Flowers Foods director exercises deferred stock awards

Flowers Foods director Rhonda Gass reported equity award activity and related share conversions.

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Rhea-AI Filing Summary

Flowers Foods director Rhonda Gass reported equity award activity and related share conversions. On February 15, 2026, she received 799 and 583 deferred stock units under the company’s equity plan, including dividend-equivalent units settled in common stock.

That same day, she exercised 6,099 and 4,223 deferred stock units at a conversion price of $0 per unit, receiving the same number of Flowers Foods common shares. After these conversions, she directly owned 71,680.1192 shares of common stock. The deferred awards have no expiration date and no exercise price under the director deferred share agreements.

Insider Trade Summary

10,322 shares exercised/converted

Exercise 6 txns

Insider GASS RHONDA

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock	799	$0.00	$0.00
Exercise	Deferred Stock	6,099	$0.00	$0.00
Grant/Award	Deferred Stock	583	$0.00	$0.00
Exercise	Deferred Stock	4,223	$0.00	$0.00
Exercise	Common Stock	6,099	$0.00	$0.00
Exercise	Common Stock	4,223	$0.00	$0.00

Holdings After Transaction: Deferred Stock — 0 contracts (Direct); Common Stock — 71,680.1192 shares (Direct)

Footnotes (5)

F1. Includes dividend equivalent units settled in common stock.
F2. Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).
F3. In accordance with the terms of the Flowers Foods, Inc. Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price.
F4. Dividend equivalent units settled in common stock.
F5. No expiration date.

FAQ

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What insider transactions did Flowers Foods (FLO) director Rhonda Gass report?

Rhonda Gass reported stock-based compensation activity, not open-market trades. She received new deferred stock unit awards and converted existing deferred stock into common shares, all at a stated price of $0 per unit, under Flowers Foods’ omnibus equity and director deferred share plans.

How many Flowers Foods shares does Rhonda Gass own after these Form 4 transactions?

After the reported activity, Rhonda Gass directly owns 71,680.1192 Flowers Foods common shares. This reflects the conversion of 6,099 and 4,223 deferred stock units into an equal number of common shares, combined with her prior holdings shown in the Form 4 tables.

Were Rhonda Gass’s Flowers Foods Form 4 transactions stock purchases or sales?

The transactions were equity awards and derivative conversions, not market purchases or sales. Deferred stock units were granted and then converted into common shares at $0 per unit, consistent with the terms of the company’s director deferred share and equity incentive plans.

What deferred stock awards did Flowers Foods grant to director Rhonda Gass?

She was granted 799 and 583 deferred stock units on February 15, 2026. These units, including dividend-equivalent units, were issued under Flowers Foods’ 2014 Omnibus Equity and Incentive Compensation Plan, as amended and restated effective May 25, 2023, for directors.

What are the key terms of Rhonda Gass’s deferred stock units at Flowers Foods?

The deferred stock units have no conversion or exercise price and no expiration date. Under the Deferred Shares Agreement for Directors, the awards are settled in Flowers Foods common stock, and dividend-equivalent units are also paid in common stock upon settlement.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/17/2026 - 03:48 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^*

GASS RHONDA

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		6,099⁽¹⁾	A	$0	67,457.1192	D
Common Stock	02/15/2026		M		4,223⁽¹⁾	A	$0	71,680.1192	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)
Deferred Stock⁽²⁾	⁽³⁾	02/15/2026		A		799⁽⁴⁾		05/26/2023	⁽⁵⁾	Common Stock	799	$0	6,099	D
Deferred Stock⁽²⁾	⁽³⁾	02/15/2026		M			6,099	05/26/2023	⁽⁵⁾	Common Stock	6,099	$0	0	D
Deferred Stock⁽²⁾	$0⁽³⁾	02/15/2026		A		583⁽⁴⁾		01/02/2023	⁽⁵⁾	Common Stock	583	$0	4,223	D
Deferred Stock⁽²⁾	$0⁽³⁾	02/15/2026		M			4,223	01/02/2023	⁽⁵⁾	Common Stock	4,223	$0	0	D

Explanation of Responses:

1. Includes dividend equivalent units settled in common stock.

2. Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).

3. In accordance with the terms of the Flowers Foods, Inc. Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price.

4. Dividend equivalent units settled in common stock.

5. No expiration date.

	/s/ Stephanie B. Tillman, Agent	02/17/2026
	** 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