4/A: Flowers Foods Director Granted Deferred Stock

Flowers Foods Inc. Director Sterling A. Spainhour Jr. was granted 7,900 shares of deferred stock under the company's equity compensation plan.

Summary

• Sterling A. Spainhour Jr., a Director of Flowers Foods Inc. (FLO), acquired 7,900 shares of deferred stock.
• The deferred stock was granted on October 1, 2025, under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan, which was amended and restated effective May 25, 2023.
• The deferred shares do not have a conversion or exercise price and are directly owned by Mr. Spainhour.
• The amendment to the Form 4 was filed solely to add a confirming statement.
• The confirming statement designates Stephanie B. Tillman as Mr. Spainhour's agent to execute and file Forms 3, 4, and 5 with the SEC on his behalf, effective October 1, 2025.
• Mr. Spainhour acknowledges his personal responsibility to comply with Section 16 of the Securities Exchange Act of 1934, and Flowers Foods, Inc. is not assuming these responsibilities.

Sentiment

Score: 5

Explanation: Neutral, as this is a routine insider transaction filing for a deferred stock grant and an administrative amendment to designate an agent for SEC filings. It does not indicate any significant positive or negative operational or financial developments for the company.

Positives

• The grant of deferred stock to a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.

Risks

• The reporting person, Sterling A. Spainhour, acknowledges his responsibility to comply with Section 16 of the Securities Exchange Act of 1934, indicating the ongoing personal liability for insider trading regulations.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's financial performance or strategic outlook.

Management Comments

• Sterling A. Spainhour has authorized and designated Stephanie B. Tillman as his agent to execute and file all Forms 3, 4, and 5 on his behalf with the U.S. Securities and Exchange Commission.
• The authority of Stephanie B. Tillman shall continue until Mr. Spainhour is no longer required to file Forms 3, 4, and 5, unless earlier revoked in writing.
• Mr. Spainhour acknowledges that Flowers Foods, Inc. is not assuming any of his responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

Industry Context

The grant of deferred stock to a director is a common practice in publicly traded companies as part of their executive and director compensation plans, aiming to align the interests of leadership with long-term shareholder value. The designation of an agent for SEC filings is also a standard administrative procedure for corporate insiders.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of deferred stock to a director aligns the director's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved governance and strategic decisions.

Next Steps

• Stephanie B. Tillman will continue to act as agent for Sterling A. Spainhour for future Forms 3, 4, and 5 filings related to Flowers Foods, Inc. securities, unless the authority is revoked or Mr. Spainhour is no longer required to file.

Key Dates

Keywords

Flowers Foods, FLO, SEC Form 4, Insider Transaction, Deferred Stock, Equity Compensation, Director Compensation, Sterling A. Spainhour