Flowers Foods counsel gets stock award, withholdings

Q: Was the FLO insider transaction a purchase or an award of shares?

The FLO insider activity was an award of shares, not an open-market purchase. The filing describes it as a grant or award acquisition tied to vesting contingent performance share units under the company’s 2014 Omnibus Equity and Incentive Compensation Plan.

Q: Why were 8,319 FLO shares disposed of in Stephanie Tillman’s Form 4?

The 8,319 shares were not ordinary sales but a tax-withholding disposition. The filing explains they were delivered at $9.65 per share to satisfy tax liabilities associated with the vesting of performance-based equity awards.

Q: What do the footnotes in Stephanie Tillman’s FLO Form 4 explain?

The footnotes explain the award vested from contingent performance share units under the 2014 Omnibus Equity Plan, that totals include exempt 401(k) allocations as of 01/31/2026, and that beneficial ownership is disclaimed for certain indirectly held children’s account shares.

Q: Does the FLO Form 4 show any indirect ownership for Stephanie Tillman?

Yes, the filing lists indirect holdings of 631.1 shares through a 401(k) plan and 600 shares as custodian for children’s accounts. A footnote states that beneficial ownership of these indirectly held shares is disclaimed.

FLOWERS FOODS INC Chief Legal Counsel Stephanie B. Tillman reported equity-related transactions in company common stock.

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Form Type

Rhea-AI Filing Summary

FLOWERS FOODS INC Chief Legal Counsel Stephanie B. Tillman reported equity-related transactions in company common stock. She acquired 18,704 shares at a price of $0.00 per share in a grant or award, increasing her directly held stake. On the same date, 8,319 shares were disposed of at $9.65 per share to satisfy tax withholding obligations related to this award. After these transactions, she directly held 110,098 common shares. Additional indirect holdings include shares in a 401(k) plan and in accounts for her children, where a footnote states that beneficial ownership is disclaimed.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider TILLMAN STEPHANIE B

Role Chief Legal Counsel

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	18,704	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	8,319	$9.65	$80K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 110,098 shares (Direct); Common Stock — 631.1 shares (Indirect, By 401(k)); Common Stock — 600 shares (Indirect, As custodian for children's accounts)

Footnotes (3)

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).
F2. Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based on a plan statement dated as of 01/31/2026.
F3. Beneficial ownership is disclaimed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did FLO Chief Legal Counsel Stephanie Tillman report?

Stephanie Tillman reported an equity award and related tax withholding. She received 18,704 shares of FLOWERS FOODS INC common stock and had 8,319 shares withheld at $9.65 per share to cover tax liabilities from the vesting.

Was the FLO insider transaction a purchase or an award of shares?

The FLO insider activity was an award of shares, not an open-market purchase. The filing describes it as a grant or award acquisition tied to vesting contingent performance share units under the company’s 2014 Omnibus Equity and Incentive Compensation Plan.

How many FLO shares does Stephanie Tillman hold after the reported Form 4 transactions?

After the reported transactions, Stephanie Tillman directly holds 110,098 shares of FLOWERS FOODS INC common stock. The filing also shows smaller indirect positions via a 401(k) plan and children’s accounts, for which beneficial ownership is disclaimed.

Why were 8,319 FLO shares disposed of in Stephanie Tillman’s Form 4?

The 8,319 shares were not ordinary sales but a tax-withholding disposition. The filing explains they were delivered at $9.65 per share to satisfy tax liabilities associated with the vesting of performance-based equity awards.

What do the footnotes in Stephanie Tillman’s FLO Form 4 explain?

The footnotes explain the award vested from contingent performance share units under the 2014 Omnibus Equity Plan, that totals include exempt 401(k) allocations as of 01/31/2026, and that beneficial ownership is disclaimed for certain indirectly held children’s account shares.

Does the FLO Form 4 show any indirect ownership for Stephanie Tillman?

Yes, the filing lists indirect holdings of 631.1 shares through a 401(k) plan and 600 shares as custodian for children’s accounts. A footnote states that beneficial ownership of these indirectly held shares is disclaimed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/27/2026 - 01:10 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^*

TILLMAN STEPHANIE B

(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 Legal Counsel

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		18,704⁽¹⁾	A	$0	118,417	D
Common Stock	02/25/2026		F		8,319	D	$9.65	110,098	D
Common Stock								631.1	I	By 401(k)⁽²⁾
Common Stock								600	I	As custodian for children's accounts⁽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)

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 exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based on a plan statement dated as of 01/31/2026.

3. Beneficial ownership is disclaimed.

	/s/ Stephanie B. Tillman	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