Flowers Foods (NYSE: FLO) grants director 22,260 deferred shares

Rhea-AI Filing Summary

Flowers Foods director Joanne D. Smith received a grant of 22,260 deferred stock units. These were awarded on May 29, 2026 as compensation under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan.

The deferred stock has no exercise or conversion price and no expiration date, and is linked to 22,260 shares of common stock under a Deferred Shares Agreement for Directors. This is a compensation-related award rather than an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Smith Joanne D

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock	22,260	$0.00	--

Holdings After Transaction: Deferred Stock — 22,260 shares (Direct, null)

Footnotes (1)

1. Granted under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan. In accordance with the terms of the Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price. No expiration date.

Key Figures

Deferred stock granted: 22,260 units Underlying common stock: 22,260 shares Transaction price per unit: $0.00 per unit +1 more

4 metrics

Deferred stock granted 22,260 units Grant to director on May 29, 2026

Underlying common stock 22,260 shares Common stock linked to deferred stock units

Transaction price per unit $0.00 per unit Grant price for deferred stock

Director’s deferred stock after grant 22,260 units Total deferred stock holdings following transaction

Key Terms

Deferred Stock, Equity and Incentive Compensation Plan, Deferred Shares Agreement for Directors

3 terms

Deferred Stock financial

"security_title: Deferred Stock"

Equity and Incentive Compensation Plan financial

"Granted under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan."

Deferred Shares Agreement for Directors financial

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

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Form 4 Insider Transactions: What Each Field Means →

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Joanne D

(Last) (First) (Middle)

1919 FLOWERS CIRCLE

(Street)

THOMASVILLE GEORGIA 31757

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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

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

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

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)	05/29/2026		A		22,260		05/27/2027	(3)	Common Stock	22,260	$0	22,260	D

Explanation of Responses:

1. Granted under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan.

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

3. No expiration date.

	/s/ Stephanie B. Tillman, Agent	06/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did FLO director Joanne D. Smith report on this Form 4?

Director Joanne D. Smith reported receiving a grant of 22,260 deferred stock units. The award is a compensation grant, not an open-market share purchase, and is tied to an equal number of Flowers Foods common shares.

How many Flowers Foods (FLO) deferred shares were granted to the director?

The director received 22,260 deferred stock units. Each unit corresponds to one share of Flowers Foods common stock, making the total underlying common shares 22,260 as reported in the insider transaction details.

Did Joanne D. Smith pay a price for the 22,260 Flowers Foods deferred shares?

No, the reported transaction price per deferred share was $0.00. The filing describes the award as a grant under a company equity and incentive compensation plan, rather than a purchase in the open market.

Under which plan were the 22,260 deferred shares for FLO granted?

The deferred shares were granted under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan. A related footnote also references a Deferred Shares Agreement for Directors governing the terms of these deferred stock awards.

Do the Flowers Foods (FLO) deferred shares granted to the director have an expiration date?

The filing notes that the deferred shares have no expiration date. A footnote explicitly states there is no expiration and that, under the Deferred Shares Agreement for Directors, the award has no conversion or exercise price.