McMullian Ryals 4
4 · FLOWERS FOODS INC · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Flowers Foods CEO McMullian Ryals Receives Award; Shares Withheld
What Happened McMullian Ryals, Chairman and CEO of Flowers Foods (FLO), had 98,862 shares issued to him on 2026-02-25 as a result of the vesting of contingent performance share units (PSUs). To satisfy tax withholding, 41,980 of those shares were surrendered/withheld at $9.65 per share, a disposition valued at $405,107. The award vests under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (amended May 25, 2023).
Key Details
- Transaction date: 2026-02-25. Report filed: 2026-02-27 (timely).
- Award (code A): 98,862 shares acquired at $0.00 (vesting of PSUs).
- Tax withholding (code F): 41,980 shares disposed/withheld at $9.65 = $405,107.
- Footnotes: F1 confirms PSU vesting; F2–F3 note some totals include dividend reinvestment and 401(k) plan allocations; F4 disclaims beneficial ownership; F5 notes shares in irrevocable trusts for minor children; F6 describes Family LLC ownership structure and limited control by the reporting person.
- Shares owned after the transaction are not explicitly stated in the filing; several footnotes limit or disclaim beneficial ownership and indicate certain shares are held in trusts or the Family LLC.
Context This was a routine vesting event with shares withheld to cover tax obligations—not an open-market sale or a separate cash purchase. Withholding of shares to meet tax liabilities is common after PSU vesting and should not be read as a directional market bet. The filing does not indicate any additional open-market transactions.
Insider Transaction Report
- Award
Common Stock
[F1][F2]2026-02-25+98,862→ 1,411,420.281 total - Tax Payment
Common Stock
[F2]2026-02-25$9.65/sh−41,980$405,107→ 1,369,440.281 total
- 7,179.63(indirect: By 401(k))
Common Stock
[F3] - 22,088(indirect: By Spouse)
Common Stock
[F4] - 126,382.799(indirect: By Trust)
Common Stock
[F2][F4][F5] - 1,022,380(indirect: By LLC)
Common Stock
[F6]
Footnotes (6)
- [F1]Vesting of contingent performance share units granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).
- [F2]Total includes shares acquired through reinvestment of dividends, based upon a statement dated 12/31/2025.
- [F3]Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based upon a plan statement dated as of 1/31/2026.
- [F4]Beneficial ownership is disclaimed.
- [F5]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.
- [F6]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.