Flowers Foods (NYSE: FLO) director updates stock and deferred share positions

Rhea-AI Filing Summary

Flowers Foods, Inc. director reported equity transactions and updated holdings. On 01/01/2026, the director converted 7,196 deferred stock units into common stock at a price of $0, and also acquired 1,146 additional deferred stock units representing dividend equivalents that will settle in common stock.

After these transactions, the director beneficially owned 98,731.1029 shares of Flowers Foods common stock directly and 100 shares indirectly through a child. The derivative awards were granted under the company’s 2014 Omnibus Equity and Incentive Compensation Plan and certain deferred share awards have no expiration date and no exercise price under the applicable Deferred Shares Agreement for Directors.

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

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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^*

SPEAR JAMES T

(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)
01/01/2026

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

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
Common Stock	01/01/2026		M		7,196(1)	A	$0	98,731.1029	D
Common Stock								100	I	Shares owned by child

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(2)	(3)	01/01/2026		A		1,146(4)		05/27/2022	(5)	Common Stock	1,146	$0	7,196	D
Deferred Stock(2)	(3)	01/01/2026		M			7,196	05/27/2022	(5)	Common Stock	7,196	$0	0	D

Explanation of Responses:

1. Includes dividend equivalent units settled in common stock.

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

3. 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.

4. Dividend equivalent units settled in common stock.

5. No expiration date.

	/s/ Stephanie B. Tillman, Agent	01/05/2026
	** 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).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction was reported for FLO on Form 4?

A Flowers Foods director reported converting 7,196 deferred stock units into common stock and acquiring 1,146 additional deferred stock units that will be settled in common stock, all dated 01/01/2026.

How many Flowers Foods (FLO) shares does the director own after this transaction?

Following the reported transactions, the director beneficially owned 98,731.1029 shares of Flowers Foods common stock directly and 100 shares indirectly through a child.

What type of derivative securities did the FLO director report?

The director reported deferred stock units that are settled in Flowers Foods common stock and were granted under the company’s equity and incentive compensation plan.

What was the exercise or conversion price for the reported FLO deferred stock?

The conversion of the 7,196 deferred stock units into common stock occurred at a price of $0, and the deferred shares awarded do not have a conversion or exercise price under the applicable agreement.

Under which plan were the Flowers Foods deferred stock units granted?

The deferred stock units were granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).

Do the reported FLO deferred share awards have an expiration date?

The filing notes that certain deferred share awards have no expiration date under the applicable Deferred Shares Agreement for Directors.