Flowers Foods (NYSE: FLO) CGO logs share award and tax-withholding disposition

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Form Type

Rhea-AI Filing Summary

FLOWERS FOODS INC Chief Growth Officer Terry S. Thomas reported equity transactions in company common stock. He acquired 34,617 shares on a grant or award basis at no cost in connection with the vesting of contingent performance share units under the 2014 Omnibus Equity and Incentive Compensation Plan. On the same date, 8,428 shares were disposed of at $9.65 per share to satisfy tax obligations through a tax-withholding disposition, not an open-market sale, leaving him with 114,977.1959 shares of common stock held directly.

Insider Trade Summary

Net Buyer: 26,189 shares

Net Buy 2 txns

Insider THOMAS TERRY S

Role Chief Growth Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	34,617	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	8,428	$9.65	$81K

Holdings After Transaction: Common Stock — 114,977.1959 shares (Direct)

Footnotes (1)

F1. 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).

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/27/2026 - 12:55 PM

FAQ

What insider transactions did FLOWERS FOODS INC (FLO) report for Terry S. Thomas?

FLOWERS FOODS INC reported that Chief Growth Officer Terry S. Thomas acquired 34,617 shares of common stock via an equity award. On the same date, 8,428 shares were disposed of to cover tax obligations, leaving him with 114,977.1959 directly held shares.

How many FLOWERS FOODS INC (FLO) shares did Terry S. Thomas acquire in this Form 4?

Terry S. Thomas acquired 34,617 shares of FLOWERS FOODS INC common stock at no cost. The acquisition reflects the vesting of contingent performance share units under the company’s 2014 Omnibus Equity and Incentive Compensation Plan, as amended and restated effective May 25, 2023.

Why were 8,428 FLOWERS FOODS INC (FLO) shares disposed of in this filing?

The 8,428 FLOWERS FOODS INC shares were disposed of in a tax-withholding transaction at $9.65 per share. This disposition was to satisfy tax obligations associated with the equity award vesting, described as payment of tax liability by delivering securities rather than an open-market sale.

What is Terry S. Thomas’s FLOWERS FOODS INC (FLO) shareholding after these transactions?

After these transactions, Terry S. Thomas directly holds 114,977.1959 shares of FLOWERS FOODS INC common stock. This figure reflects both the 34,617-share grant from vesting of performance units and the 8,428-share tax-withholding disposition reported on the same transaction date.

What equity plan is referenced in the FLOWERS FOODS INC (FLO) Form 4 for Terry S. Thomas?

The Form 4 references the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan, amended and restated effective May 25, 2023. The 34,617-share acquisition comes from vesting of contingent performance share units originally granted under this incentive compensation plan.

Was the FLOWERS FOODS INC (FLO) insider transaction an open-market buy or sell?

The reported activity was not an open-market buy or sell. Terry S. Thomas received 34,617 shares via an equity award vesting and had 8,428 shares withheld in a tax-withholding disposition, classified as payment of tax liability by delivering securities.

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^*

THOMAS TERRY S

(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 Growth 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		34,617⁽¹⁾	A	$0	123,405.1959	D
Common Stock	02/25/2026		F		8,428	D	$9.65	114,977.1959	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