EVP, General Counsel Offer David Scott was granted 43,724 units of Ordinary Shares and sold $3,163,078 worth of Ordinary Shares (22,212 units at $142.40), increasing direct ownership by 40% to 74,926 units (SEC Form 4) to cover withholding tax
$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 |
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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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
FLEX LTD. [ FLEX ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/08/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/08/2026 | A | 43,724(1) | A | $0 | 97,138 | D | |||
| Ordinary Shares | 05/11/2026 | S(2) | 1,479 | D | $138.6103(3) | 95,659 | D | |||
| Ordinary Shares | 05/11/2026 | S(2) | 1,882 | D | $139.635(4) | 93,777 | D | |||
| Ordinary Shares | 05/11/2026 | S(2) | 2,767 | D | $140.596(5) | 91,010 | D | |||
| Ordinary Shares | 05/11/2026 | S(2) | 1,453 | D | $141.5232(6) | 89,557 | D | |||
| Ordinary Shares | 05/11/2026 | S(2) | 5,952 | D | $142.9593(7) | 83,605 | D | |||
| Ordinary Shares | 05/11/2026 | S(2) | 7,102 | D | $143.8863(8) | 76,503 | D | |||
| Ordinary Shares | 05/11/2026 | S(2) | 1,577 | D | $144.479(9) | 74,926(10)(11) | D | |||
| Ordinary Shares | 106,471 | I | By Trust | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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 March 31, 2026. The Issuer certified the achievement of the performance criterion, and the PSUs fully vested, on May 8, 2026, and were subject to applicable taxes upon delivery. |
| 2. 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 PSUs. |
| 3. Price reflects weighted average sales price; actual sales prices ranged from $138.11 to $139.093. 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 $139.11 to $140.09. 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 $140.12 to $141.11. 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 sales price; actual sales prices ranged from $141.131 to $142.125. 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. Price reflects weighted average sales price; actual sales prices ranged from $142.354 to $143.33. 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. |
| 8. Price reflects weighted average sales price; actual sales prices ranged from $143.357 to $144.355. 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. |
| 9. Price reflects weighted average purchase price; actual purchase prices ranged from $144.36 to $144.77. 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. |
| 10. 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. |
| 11. 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 | 05/12/2026 | |
| ** 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) | ||