Flowers Foods (NYSE: FLO) director logs stock grant and exercise in Form 4

Rhea-AI Filing Summary

FLOWERS FOODS INC director Sterling A. Spainhour Jr. reported compensation‑related equity activity involving common and deferred stock. On May 29, 2026, he exercised 7,900 shares of Deferred Stock, receiving 7,900 shares of Common Stock held directly.

On the same date, he was granted 22,260 units of Deferred Stock, each representing an equivalent number of common shares, under company equity and incentive compensation plans. These transactions are awards and derivative exercises, not open‑market purchases or sales.

Insider Trade Summary

7,900 shares exercised/converted

Mixed 3 txns

Insider Spainhour Sterling A Jr.

Role null

Type	Security	Shares	Price	Value
Exercise	Deferred Stock	7,900	$0.00	--
Grant/Award	Deferred Stock	22,260	$0.00	--
Exercise	Common Stock	7,900	$0.00	--

Holdings After Transaction: Deferred Stock — 0 shares (Direct, null); Common Stock — 7,900 shares (Direct, null)

Footnotes (1)

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

Key Figures

Common shares acquired: 7,900 shares Deferred Stock granted: 22,260 units Common shares held after: 7,900 shares +1 more

4 metrics

Common shares acquired 7,900 shares Exercise of Deferred Stock into Common Stock on May 29, 2026

Deferred Stock granted 22,260 units Director Deferred Stock award on May 29, 2026

Common shares held after 7,900 shares Total Common Stock directly owned following reported transactions

Exercise price of Deferred Stock $0.00 per unit Deferred Stock has no conversion or exercise price under agreement

Key Terms

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

4 terms

Deferred Stock financial

"The filing lists transactions in "Deferred Stock" linked to Common Stock."

2014 Omnibus Equity and Incentive Compensation Plan financial

"Footnotes state awards were granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan."

2026 Equity and Incentive Compensation Plan financial

"A footnote notes an award granted under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan."

Deferred Shares Agreement for Directors financial

"One footnote references the Deferred Shares Agreement for Directors governing conversion terms."

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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^*

Spainhour Sterling A Jr.

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/29/2026		M		7,900	A	$0	7,900	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock(1)	$0(2)	05/29/2026		M			7,900	05/29/2026	(3)	Common Stock	7,900	$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)

FAQ

What did Sterling A. Spainhour Jr. report in this FLOWERS FOODS (FLO) Form 4?

He reported compensation-related equity activity. Spainhour exercised 7,900 Deferred Stock units into 7,900 Common Stock shares and received a new grant of 22,260 Deferred Stock units, all held directly as part of director compensation.

How many FLOWERS FOODS (FLO) common shares did Spainhour acquire?

He acquired 7,900 Common Stock shares. These came from exercising 7,900 Deferred Stock units on May 29, 2026, so the transaction reflects a derivative exercise rather than an open-market purchase on an exchange.

What new Deferred Stock award did Spainhour receive from FLOWERS FOODS (FLO)?

He received a grant of 22,260 Deferred Stock units. Each unit is linked to an equivalent number of FLOWERS FOODS common shares and was granted under the company’s equity and incentive compensation plans for directors.

Were these FLOWERS FOODS (FLO) Form 4 transactions open-market buys or sells?

No, they were not open-market trades. The filing shows a derivative exercise of Deferred Stock into Common Stock and a grant of new Deferred Stock units, both categorized as compensation and derivative activity, not market purchases or sales.

Under which plans were Spainhour’s FLOWERS FOODS (FLO) awards granted?

Footnotes state awards were granted under Flowers Foods’ equity and incentive compensation plans, including the 2014 Omnibus Equity and Incentive Compensation Plan and the 2026 Equity and Incentive Compensation Plan, which govern director stock-based awards.