STOCK TITAN

FLEX (FLEX) CEO logs PSU vesting, tax-driven share sales and GRAT transfer

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

FLEX LTD. Chief Executive Officer Revathi Advaithi reported several equity transactions involving the company’s ordinary shares. On May 8, 2026, she received a grant of 255,062 performance-based restricted share units (PSUs), which fully vested after the issuer certified performance for a three-year period ending March 31, 2026.

On May 11, 2026, she sold an aggregate of 114,090 ordinary shares in multiple open-market transactions at weighted average prices between roughly $137.79 and $144.82. Footnotes state these sales were made solely to cover tax withholding obligations related to the PSU vesting, rather than discretionary share sales.

The filing also notes a transfer of 815,262 directly owned ordinary shares into a grantor retained annuity trust (GRAT), described as exempt from Section 16 under Rule 16a-13. After these transactions, Advaithi continues to hold a substantial direct stake along with significant unvested RSUs scheduled to vest between June 2026 and June 2028.

Positive

  • None.

Negative

  • None.
Insider Advaithi Revathi
Role Chief Executive Officer
Sold 114,090 shs ($16.24M)
Type Security Shares Price Value
Sale Ordinary Shares 6,200 $138.4236 $858K
Sale Ordinary Shares 8,665 $139.3175 $1.21M
Sale Ordinary Shares 12,013 $140.2616 $1.68M
Sale Ordinary Shares 8,589 $141.1286 $1.21M
Sale Ordinary Shares 13,770 $142.4088 $1.96M
Sale Ordinary Shares 37,381 $143.2718 $5.36M
Sale Ordinary Shares 27,420 $144.2669 $3.96M
Sale Ordinary Shares 52 $144.815 $8K
Grant/Award Ordinary Shares 255,062 $0.00 --
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 796,912 shares (Direct, null); Ordinary Shares — 815,262 shares (Indirect, By GRAT)
Footnotes (1)
  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. 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. Price reflects weighted average sales price; actual sales prices ranged from $137.785 to $138.765. 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 $138.79 to $139.78. 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 $139.79 to $140.785. 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 $140.79 to $141.78. 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 $141.795 to $142.79. 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 $142.81 to $143.80. 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 $143.815 to $144.79. 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) 109,478 unvested RSUs, which will vest in two equal annual installments beginning on June 12, 2026; (2) 94,675 unvested RSUs, which will vest in three equal annual installments beginning on June 12, 2026; and (3) 85,021 unvested RSUs, which will vest on June 14, 2026. Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not been previously forfeited. Reflects the transfer by the Reporting Person of 815,262 directly owned ordinary shares to a grantor retained annuity trust ("GRAT"), which transfer was exempt from Section 16 pursuant to Rule 16a-13 under the Exchange Act.
Shares sold for tax withholding 114,090 shares Aggregate ordinary shares sold on May 11, 2026
PSUs vested 255,062 units Performance-based RSUs fully vested on May 8, 2026
GRAT transfer 815,262 shares Ordinary shares moved to a grantor retained annuity trust
Highest reported sale price $144.815 per share One tranche of May 11, 2026 open-market sales
Lowest reported sale range $137.785–$138.765 Weighted average price range in one sale tranche
Unvested RSUs (first tranche) 109,478 RSUs Scheduled to vest in two equal installments starting June 12, 2026
Unvested RSUs (second tranche) 94,675 RSUs To vest in three equal installments beginning June 12, 2026
Unvested RSUs (third tranche) 85,021 RSUs To vest on June 14, 2026
performance-based restricted share units ("PSUs") financial
"the Reporting Person was awarded performance-based restricted share units ("PSUs") within a preset range"
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of PSUs"
grantor retained annuity trust ("GRAT") financial
"transfer by the Reporting Person of 815,262 directly owned ordinary shares to a grantor retained annuity trust ("GRAT")"
unvested RSUs financial
"Includes the following: (1) 109,478 unvested RSUs, which will vest in two equal annual installments"
Section 16 regulatory
"which transfer was exempt from Section 16 pursuant to Rule 16a-13 under the Exchange Act"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
SEC Form 4
FORM 4UNITED 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*
Advaithi Revathi

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares05/08/2026A255,062(1)A$0803,112D
Ordinary Shares05/11/2026S(2)6,200D$138.4236(3)796,912D
Ordinary Shares05/11/2026S(2)8,665D$139.3175(4)788,247D
Ordinary Shares05/11/2026S(2)12,013D$140.2616(5)776,234D
Ordinary Shares05/11/2026S(2)8,589D$141.1286(6)767,645D
Ordinary Shares05/11/2026S(2)13,770D$142.4088(7)753,875D
Ordinary Shares05/11/2026S(2)37,381D$143.2718(8)716,494D
Ordinary Shares05/11/2026S(2)27,420D$144.2669(9)689,074D
Ordinary Shares05/11/2026S(2)52D$144.815689,022(10)(11)D
Ordinary Shares815,262(12)IBy GRAT
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $137.785 to $138.765. 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 $138.79 to $139.78. 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 $139.79 to $140.785. 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 $140.79 to $141.78. 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 $141.795 to $142.79. 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 $142.81 to $143.80. 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 $143.815 to $144.79. 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) 109,478 unvested RSUs, which will vest in two equal annual installments beginning on June 12, 2026; (2) 94,675 unvested RSUs, which will vest in three equal annual installments beginning on June 12, 2026; and (3) 85,021 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.
12. Reflects the transfer by the Reporting Person of 815,262 directly owned ordinary shares to a grantor retained annuity trust ("GRAT"), which transfer was exempt from Section 16 pursuant to Rule 16a-13 under the Exchange Act.
Remarks:
/s/ Revathi Advaithi, by Kristine Murphy as attorney-in-fact05/12/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider share sales did FLEX (FLEX) CEO Revathi Advaithi report?

Revathi Advaithi reported selling 114,090 FLEX ordinary shares on May 11, 2026 in multiple open-market transactions. Footnotes explain these sales were executed to cover tax withholding obligations arising from the vesting of previously granted performance-based restricted share units.

Why did FLEX (FLEX) CEO Revathi Advaithi sell shares in May 2026?

The filing states the FLEX CEO’s share sales were made to cover tax withholding obligations from PSU vesting. This means the transactions were driven by tax requirements tied to compensation, rather than a discretionary decision to reduce her economic exposure to FLEX shares.

How many FLEX (FLEX) shares did the CEO transfer to a GRAT?

The filing notes a transfer of 815,262 FLEX ordinary shares from Revathi Advaithi into a grantor retained annuity trust (GRAT). This transfer is described as exempt from Section 16 under Rule 16a-13 and reflects a change in holding structure rather than a market sale.

What FLEX (FLEX) shareholdings and RSUs does the CEO retain after these transactions?

After the reported transactions, Revathi Advaithi continues to hold a large direct position in FLEX shares and significant unvested RSUs. Footnotes list 109,478, 94,675, and 85,021 unvested RSUs, scheduled to vest between June 12, 2026 and June 14, 2026, each convertible into one share upon vesting.

How were the FLEX (FLEX) CEO’s share sale prices reported in the Form 4?

The Form 4 shows weighted average sale prices for each transaction line, with ranges from about $137.785 to $144.79. The CEO undertakes to provide, upon request, detailed information on the exact number of FLEX shares sold at each individual price within those ranges.