What equity plan governed John Mark Chaffin’s FLO share award and vesting?

The award and vesting are governed by the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan, as amended and restated effective May 25, 2023. The vested shares came from contingent performance share units granted under this omnibus incentive plan.

Flowers Foods (NYSE: FLO) CIO reports stock award and tax share disposition

Filing Impact

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Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

FLOWERS FOODS INC Chief Information Officer John Mark Chaffin reported equity compensation activity in company common stock. He acquired 11,447 shares at a price of $0.00 per share as a grant or award, reflecting vesting of contingent performance share units under the company’s 2014 Omnibus Equity and Incentive Compensation Plan. In a related tax-withholding disposition, 3,093 shares were delivered at $9.65 per share to cover tax obligations. Following these transactions, he directly owned 86,863 shares of Flowers Foods common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CHAFFIN JOHN MARK

Role Chief Information Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,447	$0.00	--
Tax Withholding	Common Stock	3,093	$9.65	$30K

Holdings After Transaction: Common Stock — 89,956 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/27/2026 - 01:26 PM

FAQ

What insider transactions did FLO Chief Information Officer John Mark Chaffin report?

John Mark Chaffin reported a grant of 11,447 shares of FLOWERS FOODS INC common stock and a related disposition of 3,093 shares for tax withholding. Both transactions involved direct ownership and were recorded on the same transaction date.

Was the FLO insider transaction by John Mark Chaffin a purchase or part of compensation?

The activity reflects equity compensation, not an open-market purchase. Chaffin received 11,447 shares at $0.00 per share as a grant tied to vesting of contingent performance share units under Flowers Foods’ 2014 Omnibus Equity and Incentive Compensation Plan.

Why were 3,093 FLO shares disposed of in John Mark Chaffin’s Form 4 filing?

The 3,093-share disposition was a tax-withholding transaction. Shares of FLOWERS FOODS INC common stock were delivered at $9.65 per share to satisfy tax liabilities arising from the vesting of performance-based equity awards granted under the company’s incentive compensation plan.

How many FLO shares does John Mark Chaffin own after these insider transactions?

After the reported grant and tax-withholding disposition, John Mark Chaffin directly owns 86,863 shares of FLOWERS FOODS INC common stock. This updated holding reflects the net effect of the 11,447-share award and the 3,093-share disposition for tax purposes.

Does John Mark Chaffin’s Form 4 indicate open-market buying or selling of FLO stock?

The Form 4 does not show open-market buying or selling. It reports a grant or award acquisition of 11,447 FLO shares at $0.00 per share and a 3,093-share tax-withholding disposition, both classified as non-derivative transactions tied to equity compensation vesting.

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^*

CHAFFIN JOHN MARK

(Last)

(First)

(Middle)

1919 FLOWERS CIRCLE

(Street)

THOMASVILLE

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 Information 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)
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	02/25/2026		A		11,447⁽¹⁾	A	$0	89,956	D
Common Stock	02/25/2026		F		3,093	D	$9.65	86,863	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)

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).

	/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.

Source: View Original Filing on SEC EDGAR