Flex historically maintains stock-based compensation plans at the corporate level. The Company grants equity compensation awards under its 2017 Equity Incentive Plan (as amended, the "2017 Plan").


	Fiscal Year Ended March 31,
	2025		2024		2023
	(In millions)
Cost of sales	$	32	$	28	$	24
Selling, general and administrative expenses	93		85		77
Total share-based compensation expense	$	125	$	113	$	101

Cash flows related to tax benefits from stock-based compensation are classified as operating cash flows. During fiscal year 2025, the Company recognized $14 million of tax benefit associated with stock-based compensation expense as an operating cash inflow. No such tax benefits were recognized in fiscal years 2024 and 2023.

As of March 31, 2025, the Company had approximately 18.4 million shares available for grant under the 2017 Plan. The Company grants restricted share unit ("RSU") awards under its 2017 Plan. RSU awards are rights to acquire a specified number of ordinary shares for no cash consideration in exchange for continued service with the Company. RSU awards generally vest in installments over three years, and unvested RSU awards are generally forfeited upon termination of employment.

As of March 31, 2025, the total unrecognized compensation cost related to unvested RSU awards under the 2017 Plan was approximately $196 million. These costs will be amortized generally on a straight-line basis over a weighted-average period of approximately two years. Approximately $14 million of the total unrecognized compensation cost is related to RSU awards granted to certain key employees whereby vesting is contingent on meeting certain market conditions. Approximately $16 million of the total unrecognized compensation cost is related to RSU awards granted to certain key employees whereby vesting is contingent on meeting certain performance conditions.

Valuation and Amortization Method—The fair market value of RSU awards granted, other than those awards with a market condition, is the closing price of the Company's ordinary shares on the date of grant and is generally recognized as compensation expense on a straight-line basis over the respective vesting period.

Valuation and Amortization Method—The Company estimates the fair value of RSU awards granted under the 2017 Plan whereby vesting is contingent on meeting certain market conditions using Monte Carlo simulation. This fair value is then amortized on a straight-line basis over the vesting period, which is the service period.

Expected Volatility of Flex—Volatility used in a Monte Carlo simulation is derived from the historical volatility of Flex's stock price over a period equal to the service period of the RSU awards granted. The service period is three years for those RSU awards granted in fiscal years 2025, 2024, and 2023.

Average Peer Volatility—Volatility used in a Monte Carlo simulation is derived from the historical volatilities of Flex's peer companies for the RSU awards granted in fiscal years 2025, 2024, and 2023.

Average Peer Correlation—Correlation coefficients were used to model the movement of Flex's stock price relative to Flex's peer companies for the RSU awards granted in fiscal years 2025, 2024, and 2023.

Expected Dividend —The Company has never paid dividends on its ordinary shares and accordingly the dividend yield percentage is zero for all periods.

Risk-Free Interest Rate assumptions—The Company bases the risk-free interest rate used in the Monte Carlo simulation on the implied yield currently available on U.S. Treasury constant maturities issued with a term equivalent to the expected term of the RSU awards.

The fair value of the Company's RSU awards under the 2017 Plan, whereby vesting is contingent on meeting certain market conditions, for fiscal years 2025, 2024, and 2023 was estimated using the following weighted-average assumptions:


	Fiscal Year Ended March 31,
	2025		2024		2023
Expected volatility	34.6	%	36.9	%	49.0	%
Average peer volatility	34.0	%	35.2	%	41.4	%
Average peer correlation	0.3		0.4		0.4

Risk-free interest rate	4.4	%	4.3	%	3.0	%

The following table summarizes the Company's RSU award activity under the 2017 Plan ("Price" reflects the weighted-average grant-date fair value):


	Fiscal Year Ended March 31,
	2025			2024			2023
	Shares	Price		Shares	Price		Shares	Price
Unvested RSU awards outstanding, beginning of fiscal year	15,367,056	$	17.73	15,348,615	$	16.79	17,019,559	$	14.13
Granted (1)	5,747,499	33.38		6,162,067	27.86		8,416,650	18.22
Vested (1)	(8,213,127)	16.46		(8,529,857)	14.34		(9,229,198)	12.51
Forfeited (2)	(1,170,193)	20.88		(994,150)	19.76		(858,396)	15.31
Adjustment due to the Nextracker spin-off (3)	—			3,380,381			—
Unvested RSU awards outstanding, end of fiscal year (4)	11,731,235	$	24.96	15,367,056	$	17.73	15,348,615	$	16.79

(1)Included in fiscal years 2025, 2024 and 2023, amounts are 0.7 million, 1.2 million and 1.2 million of share bonus awards representing the number of awards achieved above target levels based on the achievement of certain market and performance conditions for awards granted in fiscal years 2022, 2021 and 2020, respectively. These awards were issued and immediately vested in accordance with the terms and conditions of the underlying awards.

