STOCK TITAN

Flex (FLEX) EVP sells 25,973 shares, receives 43,724-share award

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

Rhea-AI Filing Summary

FLEX LTD. executive David Scott Offer, EVP and General Counsel, reported tax-related share activity in Ordinary Shares. He sold a total of 25,973 shares on June 15–16, 2026 in open-market transactions at weighted average prices around $146–$149 per share, including sales from a trust, to cover tax withholding obligations tied to vesting restricted share units and performance-based units. The sales were executed under a pre-arranged Rule 10b5-1(c) trading plan adopted on February 11, 2026. On June 16, 2026, he also received a grant or award of 43,724 Ordinary Shares, bringing his directly held position to 118,591 shares, while retaining additional indirect holdings through a trust.

Positive

  • None.

Negative

  • None.

Insights

Routine tax-driven trades with offsetting stock award; limited signal.

EVP and General Counsel David Scott Offer reported selling 25,973 FLEX LTD. Ordinary Shares on June 15–16, 2026. Footnotes state these were to cover tax withholding on vested RSUs and PSUs, a mechanical obligation rather than a discretionary portfolio move.

On June 16, 2026, he also received 43,724 shares as a grant or award, increasing his direct holdings to 118,591 shares while maintaining additional unvested RSUs. The net picture is a compensation-related equity increase alongside tax-driven sales, not a directional bet on the stock.

The filing also notes a Rule 10b5-1(c) trading plan adopted on February 11, 2026, indicating the sales were pre-scheduled. This further reduces the informational value of the timing, making the overall impact of these transactions neutral for most investors.

Insider OFFER DAVID SCOTT
Role EVP, General Counsel
Sold 25,973 shs ($3.84M)
Type Security Shares Price Value
Grant/Award Ordinary Shares 43,724 $0.00 --
Sale Ordinary Shares 5,767 $146.5894 $845K
Sale Ordinary Shares 6,053 $147.5026 $893K
Sale Ordinary Shares 530 $148.4472 $79K
Sale Ordinary Shares 6,400 $149.4491 $956K
Sale Ordinary Shares 1,086 $146.0006 $159K
Sale Ordinary Shares 1,317 $147.0053 $194K
Sale Ordinary Shares 1,253 $147.9369 $185K
Sale Ordinary Shares 3,521 $149.0109 $525K
Sale Ordinary Shares 46 $149.5991 $7K
Holdings After Transaction: Ordinary Shares — 118,591 shares (Direct, null); Ordinary Shares — 67,704 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 restricted share units ("RSUs"). Price reflects weighted average sales price; actual sales prices ranged from $145.467 to $146.455. 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 $146.493 to $147.486. 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 $147.50 to $148.49. 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 $148.53 to $149.50. 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 $149.56 to $149.61. 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. 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 June 14, 2026. The Issuer certified the achievement of the performance criterion on June 16, 2026, and the PSUs were subject to applicable taxes upon delivery. 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. These sales as reported in this Form 4 were effected pursuant to a Rule 10b5-1(c) trading plan adopted by the Reporting Person on February 11, 2026. Price reflects weighted average sales price; actual sales prices ranged from $146.00 to $146.9919. 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 $147.00 to $147.96. 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 $148.00 to $148.93. 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 $149.39 to $149.45. 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.
Shares sold 25,973 shares Net Ordinary Shares sold on June 15–16, 2026
Share award 43,724 shares Grant or award on June 16, 2026
Direct holdings after award 118,591 shares Direct Ordinary Shares following June 16, 2026 grant
Sale price example $149.4491 per share Weighted average price for a June 16, 2026 sale block
Sale price range $145.467–$146.455 Reported range for one sale group, June 2026
RSU tranche 7,164 RSUs Unvested RSUs vesting in three annual installments from June 11, 2027
restricted share units ("RSUs") financial
"The sales reported in this Form 4 represent shares sold ... in connection with the vesting of restricted share units ("RSUs")."
performance-based restricted share units ("PSUs") financial
"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"
Rule 10b5-1(c) trading plan regulatory
"These sales as reported in this Form 4 were effected pursuant to a Rule 10b5-1(c) trading plan adopted by the Reporting Person"
A Rule 10b5-1(c) trading plan is a legally defined, pre-set schedule that lets company insiders automatically buy or sell stock at specified times or under set formulas when they are not in possession of undisclosed, sensitive information. Think of it like an automatic payment plan for trades: because the instructions are written in advance, trades under the plan help protect insiders from allegations of trading on secret information and give investors clearer expectations about when insiders will transact, which can affect liquidity and perceived transparency.
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted share units"
three-year performance period financial
"with respect to the three-year performance period ending on June 14, 2026"
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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).
X
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
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 Shares06/15/2026S(1)1,086D$146.0006(2)81,004D
Ordinary Shares06/15/2026S(1)1,317D$147.0053(3)79,687D
Ordinary Shares06/15/2026S(1)1,253D$147.9369(4)78,434D
Ordinary Shares06/15/2026S(1)3,521D$149.0109(5)74,913D
Ordinary Shares06/15/2026S(1)46D$149.5991(6)74,867D
Ordinary Shares06/16/2026A43,724(7)A$0118,591(8)(9)D
Ordinary Shares06/16/2026S(10)5,767D$146.5894(11)67,704IBy Trust
Ordinary Shares06/16/2026S(10)6,053D$147.5026(12)61,651IBy Trust
Ordinary Shares06/16/2026S(10)530D$148.4472(13)61,121IBy Trust
Ordinary Shares06/16/2026S(10)6,400D$149.4491(14)54,721IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 restricted share units ("RSUs").
2. Price reflects weighted average sales price; actual sales prices ranged from $145.467 to $146.455. 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 $146.493 to $147.486. 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 $147.50 to $148.49. 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 $148.53 to $149.50. 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 $149.56 to $149.61. 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. 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 June 14, 2026. The Issuer certified the achievement of the performance criterion on June 16, 2026, and the PSUs were subject to applicable taxes upon delivery.
8. 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.
9. Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not been previously forfeited.
10. These sales as reported in this Form 4 were effected pursuant to a Rule 10b5-1(c) trading plan adopted by the Reporting Person on February 11, 2026.
11. Price reflects weighted average sales price; actual sales prices ranged from $146.00 to $146.9919. 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.
12. Price reflects weighted average sales price; actual sales prices ranged from $147.00 to $147.96. 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.
13. Price reflects weighted average sales price; actual sales prices ranged from $148.00 to $148.93. 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.
14. Price reflects weighted average sales price; actual sales prices ranged from $149.39 to $149.45. 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.
Remarks:
/s/ David Scott Offer, by Kristine Murphy as attorney-in-fact06/17/2026
** 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 transactions did FLEX (FLEX) report for David Scott Offer?

