FLO director exercises deferred stock, gets new grant

FLOWERS FOODS INC director Thomas Caldecot Chubb III reported compensation-related equity transactions with no open-market buying or selling.

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Form Type

Rhea-AI Filing Summary

FLOWERS FOODS INC director Thomas Caldecot Chubb III reported compensation-related equity transactions with no open-market buying or selling. He exercised deferred stock to acquire 9,350 shares of Common Stock and, after this exercise, held 55,211 Common shares directly. He also received a grant of 22,260 Deferred Stock units under company equity incentive plans, which are tied to Common Stock, have no exercise price, and no stated expiration, consistent with director compensation arrangements.

Insider Trade Summary

9,350 shares exercised/converted

Exercise 3 txns

Insider Chubb Thomas Caldecot III

Role Director

Type	Security	Shares	Price	Value
Exercise	Deferred Stock	9,350	$0.00	$0.00
Grant/Award	Deferred Stock	22,260	$0.00	$0.00
Exercise	Common Stock	9,350	$0.00	$0.00

Holdings After Transaction: Deferred Stock — 22,260 contracts (Direct); Common Stock — 55,211 shares (Direct)

Footnotes (4)

F1. Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).
F2. In accordance with the terms of the Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price.
F3. No expiration date.
F4. Granted under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan.

Key Figures

Common shares acquired via exercise: 9,350 shares Common shares held after transaction: 55,211 shares Deferred Stock grant: 22,260 units +2 more

5 metrics

Common shares acquired via exercise 9,350 shares Exercise of deferred stock into Common Stock on 2026-05-29

Common shares held after transaction 55,211 shares Direct Common Stock holdings following the reported transactions

Deferred Stock grant 22,260 units Deferred Stock awarded under company equity incentive plans

Exercise price per share $0.00 Deferred Stock and award terms specify no conversion or exercise price

Exercise date for Deferred Stock 2026-05-29 Date the Deferred Stock was exercised into Common Stock

Key Terms

Deferred Stock, 2014 Omnibus Equity and Incentive Compensation Plan, Deferred Shares Agreement for Directors, 2026 Equity and Incentive Compensation Plan

4 terms

Deferred Stock financial

"The filing reports transactions in "Deferred Stock" tied to Common Stock."

2014 Omnibus Equity and Incentive Compensation Plan financial

"Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan."

Deferred Shares Agreement for Directors financial

"In accordance with the terms of the Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price."

2026 Equity and Incentive Compensation Plan financial

"Granted under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan."

FAQ

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

What insider transactions did FLO director Thomas Caldecot Chubb III report?

He reported an exercise of deferred stock into 9,350 FLO Common shares and a grant of 22,260 Deferred Stock units. These awards are part of Flowers Foods’ equity incentive plans and appear compensation-related rather than open-market buying or selling.

Did the FLO Form 4 show any open-market stock sales or purchases?

No, the Form 4 for FLO shows no open-market sales or purchases. The activity consists of derivative exercises and a Deferred Stock grant, both tied to director compensation plans rather than discretionary trading in the open market.

How many FLOWERS FOODS (FLO) shares does the director hold after these transactions?

After exercising deferred stock, the director directly holds 55,211 FLO Common shares. This figure reflects his post-transaction Common Stock position as reported in the filing and does not include separate Deferred Stock units awarded as compensation.

What is the 22,260-unit Deferred Stock grant reported for FLO?

The 22,260-unit Deferred Stock grant is an equity award to the director under Flowers Foods’ incentive plans. It is denominated in Deferred Stock tied to Common Stock, carries no exercise price, and aligns with director compensation rather than cash-based pay.

Are the FLO director’s equity awards tied to a specific company plan?

Yes. The filing notes awards under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan, as amended, and the 2026 Equity and Incentive Compensation Plan. These plans govern how director equity compensation, including Deferred Stock, is structured.

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

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Accepted by SEC EDGAR 06/01/2026 - 06:35 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^*

Chubb Thomas Caldecot III

(Last)

(First)

(Middle)

1919 FLOWERS CIRCLE

(Street)

THOMASVILLE

GEORGIA

31757

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/29/2026		M		9,350	A	$0	55,211	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)
Deferred Stock⁽¹⁾	$0⁽²⁾	05/29/2026		M			9,350	05/29/2026	⁽³⁾	Common Stock	9,350	$0	0	D
Deferred Stock⁽⁴⁾	$0⁽²⁾	05/29/2026		A		22,260		05/27/2027	⁽³⁾	Common Stock	22,260	$0	22,260	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 Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price.

3. No expiration date.

4. Granted under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan.

	/s/ Stephanie B. Tillman, Agent	06/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR