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Flowers Foods (NYSE: FLO) posts Q1 2026 results and resets annual dividend

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Flowers Foods reported mixed first quarter 2026 results for the 16 weeks ended April 25, 2026. Net sales rose 1.1% to $1.572 billion, helped by pricing, mix and the Simple Mills acquisition, but volume declined and the consumer backdrop remained challenging.

Net income fell 20.6% to $42.1 million, with margin pressure from higher interest expense and costs, and diluted EPS decreased to $0.20. On an adjusted basis, net income was $60.9 million and adjusted diluted EPS was $0.29, while adjusted EBITDA slipped 1.8% to $159.0 million, or 10.1% of sales.

The board reset the dividend to an annual rate of $0.50 per share and declared a quarterly dividend of $0.1250 per share, payable on June 26, 2026 to shareholders of record on June 12, 2026. Management reaffirmed full‑year 2026 guidance, including net sales of $5.163–$5.267 billion, adjusted EBITDA of $465–$495 million, and adjusted diluted EPS of $0.80–$0.90.

Positive

  • None.

Negative

  • Profitability under pressure: Q1 2026 net income declined 20.6% to $42.1 million and adjusted EBITDA fell 1.8% to $159.0 million, reflecting higher interest expense and cost pressures despite modest sales growth.
  • Dividend reset lower: The board reset the dividend to $0.50 per share annually with a $0.1250 quarterly payment, signaling a shift toward debt reduction and internal investment over prior dividend levels.

Insights

Soft earnings and a dividend reset offset modest sales growth.

Flowers Foods posted slightly higher Q1 2026 net sales of $1.572 billion on stronger pricing and its Simple Mills acquisition, but volumes declined and cost pressures persisted. Branded Retail grew 3.4%, while Other sales fell 3.1%, reflecting weaker consumer spending.

Profitability weakened: net income dropped 20.6% to $42.1 million, and adjusted EBITDA edged down 1.8% to $159.0 million, with interest expense rising after debt used to fund Simple Mills. Cash from operations fell to $107.9 million, though capital spending also decreased.

The board reset the dividend to $0.50 per share annually and declared a $0.1250 quarterly payout, as the company prioritizes debt reduction and brand investment. Management reaffirmed 2026 guidance for net sales of $5.163–$5.267 billion and adjusted diluted EPS of $0.80–$0.90, so execution against these targets in the remaining 36 weeks of fiscal 2026 will be important for assessing the strategy.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net sales Q1 2026 $1,571,577,000 16 weeks ended April 25, 2026; up 1.1% year over year
Net income Q1 2026 $42,055,000 Down 20.6% vs prior-year first quarter
Diluted EPS Q1 2026 $0.20 per share Compared with $0.25 per diluted share a year earlier
Adjusted EBITDA Q1 2026 $159,019,000 10.1% of net sales; down 1.8% from prior year
Quarterly dividend $0.1250 per share Payable June 26, 2026; annual rate $0.50 per share
2026 net sales guidance $5.163B–$5.267B Fiscal 2026 outlook; -1.8% to 0.2% vs prior year
2026 adjusted EPS guidance $0.80–$0.90 Full-year fiscal 2026 adjusted diluted EPS range
Operating cash flow Q1 2026 $107,857,000 Net cash provided by operating activities, first quarter 2026
Adjusted EBITDA financial
"Adjusted EBITDA(2) decreased 1.8% to $159.0 million, representing 10.1% of net sales"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted diluted EPS financial
"Adjusted diluted EPS(2) decreased $0.06 to $0.29."
Adjusted diluted EPS is a company’s profit per share after adding back or removing one-time items (like restructuring costs or gains) and dividing by the number of shares including potential shares from options and convertible securities. Investors use it as a cleaner view of ongoing earnings—like looking at a car’s regular fuel efficiency rather than a trip boosted by downhill coasting—to judge underlying performance and compare companies without temporary distortions.
non-GAAP financial measures financial
"the company may present in its public statements... non-GAAP financial measures such as, EBITDA, adjusted EBITDA, adjusted EBITDA margin"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Adjusted SD&A financial
"Excluding matters affecting comparability, adjusted SD&A(2)was 39.3% of net sales"
Adjusted EBITDA margin financial
"Adjusted EBITDA margin | | | 10.1 | % | | | 10.4 | %"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
forward-looking statements regulatory
"Statements contained in this press release... that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Net sales $1,571,577,000 +1.1% year over year
Net income $42,055,000 -20.6% year over year
Diluted EPS $0.20 -$0.05 vs prior year
Adjusted EBITDA $159,019,000 -1.8% year over year
Adjusted diluted EPS $0.29 -$0.06 vs prior year
Guidance

