FLOWERS FOODS ELECTS STERLING A. SPAINHOUR TO BOARD OF DIRECTORS

Rhea-AI Summary

Flowers Foods (NYSE: FLO), one of America's largest packaged bakery foods producers, has elected Sterling A. Spainhour to its Board of Directors, effective October 1, 2025. Spainhour, currently serving as Executive Vice President and Chief Legal Officer of Southern Company, will join both the audit and finance committees.

With over 30 years of experience, Spainhour brings extensive expertise in M&A, legal matters, and corporate governance from his roles at Southern Company, Jones Day, and CNN. The appointment aims to strengthen Flowers Foods' board composition as the company, which reported $5.1 billion in net sales for 2024, continues to evolve its business strategy.

Positive

• Addition of board member with extensive M&A and corporate governance expertise
• Strategic strengthening of board composition with legal and compliance experience
• Enhanced oversight through participation in both audit and finance committees

Negative

• None.

THOMASVILLE, Ga., Sept. 29, 2025 /PRNewswire/ -- Flowers Foods, Inc. (NYSE: FLO) today announced that its board of directors has elected a new board member. Sterling A. Spainhour, executive vice president and chief legal officer of Southern Company will join Flowers Foods' board of directors effective Oct. 1, 2025. He will serve on the audit committee and finance committee of the board.

"Flowers' board of directors is pleased to welcome Sterling as its newest member," said Ryals McMullian, chairman and chief executive officer. "His deep expertise in M&A, legal matters, and corporate governance will complement and strengthen our existing board composition as we continue to evolve the Flowers business. The board and I look forward to working with Sterling to advance our strategic priorities and drive increased shareholder value."

In his role at Atlanta-based Southern Company, one of America's largest energy providers, Spainhour oversees the legal, compliance, corporate governance, internal audit, aerial services, and security organizations. During his more than 30-year career, Spainhour has also held senior positions at law firm Jones Day and CNN. As a partner at Jones Day, his practice focused on a wide range of transactional matters including mergers and acquisitions and corporate governance. Spainhour holds a bachelor's degree in political science from the University of North Carolina – Chapel Hill, a Master of Business Administration from Duke University's Fuqua School of Business, and a Doctor of Law from Duke University School of Law. In addition to Spainhour's appointment to the Flowers Foods board, he currently serves as a board member of Gray Media, Atlanta's High Museum of Art, Emory Healthcare Network, and the University of North Carolina – Chapel Hill Arts & Sciences Foundation.

About Flowers Foods

Headquartered in Thomasville, Ga., Flowers Foods, Inc. (NYSE: FLO) is one of the largest producers of packaged bakery foods in the United States with 2024 net sales of $5.1 billion. Flowers operates bakeries across the country that produce a wide range of bakery products. Among the company's top brands are Nature's Own, Dave's Killer Bread, Canyon Bakehouse, Simple Mills, Wonder, and Tastykake. Learn more at www.flowersfoods.com.

