we are no longer able to fully pass through these tariffs, our results from operations and cash flows would be negatively impacted. There are several court cases challenging the U.S. administration’s authority to impose tariffs, including a case pending before the U.S. Supreme Court, the outcomes of which could add complexity to our operations in terms of seeking refunds from the U.S. government and adjusting pricing with customers. For further information, refer to Part I, Item 1A, Risk Factors - "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." in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

Business Overview

We are one of the world's largest providers of global supply chain solutions, with revenues of $20.4 billion for the nine-month period ended December 31, 2025 and $25.8 billion in the fiscal year ended March 31, 2025. We have established an extensive network of manufacturing facilities in the world's major consumer and enterprise markets (Asia, the Americas, and Europe) to serve the growing outsourcing needs of both multinational and regional customers. We design, build, ship, and service consumer and enterprise products for our customers through a network of approximately 100 facilities in approximately 30 countries across four continents. 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 sites.

We believe that the combination of our extensive open innovation platform solutions, design and engineering services, advanced supply chain management solutions and services, significant scale and global presence, and manufacturing campuses, including many in low-cost geographic areas, provide us with a competitive advantage and strong differentiation in the market for designing, manufacturing and servicing products for leading multinational and regional customers. Specifically, we offer our customers the ability to simplify their global product development, manufacturing process, and after-sales services, and enable them to meaningfully accelerate their time to market and cost savings.

Our operating results are affected by a number of factors, including the following:

• global economic conditions, including inflationary pressures, currency volatility, stagflation, slower economic growth or recession, high or rising interest rates, trade conflicts, including trade restrictions impacting the semiconductor supply chain, tariffs, geopolitical uncertainty and conflicts (including the ongoing Russia-Ukraine conflict) and instability in financial markets;

• the impacts on our business due to supply chain issues, including component shortages, semiconductors and particularly involving suppliers who are our sole or primary sources, disruptions in transportation or other supply chain related constraints;

• the mix of the manufacturing services we are providing, the number, size, and complexity of new manufacturing programs, the degree to which we utilize our manufacturing capacity, seasonal demand, and other factors;

• the effects on our business when our customers are not successful in marketing their products, or when their products do not gain widespread commercial acceptance;

• our ability to achieve commercially viable production yields and to manufacture components in commercial quantities to the performance specifications demanded by our customers;

• the effects on our business due to certain customers' products having short product lifecycles, our customers' ability to cancel or delay orders or change production quantities or locations, the short-term nature of our customers' commitments and rapid changes in demand;

• the effects that current credit and market conditions could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations;

• integration of acquired businesses and facilities;

• increased labor costs due to adverse labor conditions in the markets we operate;

• changes in tax legislation; and

• changes in trade regulations and treaties

We are also subject to other risks as outlined in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Due to global economic conditions, including the impact of ongoing trade conflicts and tariffs, and geopolitical conflicts (including the Russian invasion of Ukraine and the Israel-Hamas conflict), there has been and we expect there will continue to be uncertainty and disruption in the global economy and financial markets. We have made estimates and assumptions taking into consideration certain possible impacts due to the foregoing factors. These estimates may change, as new events occur, and additional information is obtained. Actual results may differ from previously estimated amounts, and such differences may be material to the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur.

Refer to the accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, where we discuss our more significant judgments and estimates used in the preparation of the condensed consolidated financial statements.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain statements of operations data expressed as a percentage of net sales (amounts may not sum due to rounding). The financial information and the discussion below should be read together with the condensed consolidated financial statements and notes thereto included in this document. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

Net sales

The following table sets forth our net sales by segment, and their relative percentages (the sum of the individual percentages may not equal 100% due to rounding):

Net sales during the three-month period ended December 31, 2025 totaled $7.1 billion, representing an increase of $0.5 billion, or 8% from $6.6 billion during the three-month period ended December 31, 2024. Net sales for our FAS segment increased $0.2 billion, or 6% from the three-month period ended December 31, 2024, primarily driven by a high single-digit percentage increase in our CEC business due to increased demand and a mid single-digit percentage increase in Lifestyle primarily due to net sales contributed by our Orangeburg Manufacturing Facility acquired on February 4, 2025. This was partially offset by a mid single-digit percentage decrease in Consumer Devices due to lower demand. Net sales for our FRS segment increased $0.3 billion, or 10% from the three-month period ended December 31, 2024, which was primarily driven by high-teen percentage growth in our Industrial business with strength in power and high single-digit percentage growth in Health Solutions, partially offset by a low single-digit percentage decrease in our Automotive business due to lower demand. Net sales increased $0.2 billion in the Americas, $0.2 billion in Asia, and $0.1 billion in Europe for a total gain of $0.5 billion.