For fiscal 2026, Flowers Foods expects net sales of $5.163–$5.267 billion (-1.8% to 0.2% vs prior year), adjusted EBITDA of $465–$495 million, and adjusted diluted EPS of $0.80–$0.90.

false000112892800011289282026-05-212026-05-21

 

 

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): May 21, 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)

(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 2.02. Results of Operations and Financial Condition.

On May 21, 2026, Flowers Foods, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial condition and results of operations as of and for the 16 weeks ended April 25, 2026. A copy of the Press Release is furnished with this Report as Exhibit 99.1.

Item 8.01. Other Events.

 

The Press Release also announced that the Company's board of directors reset the dividend to an annual rate of $0.50 per share and declared a quarterly dividend of $0.1250 per share, payable on June 26, 2026, to shareholders of record on June 12, 2026.

 

 

 


 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

 

Description

 

 

99.1

 

Press Release of Flowers Foods, Inc. dated May 21, 2026.

 

 

 

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/ D. Anthony Scaglione

 

 

Name: D. Anthony Scaglione

 

 

Title: Chief Financial Officer

 

Date: May 21, 2026

 


 

Exhibit 99.1

img238579036_0.gif

FLOWERS FOODS, INC. REPORTS FIRST QUARTER 2026 RESULTS

THOMASVILLE, Ga., May 21, 2026 – Flowers Foods, Inc. (NYSE: FLO) today reported financial results for the company’s 16-week first quarter ended April 25, 2026.

First Quarter Summary:

Compared to the prior year first quarter where applicable

Net sales(1) increased 1.1% to $1.572 billion as the Simple Mills acquisition and pricing/mix more than offset volume declines.
Net income decreased 20.6% to $42.1 million, representing 2.7% of sales, a 70-basis point decrease, primarily due to a challenging consumer environment and higher interest expense, partly offset by the prior year plant closure costs and moderating ingredient costs. Adjusted net income(2) decreased 17.4% to $60.9 million.
Adjusted EBITDA(2) decreased 1.8% to $159.0 million, representing 10.1% of net sales, a 30-basis point decrease.
Diluted EPS decreased $0.05 to $0.20. Adjusted diluted EPS(2) decreased $0.06 to $0.29.

Quarterly Cash Dividend Declared

The company today announced that its board of directors has declared a quarterly dividend of $0.1250 per share, representing the 95th consecutive quarterly dividend paid by the company and is payable on June 26, 2026, to shareholders of record on June 12, 2026.

Chairman and CEO Remarks:

"Flowers' first quarter reflects our team’s disciplined cost management, helping us deliver financial performance in-line with expectations despite softer top-line results driven by ongoing challenging macroeconomic conditions impacting the category," said Ryals McMullian, chairman and CEO of Flowers Foods. "At the same time, we’ve made meaningful progress in strengthening our long-term position by evolving our product portfolio to better meet consumers’ needs, including the relaunch of Nature’s Own, now with simple ingredients and Non-GMO Project Verified certification – a mainstream category first. While we continue to approach the balance of the year with appropriate caution given the ongoing challenging external environment, we remain confident in the strength of our brands, robust supply chain and delivery network, growing presence in the better-for-you categories, and improving balance sheet. These factors give us confidence we are well positioned to navigate headwinds and drive long-term shareholder value."

