[Form 4] FLOWERS FOODS INC Insider Trading Activity

Rhea-AI Filing Summary

Flowers Foods (FLO) insider sale reported by Dellwood-McMullian Holdings, LLC (family LLC), not by the Chairman/CEO personally. On 09/25/2025 the filing reports the disposal of 350,000 shares at a weighted-average price of $12.825. The Form 4 details post-transaction holdings including 1,231,380 shares held indirectly by Dellwood-McMullian Holdings, LLC, 1,161,818.281 shares listed as direct, 6,681.716 shares held indirectly via a 401(k), 22,088 shares held indirectly by spouse, and 123,574.3091 shares held indirectly in trusts for minor children. The filing explains the family LLC and trust ownership structure and states the reporting person is not a manager of the Family LLC and has no voting or dispositive power over those shares.

Positive

• Transaction fully disclosed with weighted-average sale price, price range, and quantity provided
• Ownership structure clearly explained, including Family LLC and trust roles, with explicit disclaimers of voting/dispositive power by the reporting person

Negative

• Significant insider sale of 350,000 FLO shares on 09/25/2025
• Filing does not state the reason for the disposition or how proceeds will be used

Insights

Financial Analyst

TL;DR: Dellwood-McMullian Holdings (family LLC) reported a sizable secondary sale, not Mr. McMullian personally; the Form 4 clarifies he is not a manager of the LLC and has no voting or dispositive power over its shares.

The Form 4 documents an outright disposition of 350,000 Flowers Foods shares on 09/25/2025 at a weighted-average price of $12.825. The filing provides granular post-transaction positions, showing substantial indirect ownership through Dellwood-McMullian Holdings, LLC and various trusts, plus direct and 401(k) holdings. From an investor-information standpoint, the filing is clear about amounts and the clustered family ownership, but it does not state the purpose of the sale or any change in voting/control rights. No derivative holdings were reported.

Corporate Governance Expert

TL;DR: Insider sale disclosed; filing clarifies limited voting/dispositive authority by the reporting person over family-held shares.

The disclosure outlines a complex family ownership and trust arrangement and explicitly states the reporting person is not a manager of the Family LLC and lacks voting or dispositive power over shares held by that entity. The form also disclaims beneficial ownership for certain family-held shares. These clarifications are material to governance assessment because they delineate who holds voting authority despite substantial economic interests being within the family structure.

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).

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)
09/25/2025

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	09/25/2025		S		350,000	D	$12.825(1)	1,231,380	I	Dellwood-McMullian Holdings, LLC(2)(3)
Common Stock								1,161,818.281(4)	D
Common Stock								6,681.716(5)	I	By 401(k)
Common Stock								22,088	I	By Spouse(6)
Common Stock								123,574.3091(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 $12.755 to $13.01, 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 9/19/2025.

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	09/26/2025
	** 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.
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 was reported on the Form 4 for FLO?

A 350,000-share sale on 09/25/2025 at a weighted-average price of $12.825, executed by Dellwood-McMullian Holdings, LLC (family LLC), not by Mr. McMullian personally.

How many FLO shares does Dellwood-McMullian Holdings, LLC hold after the transaction?

The Form 4 lists 1,231,380 shares held indirectly by Dellwood-McMullian Holdings, LLC following the reported transaction.

Does the reporting person have voting or dispositive power over the Family LLC shares?

No. The filing states the reporting person is not a manager of the Family LLC and has no voting or dispositive power over those shares.

Are there shares held in trusts or retirement accounts reported?

Yes. The filing shows 123,574.3091 shares in trusts for minor children, 6,681.716 shares via a 401(k), and 22,088 shares held by spouse (beneficial ownership disclaimed).

Were any derivative securities reported on this Form 4?

No. Table II has no derivative securities; only non-derivative common stock transactions are reported.