EVP, General Counsel Offer David Scott sold $3,842,442 worth of Ordinary Shares (25,973 units at $147.94) as part of a pre-agreed trading plan and was granted 43,724 units of Ordinary Shares, increasing direct ownership by 44% to 118,591 units (SEC Form 4) to cover taxes
$FLEX
Electrical Products
Technology
| 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 |
| |||||||||||||||
| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
FLEX LTD. [ FLEX ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| |||||||||||||||||||||||||
| 2a. Foreign Trading Symbol
| |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 06/15/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||||||||||||
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 06/15/2026 | S(1) | 1,086 | D | $146.0006(2) | 81,004 | D | |||
| Ordinary Shares | 06/15/2026 | S(1) | 1,317 | D | $147.0053(3) | 79,687 | D | |||
| Ordinary Shares | 06/15/2026 | S(1) | 1,253 | D | $147.9369(4) | 78,434 | D | |||
| Ordinary Shares | 06/15/2026 | S(1) | 3,521 | D | $149.0109(5) | 74,913 | D | |||
| Ordinary Shares | 06/15/2026 | S(1) | 46 | D | $149.5991(6) | 74,867 | D | |||
| Ordinary Shares | 06/16/2026 | A | 43,724(7) | A | $0 | 118,591(8)(9) | D | |||
| Ordinary Shares | 06/16/2026 | S(10) | 5,767 | D | $146.5894(11) | 67,704 | I | By Trust | ||
| Ordinary Shares | 06/16/2026 | S(10) | 6,053 | D | $147.5026(12) | 61,651 | I | By Trust | ||
| Ordinary Shares | 06/16/2026 | S(10) | 530 | D | $148.4472(13) | 61,121 | I | By Trust | ||
| Ordinary Shares | 06/16/2026 | S(10) | 6,400 | D | $149.4491(14) | 54,721 | I | By 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount 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-fact | 06/17/2026 | |
| ** 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) | ||