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Flex (NASDAQ: FLEX) CAO sells shares to cover RSU tax withholding

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

FLEX LTD. Chief Accounting Officer Daniel Wendler reported routine equity compensation and related tax sales. On June 16, 2026 he received a grant of 9,716 ordinary shares at no cost. On June 15, 2026 he sold a total of 1,579 shares around the mid‑$140s solely to cover tax withholding on vested RSUs. After these transactions, he directly owns 43,133 ordinary shares, plus unvested RSUs and PSUs that may settle in additional shares over time.

Positive

  • None.

Negative

  • None.
Insider WENDLER DANIEL
Role Chief Accounting Officer
Sold 1,579 shs ($233K)
Type Security Shares Price Value
Grant/Award Ordinary Shares 9,716 $0.00 --
Sale Ordinary Shares 302 $144.0933 $44K
Sale Ordinary Shares 323 $147.2295 $48K
Sale Ordinary Shares 348 $148.4199 $52K
Sale Ordinary Shares 606 $149.1866 $90K
Holdings After Transaction: Ordinary Shares — 43,133 shares (Direct, null)
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 $145.72 to $146.635. 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 $146.72 to $147.70. 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 $147.74 to $148.70. 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 $148.76 to $149.57. 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) 1,480 unvested RSUs, which will vest in three equal annual installments beginning on June 11, 2027; (2) 2,242 unvested RSUs, which will vest on June 12, 2027; and (3) 3,443 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.
Shares granted 9,716 shares Ordinary Shares grant on June 16, 2026 at $0.00
Shares sold for taxes 1,579 shares Net shares sold June 15, 2026 to cover RSU tax withholding
Post-transaction holdings 43,133 shares Ordinary Shares directly owned after June 16, 2026 grant
Sale lot 1 606 shares at $149.1866 Ordinary Shares open-market sale on June 15, 2026
Sale lot 2 348 shares at $148.4199 Ordinary Shares open-market sale on June 15, 2026
Sale lot 3 323 shares at $147.2295 Ordinary Shares open-market sale on June 15, 2026
Sale lot 4 302 shares at $144.0933 Ordinary Shares open-market sale on June 15, 2026
restricted share units ("RSUs") financial
"The sales reported ... 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"
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs"
weighted average sales price financial
"Price reflects weighted average sales price; actual sales prices ranged from"
three-year performance period financial
"a certain performance criterion with respect to the three-year performance period ending on June 14, 2026"
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Form 4 Insider Transactions: What Each Field Means →
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*
WENDLER DANIEL
(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 Accounting Officer
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)302D$144.0933(2)34,694D
Ordinary Shares06/15/2026S(1)323D$147.2295(3)34,371D
Ordinary Shares06/15/2026S(1)348D$148.4199(4)34,023D
Ordinary Shares06/15/2026S(1)606D$149.1866(5)33,417D
Ordinary Shares06/16/2026A9,716(6)A$043,133(7)(8)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. 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 $145.72 to $146.635. 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 $146.72 to $147.70. 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 $147.74 to $148.70. 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 $148.76 to $149.57. 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. 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.
7. Includes the following: (1) 1,480 unvested RSUs, which will vest in three equal annual installments beginning on June 11, 2027; (2) 2,242 unvested RSUs, which will vest on June 12, 2027; and (3) 3,443 unvested RSUs, which will vest in two equal annual installments beginning on June 12, 2027.
8. 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/ Daniel Wendler, 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did FLEX (FLEX) report for Daniel Wendler?

Daniel Wendler reported both a share grant and share sales. He received 9,716 ordinary shares on June 16, 2026, and sold 1,579 shares on June 15, 2026. The sales were to cover tax withholding on vested restricted share units.

How many FLEX (FLEX) shares did the CAO sell and at what prices?

Wendler sold a total of 1,579 ordinary shares. Individual trades covered 606, 348, 323 and 302 shares at weighted average prices of $149.1866, $148.4199, $147.2295 and $144.0933, respectively, with detailed price ranges disclosed in the footnotes.

Why did FLEX CAO Daniel Wendler sell shares according to the Form 4?

The sales were made to cover tax withholding obligations. Footnotes state the 1,579 shares sold on June 15, 2026 represent shares sold to satisfy taxes due upon vesting and delivery of restricted share units, rather than discretionary open-market profit-taking.

How many FLEX (FLEX) shares does Daniel Wendler own after these transactions?

Wendler directly owns 43,133 ordinary shares after the transactions. This figure reflects his position following the June 16, 2026 grant of 9,716 shares and the June 15, 2026 sales to cover tax withholding obligations on vested RSUs.

Are Wendler’s FLEX share sales part of a compensation or trading plan?

The sales are tied to equity compensation tax obligations. The filing explains that shares were sold to cover tax withholding from vesting RSUs, and notes performance-based RSUs where the issuer certified achievement of performance criteria on June 16, 2026.