(2)Includes immaterial RSU awards previously granted to Nextracker employees under the 2017 Plan canceled due to the Nextracker spin-off.

(3)Represents an adjustment to the outstanding RSU awards under the terms of the 2017 Plan using a conversion ratio of approximately 1.29 as a result of the Nextracker spin-off.

(4)The weighted-average grant date fair value of the RSUs included in the line item "Adjustment due to the Nextracker spin-off" is equal to the weighted-average grant date fair value of the awards at their respective grant date divided by a factor of approximately 1.29. The weighted-average grant date fair value of the unvested RSUs as of March 31, 2024 reflects the adjustment.

Of the 5.7 million unvested RSU awards granted in fiscal year 2025, approximately 4.0 million are plain-vanilla unvested RSU awards with no performance or market conditions with an average grant date price of $33.08 per share. Further, approximately 0.3 million of these unvested RSU awards granted in fiscal year 2025 represents the target amount of grants made to certain key employees whereby vesting is contingent on certain market conditions, with an average grant date fair value estimated to be $42.36 per award calculated using a Monte Carlo simulation. Vesting information for these shares is further detailed in the table below.

Of the 11.7 million unvested RSU awards outstanding under the 2017 Plan as of the fiscal year ended March 31, 2025, approximately 1.2 million unvested RSU awards represents the target amount of grants made to certain key employees whereby vesting is contingent on meeting certain market conditions summarized as follows:


	Target number of awards as of March 31, 2025 (in shares) (1)				Range of shares that may be issued (2)
		Average grant date fair value (per share)
				Assessment dates
Year of grant					Minimum	Maximum
Fiscal 2025	283,002	$	42.36		—	566,004	June 2027
Fiscal 2024	386,668	$	35.55		—	773,336	June 2026
Fiscal 2023	539,204	$	23.45		—	1,078,408	June 2025
Totals	1,208,874					2,417,748

(1) Includes an adjustment to the outstanding RSU awards under the terms of the 2017 Plan using a conversion ratio of approximately 1.29 as a result of the Nextracker spin-off.

(2) Vesting ranges from zero to 200% based on measurement of Flex's total shareholder return against Flex's peer companies for RSU awards granted in fiscal years 2025, 2024 and 2023.

The Company will continue to recognize share-based compensation expense for awards with market conditions regardless of whether such awards will ultimately vest. During fiscal year 2025, 1.6 million shares vested in connection with the awards with market and performance conditions granted in fiscal year 2022.

Approximately 0.7 million of these unvested RSU awards granted in fiscal year 2025 represents the target amount of grants made to certain key employees whereby vesting is contingent on certain performance conditions, with an average grant date price of $31.14 per share. Vesting information for these shares is further detailed in the table below.

Of the 11.7 million unvested RSU awards outstanding under the 2017 Plan as of the fiscal year ended March 31, 2025, approximately 1.6 million unvested RSU awards represents the target amount of grants made to certain key employees whereby vesting is contingent on meeting certain performance conditions summarized as follows:


	Target number of awards as of March 31, 2025 (in shares) (1)				Range of shares that may be issued (2)
		Average grant date fair value (per share)
				Assessment date
Year of grant					Minimum	Maximum
Fiscal 2025	683,786	$	31.14		—	1,119,404	Mar 2028
Fiscal 2024	386,965	$	26.67		—	773,930	Mar 2027
Fiscal 2023	539,606	$	16.52		—	1,079,212	Mar 2026
Totals	1,610,357					2,972,546

(1) Includes an adjustment to the outstanding RSU awards under the terms of the 2017 Plan using a conversion ratio of approximately 1.29 as a result of the Nextracker spin-off.

(2) Vesting ranges from zero to 200% based on performance of Company's average adjusted earnings per share growth and for certain awards vesting ranges from zero to 100% based on Company's adjusted operating profit goals.

The total intrinsic value of RSU awards vested under the Company's 2017 Plan was $260 million, $227 million and $148 million during fiscal years 2025, 2024 and 2023, respectively, based on the closing price of the Company's ordinary shares on the date vested.