Equity award and tax-withholding share disposition for Flowers Foods (NYSE: FLO) CSCO

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Form Type

Rhea-AI Filing Summary

Flowers Foods Chief Supply Chain Officer Thomas L. Winters reported equity compensation activity involving company common stock. On the transaction date, he acquired 10,921 shares through a grant or award at a price of $0.0000 per share, reflecting vesting of contingent performance share units under the company’s 2014 Omnibus Equity and Incentive Compensation Plan. In a related tax-withholding disposition, 4,419 shares were delivered at $9.6500 per share to cover tax obligations, leaving him with 50,384 shares of common stock held directly after these transactions.

Insider Trade Summary

Net Buyer: 6,502 shares

Net Buy 2 txns

Insider Winters Thomas L

Role Chief Supply Chain Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,921	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,419	$9.65	$43K

Holdings After Transaction: Common Stock — 50,384 shares (Direct)

Footnotes (1)

F1. Vesting of contingent performance share units granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/27/2026 - 01:31 PM

FAQ

What insider transactions did Flowers Foods (FLO) report for Thomas L. Winters?

Flowers Foods reported that Chief Supply Chain Officer Thomas L. Winters received a grant of 10,921 common shares and had 4,419 shares disposed of to cover tax obligations. These transactions are part of his equity compensation, leaving him with 50,384 directly held shares.

Was the Flowers Foods (FLO) insider transaction a stock purchase or sale?

The activity was primarily an equity award and related tax-withholding disposition, not an open-market stock purchase or sale. Winters received 10,921 shares through vesting and 4,419 shares were delivered to satisfy tax liabilities tied to that vesting.

How many Flowers Foods (FLO) shares does Thomas L. Winters own after this Form 4?

After the reported transactions, Thomas L. Winters directly holds 50,384 shares of Flowers Foods common stock. This figure reflects both the 10,921-share equity grant and the 4,419-share tax-withholding disposition reported in the same Form 4 filing.

What is the nature of the equity award reported for Flowers Foods (FLO) executive Thomas L. Winters?

The award represents vesting of contingent performance share units under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan. This vesting resulted in the acquisition of 10,921 common shares, highlighting performance-based long-term compensation for the executive.

At what price were Flowers Foods (FLO) shares used for the tax-withholding disposition?

For the tax-withholding disposition, 4,419 Flowers Foods common shares were valued at $9.6500 per share. These shares were delivered to satisfy tax liabilities arising from the vesting of performance share units, rather than sold in an open-market transaction.

Does the Flowers Foods (FLO) Form 4 indicate open-market trading by Thomas L. Winters?

No, the Form 4 indicates an equity grant and a tax-withholding disposition, not open-market trading. The acquisition reflects vesting of performance share units, while the disposition covers tax obligations associated with that vesting event.

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^*

Winters Thomas L

(Last)

(First)

(Middle)

1919 FLOWERS CIRCLE

(Street)

THOMASVILLE

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/25/2026		A		10,921⁽¹⁾	A	$0	54,803	D
Common Stock	02/25/2026		F		4,419	D	$9.65	50,384	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Vesting of contingent performance share units granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).

	/s/ Stephanie B. Tillman, Agent	02/27/2026
	** 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.

Source: View Original Filing on SEC EDGAR