Winters Thomas L 4

What Happened
Thomas L. Winters, Chief Supply Chain Officer of Flowers Foods (FLO), received an award of 10,921 shares on 2026-02-25 as the result of vested contingent performance share units. Those shares were reported as acquired at $0.00 (award/vesting). Simultaneously, 4,419 shares were disposed of to satisfy tax withholding at $9.65 per share, generating proceeds of $42,643.

Key Details

• Transaction date(s): 2026-02-25 (reported on Form 4 filed 2026-02-27).
• Award/acquisition: 10,921 shares @ $0.00 (vesting of PSUs).
• Tax withholding disposal: 4,419 shares @ $9.65 = $42,643 (code F, tax withholding).
• Footnote: Vesting of contingent performance share units under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023) (F1).
• Shares owned after the transaction are not specified in the summary information provided in this notice.
• No 10b5-1 plan or other trading arrangement is reported in this filing.

Context
This is a routine compensation-related event: performance share units vested and the company withheld a portion of shares to cover taxes. The award (acquisition at $0.00) is not a market purchase, and the withheld/disposed shares reflect tax obligations rather than an active sell decision about the stock. Such transactions are common following grant vesting and do not, by themselves, indicate management sentiment about the stock.