Flowers Foods (FLO) CEO reports equity award and tax-share withholding

Rhea-AI Filing Summary

FLOWERS FOODS INC Chairman and CEO Ryals McMullian reported equity compensation activity in company common stock. On February 25, 2026, he acquired 98,862 shares at $0.00 per share through the vesting of contingent performance share units granted under the 2014 Omnibus Equity and Incentive Compensation Plan.

On the same date, 41,980 shares were disposed of at $9.65 per share to satisfy tax withholding or exercise-related obligations, a non-open-market, tax-withholding disposition. After these transactions, he held 1,411,420.281 shares directly, and additional indirect holdings were reported through a 401(k), spouse, trusts for minor children, and Dellwood-McMullian Holdings, LLC. For certain trusts and the family LLC, beneficial ownership is disclaimed and he has no investment or voting authority over those shares.

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)
02/25/2026

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	02/25/2026		A		98,862(1)	A	$0	1,411,420.281(2)	D
Common Stock	02/25/2026		F		41,980	D	$9.65	1,369,440.281(2)	D
Common Stock								7,179.63(3)	I	By 401(k)
Common Stock								22,088	I	By Spouse(4)
Common Stock								126,382.7985(2)	I	By Trusts for Minor Children(4)(5)
Common Stock								1,022,380	I	Dellwood-McMullian Holdings, LLC(6)

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. Vesting of contingent performance share units granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).

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

3. Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based upon a plan statement dated as of 1/31/2026.

4. Beneficial ownership is disclaimed.

5. 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.

6. The reported securities are held by Dellwood-McMullian Holdings, LLC (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.

	/s/ Stephanie B. Tillman, Agent	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Ryals McMullian reported an acquisition of 98,862 shares of Flowers Foods common stock via vesting of performance share units and a related disposition of 41,980 shares to cover tax obligations, both dated February 25, 2026.

Was the Flowers Foods (FLO) insider activity a market purchase or sale?

The activity was not an open-market trade. Shares were granted via vesting of performance units, and 41,980 shares were disposed of at $9.65 each to satisfy tax withholding or exercise-related obligations.

How many Flowers Foods shares does Ryals McMullian hold directly after these transactions?

Following the reported grant and tax-withholding disposition, Ryals McMullian directly holds 1,411,420.281 shares of Flowers Foods common stock, as reflected in the Form 4 totals after the February 25, 2026 transactions.

What indirect holdings in Flowers Foods (FLO) are associated with Ryals McMullian?

The filing reports indirect holdings through a 401(k) plan, shares held by his spouse, irrevocable trusts for minor children, and Dellwood-McMullian Holdings, LLC, with dividend reinvestment and plan allocations included in certain totals.

Does Ryals McMullian have control over all indirect Flowers Foods shares reported?

No. For certain irrevocable trusts and Dellwood-McMullian Holdings, LLC, the filing states he has no investment authority or voting or dispositive power and that beneficial ownership is disclaimed for those indirect holdings.

What plan governed the vested Flowers Foods performance share units?

The vested contingent performance share units were granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan, as amended and restated effective May 25, 2023, according to the Form 4 footnote disclosure.