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Flowers Foods (FLO) CEO McMullian details stock moves and indirect stakes

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Flowers Foods Chairman and CEO Ryals McMullian reported two code F transactions in company common stock on January 5, 2026. The filings show dispositions of 10,054 shares and 11,376 shares at $10.32 per share, leaving him with 1,312,558.281 shares of common stock held directly.

The filing also lists indirect holdings of 7,159.54 shares through a 401(k) plan, 22,088 shares held by his spouse, and 126,382.7985 shares in irrevocable trusts for his minor children. It notes that beneficial ownership is disclaimed for certain of these indirect positions and that 1,022,380 shares are held by Dellwood-McMullian Holdings, LLC, where he has no investment authority or voting or dispositive power over the Flowers Foods shares owned by that entity.

Positive

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Insider McMullian Ryals
Role Chairman and CEO
Type Security Shares Price Value
Tax Withholding Common Stock 10,054 $10.32 $104K
Tax Withholding Common Stock 11,376 $10.32 $117K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,323,934.281 shares (Direct); Common Stock — 7,159.54 shares (Indirect, By 401(k))
Footnotes (1)
  1. Total includes shares acquired through reinvestment of dividends, based upon a statement dated 12/31/2025. Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based upon a plan statement dated as of 12/31/2025. 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. 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._
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)
01/05/2026
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 01/05/2026 F 10,054 D $10.32 1,323,934.281(1) D
Common Stock 01/05/2026 F 11,376 D $10.32 1,312,558.281(1) D
Common Stock 7,159.54(2) I By 401(k)
Common Stock 22,088 I By Spouse(3)
Common Stock 126,382.7985(1) I By Trusts for Minor Children(3)(4)
Common Stock 1,022,380 I Dellwood-McMullian Holdings, LLC(5)
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. Total includes shares acquired through reinvestment of dividends, based upon a statement dated 12/31/2025.
2. Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based upon a plan statement dated as of 12/31/2025.
3. Beneficial ownership is disclaimed.
4. 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.
5. 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 01/07/2026
** 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 5, 2026?

The filing shows that Chairman and CEO Ryals McMullian reported two code F transactions in Flowers Foods common stock on January 5, 2026, involving dispositions of 10,054 shares and 11,376 shares at $10.32 per share.

How many Flowers Foods (FLO) shares does Ryals McMullian own directly after the reported transactions?

After the reported January 5, 2026 transactions, Ryals McMullian directly holds 1,312,558.281 shares of Flowers Foods common stock, as stated in the filing.

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

The filing lists indirect holdings of 7,159.54 shares through a 401(k) plan, 22,088 shares held by his spouse, 126,382.7985 shares in trusts for his minor children, and 1,022,380 shares held by Dellwood-McMullian Holdings, LLC.

Does Ryals McMullian have voting or investment power over all the indirect Flowers Foods (FLO) holdings?

No. The filing explains that for the irrevocable trusts established for his minor children he does not have investment authority or voting or dispositive power, and for Dellwood-McMullian Holdings, LLC he likewise has no investment authority or voting or dispositive power over the Flowers Foods shares owned by that entity.

What does the filing say about beneficial ownership for certain indirect Flowers Foods (FLO) holdings?

The document states that for some indirect positions, including shares held by his spouse and trusts for his minor children, beneficial ownership is disclaimed, indicating they are reported but not claimed as beneficially owned by the reporting person.

Who signed the Flowers Foods (FLO) Form 4 reporting Ryals McMullian’s transactions?

The Form 4 was signed by /s/ Stephanie B. Tillman, Agent on January 7, 2026, as shown in the signature block.