Were FLEX EVP David Scott Offer’s share sales made under a Rule 10b5-1 trading plan?

Yes. A footnote states the reported sales were effected under a Rule 10b5-1(c) trading plan adopted by David Scott Offer on February 11, 2026. Such plans pre-schedule trades, indicating the transactions followed a pre-arranged program rather than discretionary timing decisions.

Flex (FLEX) EVP’s trust reports 33,000-share sale under Rule 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

FLEX LTD. executive David Scott Offer reported open-market sales of a total of 33,000 Ordinary Shares, executed on June 5, 2026 through a trust classified as indirect ownership. The trades were carried out under a Rule 10b5-1(c) trading plan adopted by the reporting person.

The sales occurred in three blocks at weighted average prices of $152.9720, $154.2194, and $155.1826 per share. Following these transactions, Offer continues to hold Ordinary Shares directly and indirectly, and footnotes state he also has unvested restricted share units scheduled to vest beginning in June 2026.

Insights

Flex EVP’s trust sold 33,000 shares in pre-planned trades while retaining equity exposure.

The Form 4 shows entities associated with EVP and General Counsel David Scott Offer selling 33,000 Ordinary Shares in open-market transactions. Prices ranged from about $152.97 to $155.18, indicating execution across the prevailing trading range that day.

A footnote states these sales were effected under a Rule 10b5-1(c) trading plan adopted on February 11, 2026, suggesting they were pre-scheduled rather than opportunistic. After the transactions, Offer still holds direct and indirect shares plus unvested RSUs that vest starting on June 12, 2026.

The combination of pre-planned status and remaining equity stake points to routine portfolio and compensation management. There is no indication of derivative exercises or tax-withholding events in this filing; it reflects straightforward open-market sales with continuing alignment via share and RSU holdings.

Insider Trade Summary 10b5-1

Net Seller: 33,000 shares ($5,078,921)

Net Sell 4 txns

Insider OFFER DAVID SCOTT

Role EVP, General Counsel

Sold 33,000 shs ($5.08M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	12,249	$152.972	$1.87M
Sale	Ordinary Shares	15,601	$154.2194	$2.41M
Sale	Ordinary Shares	5,150	$155.1826	$799K
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 94,222 shares (Indirect, By Trust); Ordinary Shares — 74,926 shares (Direct, null)

Footnotes (1)

The sale(s) 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 $152.70 to $153.60. 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 $153.795 to $154.78. 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 purchase price; actual purchase prices ranged from $154.7971 to $155.7663. 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) 18,768 unvested restricted share units ("RSUs"), which will vest in two equal annual installments beginning on June 12, 2026; (2) 20,071 unvested RSUs, which will vest in three equal annual installments beginning on June 12, 2026; and (3) 14,574 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.

Key Figures

Shares sold: 33,000 shares Block sale at $155.1826: 5,150 shares at $155.1826 Block sale at $154.2194: 15,601 shares at $154.2194 +5 more

8 metrics

Shares sold 33,000 shares Total Ordinary Shares sold in open-market transactions on June 5, 2026

Block sale at $155.1826 5,150 shares at $155.1826 One open-market sale tranche on June 5, 2026

Block sale at $154.2194 15,601 shares at $154.2194 One open-market sale tranche on June 5, 2026

Block sale at $152.9720 12,249 shares at $152.9720 One open-market sale tranche on June 5, 2026

Direct holdings after transaction 74,926 shares Direct Ordinary Shares held following a holding entry on June 5, 2026

Indirect trust holdings after sale 94,222 shares Ordinary Shares held indirectly by trust following one reported sale line

Unvested RSUs (2-year schedule) 18,768 RSUs Unvested RSUs vesting in two equal annual installments beginning June 12, 2026

Unvested RSUs (3-year schedule) 20,071 RSUs Unvested RSUs vesting in three equal annual installments beginning June 12, 2026

Key Terms

Rule 10b5-1(c) trading plan, weighted average sales price, restricted share units ("RSUs"), contingent right, +1 more

5 terms

Rule 10b5-1(c) trading plan regulatory

"The sale(s) reported in this Form 4 were effected pursuant to a Rule 10b5-1(c) trading plan adopted..."

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.

weighted average sales price financial

"Price reflects weighted average sales price; actual sales prices ranged from..."

contingent right financial

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

indirect ownership financial

"Ordinary Shares ... indirect ... nature_of_ownership: By Trust"

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Form 4 Insider Transactions: What Each Field Means →

06/05/2026 - 08:40 PM

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)
06/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	06/05/2026		S⁽¹⁾		12,249	D	$152.972⁽²⁾	94,222	I	By Trust
Ordinary Shares	06/05/2026		S⁽¹⁾		15,601	D	$154.2194⁽³⁾	78,621	I	By Trust
Ordinary Shares	06/05/2026		S⁽¹⁾		5,150	D	$155.1826⁽⁴⁾	73,471	I	By Trust
Ordinary Shares								74,926⁽⁵⁾⁽⁶⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sale(s) 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.

2. Price reflects weighted average sales price; actual sales prices ranged from $152.70 to $153.60. 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 $153.795 to $154.78. 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.

4. Price reflects weighted average purchase price; actual purchase prices ranged from $154.7971 to $155.7663. 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. Includes the following: (1) 18,768 unvested restricted share units ("RSUs"), which will vest in two equal annual installments beginning on June 12, 2026; (2) 20,071 unvested RSUs, which will vest in three equal annual installments beginning on June 12, 2026; and (3) 14,574 unvested RSUs, which will vest on June 14, 2026.

6. 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	06/05/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did FLEX EVP David Scott Offer report in this Form 4 for FLEX?

David Scott Offer reported open-market sales totaling 33,000 FLEX Ordinary Shares. The transactions were executed on June 5, 2026 through a trust classified as indirect ownership, reflecting a net reduction in his indirectly held position while still retaining a significant equity stake.

At what prices were the 33,000 FLEX shares sold in David Scott Offer’s Form 4?

The 33,000 shares were sold in three blocks at weighted average prices of $152.9720, $154.2194, and $155.1826. Footnotes explain that actual trade prices fell within narrow ranges around each average, and full breakdowns are available upon request to relevant parties.

How many FLEX shares does David Scott Offer hold after the reported Form 4 transactions?

After the reported transactions, the filing shows continued direct and indirect ownership positions, with direct Ordinary Shares listed at 74,926 and one indirect trust position at 94,222 shares. These figures indicate that, despite selling 33,000 shares, he still maintains substantial equity exposure to FLEX.

What unvested RSUs are disclosed for FLEX EVP David Scott Offer in this Form 4?

Footnotes disclose 18,768 unvested RSUs vesting in two annual installments from June 12, 2026, 20,071 unvested RSUs vesting in three installments from the same date, and 14,574 unvested RSUs vesting on June 14, 2026. Each RSU converts into one Ordinary Share upon vesting.

How significant are the 33,000 FLEX shares sold compared with derivative or option positions?

The filing shows 33,000 Ordinary Shares sold and reports no remaining derivative positions in the derivative summary. Instead, equity exposure continues through direct and indirect share holdings plus unvested RSUs, indicating this Form 4 reflects straightforward stock sales rather than option exercises.