Flowers Foods sets $400M loan to refinance notes

Flowers Foods, Inc. arranged new financing to address upcoming debt and extend covenant flexibility.

Rhea-AI Filing Summary

Flowers Foods, Inc. arranged new financing to address upcoming debt and extend covenant flexibility. The company entered into a $400 million senior unsecured delayed draw term loan facility that will be used, with cash on hand, to repay its $400 million 3.500% senior notes maturing in October 2026 and related fees.

The 2026 term loan can be drawn once through October 1, 2026, matures three years after funding, and bears interest at SOFR or a base rate plus a margin set by leverage and debt ratings. The agreement includes financial covenants requiring a maximum Leverage Ratio of 3.75:1.00, with an optional increase to 4.00:1.00 during a defined Covenant Holiday period, and a minimum Interest Coverage Ratio of 4.50:1.00.

Flowers Foods also amended its revolving credit facility to extend the existing Covenant Holiday through the fiscal quarter ending October 9, 2027 and to align pricing and terms with the new term loan agreement, increasing its financial flexibility around the note maturity.

Insights

Credit & capital structure analyst

Flowers Foods refinances $400M notes with a flexible term loan and extended covenants.

Flowers Foods put in place a $400 million delayed draw term loan facility to refinance its $400 million 3.500% senior notes due in October 2026. This preserves access to committed funding while allowing the company to time the actual draw closer to the notes’ maturity.

The new loan has a three-year maturity from funding and floating-rate pricing tied to SOFR or a base rate plus a margin that varies with leverage and debt ratings. An additional ticking fee on undrawn commitments compensates lenders while the facility remains unused.

Financial covenants include a maximum Leverage Ratio of 3.75:1.00, with an option to step up to 4.00:1.00 for up to four quarters after certain acquisitions, and a minimum Interest Coverage Ratio of 4.50:1.00. The revolving credit facility amendment extends the Covenant Holiday through the fiscal quarter ending October 9, 2027, supporting flexibility as the company manages leverage and potential investments.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

2026 notes principal: $400 million 2026 Term Loan Facility size: $400 million Maximum SOFR margin: 2.000% +5 more

8 metrics

2026 notes principal $400 million Aggregate principal amount of 3.500% senior notes due October 2026

2026 Term Loan Facility size $400 million Senior unsecured delayed draw term loan facility entered April 6, 2026

Maximum SOFR margin 2.000% Top end of applicable margin range for SOFR-based loans

Minimum SOFR margin 0.875% Bottom end of applicable margin range for SOFR-based loans

Base rate margin range 0.00%–1.000% Applicable margin range for base rate loans under pricing grid

Ticking fee range 0.060%–0.250% Fee on unused term loan commitments based on leverage and ratings

Maximum Leverage Ratio 3.75:1.00 Standard financial covenant, with option to increase to 4.00:1.00

Minimum Interest Coverage Ratio 4.50:1.00 Financial covenant tested on the last day of each fiscal quarter

Key Terms

delayed draw term loan credit facility, Covenant Holiday, Leverage Ratio, Interest Coverage Ratio, +2 more

6 terms

delayed draw term loan credit facility financial

"entered into a $400.0 million senior unsecured delayed draw term loan credit facility"

Covenant Holiday financial

"extend its Covenant Holiday... through and including the Company’s fiscal quarter ended October 9, 2027"

A covenant holiday is a temporary pause or waiver of one or more loan covenants—contract rules lenders set on a borrower’s financial ratios or actions—so the borrower does not have to meet those tests for a defined period. Think of it as pressing a pause button on rules like maximum debt or minimum cash flow; it matters to investors because it changes the company’s creditor protections and signals lenders’ willingness to give breathing room, which can affect perceived default risk and future financing terms.

Leverage Ratio financial

"The maximum Leverage Ratio financial covenant requires that the Company maintain a Leverage Ratio of no greater than 3.75:1.00"

Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.

Interest Coverage Ratio financial

"The minimum Interest Coverage Ratio financial covenant requires that the Company maintain an Interest Coverage Ratio of no less than 4.50:1.00"

A measure of how easily a company can pay the interest on its debt, calculated by comparing the earnings it generates from operations to the interest it owes. It matters to investors because a higher ratio means the company can comfortably meet interest payments — like having several paychecks set aside to cover your rent — while a low ratio signals greater risk of missed payments or financial strain.

ticking fee financial

"bears an additional ticking fee on the full amount of the unused commitments"

A ticking fee is a charge that accrues over time when one party has committed to a deal but the transaction has not yet closed; it compensates the other side for the cost and risk of the delay. For investors, it matters because it raises the effective cost of a transaction and signals how long completion may take—like paying a small ongoing rent while waiting for a house sale to finish, which can affect returns and deal judgment.

