Flowers Foods (NYSE: FLO) director converts and forfeits deferred shares

Rhea-AI Filing Summary

Flowers Foods director Thomas Caldecot Chubb III reported compensation-related share movements. On June 4, 2026, he exercised 3,710 shares of deferred stock into common stock, bringing his directly held common stock to 58,921 shares. The deferred awards carried a $0.00 conversion price under the company’s 2026 Equity and Incentive Compensation Plan.

On the same date, 18,550 deferred shares were forfeited back to the issuer in connection with his resignation from the Board of Directors, effective June 4, 2026. These actions reflect plan mechanics rather than open-market buying or selling.

Insider Trade Summary

3,710 shares exercised/converted

Mixed 3 txns

Insider Chubb Thomas Caldecot III

Role null

Type	Security	Shares	Price	Value
Exercise	Deferred Stock	3,710	$0.00	--
Disposition	Deferred Stock	18,550	$0.00	--
Exercise	Common Stock	3,710	$0.00	--

Holdings After Transaction: Deferred Stock — 18,550 shares (Direct, null); Common Stock — 58,921 shares (Direct, null)

Footnotes (1)

1. Granted under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan. 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. Forfeiture of deferred shares upon the reporting person's resignation from the Board of Directors, effective June 4, 2026.

Key Figures

Deferred stock exercised: 3,710 shares Deferred stock forfeited: 18,550 shares Common shares held after: 58,921 shares +1 more

4 metrics

Deferred stock exercised 3,710 shares Deferred stock converted to common stock on June 4, 2026

Deferred stock forfeited 18,550 shares Forfeiture to issuer upon board resignation on June 4, 2026

Common shares held after 58,921 shares Direct Flowers Foods common stock holdings following transactions

Conversion price $0.00 per share Deferred stock awards had no conversion or exercise price

Key Terms

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

4 terms

Deferred Stock financial

"The deferred shares awarded do not have a conversion or exercise price."

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, the deferred shares awarded do not have a conversion or exercise price."

Disposition to issuer financial

"Disposition to issuer"

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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^*

Chubb Thomas Caldecot III

(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)
06/04/2026

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	06/04/2026		M		3,710	A	$0	58,921	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)	06/04/2026		M			3,710	05/27/2027	(3)	Common Stock	3,710	$0	18,550	D
Deferred Stock(1)	$0(2)	06/04/2026		D			18,550(4)	05/27/2027	(3)	Common Stock	18,550	$0	0	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.

4. Forfeiture of deferred shares upon the reporting person's resignation from the Board of Directors, effective June 4, 2026.

	/s/ Stephanie B. Tillman, Agent	06/08/2026
	** 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 Flowers Foods (FLO) director Thomas Chubb report in this Form 4?

Thomas Caldecot Chubb III reported exercising 3,710 deferred stock shares into common stock and forfeiting 18,550 deferred shares back to Flowers Foods upon his board resignation effective June 4, 2026. These were plan-driven, non‑market transactions.

How many Flowers Foods shares does Thomas Chubb hold after these transactions?

After the reported transactions, Thomas Caldecot Chubb III directly holds 58,921 shares of Flowers Foods common stock. His deferred stock balance was reduced to zero following the forfeiture of 18,550 deferred shares tied to his board resignation.

Were Thomas Chubb’s Flowers Foods transactions open-market buys or sells?

The transactions were not open-market buys or sells. They involved exercising 3,710 deferred stock shares into common stock at a $0.00 conversion price and forfeiting 18,550 deferred shares back to the issuer under compensation plan terms.

Why were 18,550 deferred Flowers Foods shares forfeited by Thomas Chubb?

The 18,550 deferred shares were forfeited to the issuer under the Deferred Shares Agreement for Directors because Thomas Caldecot Chubb III resigned from the Board of Directors, effective June 4, 2026, triggering forfeiture of those deferred awards.

What compensation plan governs Thomas Chubb’s Flowers Foods deferred stock?

The deferred stock awards were granted under the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan. Under the Deferred Shares Agreement for Directors, these deferred shares have no exercise price and are subject to forfeiture upon certain events, including resignation.