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Flowers Foods (FLO): Dellwood-McMullian Holdings sells stock, CEO receives share grant

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

Rhea-AI Filing Summary

Flowers Foods, Inc. reported insider activity by Dellwood-McMullian Holdings, LLC, a family entity in which Chairman and CEO Ryals McMullian's trust holds a non-voting interest. On 01/02/2026, Dellwood-McMullian Holdings, LLC sold 209,000 shares of common stock at a weighted average price of $10.8692 per share. McMullian does not have investment authority or voting power over these shares. Following the sale, 1,022,380 shares remain indirectly owned through the entity.

On 01/04/2026, Chairman and CEO Ryals McMullian acquired 172,170 shares of common stock at $0 as a direct grant, bringing direct beneficial ownership to 1,333,988.281 shares, including shares from dividend reinvestment. Additional indirect holdings include 6,681.716 shares in a 401(k) plan, 22,088 shares held by a spouse, and 126,382.7985 shares held in irrevocable trusts for minor children, for which beneficial ownership is disclaimed.

Positive

  • None.

Negative

  • None.
Insider McMullian Ryals
Role Chairman and CEO
Sold 209,000 shs ($2.27M)
Type Security Shares Price Value
Grant/Award Common Stock 172,170 $0.00 --
Sale Common Stock 209,000 $10.8692 $2.27M
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,333,988.281 shares (Direct); Common Stock — 1,022,380 shares (Indirect, Dellwood-McMullian Holdings, LLC)
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 $10.78 to $10.895, 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 9/19/2025. Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based upon a plan statement dated as of 12/12/2025. 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.
Form 4 Insider Transactions: What Each Field Means →
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
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 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)
01/02/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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 01/02/2026 S 209,000 D $10.8692(1) 1,022,380 I Dellwood-McMullian Holdings, LLC(2)(3)
Common Stock 01/04/2026 A 172,170 A $0 1,333,988.281(4) D
Common Stock 6,681.716(5) I By 401(k)
Common Stock 22,088 I By Spouse(6)
Common Stock 126,382.7985(4) I By 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount 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 $10.78 to $10.895, 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 9/19/2025.
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 12/12/2025.
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, Agent 01/06/2026
** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Flowers Foods (FLO) report on January 2, 2026?

On 01/02/2026, an indirect holding entity for a Flowers Foods insider sold 209,000 shares of common stock at a weighted average price of $10.8692 per share. After this sale, 1,022,380 shares remained indirectly owned through Dellwood-McMullian Holdings, LLC.

What shares did the Flowers Foods (FLO) insider acquire on January 4, 2026?

On 01/04/2026, the insider acquired 172,170 shares of Flowers Foods common stock at $0. Following this transaction, direct beneficial ownership increased to 1,333,988.281 shares, which includes shares obtained through dividend reinvestment.

What is Dellwood-McMullian Holdings, LLC in relation to Flowers Foods (FLO) insider holdings?

Dellwood-McMullian Holdings, LLC is described as a family limited liability company holding Flowers Foods common stock. The insider’s trust owns 50% of the Class B (Nonvoting) Membership Units, while the insider’s sister owns all Class A (Voting) units and her trust owns the remaining Class B units.

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

The insider is trustee and a beneficiary of the related trust but is not a manager of the family LLC and does not have investment authority or voting or dispositive power over the Flowers Foods shares owned by Dellwood-McMullian Holdings, LLC.

What other indirect Flowers Foods (FLO) holdings are reported by the insider?

Additional indirect holdings include 6,681.716 shares in a 401(k) plan, 22,088 shares held by the insider’s spouse, and 126,382.7985 shares held in irrevocable trusts for minor children. Beneficial ownership of the spouse and children’s trust shares is disclaimed.

What do the Flowers Foods (FLO) Form 4 footnotes say about dividend reinvestment and 401(k) shares?

One footnote states that the total direct shares include amounts acquired through reinvestment of dividends based on a statement dated 09/19/2025. Another notes that totals include exempt acquisitions allocated under the issuer’s 401(k) Plan based on a plan statement dated 12/12/2025.