Flowers Foods (NYSE: FLO) director reports stock and deferred share shifts

Q: How many Flowers Foods (FLO) shares does the director own after the reported transactions?

Following the transactions, the director beneficially owns 168,022.5803 shares of Flowers Foods common stock directly and 550.0567 shares indirectly through a spouse as custodian for a minor grandchild, with beneficial ownership of the indirect position disclaimed.

Q: What type of securities were involved in the Flowers Foods (FLO) director’s transactions?

The transactions involve Flowers Foods common stock and deferred stock (including dividend equivalent units that settle in common stock) granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).

Q: Were any of the deferred stock awards forfeited by the Flowers Foods (FLO) director?

Yes. The explanation states there was a forfeiture of deferred shares upon the reporting person’s retirement from the Board of Directors, effective December 31, 2025 .

Q: Do the deferred stock awards for the Flowers Foods (FLO) director have an exercise price or expiration date?

The filing notes that the deferred shares do not have a conversion or exercise price and that for these awards there is no expiration date , consistent with the Flowers Foods Deferred Shares Agreement for Directors and the accompanying footnotes.

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Flowers Foods director reports equity changes tied to board retirement. On December 31, 2025, the reporting person, a director of Flowers Foods, Inc., had multiple deferred stock awards partially vest and convert into common stock at a price of $0 per share under the company’s 2014 Omnibus Equity and Incentive Compensation Plan, in connection with retirement from the Board of Directors effective that date. Certain deferred shares were also forfeited at retirement.

After these transactions, the director beneficially owns 168,022.5803 shares of Flowers Foods common stock directly, plus 550.0567 shares indirectly through a spouse acting as custodian for a minor grandchild, with beneficial ownership in that indirect position disclaimed. Several derivative positions are noted as deferred stock or dividend equivalent units that settle in common stock and in many cases have no expiration date or exercise price.

01/05/2026 - 09:58 PM

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^*

STITH MELVIN T

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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)
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	12/31/2025		M		6,233⁽¹⁾	A	$0	50,567.5803	D
Common Stock	12/31/2025		M		8,055	A	$0	58,622.5803	D
Common Stock	12/31/2025		M		6,953	A	$0	65,575.5803	D
Common Stock	12/31/2025		M		6,571	A	$0	72,146.5803	D
Common Stock	12/31/2025		M		6,099	A	$0	78,245.5803	D
Common Stock	12/31/2025		M		7,196	A	$0	85,441.5803	D
Common Stock	12/31/2025		M		7,007	A	$0	92,448.5803	D
Common Stock	12/31/2025		M		7,353	A	$0	99,801.5803	D
Common Stock	12/31/2025		M		8,553	A	$0	108,354.5803	D
Common Stock	12/31/2025		M		10,642	A	$0	118,996.5803	D
Common Stock	12/31/2025		M		7,560	A	$0	126,556.5803	D
Common Stock	12/31/2025		M		7,170	A	$0	133,726.5803	D
Common Stock	12/31/2025		M		5,415	A	$0	139,141.5803	D
Common Stock	12/31/2025		M		6,030	A	$0	145,171.5803	D
Common Stock	12/31/2025		M		6,026	A	$0	151,197.5803	D
Common Stock	12/31/2025		M		6,934	A	$0	158,131.5803	D
Common Stock	12/31/2025		M		9,891	A	$0	168,022.5803	D
Common Stock								550.0567⁽²⁾	I	By Spouse as custodian for minor grandchild⁽³⁾

