Flowers Foods (NYSE: FLO) director reports stock exercise and new deferred share grant

Rhea-AI Filing Summary

Flowers Foods director William Jameson McFadden reported compensation-related equity activity with no open-market buying or selling. He exercised 9,350 deferred stock units into an equal number of Common Stock shares at a stated price of $0.00 per share, bringing his directly held Common Stock to 648,131 shares. A new award of 22,260 Deferred Stock units, convertible into 22,260 Common Stock shares, was also granted under the company’s equity and incentive plans. Footnotes note that 460,383 of the directly held shares are in a trust for which he is the sole beneficiary and that totals include shares acquired through dividend reinvestment. He also reports indirect Common Stock holdings for a son and daughter of 1,363 shares and 2,993.152 shares, respectively.

Insights

Equity compensation analyst

Routine director equity grant and exercise with no sales reported.

Director William Jameson McFadden exercised 9,350 deferred stock units into Common Stock and received a new grant of 22,260 Deferred Stock units. Both transactions are recorded at a stated price of $0.00 per unit, typical for equity compensation awards.

The filing shows 648,131 Common Stock shares held directly after the exercise, including 460,383 shares in a trust where he is the sole beneficiary, plus smaller indirect holdings for a son and daughter. No open-market purchases or sales occur, so the economic signal is mainly that he continues to receive and retain equity-based compensation.

Insider Trade Summary

9,350 shares exercised/converted

Mixed 5 txns

Insider McFadden William Jameson

Role null

Type	Security	Shares	Price	Value
Exercise	Deferred Stock	9,350	$0.00	--
Grant/Award	Deferred Stock	22,260	$0.00	--
Exercise	Common Stock	9,350	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Stock — 0 shares (Direct, null); Common Stock — 648,131 shares (Direct, null); Common Stock — 2,993.152 shares (Indirect, By Daughter)

Footnotes (1)

1. Includes 460,383 shares held in a trust, of which the reporting person is the sole beneficiary. Total includes shares acquired through reinvestment of dividends, based upon a statement dated 3/23/2026. Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023). 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. Granted under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan.

Key Figures

Deferred Stock exercised: 9,350 shares New Deferred Stock grant: 22,260 units Direct Common Stock holdings: 648,131 shares +3 more

6 metrics

Deferred Stock exercised 9,350 shares Converted into Common Stock on May 29, 2026 at $0.00

New Deferred Stock grant 22,260 units Grant on May 29, 2026 with underlying Common Stock

Direct Common Stock holdings 648,131 shares Total directly held after transactions

Trust-held shares 460,383 shares Held in a trust where he is sole beneficiary

Indirect holdings by son 1,363 shares Common Stock held indirectly "By Son"

Indirect holdings by daughter 2,993.152 shares Common Stock held indirectly "By Daughter"

Key Terms

Deferred Stock, 2014 Omnibus Equity and Incentive Compensation Plan, 2026 Equity and Incentive Compensation Plan, dividend reinvestment, +1 more

5 terms

Deferred Stock financial

"The filing lists transactions in "Deferred Stock" tied to Common Stock."

2014 Omnibus Equity and Incentive Compensation Plan financial

"Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan."

2026 Equity and Incentive Compensation Plan financial

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

dividend reinvestment financial

"Total includes shares acquired through reinvestment of dividends."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

trust financial

"Includes 460,383 shares held in a trust, of which he is sole beneficiary."

A trust is a legal setup in which one party (the trustee) holds and manages assets—like cash, stocks or property—on behalf of other people (beneficiaries) according to instructions from the person who created it (the grantor). Think of it as a locked box with a keyholder who must follow written rules; for investors it matters because trusts influence who controls and benefits from assets, affect taxes and succession, and can change how quickly or transparently shares are bought, sold or voted.

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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^*

McFadden William Jameson

(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
Common Stock	05/29/2026		M		9,350	A	$0	648,131(1)	D
Common Stock								2,993.152(2)	I	By Daughter
Common Stock								1,363	I	By Son

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(3)	$0(4)	05/29/2026		M			9,350	05/29/2026	(5)	Common Stock	9,350	$0	0	D
Deferred Stock(6)	$0(4)	05/29/2026		A		22,260		05/27/2027	(5)	Common Stock	22,260	$0	22,260	D

Explanation of Responses:

1. Includes 460,383 shares held in a trust, of which the reporting person is the sole beneficiary.

2. Total includes shares acquired through reinvestment of dividends, based upon a statement dated 3/23/2026.

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

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

5. No expiration date.

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

	/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 equity transactions did FLO director William McFadden report on this Form 4?

William McFadden reported exercising 9,350 Deferred Stock units into 9,350 Common Stock shares and receiving a new grant of 22,260 Deferred Stock units, all recorded at a stated price of $0.00 per unit as part of director compensation programs.

Did William McFadden buy or sell FLOWERS FOODS (FLO) shares in the market?

The filing shows no open-market purchases or sales. Activity consists of a 9,350-share exercise of Deferred Stock into Common Stock and a 22,260-unit Deferred Stock grant, both compensation-related rather than discretionary market trades.

How many FLO Common Stock shares does William McFadden hold after these transactions?

After these transactions, McFadden reports 648,131 Common Stock shares held directly. A footnote explains that this total includes 460,383 shares held in a trust where he is the sole beneficiary and shares acquired through dividend reinvestment.

What Deferred Stock position does William McFadden report in this FLO Form 4?

He reports a grant of 22,260 Deferred Stock units, each tied to 22,260 underlying Common Stock shares. A related entry shows 9,350 Deferred Stock units exercised, leaving 0 Deferred Stock units from that earlier award after conversion into Common Stock.

Does the FLO Form 4 show any indirect holdings for William McFadden’s family?

Yes. The filing lists indirect ownership of Common Stock labeled "By Son" and "By Daughter," with totals of 1,363 shares and 2,993.152 shares, respectively, reflecting family-related holdings attributed as indirect beneficial ownership.

Under which plans were William McFadden’s FLO Deferred Stock awards granted?

Footnotes state that Deferred Stock was granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan, as amended and restated effective May 25, 2023, and under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan.