[Form 4/A] FLOWERS FOODS INC Amended Insider Trading Activity

Rhea-AI Filing Summary

Flowers Foods, Inc. director Sterling A. Spainhour Jr. reported an amended Form 4 showing a grant of 7,900 deferred shares dated 10/01/2025 under the 2014 Omnibus Equity and Incentive Compensation Plan (amended May 25, 2023). The deferred shares carry no conversion or exercise price and are recorded as representing 7,900 underlying common shares beneficially owned following the transaction. The record shows a date listed as exercisable on 05/21/2026 and a note indicating no expiration date. The filing was amended to add a confirming statement and is signed by an agent on 10/06/2025.

Positive

• 7,900 deferred shares granted to a director, increasing alignment with shareholders
• No exercise/conversion price on the deferred shares, indicating conversion without additional cash
• Amendment adds confirming statement to clarify the reported transaction

Negative

• None.

Insights

Corporate Governance Expert

Director received deferred equity as standard board compensation.

Granting 7,900 deferred shares to a director is a non‑cash compensation method that aligns the director’s interests with shareholders by tying value to common stock ownership rather than immediate cash payout. The award is granted under the company’s 2014 Omnibus Equity and Incentive Compensation Plan (amended 05/25/2023), which is the stated vehicle for director awards.

The filing notes the deferred shares have no exercise/conversion price and a listed exercisable date of 05/21/2026 while also stating no expiration date, which removes time pressure on conversion. Monitor board compensation disclosures in proxy statements for frequency and aggregate director equity to assess governance trends over the next proxy cycle.

Equity Compensation Analyst

This amendment confirms deferred share details and ownership post‑grant.

The statement records the award as deferred stock with 7,900 underlying common shares beneficially owned following the transaction, which is treated as a non‑derivative holding for the reporting person. The disclosure that the deferred shares have $0 exercise price is explicit and implies the award converts to common stock without additional payment when vesting or distribution conditions are met.

Key items to watch are the timing or triggers for distribution and any related tax elections, which are not detailed here; those specifics typically appear in plan documents or subsequent disclosures and will determine near‑term shareholder dilution and tax timing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Spainhour Sterling A Jr.

(Last) (First) (Middle)

1919 FLOWERS CIRCLE

(Street)

THOMASVILLE GA 31757

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FLOWERS FOODS INC [ FLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/02/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock(1)	$0(2)	10/01/2025		A		7,900		05/21/2026	(3)	Common Stock	7,900	$0	7,900	D

Explanation of Responses:

1. Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).

2. In accordance with the terms of the Flowers Foods, Inc. Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price.

3. No expiration date.

Remarks:

This amendment is being filed solely to add the confirming statement. Exhibit List: Exhibit 24 - Confirming Statement - Spainhour

	/s/ Stephanie B. Tillman, Agent	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Flowers Foods (FLO) report on the amended Form 4?

The amended Form 4 reports a director award of 7,900 deferred shares dated 10/01/2025, recorded as 7,900 underlying common shares beneficially owned following the transaction.

Do the deferred shares reported for FLO have an exercise price?

No. The filing states the deferred shares have no conversion or exercise price (listed as $0 in the disclosure).

When are the deferred shares exercisable or convertible?

The table lists a date exercisable of 05/21/2026 and separately notes no expiration date; the filing does not provide additional vesting or distribution triggers.

Under which plan were the deferred shares awarded?

The award was granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan as amended effective 05/25/2023.

Why was this Form 4 amended?

The amendment was filed solely to add the confirming statement, per the Remarks section of the filing.