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)
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		A		2,871⁽⁶⁾		05/24/2018	⁽⁷⁾	Common Stock	2,871	$0	9,891	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		A		2,053⁽⁶⁾		05/23/2019	⁽⁷⁾	Common Stock	2,053	$0	8,553	D
Deferred Stock⁽⁴⁾	⁽⁵⁾	12/31/2025		A		1,573⁽⁸⁾		05/21/2020	⁽⁷⁾	Common Stock	1,573	$0	7,353	D
Deferred Stock⁽⁴⁾	⁽⁵⁾	12/31/2025		A		1,307⁽⁶⁾		05/27/2021	⁽⁷⁾	Common Stock	1,307	$0	7,007	D
Deferred Stock⁽⁴⁾	⁽⁵⁾	12/31/2025		A		1,146⁽⁶⁾		05/26/2022	⁽⁷⁾	Common Stock	1,146	$0	7,196	D
Deferred Stock⁽⁴⁾	⁽⁵⁾	12/31/2025		A		799⁽⁶⁾		05/26/2023	⁽⁷⁾	Common Stock	799	$0	6,099	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		A		631⁽⁶⁾		05/23/2024	⁽⁷⁾	Common Stock	631	$0	6,571	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		A		383⁽⁶⁾		05/22/2025	⁽⁷⁾	Common Stock	383	$0	6,953	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		D			3,117⁽⁹⁾	05/21/2026	⁽⁷⁾	Common Stock	3,117	$0	6,233	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			6,233	05/21/2026	⁽⁷⁾	Common Stock	6,233	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			8,055	06/03/2009	⁽⁷⁾	Common Stock	8,055	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			6,953	05/22/2025	⁽⁷⁾	Common Stock	6,953	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			6,571	05/23/2024	⁽⁷⁾	Common Stock	6,571	$0	0	D
Deferred Stock⁽⁴⁾	⁽⁵⁾	12/31/2025		M			6,099	05/26/2023	⁽⁷⁾	Common Stock	6,099	$0	0	D
Deferred Stock⁽⁴⁾	⁽⁵⁾	12/31/2025		M			7,196	05/26/2022	⁽⁷⁾	Common Stock	7,196	$0	0	D
Deferred Stock⁽⁴⁾	⁽⁵⁾	12/31/2025		M			7,007	05/27/2021	⁽⁷⁾	Common Stock	7,007	$0	0	D
Deferred Stock⁽⁴⁾	⁽⁵⁾	12/31/2025		M			7,353	05/21/2020	⁽⁷⁾	Common Stock	7,353	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			8,553	05/23/2019	⁽⁷⁾	Common Stock	8,553	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			10,642	06/09/2010	⁽⁷⁾	Common Stock	10,642	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			7,560	05/27/2012	⁽⁷⁾	Common Stock	7,560	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			7,170	06/05/2013	⁽⁷⁾	Common Stock	7,170	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			5,415	05/28/2014	⁽⁷⁾	Common Stock	5,415	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			6,030	05/23/2015	⁽⁷⁾	Common Stock	6,030	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			6,026	06/09/2016	⁽⁷⁾	Common Stock	6,026	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			6,934	05/25/2017	⁽⁷⁾	Common Stock	6,934	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽⁵⁾	12/31/2025		M			9,891	05/24/2018	⁽⁷⁾	Common Stock	9,891	$0	0	D

Explanation of Responses:

1. Partial vesting of deferred stock granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023) upon the reporting person's retirement from the Board of Directors, effective December 31, 2025.

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

3. Beneficial ownership is disclaimed.

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

5. 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.

6. Dividend equivalent units settled in common stock.

7. No expiration date.

8. Dividend equivalent units settled in common stock.

9. Forfeiture of deferred shares upon the reporting person's retirement from the Board of Directors, effective December 31, 2025.

	/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).
** 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

FAQ

What insider activity at Flowers Foods (FLO) is disclosed in this Form 4?

The filing reports a Flowers Foods director’s equity transactions on December 31, 2025, including partial vesting, conversion, and forfeiture of deferred stock awards in connection with retirement from the Board of Directors.

How many Flowers Foods (FLO) shares does the director own after the reported transactions?

Following the transactions, the director beneficially owns 168,022.5803 shares of Flowers Foods common stock directly and 550.0567 shares indirectly through a spouse as custodian for a minor grandchild, with beneficial ownership of the indirect position disclaimed.

What type of securities were involved in the Flowers Foods (FLO) director’s transactions?

The transactions involve Flowers Foods common stock and deferred stock (including dividend equivalent units that settle in common stock) granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).

Were any of the deferred stock awards forfeited by the Flowers Foods (FLO) director?

Yes. The explanation states there was a forfeiture of deferred shares upon the reporting person’s retirement from the Board of Directors, effective December 31, 2025.

Do the deferred stock awards for the Flowers Foods (FLO) director have an exercise price or expiration date?

The filing notes that the deferred shares do not have a conversion or exercise price and that for these awards there is no expiration date, consistent with the Flowers Foods Deferred Shares Agreement for Directors and the accompanying footnotes.

Under which equity plan were the Flowers Foods (FLO) deferred stock awards granted?

The deferred stock and related dividend equivalent units were granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan, which is noted as amended and restated effective May 25, 2023.

Flowers Foods (NYSE: FLO) director reports stock and deferred share shifts

Rhea-AI Filing Summary

Positive

Negative

FAQ

What insider activity at Flowers Foods (FLO) is disclosed in this Form 4?

How many Flowers Foods (FLO) shares does the director own after the reported transactions?

What type of securities were involved in the Flowers Foods (FLO) director’s transactions?

Were any of the deferred stock awards forfeited by the Flowers Foods (FLO) director?

Do the deferred stock awards for the Flowers Foods (FLO) director have an exercise price or expiration date?

Under which equity plan were the Flowers Foods (FLO) deferred stock awards granted?

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Flowers Foods (NYSE: FLO) director reports stock and deferred share shifts

Rhea-AI Filing Summary

Positive

Negative

FAQ

What insider activity at Flowers Foods (FLO) is disclosed in this Form 4?

How many Flowers Foods (FLO) shares does the director own after the reported transactions?

What type of securities were involved in the Flowers Foods (FLO) director’s transactions?

Were any of the deferred stock awards forfeited by the Flowers Foods (FLO) director?

Do the deferred stock awards for the Flowers Foods (FLO) director have an exercise price or expiration date?

Under which equity plan were the Flowers Foods (FLO) deferred stock awards granted?

NYSE:FLO

FLO Rankings

FLO Latest News

FLO Latest SEC Filings

FLO Stock Data