Net sales during the nine-month period ended December 31, 2025 totaled $20.4 billion, representing an increase of $1.0 billion, or 5% from $19.4 billion during the nine-month period ended December 31, 2024. Net sales for our FAS segment increased $0.7 billion, or 7% from the nine-month period ended December 31, 2024, primarily driven by a mid-teen percentage increase in our CEC business most notably from increased demand in data center cloud, partially offset by a high-teen

percentage decrease in our Consumer Devices business due to lower demand. Net sales for our FRS segment increased $0.3 billion, or 4% from the nine-month period ended December 31, 2024, primarily driven by a high single-digit percentage increase in our Industrial business, primarily in power due to data center growth and business acquisitions, and a low single-digit percentage increase in our Health Solutions business, offset by a low single-digit percentage decrease in our Automotive business due to lower demand. Net sales increased $0.8 billion in the Americas and $0.2 billion in Asia and remained consistent in Europe for a total gain of $1.0 billion.

Our ten largest customers during both the three and nine-month periods ended December 31, 2025 accounted for approximately 46% of net sales. No customer accounted for more than 10% of net sales during the nine-month periods ended December 31, 2025 or December 31, 2024.

Cost of sales

Cost of sales is affected by a number of factors, including the number and size of new manufacturing programs, product mix, labor cost fluctuations by region, component costs and availability and capacity utilization.

Cost of sales during the three-month period ended December 31, 2025 totaled $6.4 billion, representing an increase of $0.4 billion, or 7% from $6.0 billion during the three-month period ended December 31, 2024. The higher cost of sales for the three-month period ended December 31, 2025 was primarily driven by a $0.5 billion, or 8%, increase in consolidated sales, partially offset by cost efficiencies and favorable mix. Cost of sales in our FAS segment for the three-month period ended December 31, 2025 increased by 6% from the three-month period ended December 31, 2024, in line with revenue growth. Cost of sales in our FRS segment for the three-month period ended December 31, 2025 increased by 9% from the three-month period ended December 31, 2024, primarily driven by revenue growth of 10%, partially offset by favorable mix and cost efficiencies.

Cost of sales during the nine-month period ended December 31, 2025 totaled $18.5 billion, representing an increase of $0.8 billion, or 4% from $17.8 billion during the nine-month period ended December 31, 2024. The higher cost of sales for the nine-month period ended December 31, 2025 was primarily driven by a $1.0 billion, or 5% increase in consolidated sales, partially offset by favorable mix and cost efficiencies. Cost of sales in our FAS segment for the nine-month period ended December 31, 2025 increased $0.6 billion, or 6%, from the nine-month period ended December 31, 2024 due to revenue growth of 7%. Cost of sales in our FRS segment for the nine-month period ended December 31, 2025 increased $0.2 billion, or 2%, from the nine-month period ended December 31, 2024 due to revenue growth of 4%, partially offset by favorable mix and cost efficiencies.

Gross profit

Gross profit is affected by fluctuations in net sales and cost of sales elements as outlined above and further by a number of factors, including product lifecycles, unit volumes, product mix, pricing, competition, new product introductions, and the expansion or consolidation of manufacturing facilities, as well as specific restructuring activities initiated from time to time. The flexible design of our manufacturing processes allows us to manufacture a broad range of products in our facilities and better utilize our manufacturing capacity across our diverse geographic footprint and service customers from all markets. In the case of new programs, profitability normally lags revenue growth due to product start-up costs, lower manufacturing program volumes in the start-up phase, operational inefficiencies, and under-absorbed overhead. Gross margin for these programs often improves over time as manufacturing volumes increase, as our utilization rates and overhead absorption improve, and as we increase the level of manufacturing services content. As a result of these various factors, our gross margin varies from period to period.