 

“The comprehensive review of our brand portfolio, supply chain, and financial strategy announced last quarter is well underway and helping to further clarify how we allocate resources to strengthen our position and support the growth of our strongest brands,” McMullian added. “As part of this effort, we reset our quarterly dividend to $0.125 per share, or $0.50 per share on an annualized basis, allowing us to prioritize meaningful debt reduction while continuing to invest behind the brands, innovation, and capabilities that we believe will drive sustainable above-category growth over time. As we move forward and execute our strategy, we expect dividends to remain an important component of our overall shareholder value proposition. With respect to our 2026 outlook, we are reaffirming guidance and our team remains focused on disciplined execution, managing the areas of the business we can directly influence and delivering against our strategic and financial objectives for the year.”

For the 52-week Fiscal 2026, the Company Expects:

Net sales of approximately $5.163 billion to $5.267 billion, representing a -1.8% to 0.2% change compared to the prior year.
Adjusted EBITDA(3) in the range of approximately $465 million to $495 million.
Adjusted diluted EPS(2) of approximately $0.80 to $0.90.

The company’s outlook is based on the following assumptions:

Depreciation and amortization of approximately $165 million to $170 million.
Net interest expense of approximately $65 million to $70 million.
An effective tax rate of approximately 26%.
Weighted average diluted share count for the year of approximately 213.5 million shares.
Capital expenditures of approximately $115 million to $125 million.
 

Matters Affecting Comparability:

 


 

Reconciliation of Earnings per Share to Adjusted Earnings per Share

 

 

 

For the 16-Week Period Ended

 

 

For the 16-Week Period Ended

 

 

 

April 25, 2026

 

 

April 19, 2025

 

Net income per diluted common share

 

$

0.20

 

 

$

0.25

 

Business process improvement costs

 

NM

 

 

NM

 

Plant closure costs and impairment of assets

 

 

 

 

 

0.03

 

Restructuring charges

 

 

0.01

 

 

NM

 

Restructuring-related implementation costs

 

 

0.03

 

 

 

0.02

 

Acquisition and integration-related costs

 

NM

 

(a)

 

0.05

 

Legal settlements and related costs

 

 

0.05

 

 

NM

 

Adjusted net income per diluted common share

 

$

0.29

 

 

$

0.35

 

 

 

 

 

 

 

 

(a) Deductible tax impact of prior period acquisition-related costs that impacted this period by $0.01 per share.

 

 

NM - not meaningful.

Certain amounts may not add due to rounding.

Consolidated First Quarter Operating Highlights

Compared to the prior year first quarter where applicable

Net sales increased 1.1% to $1.572 billion. Pricing/mix(4) increased 2.1%, volume(5) declined 3.3%, and the Simple Mills acquisition, which cycled on February 21, 2026, added 2.3%.
Branded Retail net sales increased $34.1 million, or 3.4%, to $1.045 billion due to favorable pricing/mix and acquisition contribution, partially offset by volume declines. Pricing/mix(4) rose 4.0%, volume(5) decreased 4.2%, and the Simple Mills acquisition contributed 3.6%.
Other net sales decreased $16.7 million, or 3.1%, to $526.2 million due to inflationary pressure on consumer spending and from executing margin optimization strategies. Pricing/mix(4) decreased 1.2% and volume(5) declined 1.9%.
Materials, supplies, labor, and other production costs (exclusive of depreciation and amortization) were 50.6% of net sales, a 50-basis point increase. These costs increased as a percentage of net sales mostly due to an increase in outside purchases of product (sales with no associated ingredient costs) and lower production volumes. This increase was partially offset by moderating ingredient costs.
Selling, distribution, and administrative (SD&A) expenses were 40.9% of net sales, a 10-basis point increase. SD&A expenses increased as a percentage of net sales due to higher workforce-related costs and greater legal settlements and restructuring implementation costs, partially offset by lower distributor distribution fees and prior year acquisition costs. Excluding matters affecting comparability, adjusted SD&A(2)was 39.3% of net sales, a 20-basis point decrease.
Plant closure costs and impairment of assets decreased $7.4 million due to the closure of a bakery in the first quarter of 2025.
Depreciation and amortization (D&A) expenses were $51.8 million or 3.3% of net sales, a 10-basis point increase.
Net interest expense increased $5.6 million primarily due to higher interest expense from the issuance of debt to fund the Simple Mills acquisition and related fees and expenses.
Net income decreased 20.6% to $42.1 million, representing 2.7% of sales, a 70-basis point decrease, and diluted EPS decreased $0.05 to $0.20. Adjusted net income(2) decreased 17.4% to $60.9 million and adjusted diluted EPS(2) decreased $0.06 to $0.29.
Adjusted EBITDA(2) decreased 1.8% to $159.0 million, representing 10.1% of net sales, a 30-basis point decrease.

