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Flex Insider Filing: 4,713 RSUs Awarded to Director Harris

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Flex Ltd. (FLEX) Form 4 filing – Director equity grant. On 08/06/2025, non-employee director John D. Harris II received 4,713 restricted share units (RSUs) under the company’s Amended & Restated 2017 Equity Incentive Plan. The grant, reported with transaction code “A”, carries no cash cost (price $0) and vests in full immediately prior to the 2026 annual general meeting.

Following the award, Harris beneficially owns 54,391 ordinary shares, including the unvested RSUs. Ownership is reported as direct. No derivative securities or share disposals were disclosed. The filing reflects routine annual director compensation and does not indicate any open-market buying or selling by the insider.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine RSU grant; negligible market impact.

The award adds roughly US$140k–160k of equity (assuming a mid-$30 share price) to the director’s stake, bringing total direct ownership to 54.4k shares. Such annual grants are customary for Flex’s board and do not alter float, capital structure, or guidance. Investors typically view RSU awards to directors as standard retention tools rather than buy or sell signals. Consequently the filing is informational, with minimal implications for valuation or trading liquidity.

TL;DR: Consistent with board compensation policy; neutral governance signal.

The RSU issuance follows the compensation framework detailed in the June 24, 2025 proxy, evidencing adherence to disclosed policies. Vesting aligns with the 2026 AGM, promoting director alignment across the fiscal year. There are no red flags such as accelerated vesting, option repricing, or unusual grant sizing. Therefore, the event is governance-neutral and maintains best-practice alignment incentives without shareholder dilution concerns.

Insider HARRIS JOHN D
Role Director
Type Security Shares Price Value
Grant/Award Ordinary Shares 4,713 $0.00 --
Holdings After Transaction: Ordinary Shares — 54,391 shares (Direct)
Footnotes (1)
  1. On August 6, 2025, the Reporting Person was awarded a total of 4,713 restricted share units ("RSUs") pursuant to the terms of the annual equity award to Non-Employee Directors under the Issuer's Amended and Restated 2017 Equity Incentive Plan as more fully described in the section titled "Fiscal Year 2025 Non-Employee Directors' Compensation" beginning on page 24 of the Issuer's Proxy Statement filed with the SEC on June 24, 2025. Each RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not previously forfeited. The award shall vest in full on the date immediately prior to the date of Issuer's 2026 annual general meeting. Includes 4,713 unvested RSUs, which vest in full on the date immediately prior to the date of Issuer's 2026 annual general meeting. Each unvested RSU represents a contingent right to receive one unrestricted, fully transferrable share for each vested RSU which has not been previously forfeited.
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*
HARRIS JOHN D
(Last) (First) (Middle)
C/O FLEXTRONICS INTERNATIONAL USA, INC.
12515-8 RESEARCH BLVD, SUITE 300
(Street)
AUSTIN TX 78759
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FLEX LTD. [ FLEX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 08/06/2025 A 4,713(1) A $0 54,391(2) D
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 August 6, 2025, the Reporting Person was awarded a total of 4,713 restricted share units ("RSUs") pursuant to the terms of the annual equity award to Non-Employee Directors under the Issuer's Amended and Restated 2017 Equity Incentive Plan as more fully described in the section titled "Fiscal Year 2025 Non-Employee Directors' Compensation" beginning on page 24 of the Issuer's Proxy Statement filed with the SEC on June 24, 2025. Each RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not previously forfeited. The award shall vest in full on the date immediately prior to the date of Issuer's 2026 annual general meeting.
2. Includes 4,713 unvested RSUs, which vest in full on the date immediately prior to the date of Issuer's 2026 annual general meeting. Each unvested RSU represents a contingent right to receive one unrestricted, fully transferrable share for each vested RSU which has not been previously forfeited.
Remarks:
/s/ John D. Harris II, by Kristine Murphy as attorney-in-fact 08/07/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Flex (FLEX) shares did Director John D. Harris II receive?

He was awarded 4,713 restricted share units on 08/06/2025.

When do the newly granted RSUs to John D. Harris II vest?

They vest in full immediately before Flex’s 2026 annual general meeting.

What is John D. Harris II’s total beneficial ownership after the grant?

He now beneficially owns 54,391 ordinary shares of Flex Ltd.

Was there any cash paid for the Flex RSU grant?

No. The RSUs were granted at a $0 acquisition price as part of board compensation.

Does the Form 4 indicate any sale of Flex shares by the director?

No. The filing reports only an acquisition of RSUs; no sales or disposals were listed.