Change in Control financial

"the occurrence of a Change in Control (as defined in the 2026 Term Loan Credit Agreement)"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new financing did Flowers Foods (FLO) arrange in this 8-K?

Flowers Foods entered into a new $400 million senior unsecured delayed draw term loan facility. The company plans to use the net proceeds, together with cash on hand, to fully repay its $400 million 3.500% senior notes maturing in October 2026 and related transaction costs.

How will Flowers Foods (FLO) use the $400 million 2026 Term Loan Facility?

The company must use net proceeds from the 2026 Term Loan Facility, along with cash on hand, to repay in full its $400 million 3.500% senior notes due October 2026 and pay fees, costs, and expenses tied to the refinancing, the new term loan, and the revolving credit amendment.

What are the key covenant ratios for Flowers Foods’ new term loan?

The agreement requires a maximum Leverage Ratio of 3.75:1.00, with an option to increase to 4.00:1.00 for up to four quarters after certain acquisitions, and a minimum Interest Coverage Ratio of 4.50:1.00, tested on the last day of each fiscal quarter.

When does the Covenant Holiday for Flowers Foods (FLO) end?

The Covenant Holiday, which relaxes the maximum Leverage Ratio under specified conditions, is in effect from the 2026 Term Loan Facility closing and, under the amended revolving credit facility, continues through the company’s fiscal quarter ending October 9, 2027, providing extended financial flexibility.

How is interest priced on Flowers Foods’ 2026 Term Loan Facility?

Borrowings bear interest at either SOFR or a base rate, plus a margin determined by a pricing grid based on leverage and debt ratings. Margins range from 0.875% to 2.000% for SOFR loans and 0.00% to 1.000% for base rate loans, plus a ticking fee on undrawn commitments.

What changes were made to Flowers Foods’ revolving credit facility?

The First Amendment extends the existing Covenant Holiday through the fiscal quarter ending October 9, 2027, adds a new pricing tier for lower debt ratings, and makes other adjustments to align the revolving credit facility’s terms with the new 2026 Term Loan Credit Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/07/2026 - 04:35 PM Learn about SEC filing dates

FLOWERS FOODS INC false 0001128928 0001128928 2026-04-06 2026-04-06

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): April 7, 2026 (April 6, 2026)

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

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 1.01 Entry into a Material Definitive Agreement.

In anticipation of the upcoming maturity of its $400 million aggregate principal amount of 3.500% senior notes due in October (the “2026 Notes”), on April 6, 2026, Flowers Foods, Inc., a Georgia corporation (the “Company”), entered into a $400.0 million senior unsecured delayed draw term loan credit facility (the “2026 Term Loan Facility”), which provides the Company with a prepayable financing structure. To provide enhanced financial flexibility, on April 6, 2026, the Company also amended its Revolving Credit Facility (as defined below) to extend its Covenant Holiday (as defined therein), currently in effect, through and including the Company’s fiscal quarter ended October 9, 2027, along with other provisions intended to align the Revolving Credit Facility to the terms of the 2026 Term Loan Facility.

2026 Term Loan Credit Agreement

On April 6, 2026, the Company entered into the 2026 Term Loan Facility pursuant to a Term Loan Credit Agreement (the “2026 Term Loan Credit Agreement”), dated as of April 6, 2026, with certain financial institutions party thereto as lenders and Wells Fargo Bank, National Association, as administrative agent. The 2026 Term Loan Credit Agreement requires that the Company use the net proceeds of the 2026 Term Loan Facility to, together with cash on hand, finance the repayment in full of the 2026 Notes and to pay the fees, costs and expenses incurred in connection therewith and with the execution of the 2026 Term Loan Facility and the Revolver Amendment (as defined below).

The 2026 Term Loan Facility may be made available in a single drawing during the period from the closing date of the 2026 Term Loan Facility through and including October 1, 2026, or the earlier termination of the commitments. The 2026 Term Loan Facility has an initial maturity date occurring on the third anniversary of the funding date thereof.