 

Cash Flow, Capital Allocation, and Capital Return

In the first quarter, cash flow from operating activities decreased $27.8 million to $107.9 million, capital expenditures decreased $4.9 million to $20.6 million, and dividends paid to shareholders increased $2.1 million to $54.4 million. Cash and cash equivalents were $11.5 million at quarter end.

 

(1)
Any reference to sales refers to net sales inclusive of allowances and deductions against gross sales for variable consideration and consideration payable to customers
(2)
Adjusted for items affecting comparability. See reconciliations of non-GAAP measures in the financial statements following this release. Earnings are net income. EBITDA and Adjusted EBITDA are reconciled to net income.
(3)
No reconciliation of the forecasted range for adjusted EBITDA to net income for the 52-week Fiscal 2026 is included in this press release because the company is unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts. In addition, the company believes such reconciliation would imply a degree of precision that would be confusing or misleading to investors. For the same reasons, the company is unable to address the probable significance of the unavailable information, which could be material to future results.
(4)
Calculated as (current year period units X change in price per unit) / prior year period net sales dollars
(5)
Calculated as (prior year period price per unit X change in units) / prior year period net sales dollars

 


 

Pre-Recorded Management Remarks and Question and Answer Webcast

In conjunction with this release, Flowers Foods will post pre-recorded management remarks and a supporting slide presentation on the investors page of flowersfoods.com. The company will host a live question and answer webcast at 8:30 a.m. Eastern Time on May 22, 2026, which will be archived on the investors page along with the other related materials.

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 2025 net sales of $5.3 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.

Investor Contact: Tim Perrott, InvestorRelations@flocorp.com

Media Contact: http://flowersfoods.com/contact/

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 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 January 3, 2026 (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) 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, including retaliatory tariffs); and (7) accounting standards or tax rates in the markets in which we operate, (b) the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our products, (c) changes in consumer behavior, trends and preferences, including health and whole grain trends and consumer buying habits, the movement toward less expensive store branded products, and the continued reduction of purchases in the fresh packaged bread category, (d) the level of success we achieve in developing and introducing new products and entering new markets, (e) our ability to implement new technology and customer requirements as required, (f) our ability to operate existing, and any new, manufacturing lines according to schedule, (g) our ability to implement and achieve our corporate responsibility goals in accordance with regulatory requirements and the expectations of our stakeholders, suppliers, and customers; (h) 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), (i) consolidation within the baking industry and related industries, (j) changes in pricing, customer and consumer reaction to pricing actions (including decreased volumes), and the pricing environment among competitors within the industry, (k) our ability to adjust pricing to offset, or partially offset, inflationary pressure or tariffs (including retaliatory tariffs) on the cost of our products, including ingredient and packaging costs; (l) 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, (m) increasing legal complexity and legal proceedings that we are or may become subject to, (n) labor shortages and turnover or increases in employee and employee-related costs, (o) the credit, business, and legal risks associated with IDPs and customers, which operate in the highly competitive retail food and foodservice industries, (p) 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, (q) 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 (r) 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 April 25, 2026 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.

 


 

Information Regarding Non-GAAP Financial Measures

The company prepares its consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (GAAP). However, from time to time, the company may present in its public statements, press releases and SEC filings, non-GAAP financial measures such as, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted diluted EPS, adjusted income tax expense, adjusted selling, distribution and administrative expenses (SD&A), and gross margin excluding depreciation and amortization. The reconciliations attached provide reconciliations of the non-GAAP measures used in this presentation or release to the most comparable GAAP financial measure. The company’s definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.

