FLOWERS FOODS (NYSE: FLO) CEO reports 161,670-share equity grant correction

Rhea-AI Filing Summary

FLOWERS FOODS INC Chairman and CEO Ryals McMullian reported an acquisition of 161,670 shares of common stock through a grant of time-based restricted stock units at a stated price of $0.00 per share. After this award, his directly owned common stock totaled 1,323,488.281 shares.

A footnote explains that this Form 4/A corrects an earlier Form 4 to reflect the proper number of restricted stock units granted, and notes that Forms 4 filed since the grant date had overstated his direct ownership by 10,500 shares. The total also includes shares acquired through dividend reinvestment based on a statement dated December 31, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McMullian Ryals

(Last) (First) (Middle)

1919 FLOWERS CIRCLE

(Street)

THOMASVILLE GA 31757

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FLOWERS FOODS INC [ FLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/04/2026		A		161,670(1)	A	$0	1,323,488.281(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The amount in this column has been corrected from the amount reported in the reporting person's Form 4 dated January 6, 2026 to reflect the correct number of time based restricted stock units that were granted. The reporting person's Forms 4 filed since the date of this transaction have overstated the reporting person's direct ownership by 10,500 shares.

2. Total includes shares acquired through reinvestment of dividends, based upon a statement dated 12/31/2025.

	/s/ Stephanie B. Tillman, Agent	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did FLO Chairman and CEO Ryals McMullian report?

Ryals McMullian reported receiving 161,670 shares of FLOWERS FOODS INC common stock as a grant of time-based restricted stock units at $0.00 per share. The filing reflects an acquisition, not an open-market purchase or sale, and updates his reported ownership position.

Why was this FLOWERS FOODS INC Form 4/A filing amended?

The filing was amended to correct the number of time-based restricted stock units previously reported as granted. A footnote explains that earlier reports overstated Ryals McMullian’s direct ownership by 10,500 shares, so this Form 4/A aligns the grant quantity and ownership total with accurate records.

How many FLO shares does Ryals McMullian directly own after this transaction?

After the reported restricted stock unit grant, Ryals McMullian directly owns 1,323,488.281 shares of FLOWERS FOODS INC common stock. A footnote notes this total includes shares acquired through dividend reinvestment, based on a dividend reinvestment statement dated December 31, 2025.

Did the FLO insider transaction involve buying or selling shares on the market?

No, the transaction reflects a grant of restricted stock units, not a market trade. The Form 4/A lists transaction code A for a grant, award, or other acquisition, with 161,670 shares at a stated price of $0.00 per share, indicating compensation-related equity rather than open-market activity.

What does the 10,500-share correction mean for FLO insider ownership reporting?

The correction means McMullian’s earlier Forms 4 had overstated his direct ownership by 10,500 shares. This amended filing adjusts the originally reported restricted stock unit grant and brings subsequent reported ownership figures back in line with the correct number of shares actually granted and held.

How were dividend reinvestments treated in Ryals McMullian’s FLO share total?

Dividend reinvestments are included in McMullian’s reported total of 1,323,488.281 shares. A footnote states that this figure incorporates shares acquired through reinvestment of dividends, based on an account statement dated December 31, 2025, which adds to the transparency of his holdings.