[8-K] FLOWERS FOODS INC Reports Material Event

Rhea-AI Filing Summary

Flowers Foods, Inc. (FLO) reported that its Compensation and Human Capital Committee approved an amended and restated Change of Control Plan on November 13, 2025. The plan covers the company’s named executive officers as disclosed in its April 8, 2025 proxy statement.

The changes add a new severance feature giving participants a prorated annual bonus at the target level for the year their employment ends in connection with a qualifying change of control. The amendment also revises the lump-sum payment meant to cover medical costs so it equals the participant’s full monthly COBRA amount multiplied by the greater of 18 or the participant’s severance multiple under the plan multiplied by 12.

In addition, the definitions of “Change of Control” and “Good Reason” are revised to match those in the company’s 2014 Omnibus Equity and Incentive Compensation Plan and related awards. The restrictive covenants are moved into a separate form of separation agreement that participants must sign to receive severance benefits.

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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): November 19, 2025 (November 13, 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)		(I.R.S. 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2025, the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors of Flowers Foods, Inc. (the “Company”) approved an amendment and restatement of the Flowers Foods, Inc. Change of Control Plan (the “Plan”), the terms of which (prior to such amendment and restatement) have been previously disclosed. Each of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement filed on April 8, 2025, currently participates in the Plan.

The Committee approved the amendment and restatement of the Plan primarily to, among other items: (1) add as an additional severance payment the right of the participants to receive a prorated bonus (at the target level) for the year of termination, (2) revise the lump sum payment intended to cover medical costs so that such amount will be equal to a participant’s full monthly COBRA amount multiplied by the greater of (x) 18 or (y) such participant’s severance multiple under the Plan multiplied by 12, (3) revise the “Change of Control” and “Good Reason” definitions to align such definitions with those used in the Company’s 2014 Omnibus Equity and Incentive Compensation Plan (as amended and restated) and related award agreements, and (4) move the restrictive covenant provisions out of the Plan and into an attached form of separation agreement that must be signed by a participant in connection with the termination of such participant’s employment as a condition to the receipt of the severance benefits payable under the Plan.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Flowers Foods, Inc. Amended and Restated Change of Control Plan.
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.
	By:		/s/ R. Steve Kinsey
			Name: R. Steve Kinsey
			Title: Chief Financial Officer

Date: November 19, 2025

FAQ

What did Flowers Foods (FLO) change in its Change of Control Plan?

Flowers Foods amended and restated its Change of Control Plan to add a prorated target bonus for the year of termination, update the medical cost lump-sum formula, align key definitions with its 2014 Omnibus Equity and Incentive Compensation Plan, and relocate restrictive covenants to a separate separation agreement.

Which executives are covered by the updated Flowers Foods Change of Control Plan?

The amended plan covers each of Flowers Foods’ named executive officers as identified in the company’s definitive proxy statement filed on April 8, 2025.

How does the revised Flowers Foods plan handle severance bonuses after a change of control?

Under the revised plan, participants are entitled to receive a prorated bonus at the target level for the year in which their employment terminates in connection with a qualifying change of control event.

How are medical costs treated under the amended Flowers Foods Change of Control Plan?

The plan now provides a lump-sum payment for medical costs equal to the participant’s full monthly COBRA amount multiplied by the greater of 18 or the participant’s severance multiple under the plan multiplied by 12.

What definitions were revised in Flowers Foods’ Change of Control Plan?

The definitions of “Change of Control” and “Good Reason” were revised so they align with those used in Flowers Foods’ 2014 Omnibus Equity and Incentive Compensation Plan and related award agreements.

What role does the separation agreement play in receiving severance under the Flowers Foods plan?

The restrictive covenant provisions were moved into a separate form of separation agreement. A participant must sign this agreement in connection with their termination as a condition to receiving severance benefits under the plan.

Where can investors find the full text of Flowers Foods’ amended Change of Control Plan?

The complete text of the amended and restated Change of Control Plan is filed as Exhibit 10.1 to the report and is incorporated by reference.