The company defines EBITDA as earnings before interest, taxes, depreciation and amortization. Earnings are net income. The company believes that EBITDA is a useful tool for managing the operations of its business and is an indicator of the company’s ability to incur and service indebtedness and generate free cash flow. The company also believes that EBITDA measures are commonly reported and widely used by investors and other interested parties as measures of a company’s operating performance and debt servicing ability because EBITDA measures assist in comparing performance on a consistent basis without regard to depreciation or amortization, which can vary significantly depending upon accounting methods and non-operating factors (such as historical cost). EBITDA is also a widely-accepted financial indicator of a company’s ability to incur and service indebtedness.

EBITDA should not be considered an alternative to (a) income from operations or net income (loss) as a measure of operating performance; (b) cash flows provided by operating, investing and financing activities (as determined in accordance with GAAP) as a measure of the company’s ability to meet its cash needs; or (c) any other indicator of performance or liquidity that has been determined in accordance with GAAP.

The company defines adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted diluted EPS, adjusted income tax expense and adjusted SD&A, respectively, to exclude additional costs that the company considers important to present to investors to increase the investors’ insights about the company’s core operations. These costs include, but are not limited to, the costs of closing a plant or costs associated with acquisition and integration-related activities, restructuring activities, certain impairment charges, legal settlements, costs to implement an enterprise resource planning system and enhance bakery digital capabilities (business process improvement costs) to provide investors direct insight into these costs, and other costs impacting past and future comparability. The company believes that these measures, when considered together with its GAAP financial results, provide management and investors with a more complete understanding of its business operating results, including underlying trends, by excluding the effects of certain charges. Adjusted EBITDA is used as the primary performance measure in the company’s 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023).

Presentation of gross margin includes depreciation and amortization in the materials, supplies, labor and other production costs according to GAAP. Our method of presenting gross margin excludes the depreciation and amortization components, as discussed above.

The reconciliations attached provide reconciliations of the non-GAAP measures used in this release to the most comparable GAAP financial measure.

 

 


 

Flowers Foods, Inc.

Condensed Consolidated Balance Sheets

 

 

(000’s omitted)

 

 

 

April 25, 2026

 

 

January 3, 2026

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

11,519

 

 

$

12,100

 

Other current assets

 

 

728,985

 

 

 

694,753

 

Property, plant and equipment, net

 

 

931,774

 

 

 

952,725

 

Right-of-use leases, net

 

 

316,968

 

 

 

321,116

 

Distributor notes receivable (1)

 

 

129,263

 

 

 

130,723

 

Other assets

 

 

41,416

 

 

 

40,007

 

Cost in excess of net tangible assets, net

 

 

2,020,705

 

 

 

2,032,437

 

Total assets

 

$

4,180,630

 

 

$

4,183,861

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities

 

$

521,627

 

 

$

502,804

 

Long-term debt (2)

 

 

1,723,772

 

 

 

1,755,132

 

Right-of-use lease liabilities (3)

 

 

318,902

 

 

 

325,075

 

Other liabilities

 

 

313,883

 

 

 

297,363

 

Stockholders’ equity

 

 

1,302,446

 

 

 

1,303,487

 

Total liabilities and stockholders’ equity

 

$

4,180,630

 

 

$

4,183,861

 

 

 

 

 

 

 

 

 

(1) Includes current portion of $21,035 and $22,241, respectively.

(2) Includes current portion of $399,753 and $399,575, respectively.

(3) Includes current portion of $66,826 and $73,778, respectively.

 

 

 

 


 

Flowers Foods, Inc.

