Hartung Michael P 4
4 · FLEX LTD. · Filed May 12, 2026
Research Summary
AI-generated summary of this filing
FLEX CCO Michael Hartung Receives Award, Sells Shares
What Happened
- Michael P. Hartung, Chief Commercial Officer of FLEX Ltd. (FLEX), had 43,724 performance-based restricted share units (PSUs) vest and be delivered on May 8, 2026 (reported as an award/acquisition at $0).
- On May 11, 2026 he sold a total of 22,216 shares in multiple open-market transactions, generating aggregate proceeds of approximately $3,163,027. Individual sales: 1,620 @ $138.65 ($224,616); 2,160 @ $139.67 ($301,682); 2,129 @ $140.59 ($299,306); 1,888 @ $141.49 ($267,132); 5,260 @ $142.94 ($751,842); 6,623 @ $143.76 ($952,128); 2,536 @ $144.45 ($366,321).
- These sales were made to satisfy tax withholding obligations related to the PSU vesting (footnote F2).
Key Details
- Dates: PSUs vested/delivered on 2026-05-08; sales executed on 2026-05-11; Form 4 filed 2026-05-12 (within the standard reporting window).
- Sales totals: 22,216 shares sold for ≈ $3,163,027. Reported sale prices (per trades) ranged roughly $138.65–$144.45; footnotes indicate actual trade prices ranged ~$138.11–$144.80.
- Remaining vested/held from this award: of the 43,724 PSUs that vested, 22,216 were sold for taxes and the remainder (~21,508) were retained.
- Unvested equity: footnote F10 lists 138,416 unvested RSUs that vest on various future dates; F11 notes each RSU converts 1:1 to a share when vested.
- Footnotes: F1 (PSUs performance certification and vesting), F2 (sales to cover tax withholding), F3–F9 (price/weighted-average details), F10–F11 (unvested RSU schedule and conversion).
- Filing timeliness: reported on 2026-05-12 for transactions on 2026-05-08 and 05-11 (filed within the normal Form 4 deadline).
Context
- These transactions reflect vested equity delivery followed by share sales specifically to cover tax withholding — a common, routine outcome of equity vesting and not an open-market diversification buy/sell signal by itself.
- For retail investors, purchases by insiders are often watched more closely as potential bullish signals; sales tied to tax withholding after vesting are typically administrative.
Insider Transaction Report
Form 4
FLEX LTD.FLEX
Hartung Michael P
Chief Commercial Officer
Transactions
- Award
Ordinary Shares
[F1]2026-05-08+43,724→ 254,922 total - Sale
Ordinary Shares
[F2][F3]2026-05-11$138.65/sh−1,620$224,616→ 253,302 total - Sale
Ordinary Shares
[F2][F4]2026-05-11$139.67/sh−2,160$301,682→ 251,142 total - Sale
Ordinary Shares
[F2][F5]2026-05-11$140.59/sh−2,129$299,306→ 249,013 total - Sale
Ordinary Shares
[F2][F6]2026-05-11$141.49/sh−1,888$267,132→ 247,125 total - Sale
Ordinary Shares
[F2][F7]2026-05-11$142.94/sh−5,260$751,842→ 241,865 total - Sale
Ordinary Shares
[F2][F8]2026-05-11$143.76/sh−6,623$952,128→ 235,242 total - Sale
Ordinary Shares
[F2][F9][F10][F11]2026-05-11$144.45/sh−2,536$366,321→ 232,706 total
Footnotes (11)
- [F1]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.
- [F10]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) 21,964 unvested RSUs, which will vest in three equal annual installments beginning on June 12, 2026; (3) 14,574 unvested RSUs, which will vest on June 14, 2026; (4) 10,532 unvested RSUs, which will vest in two equal annual installments beginning on August 15, 2026; and (5) 72,578 unvested RSUs, which will vest on September 25, 2027.
- [F11]Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not been previously forfeited.
- [F2]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.
- [F3]Price reflects weighted average sales price; actual sales prices ranged from $138.11 to $139.08. 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 $139.11 to $140.07. 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 $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.
- [F6]Price reflects weighted average sales price; actual sales prices ranged from $141.12 to $141.85. 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]Price reflects weighted average sales price; actual sales prices ranged from $142.28 to $143.26. 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.
- [F8]Price reflects weighted average sales price; actual sales prices ranged from $143.28 to $144.265. 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.
- [F9]Price reflects weighted average sales price; actual sales prices ranged from $144.286 to $144.80. 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.
Signature
/s/ Michael P. Hartung, by Kristine Murphy as attorney-in-fact|2026-05-12