Flowers Foods (NYSE: FLO) CBO reports share award vesting and tax share withholding

Rhea-AI Filing Summary

FLOWERS FOODS INC Chief Brand Officer Mark H. Courtney reported equity compensation activity involving company common stock. On February 25, 2026, he acquired 12,857 shares at $0.00 per share as a grant/award tied to the vesting of contingent performance share units under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.

On the same date, 5,943 shares were disposed of at $9.65 per share to satisfy tax withholding obligations by delivering shares. After these transactions, he directly held 103,339 common shares, and indirectly held 2,119.88 shares through a 401(k) account, based on a plan statement as of January 31, 2026.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider COURTNEY H MARK

Role Chief Brand Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,857	$0.00	--
Tax Withholding	Common Stock	5,943	$9.65	$57K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 109,282 shares (Direct); Common Stock — 2,119.88 shares (Indirect, By 401(k))

Footnotes (1)

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). Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based upon a plan statement dated as of 1/31/2026.

Form 4 Insider Transactions: What Each Field Means →

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^*

COURTNEY H MARK

(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)
	Chief Brand Officer

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		12,857(1)	A	$0	109,282	D
Common Stock	02/25/2026		F		5,943	D	$9.65	103,339	D
Common Stock								2,119.88	I	By 401(k)(2)

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 exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based upon a plan statement dated as of 1/31/2026.

	/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 insider transactions did FLO Chief Brand Officer Mark H. Courtney report?

Mark H. Courtney reported a stock award vesting and a tax-related share disposition. He received 12,857 common shares at no cost and 5,943 shares were withheld at $9.65 per share to cover tax obligations tied to the award vesting.

How many FLOWERS FOODS (FLO) shares did Mark H. Courtney acquire in this Form 4?

He acquired 12,857 shares of FLOWERS FOODS common stock at $0.00 per share. The filing describes this as vesting of contingent performance share units granted under the company’s 2014 Omnibus Equity and Incentive Compensation Plan, amended and restated effective May 25, 2023.

Why were 5,943 FLOWERS FOODS (FLO) shares disposed of in Mark H. Courtney’s Form 4?

The 5,943 shares were disposed of to pay tax liabilities by delivering shares valued at $9.65 each. The transaction is coded “F,” indicating payment of exercise price or tax liability, rather than an open-market sale initiated for investment or portfolio reasons.

What are Mark H. Courtney’s FLOWERS FOODS (FLO) holdings after these transactions?

After the reported transactions, Mark H. Courtney directly held 103,339 FLOWERS FOODS common shares. He also indirectly held 2,119.88 additional shares through the issuer’s 401(k) plan, based on a plan statement dated January 31, 2026, as noted in the filing.

What compensation plan governed the share vesting reported for FLO’s Chief Brand Officer?

The vesting relates to contingent performance share units granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan. This plan was amended and restated effective May 25, 2023, and serves as the framework for equity-based awards to executives.

Is the share disposition in FLO’s Form 4 a normal tax-withholding event?

Yes. The filing labels the 5,943-share disposition with transaction code “F,” defined as payment of exercise price or tax liability by delivering securities. This indicates a standard tax-withholding mechanism accompanying the vesting of an equity award, rather than a discretionary stock sale.