Gross profit during the three-month period ended December 31, 2025 increased $0.1 billion to $0.7 billion, or 9.6% of net sales, from $0.6 billion, or 9.1% of net sales, during the three-month period ended December 31, 2024. Gross margin improved 50 basis points year over year primarily due to revenue growth, favorable mix and continued operational execution.

Gross profit during the nine-month period ended December 31, 2025 increased $0.3 billion to $1.9 billion, or 9.1% of net sales, from $1.6 billion, or 8.2% of net sales, during the nine-month period ended December 31, 2024. Gross margin improved 90 basis points year over year primarily due to the same factors as for the three-month periods described above.

Segment income

An operating segment's performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include amortization of intangibles, stock-based compensation, certain restructuring and impairment charges, customer related asset impairment, legal and other, interest expense, interest income, other charges (income), net, and equity in earnings of

unconsolidated affiliates. A portion of depreciation is allocated to the respective segments, together with other general corporate, research and development and administrative expenses.

The Company's Chief Executive Officer is our Chief Operating Decision Maker ("CODM") who uses segment income in evaluating how we allocate resources, assess performance and make strategic and operational decisions.

The following table sets forth segment income and margins. Segment margins in the table below may not recalculate exactly due to rounding.

FAS segment margin remained consistent for the three-month period ended December 31, 2025, compared to the three-month period ended December 31, 2024, primarily driven by growth in our higher margin CEC business, offset by unfavorable mix in our consumer businesses. The FAS segment margin increased 40 basis points, to 6.3% for the nine-month period ended December 31, 2025 from 5.9% for the nine-month period ended December 31, 2024, primarily due to favorable mix with growth being driven by our cloud business.

FRS segment margin increased 50 basis points to 7.2% for the three-month period ended December 31, 2025, compared to 6.7% for the three-month period ended December 31, 2024, primarily due to favorable mix with growth in core Industrial, Health Solutions and our power business. FRS segment margin increased 90 basis points to 6.6% for the nine-month period ended December 31, 2025 compared to 5.7% for the nine-month period ended December 31, 2024, primarily due to the same factors as for the three-month period.

Restructuring and impairment charges

We undertook targeted restructuring activities to improve operational efficiencies by reducing excess workforce capacity. During the three and nine-month periods ended December 31, 2025, we recognized $6 million and $39 million of restructuring charges, respectively, primarily related to employee severance. In addition, during the three and nine-month periods ended December 31, 2025, we incurred $5 million and $46 million in impairment and other charges related to a missile strike on our Mukachevo, Ukraine facility, as discussed in the Overview section above.

Selling, general and administrative expenses

Selling, general and administrative expenses (“SG&A”) was $0.3 billion, or 3.8% of net sales, during the three-month period ended December 31, 2025, increasing by $29 million compared to the three-month period ended December 31, 2024. The increase was largely driven by increases in employee compensation and other corporate costs. SG&A was $0.8 billion or 3.7%, of net sales, during the nine-month period ended December 31, 2025, increasing by $93 million from $0.7 billion or 3.5% of net sales during the nine-month period ended December 31, 2024, driven by the same factors as noted for the three-month period.

Intangible amortization

Amortization of intangible assets decreased to $15 million for the three-month period ended December 31, 2025, compared to $17 million in the previous year as certain intangible assets fully amortized during fiscal year 2026. Amortization increased to $52 million during the nine-month period ended December 31, 2025, from $49 million for the nine-month period ended December 31, 2024 as a result of acquisitions in the second half of fiscal year 2025.

Interest expense

Interest expense increased to $58 million for the three-month period ended December 31, 2025, from $57 million during the three-month period ended December 31, 2024, primarily due to senior debt issuances during the quarter. Interest expense decreased to $161 million during the nine-month period ended December 31, 2025 compared to $166 million during the nine-month period ended December 31, 2024. Decreased interest expense for the nine-month period was primarily driven by reduced receivables factoring costs, partially offset by increased interest expense on our long-term debt.

Interest income

Interest income decreased to $15 million for the three-month period ended December 31, 2025 compared to $16 million for the same period in fiscal year 2025. Interest income decreased to $38 million for the nine-month period ended December 31,

2025 compared to $48 million for the nine-month period ended December 31, 2024. The decrease in interest income is primarily due to lower interest rates, and lower average cash balances.

