OFFER DAVID SCOTT 4

What Happened

• David Offer, EVP and General Counsel of Flex Ltd. (FLEX), executed a series of open-market sales on June 17–18, 2026, disposing of a total of 27,469 shares for aggregate proceeds of approximately $3,973,617.
• Individual transactions included: 529 @ $141.72 ($74,970); 4,560 @ $143.18 ($652,901); 4,575 @ $144.21 ($659,738); 10,252 @ $145.19 ($1,488,525); 896 @ $145.83 ($130,667); 2,249 @ $144.88 ($325,837); 4,200 @ $145.36 ($610,531); and 208 @ $146.39 ($30,448). Reported prices/footnotes indicate actual sale prices ranged roughly $141.58–$146.56.

Key Details

• Dates: June 17–18, 2026 (Form 4 filed June 22, 2026).
• Total sold: 27,469 shares for ~$3.97 million.
• Purpose: Sales were to cover tax-withholding obligations in connection with the vesting of performance-based RSUs and RSUs (footnotes F1, F7).
• Remaining unvested awards: Form discloses 29,929 unvested RSUs (7,164; 9,384; 13,381 with staggered vesting schedules — see F11/F12).
• Price notes: Several footnotes state weighted-average prices for grouped trades and offer to provide breakdowns on request (F2–F10).
• Timeliness: Transactions occurred 6/17–6/18 and the Form 4 was filed 6/22; the 6/17 trades appear to have been filed after the typical two-business-day reporting window.

Context

• These were routine, non-speculative tax-withholding sales tied to RSU vesting (not new purchases). Such sales are common when executives receive equity awards and do not generally signal a deliberate market view.
• The filing discloses unvested RSUs (each converts to one share upon vesting); it does not provide a full post-sale total of all shares beneficially owned.