Consolidated Statement of Operations

 

 

(000’s omitted, except per share data)

 

 

 

For the 16-Week Period Ended

 

 

For the 16-Week Period Ended

 

 

 

April 25, 2026

 

 

April 19, 2025

 

Net sales

 

$

1,571,577

 

 

$

1,554,230

 

Materials, supplies, labor and other production costs (exclusive of
   depreciation and amortization shown separately below)

 

 

795,389

 

 

 

778,346

 

Selling, distribution, and administrative expenses

 

 

642,934

 

 

 

633,513

 

Restructuring charges

 

 

1,652

 

 

 

573

 

Plant closure costs and impairment of assets

 

 

 

 

 

7,397

 

Depreciation and amortization expense

 

 

51,790

 

 

 

49,268

 

Income from operations

 

 

79,812

 

 

 

85,133

 

Other pension cost (benefit)

 

 

118

 

 

 

(117

)

Interest expense, net

 

 

19,634

 

 

 

14,048

 

Income before income taxes

 

 

60,060

 

 

 

71,202

 

Income tax expense

 

 

18,005

 

 

 

18,204

 

Net income

 

$

42,055

 

 

$

52,998

 

Net income per diluted common share

 

$

0.20

 

 

$

0.25

 

Diluted weighted average shares outstanding

 

 

212,577

 

 

 

212,138

 

 

 

 

 


 

Flowers Foods, Inc.

Condensed Consolidated Statement of Cash Flows

 

 

(000’s omitted)

 

 

 

For the 16-Week Period Ended

 

 

For the 16-Week Period Ended

 

 

 

April 25, 2026

 

 

April 19, 2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

42,055

 

 

$

52,998

 

Adjustments to reconcile net income to net cash from operating
   activities:

 

 

 

 

 

 

   Total non-cash adjustments

 

 

86,488

 

 

 

77,135

 

   Changes in assets and liabilities

 

 

(20,686

)

 

 

5,501

 

Net cash provided by operating activities

 

 

107,857

 

 

 

135,634

 

Cash flows from investing activities:

 

 

 

 

 

 

   Purchase of property, plant and equipment

 

 

(20,623

)

 

 

(25,556

)

   Acquisition of business, net of cash acquired

 

 

 

 

 

(791,880

)

   Other

 

 

990

 

 

 

(18,578

)

Net cash disbursed for investing activities

 

 

(19,633

)

 

 

(836,014

)

Cash flows from financing activities:

 

 

 

 

 

 

   Dividends paid

 

 

(54,430

)

 

 

(52,323

)

   Stock repurchases

 

 

(3,787

)

 

 

(5,499

)

   Net change in debt borrowings

 

 

(32,000

)

 

 

776,580

 

   Payment of financing fees

 

 

(1,767

)

 

 

(10,056

)

   Other

 

 

3,179

 

 

 

(5,987

)

Net cash (disbursed for) provided by financing activities

 

 

(88,805

)

 

 

702,715

 

Net (decrease) increase in cash and cash equivalents

 

 

(581

)

 

 

2,335

 

Cash and cash equivalents at beginning of period

 

 

12,100

 

 

 

5,005

 

Cash and cash equivalents at end of period

 

$

11,519

 

 

$

7,340

 

 

 

 

 


 

Flowers Foods, Inc.

Net Sales by Sales Class and Net Sales Bridge

 

 

(000’s omitted)

 

Net Sales by Sales Class

 

For the 16-Week Period Ended

 

 

For the 16-Week Period Ended

 

 

 

 

 

 

 

 

 

April 25, 2026

 

 

April 19, 2025

 

 

$ Change

 

 

% Change

 

Branded Retail

 

$

1,045,373

 

 

$

1,011,322

 

 

$

34,051

 

 

 

3.4

%

Other

 

 

526,204

 

 

 

542,908

 

 

 

(16,704

)

 

 

(3.1

)%

Total Net Sales

 

$

1,571,577

 

 

$

1,554,230

 

 

$

17,347

 

 

 

1.1

%

 

 

Net Sales Bridge

 

For the 16-week period ended April 25, 2026

 

Branded Retail

 

 

Other

 

 

Total

 

Pricing/mix^*

 

 

4.0

%

 

 

(1.2

)%

 

 

2.1

%

Volume*

 

 

(4.2

)%

 

 

(1.9

)%

 

 

(3.3

)%

Acquisition (until cycled on February 21, 2026)

 

 

3.6

%

 

 

 

 

 

2.3

%

Total percentage point change in net sales

 

 

3.4

%

 

 

(3.1

)%

 

 

1.1

%

 

 

 

 

 

 

 

 

 

 

The table above presents certain sales by category that have been reclassified from amounts previously reported to conform to the current period presentation.

