=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-15
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: FLEX LTD. (FLEX)
CIK: 0000866374
--- Reporting Owner ---
Name: OFFER DAVID SCOTT
CIK: 0001504430
Role: Officer (EVP, General Counsel)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Ordinary Shares
Date: 2026-06-15 | Code: S (Open market sale)
Shares: -1,086 | Price: $146.00
Total Value: $158,556.65
Shares Owned After: 81,004 | Ownership: D (Direct)
Footnotes:
[F1] 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").
[F2] 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.
[Transaction #2]
Security: Ordinary Shares
Date: 2026-06-15 | Code: S (Open market sale)
Shares: -1,317 | Price: $147.01
Total Value: $193,605.98
Shares Owned After: 79,687 | Ownership: D (Direct)
Footnotes:
[F1] 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").
[F3] 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.
[Transaction #3]
Security: Ordinary Shares
Date: 2026-06-15 | Code: S (Open market sale)
Shares: -1,253 | Price: $147.94
Total Value: $185,364.94
Shares Owned After: 78,434 | Ownership: D (Direct)
Footnotes:
[F1] 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").
[F4] 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.
[Transaction #4]
Security: Ordinary Shares
Date: 2026-06-15 | Code: S (Open market sale)
Shares: -3,521 | Price: $149.01
Total Value: $524,667.38
Shares Owned After: 74,913 | Ownership: D (Direct)
Footnotes:
[F1] 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").
[F5] 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.
[Transaction #5]
Security: Ordinary Shares
Date: 2026-06-15 | Code: S (Open market sale)
Shares: -46 | Price: $149.60
Total Value: $6,881.56
Shares Owned After: 74,867 | Ownership: D (Direct)
Footnotes:
[F1] 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").
[F6] 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.
[Transaction #6]
Security: Ordinary Shares
Date: 2026-06-16 | Code: A (Grant or award)
Shares: +43,724 | Price: $0.00
Shares Owned After: 118,591 | Ownership: D (Direct)
Footnotes:
[F7] 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.
[F8] 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.
[F9] Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not been previously forfeited.
[Transaction #7]
Security: Ordinary Shares
Date: 2026-06-16 | Code: S (Open market sale)
Shares: -5,767 | Price: $146.59
Total Value: $845,381.07
Shares Owned After: 67,704 | Ownership: I (Indirect) | Nature: By Trust
Footnotes:
[F10] 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.
[F11] 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.
[Transaction #8]
Security: Ordinary Shares
Date: 2026-06-16 | Code: S (Open market sale)
Shares: -6,053 | Price: $147.50
Total Value: $892,833.24
Shares Owned After: 61,651 | Ownership: I (Indirect) | Nature: By Trust
Footnotes:
[F10] 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.
[F12] 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.
[Transaction #9]
Security: Ordinary Shares
Date: 2026-06-16 | Code: S (Open market sale)
Shares: -530 | Price: $148.45
Total Value: $78,677.02
Shares Owned After: 61,121 | Ownership: I (Indirect) | Nature: By Trust
Footnotes:
[F10] 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.
[F13] 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.
[Transaction #10]
Security: Ordinary Shares
Date: 2026-06-16 | Code: S (Open market sale)
Shares: -6,400 | Price: $149.45
Total Value: $956,474.24
Shares Owned After: 54,721 | Ownership: I (Indirect) | Nature: By Trust
Footnotes:
[F10] 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.
[F14] 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.
--- Footnotes (Complete Index) ---
F1: 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").
F10: 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.
F11: 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.
F12: 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.
F13: 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.
F14: 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.
F2: 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.
F3: 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.
F4: 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.
F5: 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.
F6: 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.
F7: 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.
F8: 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.
F9: Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not been previously forfeited.
--- Signature ---
/s/ /s/ David Scott Offer, by Kristine Murphy as attorney-in-fact (2026-06-17)