Other charges (income), net

Other charges, net was $25 million during the three-month period ended December 31, 2025 compared to $5 million during the three-month period ended December 31, 2024. The increase was primarily due to an impairment recorded on one of Flex's unconsolidated cost method investments of $21 million during the quarter.

Other charges, net was $19 million for the nine-month periods ended December 31, 2025 compared to $1 million in income during the nine-month periods ended December 31, 2024. The increase was due to the aforementioned impairment on one of Flex's unconsolidated cost method investments.

Equity in earnings (losses) of unconsolidated affiliates

Equity in losses of unconsolidated affiliates was $1 million during the three-month period ended December 31, 2025, compared to zero in the three-month period ended December 31, 2024, primarily due to losses in certain non-core equity method investments.

Equity in losses of unconsolidated affiliates was $26 million during the nine-month periods ended December 31, 2025, compared to $3 million in the nine-month period ended December 31, 2024, primarily due to losses related to a specific venture capital fund.

Income taxes

Certain of our subsidiaries, at various times, have been granted tax relief in their respective countries, resulting in lower income taxes than would otherwise be the case under ordinary tax rates. Refer to note 15, “Income Taxes” of the notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 for further discussion.

The consolidated effective tax rate was 25% and 24% for the three and nine-month periods ended December 31, 2025, and 9% and 17% for the three and nine-month periods ended December 31, 2024, respectively. The effective tax rate varies from the Singapore statutory rate of 17% as a result of recognition of earnings in different jurisdictions (we generate most of our revenues and profits from operations outside of Singapore), operating loss carryforwards, income tax credits, release of previously established valuation allowances for deferred tax assets, liabilities for uncertain tax positions, as well as the effects of certain tax holidays and incentives granted to our subsidiaries primarily in China, Costa Rica, Malaysia, the Netherlands and Israel. The effective tax rate for the three-month period ended December 31, 2025 was higher than the effective tax rate for the three-month period ended December 31, 2024 for a variety of reasons, primarily due to the changing jurisdictions of income and recognition of a $19 million income tax expense related to an audit settlement with a foreign tax authority during the three-month period ended December 31, 2025 and recognition of a $26 million interest receivable on an income tax receivable for prior period taxes paid by one of its Brazilian subsidiaries during the three-month period ended December 31, 2024.

The OECD Pillar Two Global Anti-Base Erosion (“GloBE”) model rules, issued under the OECD Inclusive Framework on Base Erosion and Profit Shifting, introduce a global minimum tax of 15% applicable to multinational enterprise groups with consolidated financial statement revenue in excess of €750 million. Numerous foreign jurisdictions have already enacted tax legislation based on the GloBE rules, with some effective as early as January 1, 2024. As of December 31, 2025 the Company has reflected all estimated impacts of the Pillar Two GloBE minimum tax accordingly within its estimated annual effective tax rate for the year.

On July 4, 2025, The One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA makes permanent various provisions of the Tax Cuts and Jobs Act which otherwise would have expired as well as makes significant modifications to the U.S. international tax framework. The Company is in the process of evaluating the impact of the OBBBA on our consolidated financial statements.

Net income

Net income was $239 million during the three-month period ended December 31, 2025, compared to $263 million during the three-month period ended December 31, 2024 and net income was $630 million during the nine-month period ended December 31, 2025 compared to $616 million during the nine-month period ended December 31, 2024, driven by the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

We continuously evaluate our ability to meet our obligations over the next 12 months and beyond and proactively reset our capital structure to improve maturities and liquidity. We expect that our current financial condition, including our liquidity sources are adequate to fund current and future commitments. As of December 31, 2025, we had cash and cash equivalents of approximately $3.1 billion, bank and other borrowings of approximately $4.4 billion and a $2.75 billion revolving credit facility under which we had no borrowings outstanding. We also issued $600 million of 5.375% Notes due November 2035 and $150 million of 5.250% Notes due January 2032 in the third quarter of fiscal year 2026. As of December 31, 2025, we were in compliance with the covenants under all of our credit facilities and indentures; we also expect to remain in compliance with the covenants in the upcoming 12 months for our credit facilities and indentures.

