COURTNEY H MARK 4

What Happened

• Courtney H. Mark, Chief Brand Officer of Flowers Foods, had 12,857 contingent performance share units vest on Feb 25, 2026 (listed as an award/acquisition at $0.00). To cover tax withholding related to the vesting, 5,943 shares were surrendered/disposed at $9.65 per share for $57,350. The result is a net increase of 6,914 shares from the vesting (12,857 awarded minus 5,943 withheld).
• This was an award/vesting event (compensation), not an open-market purchase or voluntary sale.

Key Details

• Transaction dates: Vesting and withholding occurred on 2026-02-25; Form 4 filed 2026-02-27.
• Prices and values: Award recorded at $0.00 per share (12,857 shares); 5,943 shares withheld/disposed at $9.65 for $57,350.
• Shares owned after transaction: Not specified in the filing.
• Footnotes:
  • F1: Vesting of contingent performance share units under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (amended May 25, 2023).
  • F2: Total includes exempt acquisitions of shares allocated to the reporting person under the issuer’s 401(k) plan (plan statement dated 1/31/2026).
• Timeliness: Form filed two days after the transaction date (filed 2026-02-27 for 2026-02-25 transactions).

Context

• This was a routine compensation vesting event. The disposal of 5,943 shares was a tax-withholding action (code F), not an open-market sale signaling a discretionary decision to liquidate holdings.
• For retail investors, awards vesting are common executive compensation mechanics; purchases are generally more informative about insider buying sentiment.