Form 4: Flowers Foods CEO Sells Shares, Acquires New Stock

Flowers Foods Chairman and CEO Ryals McMullian reported the sale of 209,000 common shares and the acquisition of 172,170 shares in recent transactions.

Summary

• Ryals McMullian, Chairman and CEO of Flowers Foods Inc. (FLO), reported transactions involving the company's common stock.
• On January 2, 2026, 209,000 shares of common stock were sold at a weighted average price of $10.8692 per share, totaling approximately $2,271,662.80.
• On January 4, 2026, 172,170 shares of common stock were acquired at a price of $0 per share, likely indicating a grant or award.
• Following these transactions, direct beneficial ownership stands at 1,333,988.281 shares.
• Indirect beneficial ownership includes 1,022,380 shares held by Dellwood-McMullian Holdings, LLC, 6,681.716 shares in a 401(k) plan, 22,088 shares held by a spouse, and 126,382.7985 shares held in trusts for minor children.
• Beneficial ownership is disclaimed for shares held by the spouse and trusts for minor children, as well as for shares held by Dellwood-McMullian Holdings, LLC where the reporting person has no investment authority or voting/dispositive power.

Sentiment

Score: 3

Explanation: The significant sale of shares by the Chairman and CEO, despite an acquisition of other shares, generally signals a negative sentiment or a need for liquidity, which can be perceived negatively by the market.

Positives

• The acquisition of 172,170 shares of common stock, even at a $0 price, indicates an increase in the CEO's stake in the company, likely through a compensation grant.

Negatives

• The sale of 209,000 shares of common stock by the Chairman and CEO represents a significant reduction in direct holdings, which can be interpreted as a negative signal by investors.

Future Outlook

NA

Management Comments

• The price reported for the sale in Column 4 is a weighted average price, with shares sold in multiple transactions ranging from $10.78 to $10.895.
• The reported transactions related to Dellwood-McMullian Holdings, LLC were conducted by its managers and are related to holdings in family trusts originally settled by the reporting person's father.
• The reporting person is a trustee and beneficiary of the Amos Ryals McMullian, Jr. Trust, which owns 50% of the Class B (Nonvoting) Membership Units in Dellwood-McMullian Holdings, LLC.
• The reporting person is not a manager of the Family LLC and has no investment authority or voting or dispositive power over the shares of Flowers Foods, Inc. owned by the Family LLC.
• Beneficial ownership is disclaimed for shares held by the spouse and in irrevocable trusts established for the benefit of the reporting person's minor children, as the reporting person does not have investment authority or voting or dispositive power over these shares.

Industry Context

NA

Related Party Transactions

• Indirect beneficial ownership includes 1,022,380 shares held by Dellwood-McMullian Holdings, LLC, a family limited liability company. The reporting person's trust owns 50% of the Class B (Nonvoting) Membership Units, while the reporting person's sister owns all Class A (Voting) Units and a trust for her benefit owns the remaining 50% of Class B Units.
• The reporting person disclaims beneficial ownership over shares held by Dellwood-McMullian Holdings, LLC, as they are not a manager and lack investment or voting/dispositive power.
• Indirect beneficial ownership also includes 126,382.7985 shares held in irrevocable trusts established for the benefit of the reporting person's minor children, over which beneficial ownership is disclaimed due to lack of investment authority or voting/dispositive power.

Stakeholder Impact

• Shareholders may interpret the CEO's sale of a substantial number of shares as a potential lack of confidence in the company's near-term prospects, potentially influencing stock price perception.

Key Dates

Keywords

FLOWERS FOODS, FLO, SEC Form 4, insider trading, stock transaction, CEO, Ryals McMullian, common stock, beneficial ownership