Cash provided by operating activities was $1.3 billion during the nine-month period ended December 31, 2025, primarily driven by $0.6 billion of net income for the period plus $0.4 billion of non-cash charges such as depreciation, amortization, and impairment charges and $0.2 billion of changes in working capital and other.

We believe net working capital is a key metric that measures our liquidity. Net working capital is calculated as current assets less current liabilities. Net working capital increased $1.3 billion to $4.3 billion as of December 31, 2025, from $3.0 billion as of March 31, 2025. The increase was primarily the result of a $0.5 billion decrease in the current portion of long-term debt driven by the repayment of the 4.750% Senior Notes during the first quarter, along with a $0.8 billion increase in cash and cash equivalents driven by the net increase from senior note issuances and repayments. Other movements in working capital largely offset themselves with increases of $0.2 billion in accounts receivable, $0.3 billion in contract assets, $0.5 billion in inventory, and $0.6 billion in other current assets (principally customer-controlled inventory), against increases of $1.3 billion in accounts payable and $0.2 billion in other current liabilities.

Net cash used in investing activities was $0.5 billion during the nine-month period ended December 31, 2025. This was primarily driven by $0.4 billion of net capital expenditures for property and equipment to continue expanding capabilities and capacity in support of our business growth as well as payment for a business acquisition during the period.

We believe free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make investments, fund acquisitions, repurchase company shares and for certain other activities. Our free cash flow is defined as cash from operations, less net purchases of property and equipment allowing us to present adjusted cash flows on a consistent basis for investors. Our free cash flow for the nine-month periods ended December 31, 2025 and December 31, 2024 was an inflow of $0.8 billion during both periods. Free cash flow is not a measure of liquidity under U.S. GAAP, and may not be defined and calculated by other companies in the same manner. Free cash flow should not be considered in isolation or as an alternative to net cash provided by operating activities. Free cash flows reconcile to the most directly comparable GAAP financial measure of cash flows from operations as follows:

Cash used by financing activities was $46 million during the nine-month period ended December 31, 2025, which was primarily driven by $0.7 billion of cash paid for the repurchase of our ordinary shares and debt repayments of $0.5 billion, offset by $1.3 billion of proceeds from debt issuances. Refer to Note 6 and Note 14 to the condensed, consolidated financial statements in Item 1, "Financial Statements" for additional details.

Our cash balances are generated and held in numerous locations throughout the world. Liquidity is affected by many factors, some of which are based on normal ongoing operations of the business and some of which arise from fluctuations related to global economics and markets. Local government regulations may restrict our ability to move cash balances to meet cash needs under certain circumstances; however, any current restrictions are not material. We do not currently expect such regulations and restrictions to impact our ability to pay vendors and conduct operations throughout the global organization. We believe that our existing cash balances, together with anticipated cash flows from operations and borrowings available under our credit facilities, will be sufficient to fund our operations through at least the next twelve-month period and beyond. As of December 31, 2025 and March 31, 2025, approximately 52% and 81%, respectively, of our cash and cash equivalents were held by foreign subsidiaries outside of Singapore. Although substantially all of the amounts held outside of Singapore could be repatriated under current laws, a significant amount could be subject to income tax withholdings. We provide for tax liabilities

on these amounts for financial statement purposes, except for certain of our foreign earnings that are considered indefinitely reinvested outside of Singapore (approximately $0.8 billion as of March 31, 2025). Repatriation could result in an additional income tax payment; however, for the majority of our foreign entities, our intent is to permanently reinvest these funds outside of Singapore and our current plans do not demonstrate a need to repatriate them to fund our operations in jurisdictions outside of where they are held. Where local restrictions prevent an efficient intercompany transfer of funds, our intent is that cash balances would remain outside of Singapore and we would meet our liquidity needs through ongoing cash flows, external borrowings, or both.

Future liquidity needs will depend on fluctuations in levels of inventory, accounts receivable and accounts payable, the timing of capital expenditures for new equipment, the extent to which we utilize operating leases for new facilities and equipment, and the levels of shipments and changes in the volumes of customer orders.

We maintain a commercial paper program which provides short-term financing under which there were no borrowings outstanding as of December 31, 2025.

