Flowers Foods Inc.

09/26/2025 | Press release | Distributed by Public on 09/26/2025 14:53

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
McMullian Ryals
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
(Last) (First) (Middle)
1919 FLOWERS CIRCLE
3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025
(Street)
THOMASVILLE, GA 31757
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McMullian Ryals
1919 FLOWERS CIRCLE
THOMASVILLE, GA 31757
X Chairman and CEO

Signatures

/s/ Stephanie B. Tillman, Agent 09/26/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Flowers Foods Inc. published this content on September 26, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 26, 2025 at 20:53 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]