Flex (FLEX) EVP sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

FLEX LTD. executive vice president and general counsel David Scott Offer reported open-market sales of 27,469 ordinary shares of FLEX on June 17–18, 2026. According to the disclosure, these shares were sold to cover tax withholding obligations related to the vesting of performance-based restricted share units and other RSUs. Following the transactions, he holds 91,122 ordinary shares directly and 54,721 ordinary shares indirectly through a trust.

Insider Trade Summary

Net Seller: 27,469 shares ($3,973,617)

Net Sell 9 txns

Insider OFFER DAVID SCOTT

Role EVP, General Counsel

Sold 27,469 shs ($3.97M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	2,249	$144.8809	$326K
Sale	Ordinary Shares	4,200	$145.3645	$611K
Sale	Ordinary Shares	208	$146.3862	$30K
Sale	Ordinary Shares	529	$141.7206	$75K
Sale	Ordinary Shares	4,560	$143.18	$653K
Sale	Ordinary Shares	4,575	$144.205	$660K
Sale	Ordinary Shares	10,252	$145.1936	$1.49M
Sale	Ordinary Shares	896	$145.8334	$131K
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 95,530 shares (Direct, null); Ordinary Shares — 54,721 shares (Indirect, By Trust)

Footnotes (1)

1. 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 performance-based restricted share units. Price reflects weighted average sales price; actual sales prices ranged from $141.58 to $141.86. 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. Price reflects weighted average sales price; actual sales prices ranged from $142.64 to $143.63. 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. Price reflects weighted average sales price; actual sales prices ranged from $143.66 to $144.64. 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. Price reflects weighted average sales price; actual sales prices ranged from $144.665 to $145.66. 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. Price reflects weighted average purchase price; actual purchase prices ranged from $145.71 to $146.15. 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. 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 restricted share units ("RSUs"). Price reflects weighted average sales price; actual sales prices ranged from $144.08 to $145.077. 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. Price reflects weighted average sales price; actual sales prices ranged from $145.08 to $146.07. 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. Price reflects weighted average sales price; actual sales prices ranged from $146.26 to $146.56. 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. Includes the following: (1) 7,164 unvested RSUs, which will vest in three equal annual installments beginning on June 11, 2027; (2) 9,384 unvested RSUs, which will vest on June 12, 2027; and (3) 13,381 unvested RSUs, which will vest in two equal annual installments beginning on June 12, 2027. 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

Shares sold: 27,469 shares Direct holdings after transactions: 91,122 shares Indirect holdings by trust: 54,721 shares +5 more

8 metrics

Shares sold 27,469 shares Open-market sales on June 17–18, 2026 to cover tax withholding

Direct holdings after transactions 91,122 shares Ordinary shares held directly by David Scott Offer after sales

Indirect holdings by trust 54,721 shares Ordinary shares held indirectly by trust as of June 17, 2026

Largest single reported sale 10,252 shares Ordinary shares sold on June 17, 2026 at $145.1936 per share

Sample sale price $146.3862 per share Weighted average price for a 208-share sale on June 18, 2026

Unvested RSUs vesting annually 7,164 RSUs Unvested RSUs vesting in three equal annual installments from June 11, 2027

Single-date unvested RSUs 9,384 RSUs Unvested RSUs vesting on June 12, 2027

Two-installment unvested RSUs 13,381 RSUs Unvested RSUs vesting in two equal annual installments from June 12, 2027

Key Terms

performance-based restricted share units, restricted share units ("RSUs"), weighted average sales price, unvested RSUs, +1 more

5 terms

performance-based restricted share units financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of performance-based restricted share units"

Performance-based restricted share units are promises to give company stock to employees or executives only if the business hits specified targets, such as revenue, profit or stock performance; think of them as a bonus paid in shares that only vests when certain goals are met. They matter to investors because they align management incentives with shareholder outcomes, can dilute share count when paid out, and reveal how leadership is being rewarded and what milestones the company expects to reach.

restricted share units ("RSUs") financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted share units ("RSUs")"

weighted average sales price financial

"Price reflects weighted average sales price; actual sales prices ranged from $141.58 to $141.86."

unvested RSUs financial

"Includes the following: (1) 7,164 unvested RSUs, which will vest in three equal annual installments"

contingent right financial

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

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Form 4 Insider Transactions: What Each Field Means →

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)
06/17/2026

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	06/17/2026		S(1)		529	D	$141.7206(2)	118,062	D
Ordinary Shares	06/17/2026		S(1)		4,560	D	$143.18(3)	113,502	D
Ordinary Shares	06/17/2026		S(1)		4,575	D	$144.205(4)	108,927	D
Ordinary Shares	06/17/2026		S(1)		10,252	D	$145.1936(5)	98,675	D
Ordinary Shares	06/17/2026		S(1)		896	D	$145.8334(6)	97,779	D
Ordinary Shares	06/18/2026		S(7)		2,249	D	$144.8809(8)	95,530	D
Ordinary Shares	06/18/2026		S(7)		4,200	D	$145.3645(9)	91,330	D
Ordinary Shares	06/18/2026		S(7)		208	D	$146.3862(10)	91,122(11)(12)	D
Ordinary Shares								54,721	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. 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 performance-based restricted share units.

2. Price reflects weighted average sales price; actual sales prices ranged from $141.58 to $141.86. 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.

3. Price reflects weighted average sales price; actual sales prices ranged from $142.64 to $143.63. 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 $143.66 to $144.64. 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 $144.665 to $145.66. 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 purchase price; actual purchase prices ranged from $145.71 to $146.15. 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. 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 restricted share units ("RSUs").

8. Price reflects weighted average sales price; actual sales prices ranged from $144.08 to $145.077. 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 sales price; actual sales prices ranged from $145.08 to $146.07. 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. Price reflects weighted average sales price; actual sales prices ranged from $146.26 to $146.56. 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.

11. Includes the following: (1) 7,164 unvested RSUs, which will vest in three equal annual installments beginning on June 11, 2027; (2) 9,384 unvested RSUs, which will vest on June 12, 2027; and (3) 13,381 unvested RSUs, which will vest in two equal annual installments beginning on June 12, 2027.

12. 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	06/22/2026
	** 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)