Flowers Foods (NYSE: FLO) director reports bona fide gift of 109,303 shares

Rhea-AI Filing Summary

FLOWERS FOODS INC director William Jameson McFadden reported a bona fide gift of company stock. On December 31, 2025, he disposed of 109,303 shares of Flowers Foods common stock as a gift transfer with no sale price reported.

After this gift, McFadden’s direct holdings totaled 638,781 common shares. The filing also shows indirect holdings of 2,993.152 shares held "By Daughter" and 1,363 shares held "By Son" as of the same date.

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

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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)
12/31/2025

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	12/31/2025		G		109,303(1)	A	$0	638,781(2)	D
Common Stock								2,993.152(3)	I	By Daughter
Common Stock								1,363	I	By Son

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 shares were received on December 31, 2025 following the pro rata distribution from a family trust, which family trust terminated on December 31, 2025. The reporting person was a beneficiary of the trust prior to the distribution and did not have any voting power or investment control over the shares held by the family trust.

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.

	/s/ Stephanie B. Tillman, Agent	03/05/2026
	** 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.

FAQ

What insider transaction did FLO director William Jameson McFadden report?

William Jameson McFadden reported a bona fide gift of Flowers Foods shares. On December 31, 2025, he transferred 109,303 shares of common stock at no reported sale price, classed as a gift rather than an open-market sale.

How many FLO shares did McFadden hold directly after the reported gift?

After the gift, McFadden directly held 638,781 Flowers Foods shares. This direct ownership figure reflects his remaining common stock position following the bona fide gift of 109,303 shares disclosed for December 31, 2025.

Was McFadden’s Form 4 transaction in FLO stock a sale or a gift?

The Form 4 classifies the transaction as a bona fide gift, not a sale. It uses transaction code G, with a transaction action of "gift transfer" and a reported price per share of 0.0000 for the 109,303 common shares.

Does McFadden report any indirect ownership of FLOWERS FOODS (FLO) shares?

Yes, McFadden reports indirect ownership through family members. As of December 31, 2025, the filing lists 2,993.152 common shares held "By Daughter" and 1,363 common shares held "By Son" as indirect positions.

What does the Form 4 say about McFadden’s overall FLO share activity in this filing?

The filing shows one dispose transaction and two holding entries. McFadden recorded a bona fide gift of 109,303 common shares and reported updated direct and indirect holdings, with no open-market buys or sells indicated in the transaction summary.