TILLMAN STEPHANIE B 4

What Happened

• Stephanie B. Tillman, Chief Legal Counsel of Flowers Foods (FLO), had 18,704 shares acquired on February 25, 2026 as the result of vesting contingent performance share units (PSUs). To satisfy tax withholding obligations, 8,319 of those shares were surrendered/disposed at an implied withholding price of $9.65, representing approximately $80,278.

Key Details

• Transaction date: 2026-02-25 (reported on Form 4 filed 2026-02-27; appears timely).
• Award/Acquisition (Code A): 18,704 shares granted/issued at $0.00 (vesting of PSUs per footnote F1).
• Tax withholding/Disposition (Code F): 8,319 shares withheld/disposed at $9.65 each, total ~$80,278.
• Shares owned after transaction: Not specified — reporting person disclaims beneficial ownership (footnote F3).
• Other footnotes: F1 = vesting of contingent PSUs under the 2014 Omnibus Equity and Incentive Compensation Plan (amended May 25, 2023). F2 = total may include exempt 401(k) plan share allocations as of 01/31/2026.

Context

• This was a compensation-related vesting event (not an open-market purchase or sell). The disposition of 8,319 shares was a tax-withholding action (common for vested equity) rather than an independent sale indicating a change in personal investing view.