Form 4: Flex Ltd. Chief Accounting Officer Reports Routine Share Transactions Following Equity Vesting

Flex Ltd.'s Chief Accounting Officer, Daniel Wendler, reported the acquisition of shares from performance-based restricted share units and subsequent sales to cover tax obligations.

Summary

• Daniel Wendler, Chief Accounting Officer of Flex Ltd., reported transactions involving the company's ordinary shares on June 3 and June 4, 2025.
• On June 3, 2025, Mr. Wendler acquired 12,480 ordinary shares at a price of $0, resulting from the vesting of performance-based restricted share units (PSUs).
• These PSUs were originally awarded on June 1, 2022, and their vesting was contingent upon the achievement of a specific performance criterion for the three-year period ending June 2, 2025, which the Issuer certified as achieved on June 2, 2025.
• Also on June 3, 2025, 1,619 ordinary shares were sold at a weighted average price of $42.9066 (ranging from $42.64 to $43.10) to cover tax withholding obligations related to the vesting of restricted share units (RSUs).
• On June 4, 2025, an additional 4,953 ordinary shares were sold at a weighted average price of $42.8686 (ranging from $42.60 to $43.08) to cover tax withholding obligations associated with the vesting of the PSUs.
• Following these reported transactions, Mr. Wendler directly beneficially owns 44,584 ordinary shares.
• This beneficial ownership includes 6,725 unvested RSUs, which are scheduled to vest in three equal annual installments beginning on June 12, 2025, and 6,477 unvested RSUs, which will vest in two equal annual installments beginning on June 14, 2025.

Sentiment

Score: 5

Explanation: The document reports routine insider transactions related to executive compensation and tax obligations, which are neutral in sentiment. The vesting of performance-based units is a positive for the executive, but the sales are for tax purposes, not discretionary.

Positives

• The achievement of performance criteria for the performance-based restricted share units (PSUs) indicates that Flex Ltd. met its targets, leading to the vesting of 12,480 shares for the Chief Accounting Officer.

Negatives

• Sales of shares by an officer, even if for tax purposes, result in a reduction of their direct ownership stake in the company.

Stakeholder Impact

• Shareholders: The vesting of performance-based units suggests the company met certain performance targets, which could be viewed positively. The sales are for tax purposes and are a common occurrence for executives receiving equity compensation.
• Employees: The report reflects standard executive compensation practices, which may indicate a stable and predictable compensation structure within the company.

Next Steps

• Vesting of 6,725 unvested RSUs in three equal annual installments beginning on June 12, 2025.
• Vesting of 6,477 unvested RSUs in two equal annual installments beginning on June 14, 2025.

Key Dates

Keywords

Flex Ltd., FLEX, Form 4, Insider Trading, Share Transactions, Restricted Stock Units, Performance Stock Units, Executive Compensation, Tax Withholding, Daniel Wendler, Chief Accounting Officer