McMullian Ryals 4

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.