[Form 4] FLOWERS FOODS INC Insider Trading Activity

Rhea-AI Filing Summary

The Form 4 shows that Sterling A. Spainhour Jr., a director of Flowers Foods, Inc. (FLO), was awarded 7,900 deferred shares on 10/01/2025 under the company’s 2014 Omnibus Equity and Incentive Compensation Plan (amended May 25, 2023). The deferred shares carry no conversion or exercise price and the filing describes them as having no expiration date. The awards are listed as direct ownership, leaving Mr. Spainhour with 7,900 shares beneficially owned following the transaction. The deferred shares are noted as dated exercisable 05/21/2026 in the table of derivative securities, and the filing states the grant is governed by the company’s Deferred Shares Agreement for Directors.

Positive

• 7,900 deferred shares awarded aligns director compensation with shareholder interests
• No exercise/conversion price for the deferred shares could simplify future vesting/settlement under the Deferred Shares Agreement

Negative

• None.

Insights

Corporate Governance Analyst

Director awarded 7,900 deferred shares with no price or expiration.

This grant to Sterling A. Spainhour Jr. is a routine director compensation event under the 2014 Omnibus Equity and Incentive Compensation Plan. Such deferred shares align director pay with shareholder outcomes by delivering equity rather than cash.

The award is described as having no conversion/exercise price and no expiration date, with an exercisable indication of 05/21/2026, which means the director’s economic exposure is tied to common stock but subject to the Deferred Shares Agreement terms.

Equity Compensation Specialist

Grant structure: deferred shares paid to a director, governed by plan and agreement.

The filing specifies the award is made under the company’s amended plan and the Deferred Shares Agreement for Directors; the shares list $0 as conversion/exercise price. The report shows 7,900 shares added to direct beneficial ownership, indicating the director now directly holds those deferred shares.

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)

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.

	/s/ Stephanie B. Tillman, Agent	10/02/2025
	** 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 transaction did the Form 4 for FLO report?

The Form 4 reports that director Sterling A. Spainhour Jr. was granted 7,900 deferred shares on 10/01/2025 under the company’s equity plan.

How many shares does the reporting person own after the transaction?

The reporting person beneficially owns 7,900 shares following the reported transaction.

Do the deferred shares have an exercise price or expiration date?

The filing states the deferred shares have no conversion or exercise price and no expiration date.

Under what plan were the shares granted?

The shares were granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (amended May 25, 2023).

When are the deferred shares noted as exercisable?

The derivative securities table indicates a date of exercisability of 05/21/2026 for the underlying common stock.