Michael D. Capellas - May 28, 2024 Form 4 Insider Report for FLEX LTD. (FLEX)

Role: Director
Signature: /s/ Michael D. Capellas, by Kristine Murphy as attorney-in-fact
Stock symbol: FLEX
Transactions as of: May 28, 2024
Transactions value $: -$2,653,065
Form type: 4
Date filed: 5/30/2024, 08:22 PM
Previous filing: Dec 8, 2023
Next filing: Jul 10, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FLEX	Ordinary Shares	Sale	-$2.65M	-78.9K	-26.48%	$33.64	219K	May 28, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes 14,402 unvested restricted share units ("RSUs"), which vest in full on the date immediately prior to the date of Issuer's 2024 annual general meeting. Each unvested RSU represents a contingent right to receive one unrestricted, fully transferrable share for each vested RSU which has not been previously forfeited.
F2	In connection with the disposition of all remaining shares of Class B Common Stock of Nextracker Inc. ("Nextracker") owned indirectly by the Issuer, effective January 2, 2024 (the "Spin-Off"), and in accordance with the terms of the Second Amended and Restated Employee Matters Agreement by and among the Issuer and the other parties thereto, the number of the Issuer's Ordinary Shares ("Shares") underlying the Reporting Person's RSUs were adjusted to preserve their economic value post-Spin-Off. As a result, the balance reported in this Column 5 includes an additional 3,275 RSUs. Such adjustment is exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act. The award will continue to vest on its original schedule and otherwise has substantially the same terms and conditions as the original award.

Content

Includes 14,402 unvested restricted share units ("RSUs"), which vest in full on the date immediately prior to the date of Issuer's 2024 annual general meeting. Each unvested RSU represents a contingent right to receive one unrestricted, fully transferrable share for each vested RSU which has not been previously forfeited.

In connection with the disposition of all remaining shares of Class B Common Stock of Nextracker Inc. ("Nextracker") owned indirectly by the Issuer, effective January 2, 2024 (the "Spin-Off"), and in accordance with the terms of the Second Amended and Restated Employee Matters Agreement by and among the Issuer and the other parties thereto, the number of the Issuer's Ordinary Shares ("Shares") underlying the Reporting Person's RSUs were adjusted to preserve their economic value post-Spin-Off. As a result, the balance reported in this Column 5 includes an additional 3,275 RSUs. Such adjustment is exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act. The award will continue to vest on its original schedule and otherwise has substantially the same terms and conditions as the original award.