Historically, we have funded operations from cash and cash equivalents generated from operations, proceeds from public offerings of equity and debt securities, bank debt and lease financings. We may enter into debt and equity financings, sales of accounts receivable and lease transactions to fund acquisitions and anticipated growth as needed.

The sale or issuance of equity or convertible debt securities could result in dilution to current shareholders. Further, we may issue debt securities that have rights and privileges senior to those of holders of ordinary shares, and the terms of this debt could impose restrictions on operations and could increase debt service obligations. This increased indebtedness could limit our flexibility as a result of debt service requirements and restrictive covenants, potentially affect our credit ratings, and may limit our ability to access additional capital or execute our business strategy. Any downgrades in credit ratings could adversely affect our ability to borrow as a result of more restrictive borrowing terms. We continue to assess our capital structure and evaluate the merits of redeploying available cash to reduce existing debt or repurchase ordinary shares.

Under our current share repurchase program, our Board of Directors authorized repurchases of our outstanding ordinary shares for up to $1.7 billion in accordance with the share purchase mandate approved by our shareholders at the date of the most recent Annual General Meeting which was held on August 6, 2025. During the nine-month period ended December 31, 2025, we paid $0.7 billion to repurchase shares under the current and previous repurchase plans at an average price of $46.22 per share. As of December 31, 2025, shares in the aggregate amount of $1.3 billion were available to be repurchased under the current plan.

Warrant

On August 15, 2025, the Company issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC (“Warrantholder”), a wholly-owned subsidiary of Amazon.com, Inc. (“Parent”) to purchase up to an aggregate of 3,859,851 ordinary shares of the Company (“Warrant Shares”) at an exercise price of $51.29 per share. The Warrant allows for cashless exercise and expires on August 15, 2030. The Warrant Shares are subject to vesting based on qualifying payments (as defined in the Warrant) for the purchase of all products and services by or on behalf of Parent and its affiliates over the term of the Warrant. The expense associated with the Warrant Shares will be recorded as a deduction to revenue as the customer purchases products and services over the vesting period. The Company recorded charges of $5 million related to the Warrant during the nine-month period ended December 31, 2025.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Information regarding our long-term debt payments, operating lease payments, capital lease payments and other commitments is provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on our Form 10-K for the fiscal year ended March 31, 2025.

In June 2025, the Company drew down the 2027 Delayed Draw Term Loan and repaid the 4.750% Senior Notes due June 2025. We issued $600 million of 5.375% Notes due November 2035 and $150 million of 5.250% Notes due January 2032 in the third quarter of fiscal year 2026. There were no other material changes in our contractual obligations and commitments as of December 31, 2025.

There were no material changes in our exposure to market risks for changes in interest and foreign currency exchange rates for the nine-month period ended December 31, 2025 as compared to the fiscal year ended March 31, 2025.

(a) Evaluation of Disclosure Controls and Procedures

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 December 31, 2025. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, 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.

(b) Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of our material legal proceedings, see note 13 “Commitments and Contingencies” in the notes to the condensed consolidated financial statements, which is incorporated herein by reference.

In addition to the other information set forth in this report, you should carefully consider the risks and uncertainties discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be not material also may materially and adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of our ordinary shares made by us for the period from September 27, 2025 through December 31, 2025:

(1)On August 6, 2025, our Board of Directors authorized repurchases of our outstanding ordinary shares for up to $1.7 billion. This is in accordance with the share purchase mandate whereby our shareholders approved a repurchase limit of 20% of our issued ordinary shares outstanding at the Annual General Meeting held on the same date as the Board authorization. As of December 31, 2025, shares in the aggregate amount of $1.3 billion were available to be repurchased under the current plan.

(2)During the period from September 27, 2025 through December 31, 2025, all purchases were made pursuant to the programs discussed above in open market transactions. All purchases were made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

Insider Trading Arrangements

During the fiscal quarter ended December 31, 2025, the officer listed below adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

On December 8, 2025, Hooi Tan, Chief Operating Officer, adopted a trading plan that provides for the sale of up to 70,000 ordinary shares of the Company. The plan will terminate on December 10, 2026, subject to early termination for certain specified events set forth in the plan.

No other officers 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 408, during the fiscal quarter ended December 31, 2025.

EXHIBIT INDEX

• This exhibit is furnished with this Quarterly Report on Form 10-Q, is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of Flex Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.