Flowers Foods director granted 22,260 deferred shares

Flowers Foods director James T. Spear received an award of 22,260 deferred stock units linked to common stock.

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Rhea-AI Filing Summary

Flowers Foods director James T. Spear received an award of 22,260 deferred stock units linked to common stock. The grant was made on May 29, 2026 under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan at a price of $0.00 per unit. Following this award, he holds 22,260 deferred stock units directly. The deferred shares have no conversion or exercise price and no expiration date, and are tied to an equal number of underlying shares of common stock.

Insider Trade Summary

Grant/Award: 22,260 shares

Grant/Award 1 txn

Insider SPEAR JAMES T

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock	22,260	$0.00	$0.00

Holdings After Transaction: Deferred Stock — 22,260 contracts (Direct)

Footnotes (3)

F1. Granted under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan.
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.

Key Figures

Deferred stock grant: 22,260 units Grant price: $0.00 per unit Holdings after transaction: 22,260 units +1 more

4 metrics

Deferred stock grant 22,260 units Award to director James T. Spear on May 29, 2026

Grant price $0.00 per unit Stated transaction price for deferred stock award

Holdings after transaction 22,260 units Total deferred stock units held directly after grant

Underlying common stock 22,260 shares Common stock underlying the deferred stock units

Key Terms

Deferred Stock, Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan, Deferred Shares Agreement for Directors

3 terms

Deferred Stock financial

"Flowers Foods director James T. Spear received an award of 22,260 deferred stock units"

Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan financial

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

Deferred Shares Agreement for Directors financial

"In accordance with the terms of the Deferred Shares Agreement for Directors"

FAQ

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What insider transaction did Flowers Foods (FLO) report for James T. Spear?

Flowers Foods director James T. Spear received 22,260 deferred stock units. These units are a share-based award granted as compensation, not an open-market stock purchase, and are linked to an equal number of underlying common shares.

How many Flowers Foods shares are covered by James T. Spear’s new award?

The award covers 22,260 deferred stock units tied to 22,260 underlying common shares. These units represent a share-based incentive for the director rather than a cash transaction, reflecting compensation granted by the company’s equity and incentive plan.

At what price was James T. Spear’s Flowers Foods deferred stock granted?

The 22,260 deferred stock units were granted at a stated price of $0.00 per unit. According to the filing, the Deferred Shares Agreement for Directors specifies that these deferred shares do not have a conversion or exercise price attached.

What plan governs James T. Spear’s deferred stock grant at Flowers Foods (FLO)?

The grant was made under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan. This plan provides for equity-based awards, and in this case, it delivered deferred stock units to a director as part of his compensation package.

Do James T. Spear’s Flowers Foods deferred stock units have an expiration date?

The filing states that these deferred stock units have no expiration date. Footnotes explain that, under the Deferred Shares Agreement for Directors, the deferred shares awarded lack a conversion or exercise price and do not carry a set expiration.

How many Flowers Foods deferred stock units does James T. Spear hold after this grant?

After the reported grant, James T. Spear holds 22,260 deferred stock units directly. This total matches the size of the award in the filing, indicating these units represent his entire reported deferred stock position following the transaction.

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

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Accepted by SEC EDGAR 06/01/2026 - 05:00 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^*

SPEAR JAMES T

(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)

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		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. 2026 Equity and Incentive Compensation Plan.

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.

	/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