Varnedoe Heeth IV 4

What Happened

• Varnedoe Heeth IV, President and COO of Flowers Foods (FLO), had 20,543 contingent performance share units vest on 2026-02-25 and received an equivalent number of shares (transaction code A).
• To satisfy tax withholding on the vesting, 7,178 of those shares were disposed (transaction code F) at $9.65 per share, generating proceeds of $69,268 that were used for tax obligations.
• The grant is a compensation award (not an open-market purchase); the sale was a routine withholding to cover taxes.

Key Details

• Transaction date: 2026-02-25; Form 4 filed: 2026-02-27 (file appears timely).
• Award: 20,543 shares granted/issued at $0.00 (vesting of contingent PSUs under the 2014 Omnibus Equity Plan) [Footnote F1].
• Tax withholding disposition: 7,178 shares sold/treated at $9.65 each, total ~$69,268 [Footnote F1].
• Shares owned after transaction: not specified in the provided filing excerpt.
• Other footnote: totals include shares acquired via dividend reinvestment per a statement dated 12/31/2025 [Footnote F2].
• Transaction codes: A = Award/Grant; F = shares withheld/sold to satisfy tax withholding.

Context

• Contingent performance share units (PSUs) convert to company shares when performance and/or service conditions are met; the award reflects compensation vesting rather than a market buy.
• The F-code disposition is a common, administrative step to cover tax liability and does not necessarily indicate a change in the insider’s market view.
• For investors, outright purchases are often more informative about sentiment; awards indicate executive pay alignment with shareholder incentives.