Flowers Foods (NYSE: FLO) director granted 9,191 deferred stock units

Rhea-AI Filing Summary

Flowers Foods, Inc. reported an equity award to one of its directors. On 01/01/2026, the director received 9,191 units of deferred stock under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan, as amended effective May 25, 2023.

The deferred stock is reported as a derivative security with a stated price of $0, consistent with non-cash director equity compensation. The award has no conversion or exercise price and no expiration date under the company’s Deferred Shares Agreement for Directors. Following this grant, the director beneficially owns 9,191 derivative securities, held directly.

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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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^*

Smith Joanne D

(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)
01/01/2026

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

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)	01/01/2026		A		9,191		01/01/2027	(3)	Common Stock	9,191	$0	9,191	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	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.

FAQ

What insider transaction did Flowers Foods (FLO) report in this Form 4?

A director of Flowers Foods, Inc. (FLO) reported receiving an award of 9,191 units of deferred stock as equity compensation.

When was the Flowers Foods (FLO) director equity award granted?

The deferred stock award to the director was granted on 01/01/2026, as the earliest transaction date.

How many deferred stock units did the Flowers Foods (FLO) director receive?

The director received 9,191 units of deferred stock, and beneficial ownership of derivative securities after the transaction is 9,191 units.

What type of security was granted to the Flowers Foods (FLO) director?

The award is classified as a deferred stock derivative security that is tied to the companys common stock.

Does the Flowers Foods (FLO) deferred stock award have an exercise or conversion price?

No. Under the Deferred Shares Agreement for Directors, the deferred shares do not have a conversion or exercise price, and the filing lists the price as $0.

When does the Flowers Foods (FLO) director deferred stock award expire?

The filing states there is no expiration date for the deferred stock award under the relevant plan documents.

Under which plan was the Flowers Foods (FLO) director equity grant made?

The deferred stock was granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan, as amended and restated effective May 25, 2023.