THOMAS TERRY S 4

What Happened

• Thomas Terry, Chief Growth Officer of Flowers Foods (FLO), had 34,617 contingent performance share units vest on Feb 25, 2026 (code A — award/acquisition). The award had a fair market value of about $9.65 per share (total value ≈ $334,054). To cover tax withholding (code F), 8,428 shares were surrendered at $9.65 each for $81,330, leaving Terry with a net of 26,189 shares (value ≈ $252,724).

Key Details

• Transaction date: 2026-02-25; Form 4 filed: 2026-02-27 (timely; within the 2-business-day window).
• Award: 34,617 shares granted/vested at $0.00 acquisition cost (vesting of PSUs).
• Tax withholding: 8,428 shares withheld at $9.65 per share, totaling $81,330 (reported as a disposition to satisfy tax liabilities).
• Net new shares retained: 26,189 (34,617 − 8,428).
• Footnote: Vesting of contingent performance share units under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended May 25, 2023).
• Shares owned after transaction: Not specified in the provided filing.

Context

• This was a vesting of performance share units (an equity compensation event), not an open-market sale; the withheld shares were used to satisfy tax obligations rather than signaling a market sale. Such awards are common for executives and reflect compensation vesting rather than a directional trade.