Flowers Foods Inc.

01/05/2026 | Press release | Distributed by Public on 01/05/2026 20:59

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
STITH MELVIN T
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)
(Last) (First) (Middle)
1919 FLOWERS CIRCLE
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025
(Street)
THOMASVILLE, GA 31757
4. If Amendment, Date 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
(City) (State) (Zip)
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 12/31/2025 M 6,233(1) A $ 0 50,567.5803 D
Common Stock 12/31/2025 M 8,055 A $ 0 58,622.5803 D
Common Stock 12/31/2025 M 6,953 A $ 0 65,575.5803 D
Common Stock 12/31/2025 M 6,571 A $ 0 72,146.5803 D
Common Stock 12/31/2025 M 6,099 A $ 0 78,245.5803 D
Common Stock 12/31/2025 M 7,196 A $ 0 85,441.5803 D
Common Stock 12/31/2025 M 7,007 A $ 0 92,448.5803 D
Common Stock 12/31/2025 M 7,353 A $ 0 99,801.5803 D
Common Stock 12/31/2025 M 8,553 A $ 0 108,354.5803 D
Common Stock 12/31/2025 M 10,642 A $ 0 118,996.5803 D
Common Stock 12/31/2025 M 7,560 A $ 0 126,556.5803 D
Common Stock 12/31/2025 M 7,170 A $ 0 133,726.5803 D
Common Stock 12/31/2025 M 5,415 A $ 0 139,141.5803 D
Common Stock 12/31/2025 M 6,030 A $ 0 145,171.5803 D
Common Stock 12/31/2025 M 6,026 A $ 0 151,197.5803 D
Common Stock 12/31/2025 M 6,934 A $ 0 158,131.5803 D
Common Stock 12/31/2025 M 9,891 A $ 0 168,022.5803 D
Common Stock 550.0567(2) I By Spouse as custodian for minor grandchild(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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(4) $ 0 (5) 12/31/2025 A 2,871(6) 05/24/2018 (7) Common Stock 2,871 $ 0 9,891 D
Deferred Stock(4) $ 0 (5) 12/31/2025 A 2,053(6) 05/23/2019 (7) Common Stock 2,053 $ 0 8,553 D
Deferred Stock(4) (5) 12/31/2025 A 1,573(8) 05/21/2020 (7) Common Stock 1,573 $ 0 7,353 D
Deferred Stock(4) (5) 12/31/2025 A 1,307(6) 05/27/2021 (7) Common Stock 1,307 $ 0 7,007 D
Deferred Stock(4) (5) 12/31/2025 A 1,146(6) 05/26/2022 (7) Common Stock 1,146 $ 0 7,196 D
Deferred Stock(4) (5) 12/31/2025 A 799(6) 05/26/2023 (7) Common Stock 799 $ 0 6,099 D
Deferred Stock(4) $ 0 (5) 12/31/2025 A 631(6) 05/23/2024 (7) Common Stock 631 $ 0 6,571 D
Deferred Stock(4) $ 0 (5) 12/31/2025 A 383(6) 05/22/2025 (7) Common Stock 383 $ 0 6,953 D
Deferred Stock(4) $ 0 (5) 12/31/2025 D 3,117(9) 05/21/2026 (7) Common Stock 3,117 $ 0 6,233 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 6,233 05/21/2026 (7) Common Stock 6,233 $ 0 0 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 8,055 06/03/2009 (7) Common Stock 8,055 $ 0 0 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 6,953 05/22/2025 (7) Common Stock 6,953 $ 0 0 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 6,571 05/23/2024 (7) Common Stock 6,571 $ 0 0 D
Deferred Stock(4) (5) 12/31/2025 M 6,099 05/26/2023 (7) Common Stock 6,099 $ 0 0 D
Deferred Stock(4) (5) 12/31/2025 M 7,196 05/26/2022 (7) Common Stock 7,196 $ 0 0 D
Deferred Stock(4) (5) 12/31/2025 M 7,007 05/27/2021 (7) Common Stock 7,007 $ 0 0 D
Deferred Stock(4) (5) 12/31/2025 M 7,353 05/21/2020 (7) Common Stock 7,353 $ 0 0 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 8,553 05/23/2019 (7) Common Stock 8,553 $ 0 0 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 10,642 06/09/2010 (7) Common Stock 10,642 $ 0 0 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 7,560 05/27/2012 (7) Common Stock 7,560 $ 0 0 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 7,170 06/05/2013 (7) Common Stock 7,170 $ 0 0 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 5,415 05/28/2014 (7) Common Stock 5,415 $ 0 0 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 6,030 05/23/2015 (7) Common Stock 6,030 $ 0 0 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 6,026 06/09/2016 (7) Common Stock 6,026 $ 0 0 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 6,934 05/25/2017 (7) Common Stock 6,934 $ 0 0 D
Deferred Stock(4) $ 0 (5) 12/31/2025 M 9,891 05/24/2018 (7) Common Stock 9,891 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STITH MELVIN T
1919 FLOWERS CIRCLE
THOMASVILLE, GA 31757
X

Signatures

/s/ Stephanie B. Tillman, Agent 01/05/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Partial vesting of deferred stock granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023) upon the reporting person's retirement from the Board of Directors, effective December 31, 2025.
(2) Total includes shares acquired through reinvestment of dividends, based upon a statement dated 12/31/2025.
(3) Beneficial ownership is disclaimed.
(4) Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).
(5) 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.
(6) Dividend equivalent units settled in common stock.
(7) No expiration date.
(8) Dividend equivalent units settled in common stock.
(9) Forfeiture of deferred shares upon the reporting person's retirement from the Board of Directors, effective December 31, 2025.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Flowers Foods Inc. published this content on January 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 06, 2026 at 02:59 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]