Flowers Foods (FLO) COO logs performance share vesting and tax share disposal

Rhea-AI Filing Summary

FLOWERS FOODS INC President and COO Varnedoe Heeth IV reported equity-related transactions in company common stock. On February 25, 2026, he acquired 20,543 shares at $0.00 per share through the vesting of contingent performance share units granted under the company’s 2014 Omnibus Equity and Incentive Compensation Plan. On the same date, 7,178 shares at $9.65 per share were disposed of in a tax-withholding transaction to cover exercise price or tax liabilities, rather than as an open-market sale. Following these transactions, his directly held ownership was 105,821.8214 shares, which includes shares acquired through dividend reinvestment based on a statement dated December 31, 2025. He also reported indirect ownership of 19,000 shares held by a trust for children.

Insights

Equity Compensation Analyst

Routine vesting of performance shares with tax withholding; net effect is administrative.

The filing shows Varnedoe Heeth IV receiving 20,543 Flowers Foods common shares via vesting of contingent performance share units under the 2014 Omnibus plan, a standard equity compensation event for senior executives.

To satisfy exercise price or tax obligations, 7,178 shares at $9.65 per share were disposed of through a tax-withholding transaction, not an open-market sale. After these entries, direct holdings total 105,821.8214 shares and indirect trust holdings are 19,000 shares.

These mechanics are typical for equity awards and primarily reflect compensation and tax administration rather than a discretionary buy or sell decision. On balance, the information looks routine and does not, on its own, indicate a directional view on the stock.

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
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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^*

Varnedoe Heeth IV

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		A		20,543(1)	A	$0	112,999.8214(2)	D
Common Stock	02/25/2026		F		7,178	D	$9.65	105,821.8214(2)	D
Common Stock								19,000	I	By Trust for Children

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

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).

2. Total includes shares acquired through reinvestment of dividends, based upon a statement dated 12/31/2025.

	/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.

FAQ

What did Flowers Foods (FLO) executive Varnedoe Heeth IV report in this Form 4?

He reported equity-related transactions in Flowers Foods common stock, including the vesting of 20,543 contingent performance share units and a related tax-withholding share disposition, updating both his direct and indirect share ownership positions at the company.

How many Flowers Foods shares did Varnedoe Heeth IV acquire in the latest Form 4?

He acquired 20,543 shares of Flowers Foods common stock at $0.00 per share through vesting of contingent performance share units granted under the company’s 2014 Omnibus Equity and Incentive Compensation Plan, reflecting routine executive equity compensation rather than an open-market purchase.

Why were 7,178 Flowers Foods shares disposed of at $9.65 in the Form 4?

The 7,178 shares at $9.65 per share were disposed of to pay the exercise price or tax liabilities by delivering securities, a tax-withholding transaction commonly linked to vesting equity awards, rather than a discretionary open-market sale by the executive.

What is Varnedoe Heeth IV’s Flowers Foods share ownership after these transactions?

After the reported transactions, his direct ownership stands at 105,821.8214 Flowers Foods common shares, which includes shares acquired through dividend reinvestment, and he also has indirect ownership of 19,000 shares held by a trust for children.

What equity plan governs the performance share units in Flowers Foods’ Form 4?

The vested contingent performance share units were granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan, which was amended and restated effective May 25, 2023, and is used to deliver stock-based compensation to company executives.

Does the Flowers Foods Form 4 indicate an open-market buy or sell by Varnedoe Heeth IV?

No, the Form 4 reflects vesting of performance share units as an equity award and a tax-withholding disposition of shares to cover obligations, rather than any open-market buying or selling activity initiated for investment purposes by the executive.