Borrowings under the 2026 Term Loan Facility bear interest, at the option of the Company, based on the Secured Overnight Financing Rate (“SOFR”) or the “base rate”, in each case, plus an applicable margin. The applicable margin is determined by reference to a pricing grid set forth in the 2026 Term Loan Credit Agreement based on the Company’s leverage and debt rating, ranging from a maximum of 2.000% in the case of SOFR-based loans and 1.000% in the case of base rate loans to a minimum of 0.875% in the case of SOFR-based loans and 0.00% in the case of base rate loans, based upon the Company’s then applicable leverage ratio and debt rating. In addition, the 2026 Term Loan Facility bears an additional ticking fee on the full amount of the unused commitments, also determined by reference to the pricing grid, and ranging from a maximum of 0.250% to a minimum of 0.060%, based upon the Company’s then applicable leverage ratio and debt rating.

The 2026 Term Loan Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the 2026 Term Loan Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to perform (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against the Company or any of its subsidiaries; (f) any representation, warranty or statement made thereunder or under the ancillary loan documents and certain certificates being subsequently proven to be untrue in any material respect; and (g) the occurrence of a Change in Control (as defined in the 2026 Term Loan Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the 2026 Term Loan Credit Agreement and the ancillary loan documents.

The 2026 Term Loan Credit Agreement contains financial covenants testing the Company’s Leverage Ratio and Interest Coverage Ratio (each as defined in the 2026 Term Loan Credit Agreement). The maximum Leverage Ratio financial covenant requires that the Company maintain a Leverage Ratio of no greater than 3.75:1.00 on the last day of any fiscal quarter of the Company; provided that, at the Company’s option, such Leverage Ratio may be increased to 4.00:1.00 for any period of up to four consecutive fiscal quarters following an acquisition or investment, subject to certain conditions (any such increase, a “Covenant Holiday”); provided, further, that a Covenant Holiday is in effect from the closing date of the 2026 Term Loan Facility through and including the Company’s fiscal quarter ending October 9, 2027. The minimum Interest Coverage Ratio financial covenant requires that the Company maintain an Interest Coverage Ratio of no less than 4.50:1.00 on the last day of any fiscal quarter of the Company.

No subsidiaries of the Company are required to provide guarantees in respect of the 2026 Term Loan Facility unless the Company’s debt rating falls below a certain level or the Company fails to obtain and maintain certain debt ratings.

The foregoing description of the 2026 Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the 2026 Term Loan Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Revolver Amendment

On April 6, 2026, the Company entered into the First Amendment (the “Revolver Amendment”) to the Credit Agreement, dated as of February 5, 2025, with certain financial institutions party thereto as lenders and Wells Fargo Bank, National Association, as administrative agent, with respect to its revolving credit facility (as amended by the Revolver Amendment, the “Revolving Credit Facility”). The Revolver Amendment, among other things, (i) extends the Covenant Holiday currently in effect to the period from the closing date of the Revolver Amendment through and including the Company’s fiscal quarter ending October 9, 2027, (ii) adds an additional tier to the pricing grid thereof for the case in which the Company’s debt ratings fall to Ba2 or below from Moody’s and BB or below from S&P, consistent with the 2026 Term Loan Credit Agreement, and (iii) makes certain other changes to align with the 2026 Term Loan Credit Agreement.

The foregoing description of the Revolver Amendment does not purport to be complete and is qualified in its entirety by reference to the Revolver Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Certain of the lenders under the 2026 Term Loan Credit Agreement and the Revolver Amendment (and their respective subsidiaries or affiliates) have in the past provided, are currently providing or may in the future provide, investment banking, cash management, underwriting, lending, commercial banking, trust, leasing services, foreign exchange and other advisory services to, or engage in transactions with, the Company and its subsidiaries or affiliates. These parties have received, and may in the future receive, customary compensation from the Company and its subsidiaries or affiliates, for such services.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Term Loan Credit Agreement, dated as of April 6, 2026, by and among Flowers Foods, Inc., the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as administrative agent.*
10.2		First Amendment to Credit Agreement, dated as of April 6, 2026, by and among Flowers Foods, Inc., the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as administrative agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted exhibits or schedules to the Securities and Exchange Commission upon request.

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: April 7, 2026				By:		/s/ D. Anthony Scaglione
				Name:		D. Anthony Scaglione
				Title:		Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 626.8 KB
• EX-10.2 EX-10.2 849.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB