WENDLER DANIEL 4

What Happened

• Daniel Wendler, Chief Accounting Officer of FLEX LTD. (FLEX), had 9,716 performance-based restricted share units (PSUs) vest on May 8, 2026 (awarded previously) and then sold 3,819 of the delivered shares on May 11, 2026 to cover tax withholding obligations. The sales generated total proceeds of approximately $543,791.
• Individual sell blocks on May 11, 2026: 312 @ $138.60 ($43,242); 335 @ $139.76 ($46,820); 414 @ $140.67 ($58,239); 234 @ $141.84 ($33,190); 1,081 @ $142.91 ($154,483); 996 @ $143.83 ($143,252); 447 @ $144.44 ($64,565). The 9,716 shares were recorded as acquired on May 8, 2026 at $0.00 (PSU vesting/delivery).

Key Details

• Transaction dates: PSUs vested/delivered May 8, 2026; shares sold May 11, 2026.
• Total sold: 3,819 shares for ~ $543,791; total acquired/delivered: 9,716 shares.
• Shares held after these transactions: net 5,897 shares retained from the vested PSUs (9,716 − 3,819), plus 12,886 unvested RSUs referenced in the filing (4,484 + 5,164 + 3,238) that remain subject to future vesting.
• Reason for sales: tax withholding related to the PSU vesting (footnote F2).
• Price notes: per-footnotes, each sale block price reflects a weighted-average and actual prices in each block fell within specified ranges (see F3–F9).
• Filing timeliness: no indication in the filing that this Form 4 was late.

Context

• These transactions were driven by award vesting and routine tax-withholding sales, not an open-market purchase signal. Award vesting (PSUs/RSUs) is common executive compensation; selling a portion to cover taxes is a typical administrative action and does not by itself indicate a change in insider sentiment.