 

^ Includes sales reductions from variable consideration and payments to customers.

 

* Computations above are calculated as follows (the Total column is consolidated and is not adding the Branded Retail and Other columns):

 

      Price/Mix $ = Current year period units × change in price per unit

 

      Price/Mix % = Price/Mix $ ÷ Prior year period Net Sales $

 

 

 

 

 

 

 

 

 

 

 

      Volume $ = Prior year period price per unit × change in units

 

      Volume % = Volume $ ÷ Prior year period Net Sales $

 

 

 

 

 

 

 


 

Flowers Foods, Inc.

Reconciliation of GAAP to Non-GAAP Measures

 

 

(000’s omitted, except per share data)

 

 

 

Reconciliation of Earnings per Share to Adjusted Earnings per Share

 

 

 

For the 16-Week Period Ended

 

 

For the 16-Week Period Ended

 

 

 

April 25, 2026

 

 

April 19, 2025

 

Net income per diluted common share

 

$

0.20

 

 

$

0.25

 

Business process improvement costs

 

NM

 

 

NM

 

Plant closure costs and impairment of assets

 

 

 

 

 

0.03

 

Restructuring charges

 

 

0.01

 

 

NM

 

Restructuring-related implementation costs

 

 

0.03

 

 

 

0.02

 

Acquisition and integration-related costs

 

NM

 

(a)

 

0.05

 

Legal settlements and related costs

 

 

0.05

 

 

NM

 

Adjusted net income per diluted common share

 

$

0.29

 

 

$

0.35

 

NM - not meaningful.

 

 

 

 

 

 

Certain amounts may not add due to rounding.

 

 

 

 

 

 

(a) Deductible tax impact of prior period acquisition-related costs that impacted this period by $0.01 per share.

 

 

 

 

 

Reconciliation of Gross Margin

 

 

 

For the 16-Week Period Ended

 

 

For the 16-Week Period Ended

 

 

 

April 25, 2026

 

 

April 19, 2025

 

Net sales

 

$

1,571,577

 

 

$

1,554,230

 

Materials, supplies, labor and other production costs (exclusive
   of depreciation and amortization)

 

 

795,389

 

 

 

778,346

 

Gross margin excluding depreciation and amortization

 

 

776,188

 

 

 

775,884

 

Less depreciation and amortization for production activities

 

 

28,961

 

 

 

27,484

 

Gross margin

 

$

747,227

 

 

$

748,400

 

Depreciation and amortization for production activities

 

$

28,961

 

 

$

27,484

 

Depreciation and amortization for selling, distribution, and
   administrative activities

 

 

22,829

 

 

 

21,784

 

Total depreciation and amortization

 

$

51,790

 

 

$

49,268

 

 

 

 

 

Reconciliation of Selling, Distribution, and Administrative Expenses to Adjusted SD&A

 

 

 

For the 16-Week Period Ended

 

 

For the 16-Week Period Ended

 

 

 

April 25, 2026

 

 

April 19, 2025

 

Selling, distribution, and administrative expenses
   (SD&A)

 

$

642,934

 

 

$

633,513

 

Business process improvement costs

 

 

(1,241

)

 

 

(891

)

Restructuring-related implementation costs

 

 

(8,227

)

 

 

(4,288

)

Acquisition and integration-related costs

 

 

(1,897

)

 

 

(13,764

)

Legal settlements and related costs

 

 

(14,400

)

 

 

(697

)

Adjusted SD&A

 

$

617,169

 

 

$

613,873

 

 

 

 


 

Flowers Foods, Inc.

