Sterling Spainhour joins Flowers Foods (FLO) board and key committees

Rhea-AI Filing Summary

Flowers Foods, Inc. reported that its board of directors elected Sterling A. Spainhour as a new director, effective October 1, 2025. He will serve on the company’s Audit Committee and Finance Committee with a term running until the 2026 Annual Meeting of Shareholders.

The filing states that Mr. Spainhour will receive compensation under the existing program for non-employee directors outlined in the company’s April 8, 2025 proxy statement. It also notes there are no special arrangements or related-party transactions connected to his selection. With his election, the board size increases to twelve members.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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FLOWERS FOODS INC false 0001128928 0001128928 2025-09-26 2025-09-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2025 (September 26, 2025)

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

Georgia		1-16247		58-2582379
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1919 Flowers Circle, Thomasville, GA				31757
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (229) 226-9110

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		FLO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2025, the board of directors (the “Board”) of Flowers Foods, Inc. (the “Company”) elected Sterling A. Spainhour as a director, effective October 1, 2025. Additionally, the Board appointed Mr. Spainhour to serve on the Audit Committee and Finance Committee of the Board. Mr. Spainhour was elected for a term expiring at the Company’s 2026 Annual Meeting of Shareholders, at which time his continued Board service will be subject to renomination and shareholder approval.

Mr. Spainhour will participate in the Company’s compensation program for non-employee directors as described in the Company’s Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 8, 2025. There are no arrangements or understandings between the new director and any other person pursuant to which Mr. Spainhour was selected as a director. Additionally, Mr. Spainhour has no related party transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Effective October 1, 2025, with the election of Mr. Spainhour, the size of the Board will increase to twelve members.

A copy of the press release issued by the Company announcing the election of Mr. Spainhour as director is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release of Flowers Foods Inc. dated September 29, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				FLOWERS FOODS, INC.
Date: September 29, 2025				By:		/s/ R. Steve Kinsey
				Name:		R. Steve Kinsey
				Title:		Chief Financial Officer

FAQ

What did Flowers Foods (FLO) announce in this 8-K filing?

Flowers Foods announced the election of Sterling A. Spainhour as a director, effective October 1, 2025. He joins the Audit and Finance Committees, and his initial term runs until the 2026 Annual Meeting of Shareholders, when his continued service will require shareholder approval.

Who is Sterling A. Spainhour in relation to Flowers Foods (FLO)?

Sterling A. Spainhour has been elected as a non-employee director of Flowers Foods, effective October 1, 2025. He will serve on the Audit Committee and Finance Committee and will participate in the company’s standard compensation program for non-employee directors described in its April 8, 2025 proxy statement.

When does Sterling A. Spainhour’s term on the Flowers Foods (FLO) board end?

Sterling A. Spainhour’s term as a Flowers Foods director runs until the company’s 2026 Annual Meeting of Shareholders. At that meeting, his continued service will depend on renomination by the board and approval by shareholders under the company’s normal governance process.

Did Flowers Foods (FLO) disclose any related-party transactions with Sterling A. Spainhour?

Flowers Foods stated that Sterling A. Spainhour has no related-party transactions with the company requiring disclosure under Item 404(a) of Regulation S-K. The filing also notes there are no arrangements or understandings with any person pursuant to which he was selected as a director.

How does Sterling A. Spainhour’s election affect the size of the Flowers Foods (FLO) board?

With Sterling A. Spainhour’s election effective October 1, 2025, the size of the Flowers Foods board increases to twelve members. This change reflects an expansion of the board rather than a replacement of an existing director, as indicated in the company’s disclosure.

What compensation will Sterling A. Spainhour receive as a Flowers Foods (FLO) director?

Sterling A. Spainhour will participate in Flowers Foods’ compensation program for non-employee directors. That program is described in the company’s proxy statement on Schedule 14A filed April 8, 2025, and governs fees, equity awards, and other standard director compensation elements.