STOCK TITAN

Family entity for Flowers (NYSE: FLO) CEO sells 209K indirect shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Flowers Foods reported an insider-related transaction involving a family investment entity connected to Chairman and CEO Ryals McMullian. Dellwood-McMullian Holdings, LLC, a family LLC, executed an open-market sale of 209,000 shares of common stock at a weighted average price of $8.0349 per share, in multiple trades between $8.00 and $8.15. After the sale, the family LLC held 813,380 shares. McMullian separately is shown with 1,358,940.281 shares held directly, plus additional indirect holdings through a 401(k), his spouse, and irrevocable trusts for his minor children. Footnotes state he has no investment, voting, or dispositive power over the shares owned by the family LLC, and beneficial ownership of certain indirect holdings is disclaimed.

Positive

  • None.

Negative

  • None.
Insider McMullian Ryals
Role Chairman and CEO
Sold 209,000 shs ($1.68M)
Type Security Shares Price Value
Sale Common Stock 209,000 $8.0349 $1.68M
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 813,380 shares (Indirect, Dellwood-McMullian Holdings, LLC); Common Stock — 1,358,940.281 shares (Direct)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.15, inclusive. The reporting person undertakes to provide to Flowers Foods, Inc., any security holder of Flowers Foods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote. The reported transactions were made as part of transactions conducted by the managers of Dellwood-McMullian Holdings, LLC (the "Family LLC") related to holdings in family trusts originally settled by the reporting person's father for the benefit of all of his descendants. The reported securities are held by the Family LLC, a limited liability company in which the Amos Ryals McMullian, Jr. Trust (the "Trust") owns 50% of the Class B (Nonvoting) Membership Units, the reporting person's sister owns all of the Class A (Voting) Membership Units, and a trust for the benefit of the reporting person's sister and her family owns the remaining 50% of the Class B (Nonvoting) Membership Units. The reporting person is the trustee and a beneficiary of the Trust. The reporting person is not a manager of the Family LLC or a trustee or beneficiary of his sister's trust and has no investment authority or voting or dispositive power over the shares of common stock of Flowers Foods, Inc. owned by the Family LLC. Total includes shares acquired through reinvestment of dividends, based upon a statement dated 3/20/2026. Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based upon a plan statement dated as of 3/31/2026. Beneficial ownership is disclaimed. Total of shares held in irrevocable trusts established for the benefit of reporting person's minor children, over which shares reporting person does not have investment authority or voting or dispositive power.
Shares sold 209,000 shares Open-market sale by Dellwood-McMullian Holdings, LLC
Weighted average sale price $8.0349 per share Common stock sale on transaction date
Price range of trades $8.00–$8.15 per share Multiple sale transactions included in reported trade
Family LLC holdings after sale 813,380 shares Common stock held by Dellwood-McMullian Holdings, LLC
Direct shares held by McMullian 1,358,940.281 shares Common stock reported as directly owned
401(k) indirect holdings 7,461.56 shares Shares in issuer’s 401(k) plan
Spouse indirect holdings 22,088 shares Common stock held by spouse
Minor children trusts holdings 130,165.1032 shares Irrevocable trusts for minor children
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
beneficial ownership is disclaimed financial
"Beneficial ownership is disclaimed."
401(k) Plan financial
"exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
irrevocable trusts financial
"Total of shares held in irrevocable trusts established for the benefit of reporting person's minor children"
voting or dispositive power financial
"has no investment authority or voting or dispositive power over the shares of common stock"
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SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 GEORGIA 31757

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
FLOWERS FOODS INC [ FLO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026S209,000D$8.0349(1)813,380IDellwood-McMullian Holdings, LLC(2)(3)
Common Stock1,358,940.281(4)D
Common Stock7,461.56(5)IBy 401(k)
Common Stock22,088IBy Spouse(6)
Common Stock130,165.1032(4)IBy Trusts for Minor Children(6)(7)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.15, inclusive. The reporting person undertakes to provide to Flowers Foods, Inc., any security holder of Flowers Foods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.
2. The reported transactions were made as part of transactions conducted by the managers of Dellwood-McMullian Holdings, LLC (the "Family LLC") related to holdings in family trusts originally settled by the reporting person's father for the benefit of all of his descendants. The reported securities are held by the Family LLC, a limited liability company in which the Amos Ryals McMullian, Jr. Trust (the "Trust") owns 50% of the Class B (Nonvoting) Membership Units, the reporting person's sister owns all of the Class A (Voting) Membership Units, and a trust for the benefit of the reporting person's sister and her family owns the remaining 50% of the Class B (Nonvoting) Membership Units.
3. The reporting person is the trustee and a beneficiary of the Trust. The reporting person is not a manager of the Family LLC or a trustee or beneficiary of his sister's trust and has no investment authority or voting or dispositive power over the shares of common stock of Flowers Foods, Inc. owned by the Family LLC.
4. Total includes shares acquired through reinvestment of dividends, based upon a statement dated 3/20/2026.
5. Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based upon a plan statement dated as of 3/31/2026.
6. Beneficial ownership is disclaimed.
7. Total of shares held in irrevocable trusts established for the benefit of reporting person's minor children, over which shares reporting person does not have investment authority or voting or dispositive power.
/s/ Stephanie B. Tillman, Agent04/02/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Flowers Foods (FLO) report for Ryals McMullian?

Flowers Foods reported an open-market sale of 209,000 common shares at a weighted average price of $8.0349, executed by Dellwood-McMullian Holdings, LLC, a family entity associated with Chairman and CEO Ryals McMullian, rather than a personal direct sale by McMullian himself.

Who actually sold the Flowers Foods (FLO) shares in this Form 4 filing?

The 209,000-share sale was made by Dellwood-McMullian Holdings, LLC, a family LLC tied to trusts originally settled by Ryals McMullian’s father. Footnotes state McMullian is not a manager of the LLC and lacks voting or investment authority over its shares.

At what prices were the Flowers Foods (FLO) shares sold in the reported transaction?

The filing shows a weighted average sale price of $8.0349 per share. Footnotes explain the 209,000 shares were sold in multiple open-market trades at prices ranging from $8.00 to $8.15 per share, inclusive, on the same transaction date.

How many Flowers Foods (FLO) shares does the family LLC hold after the sale?

After selling 209,000 shares, Dellwood-McMullian Holdings, LLC is reported holding 813,380 Flowers Foods common shares. This position reflects the LLC’s remaining stake following the transaction, as disclosed in the holdings column of the non-derivative securities table.

What direct Flowers Foods (FLO) holdings does Ryals McMullian report after this filing?

Ryals McMullian reports 1,358,940.281 Flowers Foods common shares held directly. Separate lines show additional indirect positions through a 401(k) account, his spouse, and trusts for his minor children, with some of these indirect holdings subject to beneficial ownership disclaimers.

Does Ryals McMullian control the Flowers Foods (FLO) shares held by the family LLC?

Footnotes state McMullian is a trustee and beneficiary of one related trust but is not a manager of the Family LLC and is not a trustee or beneficiary of his sister’s trust. He has no investment, voting, or dispositive power over shares owned by the LLC and disclaims beneficial ownership.