FLEX reported that EVP and General Counsel David Scott Offer sold 25,973 Ordinary Shares and received 43,724 shares as a grant or award in mid-June 2026, reflecting routine compensation and related tax-driven activity rather than a purely discretionary share sale.

Why did FLEX executive David Scott Offer sell shares in June 2026?

The filing states the June 2026 sales were made to cover tax withholding obligations arising from the vesting of restricted share units and performance-based units, meaning the transactions were driven by tax requirements tied to equity compensation rather than independent portfolio decisions.

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

He sold 25,973 Ordinary Shares over June 15–16, 2026 in open-market trades. Weighted average prices for these transactions ranged roughly from $146 to $149 per share, with detailed price ranges for each trade disclosed in the footnotes of the Form 4 filing.

What new FLEX share awards did David Scott Offer receive in June 2026?

On June 16, 2026, David Scott Offer received a grant or award of 43,724 Ordinary Shares at a reported price of $0.00 per share, reflecting equity compensation. Following this award, his directly held position increased to 118,591 shares, excluding separate indirect and unvested RSU holdings.

Were FLEX EVP David Scott Offer’s June 2026 trades under a Rule 10b5-1 plan?

Yes. A footnote explains that the sales reported in the Form 4 were executed under a Rule 10b5-1(c) trading plan adopted on February 11, 2026. Such pre-arranged plans schedule trades in advance, reducing the significance of short-term market timing considerations.

What unvested FLEX RSUs and PSUs are reported for David Scott Offer?

The footnotes indicate he holds unvested RSUs scheduled to vest between June 2027 and later dates, and performance-based RSUs tied to a three-year performance period ending June 14, 2026. Each unvested RSU converts into one unrestricted Ordinary Share upon vesting, assuming conditions are met.