FLEX LTD.

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, 2026, 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.

We are including the following additional risk factors, which supplement the risk factors disclosed in our Annual Report on Form 10-K for the year ended March 31, 2026, and which should be read in conjunction with our description of risk factors in Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026:

Flex has incurred $4.4 billion of short-term acquisition indebtedness that must be repaid within 364 days, and repayment depends on the completion of the spin-off of SpinCo and the related SpinCo financings.

Flex has funded its $4.4 billion acquisition of EPC Power Corp. with $3.3 billion of borrowings under a senior term loan credit facility and $1.1 billion of borrowings under a senior bridge term loan credit facility. Each facility matures on October 13, 2027. Flex intends to repay both with the funds from a cash distribution from SpinCo, which SpinCo expects to fund with its term loans and its issuance of Series A Preferred Stock. Flex must prepay the Flex Term Loan Facility within one business day after the SpinCo term loans are funded. If the spin-off of SpinCo is delayed beyond the maturity of these facilities, or does not occur, Flex would need to repay or refinance up to $4.4 billion from other sources. Those sources might not be available on acceptable terms, or at all.

If the spin-off of SpinCo is delayed or does not occur, SpinCo must redeem its Series A Preferred Stock at a premium, and Flex has guaranteed that redemption.

On the basis that SpinCo completes its intended issuance of Series A Preferred Stock, if the spin-off of SpinCo does not occur before December 31, 2027, SpinCo must redeem all of the Series A Preferred Stock. The redemption price may be paid in cash, Flex ordinary shares, or a combination thereof, at SpinCo’s election, and such election by SpinCo is subject to approval by Flex. The redemption price is 115% of the stated value of $2 billion if paid in cash, or 125% if paid in Flex ordinary shares. Cash dividends already paid are deducted, and the price is grossed up for taxes at an assumed 25.5% rate. To the extent Flex ordinary shares are used to pay the redemption price, SpinCo and holders of the Series A Preferred Stock will use commercially reasonable efforts to mutually agree on the number of Flex ordinary shares to be delivered prior to December 1, 2027, and Flex has agreed to provide customary registration rights with respect to such Flex ordinary shares. Flex has irrevocably and unconditionally guaranteed the redemption. Paying the redemption price in cash would require Flex to use substantial liquidity or incur additional debt. A share settlement would be dilutive to Flex shareholders.