Flex EVP sells shares to cover PSU tax withholding

FLEX LTD. executive vice president and general counsel David Scott Offer reported a combination of share awards and sales.

Rhea-AI Filing Summary

FLEX LTD. executive vice president and general counsel David Scott Offer reported a combination of share awards and sales. On May 8, 2026, he acquired 43,724 ordinary shares at $0.00 per share through the vesting of performance-based restricted share units covering a three-year period ending March 31, 2026. On May 11, 2026, he sold 22,212 ordinary shares in multiple open-market transactions at weighted average prices ranging from about $138.11 to $144.77, with a footnote stating these sales were made to cover tax withholding obligations from the PSU vesting. He also reports unvested restricted share units of 18,768, 20,071, and 14,574 shares scheduled to vest in 2026, each representing a right to receive one ordinary share upon vesting.

Insider Trade Summary

Net Seller: 22,212 shares

Net Sell 9 txns

Insider OFFER DAVID SCOTT

Role EVP, General Counsel

Sold 22,212 shs ($3.16M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	1,479	$138.6103	$205K
Sale	Ordinary Shares	1,882	$139.635	$263K
Sale	Ordinary Shares	2,767	$140.596	$389K
Sale	Ordinary Shares	1,453	$141.5232	$206K
Sale	Ordinary Shares	5,952	$142.9593	$851K
Sale	Ordinary Shares	7,102	$143.8863	$1.02M
Sale	Ordinary Shares	1,577	$144.479	$228K
Grant/Award	Ordinary Shares	43,724	$0.00	$0.00
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 74,926 shares (Direct); Ordinary Shares — 106,471 shares (Indirect, By Trust)

Footnotes (11)

1. F1. On June 14, 2023, the Reporting Person was awarded performance-based restricted share units ("PSUs") within a preset range, with the actual number contingent upon the achievement of a certain performance criterion with respect to the three-year performance period ending on March 31, 2026. The Issuer certified the achievement of the performance criterion, and the PSUs fully vested, on May 8, 2026, and were subject to applicable taxes upon delivery.
2. F2. The sales reported in this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of PSUs.
3. F3. Price reflects weighted average sales price; actual sales prices ranged from $138.11 to $139.093. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
4. F4. Price reflects weighted average sales price; actual sales prices ranged from $139.11 to $140.09. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
5. F5. Price reflects weighted average sales price; actual sales prices ranged from $140.12 to $141.11. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
6. F6. Price reflects weighted average sales price; actual sales prices ranged from $141.131 to $142.125. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
7. F7. Price reflects weighted average sales price; actual sales prices ranged from $142.354 to $143.33. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
8. F8. Price reflects weighted average sales price; actual sales prices ranged from $143.357 to $144.355. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
9. F9. Price reflects weighted average purchase price; actual purchase prices ranged from $144.36 to $144.77. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
10. F10. Includes the following: (1) 18,768 unvested restricted share units ("RSUs"), which will vest in two equal annual installments beginning on June 12, 2026; (2) 20,071 unvested RSUs, which will vest in three equal annual installments beginning on June 12, 2026; and (3) 14,574 unvested RSUs, which will vest on June 14, 2026.
11. F11. Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not been previously forfeited.

Key Figures

PSU vesting shares: 43,724 shares Shares sold for taxes: 22,212 shares Sale price range: $138.11–$144.77 per share +4 more

7 metrics

PSU vesting shares 43,724 shares Performance-based restricted share units vested on May 8, 2026 at $0.00

Shares sold for taxes 22,212 shares Open-market sales on May 11, 2026 to cover tax withholding

Sale price range $138.11–$144.77 per share Weighted average price ranges from multiple sale tranches

Unvested RSUs tranche 1 18,768 RSUs Vest in two equal annual installments beginning June 12, 2026

Unvested RSUs tranche 2 20,071 RSUs Vest in three equal annual installments beginning June 12, 2026

Unvested RSUs tranche 3 14,574 RSUs Vest on June 14, 2026 in a single installment

Indirect trust holding 106,471 shares Ordinary shares held indirectly by trust as of May 8, 2026

Key Terms

performance-based restricted share units ("PSUs"), restricted share units ("RSUs"), tax withholding obligations, weighted average sales price, +1 more

5 terms

performance-based restricted share units ("PSUs") financial

"the Reporting Person was awarded performance-based restricted share units ("PSUs") within a preset range"

restricted share units ("RSUs") financial

"Includes the following: (1) 18,768 unvested restricted share units ("RSUs"), which will vest"

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of PSUs"

weighted average sales price financial

"Price reflects weighted average sales price; actual sales prices ranged from"

contingent right to receive one unrestricted, fully transferable share financial

"Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share"

FAQ

What insider transactions did FLEX (FLEX) report for David Scott Offer?

