[Form 4] Flex Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Flex Ltd. (FLEX) – Form 4 filing, dated 08-07-2025

Non-employee director Tan Lay Koon received an equity grant of 4,713 restricted share units (RSUs) on 08-06-2025 under the company’s Amended & Restated 2017 Equity Incentive Plan. Each RSU converts into one ordinary share upon vesting. The entire award vests immediately prior to the 2026 annual general meeting; no cash price was paid for the grant (reported transaction code “A”, price $0).

After the award, the reporting person’s total beneficial ownership is 208,235 ordinary shares, of which 4,713 are the newly issued unvested RSUs. Ownership is held directly.

No derivative securities, sales, option exercises, or open-market purchases were reported. The filing reflects routine director compensation and results in immaterial dilution relative to Flex’s outstanding share count.

Positive

• Director-shareholder alignment increases through equity-based compensation, potentially fostering decisions that favor long-term value.

Negative

• Minor share dilution will occur when the 4,713 RSUs settle, although impact is immaterial to total float.

Insights

Corporate Governance Analyst

TL;DR: Routine RSU grant to director; negligible dilution; modest alignment of incentives.

The Form 4 discloses a standard annual equity grant to non-employee director Tan Lay Koon. The 4,713 RSUs equate to a fractional percentage of Flex’s ~460 m shares outstanding, producing no material balance-sheet or cash-flow impact. Such awards are commonplace for S&P component boards and are intended to strengthen director–shareholder alignment by tying compensation to share performance. Because the units vest in one lump prior to the 2026 AGM and carry zero exercise price, dilution is limited and fully transparent. Investors should view the filing as routine governance disclosure rather than a signal of insider sentiment or fundamental change.

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

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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 Lay Koon

(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	208,235(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/ Tan Lay Koon, 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.
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FAQ

How many Flex Ltd. shares did director Tan Lay Koon receive on 08/06/2025?

The director was awarded 4,713 RSUs, each convertible into one ordinary share upon vesting.

When will the newly granted FLEX RSUs vest?

All 4,713 RSUs vest in full immediately before the 2026 annual general meeting.

What is Tan Lay Koon’s total FLEX share ownership after the grant?

Post-transaction beneficial ownership is 208,235 ordinary shares, including the unvested RSUs.

Was any cash paid for the RSUs disclosed in the Form 4?

No. The transaction price is reported as $0; the units are part of routine director compensation.

Does this Form 4 indicate insider buying or selling activity at Flex Ltd.?

No. It reflects a routine equity award; no open-market purchases or sales were reported.