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Forward-Looking Statements

Statements contained in this press release and certain other written or oral statements made from time to time by Flowers Foods, Inc. (the "company", "Flowers Foods", "Flowers", "us", "we", or "our") and its representatives that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to current expectations regarding our business, management transition and our future financial condition and results of operations and are often identified by the use of words and phrases such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," "would," "is likely to," "is expected to" or "will continue," or the negative of these terms or other comparable terminology. These forward-looking statements are based upon assumptions we believe are reasonable. Forward-looking statements are based on current information and are subject to risks and uncertainties that could cause our actual results to differ materially from those projected. Certain factors that may cause actual results, performance, liquidity, and achievements to differ materially from those projected are discussed in our Annual Report on Form 10-K for the year ended December 28, 2024 (the "Form 10-K") and our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission ("SEC") and may include, but are not limited to, (a) risks related to the management transition, (b) unexpected changes in any of the following: (1) general economic and business conditions; (2) the competitive setting in which we operate, including advertising or promotional strategies by us or our competitors, as well as changes in consumer demand; (3) interest rates and other terms available to us on our borrowings; (4) supply chain conditions and any related impact on energy and raw materials costs and availability and hedging counter-party risks; (5) relationships with or increased costs related to our employees and third-party service providers; (6) laws and regulations (including environmental and health-related issues and the impacts of tariffs); and (7) accounting standards or tax rates in the markets in which we operate, (c) the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our products, (d) changes in consumer behavior, trends and preferences, including health and whole grain trends, and the movement toward less expensive store branded products, (e) the level of success we achieve in developing and introducing new products and entering new markets, (f) our ability to implement new technology and customer requirements as required, (g) our ability to operate existing, and any new, manufacturing lines according to schedule, (h) our ability to implement and achieve our corporate responsibility goals in accordance with regulatory requirements and the expectations of our stakeholders, suppliers, and customers; (i) our ability to execute our business strategies which may involve, among other things, (1) the ability to realize the intended benefits of completed, planned or contemplated acquisitions, dispositions or joint ventures, such as the acquisition of Simple Mills, (2) the deployment of new systems (e.g., our enterprise resource planning ("ERP") system), distribution channels and technology, and (3) an enhanced organizational structure (e.g., our sales and supply chain reorganization), (j) consolidation within the baking industry and related industries, (k) changes in pricing, customer and consumer reaction to pricing actions (including decreased volumes), and the pricing environment among competitors within the industry, (l) our ability to adjust pricing to offset, or partially offset, inflationary pressure or tariffs on the cost of our products, including ingredient and packaging costs; (m) disruptions in our direct-store-delivery distribution model, including litigation or an adverse ruling by a court or regulatory or governmental body that could affect the independent contractor classifications of the independent distributor partners ("IDPs"), and changes to our direct-store-delivery distribution model in California, (n) increasing legal complexity and legal proceedings that we are or may become subject to, (o) labor shortages and turnover or increases in employee and employee-related costs, (p) the credit, business, and legal risks associated with IDPs and customers, which operate in the highly competitive retail food and foodservice industries, (q) any business disruptions due to political instability, pandemics, armed hostilities, incidents of terrorism, natural disasters, labor strikes or work stoppages, technological breakdowns, product contamination, product recalls or safety concerns related to our products, or the responses to or repercussions from any of these or similar events or conditions and our ability to insure against such events, (r) the failure of our information technology systems to perform adequately, including any interruptions, intrusions, cyber-attacks or security breaches of such systems or risks associated with the implementation of the upgrade of our ERP system; and (s) the potential impact of climate change on the company, including physical and transition risks, our availability or restriction of resources, higher regulatory and compliance costs, reputational risks, and our availability of capital on attractive terms. The foregoing list of important factors does not include all such factors, nor does it necessarily present them in order of importance. In addition, you should consult other disclosures made by the company (such as in our other filings with the SEC or in company press releases) for other factors that may cause actual results to differ materially from those projected by the company. Refer to Part I, Item 1A., Risk Factors, of our Form 10-K, Part II, Item 1A., Risk Factors, of the Form 10-Q for the quarter ended July 12, 2025 and subsequent filings with the SEC for additional information regarding factors that could affect the company's results of operations, financial condition and liquidity. We caution you not to place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain. The company undertakes no obligation to publicly revise or update such statements, except as required by law. You are advised, however, to consult any further public disclosures by the company (such as in our filings with the SEC or in company press releases) on related subjects.

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SOURCE Flowers Foods, Inc.

FAQ

Who is Sterling Spainhour and when will he join Flowers Foods' board?

Sterling Spainhour, Executive VP and Chief Legal Officer of Southern Company, will join Flowers Foods' board effective October 1, 2025.

What committees will Sterling Spainhour serve on at Flowers Foods (NYSE: FLO)?

Spainhour will serve on both the audit committee and finance committee of Flowers Foods' board of directors.

What was Flowers Foods' (FLO) net sales in 2024?

Flowers Foods reported net sales of $5.1 billion for the fiscal year 2024.

What is Sterling Spainhour's professional background before joining FLO's board?

Spainhour has over 30 years of experience, including senior positions at Southern Company, Jones Day law firm where he focused on M&A and corporate governance, and CNN.

What are Flowers Foods' major brands?

Flowers Foods' top brands include Nature's Own, Dave's Killer Bread, Canyon Bakehouse, Simple Mills, Wonder, and Tastykake.