FLEX reported that EVP and General Counsel David Scott Offer received 43,724 ordinary shares from vested performance-based units, then sold 22,212 shares in open-market trades. The filing notes these sales were specifically made to cover tax withholding obligations related to the vesting event.

How many FLEX (FLEX) shares did David Scott Offer sell and at what prices?

David Scott Offer sold 22,212 FLEX ordinary shares in several open-market transactions. Weighted average prices cited in the filing ranged between $138.11 and $144.77 per share, with detailed price ranges provided in multiple footnotes for each sale tranche.

Why did FLEX executive David Scott Offer sell shares according to the Form 4?

The Form 4 states that the FLEX executive’s sales were made to cover tax withholding obligations. These obligations arose from the vesting and delivery of performance-based restricted share units that converted into 43,724 ordinary shares on May 8, 2026.

What equity award did David Scott Offer receive from FLEX (FLEX)?

He received 43,724 FLEX ordinary shares at $0.00 per share when performance-based restricted share units fully vested. These PSUs were granted within a preset range, with the actual number tied to a performance criterion over a three-year period ending March 31, 2026.

What unvested RSUs does David Scott Offer still hold in FLEX (FLEX)?

The filing notes he holds 18,768 unvested RSUs vesting in two annual installments from June 12, 2026, 20,071 unvested RSUs vesting in three installments from that date, and 14,574 unvested RSUs vesting on June 14, 2026, each convertible into one ordinary share.

Does the FLEX (FLEX) Form 4 show any indirect holdings for David Scott Offer?

Yes. One entry lists 106,471 FLEX ordinary shares as an indirect holding "By Trust" as of May 8, 2026. This indicates additional exposure through a trust structure, separate from his directly held and awarded equity positions reported in the same Form 4.

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Accepted by SEC EDGAR 05/12/2026 - 09:51 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OFFER DAVID SCOTT

(Last) (First) (Middle)

C/O FLEXTRONICS INTERNATIONAL USA, INC.

12515-8 RESEARCH BLVD, SUITE 300

(Street)

AUSTIN TEXAS 78759

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FLEX LTD. [ FLEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	05/08/2026		A		43,724(1)	A	$0	97,138	D
Ordinary Shares	05/11/2026		S(2)		1,479	D	$138.6103(3)	95,659	D
Ordinary Shares	05/11/2026		S(2)		1,882	D	$139.635(4)	93,777	D
Ordinary Shares	05/11/2026		S(2)		2,767	D	$140.596(5)	91,010	D
Ordinary Shares	05/11/2026		S(2)		1,453	D	$141.5232(6)	89,557	D
Ordinary Shares	05/11/2026		S(2)		5,952	D	$142.9593(7)	83,605	D
Ordinary Shares	05/11/2026		S(2)		7,102	D	$143.8863(8)	76,503	D
Ordinary Shares	05/11/2026		S(2)		1,577	D	$144.479(9)	74,926(10)(11)	D
Ordinary Shares								106,471	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On June 14, 2023, the Reporting Person was awarded performance-based restricted share units ("PSUs") within a preset range, with the actual number contingent upon the achievement of a certain performance criterion with respect to the three-year performance period ending on March 31, 2026. The Issuer certified the achievement of the performance criterion, and the PSUs fully vested, on May 8, 2026, and were subject to applicable taxes upon delivery.

2. The sales reported in this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of PSUs.

3. Price reflects weighted average sales price; actual sales prices ranged from $138.11 to $139.093. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.

4. Price reflects weighted average sales price; actual sales prices ranged from $139.11 to $140.09. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.

5. Price reflects weighted average sales price; actual sales prices ranged from $140.12 to $141.11. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.

6. Price reflects weighted average sales price; actual sales prices ranged from $141.131 to $142.125. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.

7. Price reflects weighted average sales price; actual sales prices ranged from $142.354 to $143.33. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.

8. Price reflects weighted average sales price; actual sales prices ranged from $143.357 to $144.355. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.

9. Price reflects weighted average purchase price; actual purchase prices ranged from $144.36 to $144.77. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.

10. Includes the following: (1) 18,768 unvested restricted share units ("RSUs"), which will vest in two equal annual installments beginning on June 12, 2026; (2) 20,071 unvested RSUs, which will vest in three equal annual installments beginning on June 12, 2026; and (3) 14,574 unvested RSUs, which will vest on June 14, 2026.

11. Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not been previously forfeited.

Remarks:

	/s/ David Scott Offer, by Kristine Murphy as attorney-in-fact	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)