Flowers Foods (NYSE: FLO) director discloses stock gifts to family

Rhea-AI Filing Summary

Flowers Foods disclosed that one of its directors made several gifts of company common stock on December 15, 2025.

The director gifted 1,363 shares to his daughter and 1,363 shares to his son, all at a price of $0 per share, and also reported another gift of 272 shares. After these transactions, he beneficially owns 529,478 shares directly, including 460,383 shares held in a trust of which he is the sole beneficiary, plus 2,993.152 shares indirectly through his daughter and 1,363 shares indirectly through his son. The daughter’s indirect holdings include shares acquired through reinvestment of dividends based on a statement dated December 12, 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^*

McFadden William Jameson

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		G(1)		1,363	D	$0	531,113	D(2)
Common Stock	12/15/2025		G(1)		1,363	A	$0	2,993.152(3)	I	By Daughter
Common Stock	12/15/2025		G(4)		1,363	D	$0	529,750	D(2)
Common Stock	12/15/2025		G(4)		1,363	A	$0	1,363	I	By Son
Common Stock	12/15/2025		G		272	D	$0	529,478	D(2)

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. This transaction involved the reporting person's gift of 1,363 shares of Flowers Foods, Inc. common stock to his daughter.

2. Includes 460,383 shares held in a trust, of which the reporting person is the sole beneficiary.

3. Amount includes shares acquired through reinvestment of dividends, based upon a statement dated December 12, 2025.

4. This transaction involved the reporting person's gift of 1,363 shares of Flowers Foods, Inc. common stock to his son.

	/s/ Stephanie B. Tillman, Agent	12/17/2025
	** 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.
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FAQ

What insider stock transactions did a Flowers Foods (FLO) director report?

A Flowers Foods director reported several gifts of common stock on December 15, 2025, including transfers to his daughter, his son, and another gift of 272 shares.

How many Flowers Foods (FLO) shares were gifted to family members?

The director gifted 1,363 shares of Flowers Foods common stock to his daughter and 1,363 shares to his son, with each gift reported at a price of $0 per share.

What is the director’s direct ownership in Flowers Foods (FLO) after the transactions?

Following the reported gifts, the director beneficially owns 529,478 shares of Flowers Foods common stock directly.

What indirect Flowers Foods (FLO) holdings through family members were disclosed?

The director reported indirect beneficial ownership of 2,993.152 shares through his daughter and 1,363 shares through his son.

What does the 460,383-share trust position in Flowers Foods (FLO) represent?

The direct holdings include 460,383 shares held in a trust, of which the director is the sole beneficiary.

How were dividend reinvestments reflected in the Flowers Foods (FLO) holdings?

The daughter’s 2,993.152 indirectly held shares include amounts acquired through reinvestment of dividends, based on a statement dated December 12, 2025.