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  4. [Form 4] FLEX LTD. Insider Trading Activity

FLEX (FLEX) COO nets PSU award, sells 26,175 shares for tax withholding

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

Rhea-AI Filing Summary

FLEX LTD. Chief Operating Officer Tan Kwang Hooi reported a mix of equity compensation and related share sales. On May 8, 2026, he acquired 48,582 Ordinary Shares at $0.0000 per share from fully vested performance-based restricted share units covering a three-year period ending March 31, 2026.

On May 11, 2026, he sold 26,175 Ordinary Shares in multiple open-market transactions at weighted average prices between $138.5755 and $144.3206 per share to cover tax withholding obligations tied to that PSU vesting. After these transactions, he directly held 256,043 Ordinary Shares, plus several tranches of unvested restricted share units scheduled to vest between June 12, 2026 and September 25, 2027.

Positive

  • None.

Negative

  • None.
Insider Tan Kwang Hooi
Role Chief Operating Officer
Sold 26,175 shs ($3.73M)
Type Security Shares Price Value
Sale Ordinary Shares 1,932 $138.5755 $268K
Sale Ordinary Shares 2,398 $139.66 $335K
Sale Ordinary Shares 2,830 $140.6323 $398K
Sale Ordinary Shares 1,731 $141.526 $245K
Sale Ordinary Shares 4,487 $142.7523 $641K
Sale Ordinary Shares 8,081 $143.5145 $1.16M
Sale Ordinary Shares 4,716 $144.3206 $681K
Grant/Award Ordinary Shares 48,582 $0.00 --
Holdings After Transaction: Ordinary Shares — 280,286 shares (Direct)
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 $138.11 to $139.108. 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 $139.11 to $140.095. 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 $140.12 to $141.07. 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 $141.12 to $142.01. 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 $142.125 to $143.12. 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 $143.13 to $144.12. 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 $144.13 to $144.765. 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. Includes the following: (1) 23,981 unvested restricted share units ("RSUs"), which will vest in two equal annual installments beginning on June 12, 2026; (2) 21,964 unvested RSUs, which will vest in three equal annual installments beginning on June 12, 2026; (3) 16,195 unvested RSUs, which will vest on June 14, 2026; and (4) 72,578 unvested RSUs, which will vest on September 25, 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.
PSUs vested into shares 48,582 Ordinary Shares Performance-based restricted share units vested on May 8, 2026
Shares sold 26,175 Ordinary Shares Open-market sales on May 11, 2026 to cover tax withholding
Highest weighted average sale price $144.3206 per share One of several weighted average prices on May 11, 2026
Lowest weighted average sale price $138.5755 per share One of several weighted average prices on May 11, 2026
Shares held after transactions 256,043 Ordinary Shares Direct ownership after May 2026 award and sales
Unvested RSUs tranche 1 23,981 RSUs Vest in two equal annual installments beginning June 12, 2026
Unvested RSUs tranche 2 21,964 RSUs Vest in three equal annual installments beginning June 12, 2026
Large unvested RSU grant 72,578 RSUs Vest on September 25, 2027, one share per RSU
performance-based restricted share units financial
"was awarded performance-based restricted share units ("PSUs") within a preset range"
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.
PSUs financial
"The Issuer certified the achievement of the performance criterion, and the PSUs fully vested"
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
restricted share units ("RSUs") financial
"Includes the following: (1) 23,981 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"
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 →

FAQ

What insider transactions did FLEX (FLEX) report for Tan Kwang Hooi?
FLEX reported that COO Tan Kwang Hooi received 48,582 Ordinary Shares from vested performance-based restricted share units on May 8, 2026, then sold 26,175 shares on May 11, 2026 in open-market transactions primarily to satisfy related tax withholding obligations.

How many FLEX (FLEX) shares did the COO sell and at what prices?
On May 11, 2026, the COO sold 26,175 FLEX Ordinary Shares in multiple open-market trades. Weighted average prices ranged from about $138.5755 to $144.3206 per share, with detailed price ranges for each trade available through the weighted average price footnotes.

Why did FLEX COO Tan Kwang Hooi sell shares according to the Form 4?
The filing states the FLEX COO’s May 11, 2026 sales represented shares sold to cover tax withholding obligations from vesting performance-based restricted share units. This indicates the dispositions were tied to compensation-related tax requirements rather than discretionary portfolio rebalancing.

How many FLEX shares does the COO hold after these transactions?
Following the May 2026 transactions, the Form 4 reports the COO directly held 256,043 FLEX Ordinary Shares. In addition, footnotes describe multiple blocks of unvested restricted share units scheduled to vest between June 12, 2026 and September 25, 2027, each convertible into one share when vested.

What performance-based equity award did the FLEX COO receive?
On June 14, 2023, the COO was awarded performance-based restricted share units within a preset range, tied to a three-year period ending March 31, 2026. After FLEX certified the performance criterion, 48,582 PSUs fully vested on May 8, 2026 and were delivered as shares subject to taxes.

What unvested FLEX RSUs are reported for the COO in this Form 4?
Footnotes list four RSU grants for the COO: 23,981 unvested RSUs vesting in two annual installments from June 12, 2026; 21,964 vesting in three installments from June 12, 2026; 16,195 vesting June 14, 2026; and 72,578 vesting September 25, 2027, each RSU delivering one share at vesting.
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*
Tan Kwang Hooi
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating 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 Shares05/08/2026A48,582(1)A$0282,218D
Ordinary Shares05/11/2026S(2)1,932D$138.5755(3)280,286D
Ordinary Shares05/11/2026S(2)2,398D$139.66(4)277,888D
Ordinary Shares05/11/2026S(2)2,830D$140.6323(5)275,058D
Ordinary Shares05/11/2026S(2)1,731D$141.526(6)273,327D
Ordinary Shares05/11/2026S(2)4,487D$142.7523(7)268,840D
Ordinary Shares05/11/2026S(2)8,081D$143.5145(8)260,759D
Ordinary Shares05/11/2026S(2)4,716D$144.3206(9)256,043(10)(11)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)
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 $138.11 to $139.108. 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 $140.095. 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 $141.07. 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.
6. Price reflects weighted average sales price; actual sales prices ranged from $141.12 to $142.01. 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 $142.125 to $143.12. 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 $143.13 to $144.12. 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 $144.13 to $144.765. 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.
10. Includes the following: (1) 23,981 unvested restricted share units ("RSUs"), which will vest in two equal annual installments beginning on June 12, 2026; (2) 21,964 unvested RSUs, which will vest in three equal annual installments beginning on June 12, 2026; (3) 16,195 unvested RSUs, which will vest on June 14, 2026; and (4) 72,578 unvested RSUs, which will vest on September 25, 2027.
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/ Tan Kwang Hooi, 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)

Source: View Original Filing on SEC EDGAR