Reconciliation of GAAP to Non-GAAP Measures

 

 

(000’s omitted, except per share data)

 

 

 

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

 

 

 

For the 16-Week Period Ended

 

 

For the 16-Week Period Ended

 

 

 

April 25, 2026

 

 

April 19, 2025

 

Net income

 

$

42,055

 

 

$

52,998

 

Income tax expense

 

 

18,005

 

 

 

18,204

 

Interest expense, net

 

 

19,634

 

 

 

14,048

 

Depreciation and amortization

 

 

51,790

 

 

 

49,268

 

EBITDA

 

 

131,484

 

 

 

134,518

 

Other pension cost (benefit)

 

 

118

 

 

 

(117

)

Business process improvement costs

 

 

1,241

 

 

 

891

 

Plant closure costs and impairment of assets

 

 

 

 

 

7,397

 

Restructuring charges

 

 

1,652

 

 

 

573

 

Restructuring-related implementation costs

 

 

8,227

 

 

 

4,288

 

Acquisition and integration-related costs

 

 

1,897

 

 

 

13,764

 

Legal settlements and related costs

 

 

14,400

 

 

 

697

 

Adjusted EBITDA

 

$

159,019

 

 

$

162,011

 

Net sales

 

$

1,571,577

 

 

$

1,554,230

 

Adjusted EBITDA margin

 

 

10.1

%

 

 

10.4

%

 

 

 

 

Reconciliation of Income Tax Expense to Adjusted Income Tax Expense

 

 

 

For the 16-Week Period Ended

 

 

For the 16-Week Period Ended

 

 

 

April 25, 2026

 

 

April 19, 2025

 

Income tax expense

 

$

18,005

 

 

$

18,204

 

Tax impact of:

 

 

 

 

 

 

Business process improvement costs

 

 

310

 

 

 

223

 

Plant closure costs and impairment of assets

 

 

 

 

 

1,850

 

Restructuring charges

 

 

413

 

 

 

144

 

Restructuring-related implementation costs

 

 

2,057

 

 

 

1,072

 

Acquisition and integration-related costs

 

 

2,214

 

(a)

 

3,439

 

Legal settlements and related costs

 

 

3,600

 

 

 

174

 

Adjusted income tax expense

 

$

26,599

 

 

$

25,106

 

 

 

 

 

 

 

 

(a) Includes certain deductible tax acquisition-related costs from the prior period.

 

 

 

 

 

 


 

Flowers Foods, Inc.

Reconciliation of GAAP to Non-GAAP Measures

 

 

(000’s omitted, except per share data)

 

 

 

Reconciliation of Net Income to Adjusted Net Income

 

 

 

For the 16-Week Period Ended

 

 

For the 16-Week Period Ended

 

 

 

April 25, 2026

 

 

April 19, 2025

 

Net income

 

$

42,055

 

 

$

52,998

 

Business process improvement costs

 

 

931

 

 

 

668

 

Plant closure costs and impairment of assets

 

 

 

 

 

5,547

 

Restructuring charges

 

 

1,239

 

 

 

429

 

Restructuring-related implementation costs

 

 

6,170

 

 

 

3,216

 

Acquisition and integration-related costs

 

 

(317

)

 (a)

 

10,325

 

Legal settlements and related costs

 

 

10,800

 

 

 

523

 

Adjusted net income

 

$

60,878

 

 

$

73,706

 

 

 

 

 

 

 

 

(a) Includes certain deductible tax acquisition-related costs from the prior period.

 

 

 

 

 

Reconciliation of Earnings per Share -
Full Year Fiscal 2026 Guidance

 

 

 

Range Estimate

 

Net income per diluted common share

 

$

0.71

 

to

$

0.81

 

Business process improvement costs

 

NM

 

 

NM

 

Restructuring charges

 

 

0.01

 

 

 

0.01

 

Restructuring-related implementation costs

 

 

0.03

 

 

 

0.03

 

Acquisition and integration-related costs

 

NM

 

 

NM

 

Legal settlements and related costs

 

 

0.05

 

 

 

0.05

 

Adjusted net income per diluted common share

 

$

0.80

 

to

$

0.90

 

NM - not meaningful.

 

 

 

 

 

 

Certain amounts may not add due to rounding.

 

 

 

 

 

 

 

 


FAQ

How did Flowers Foods (FLO) perform in Q1 2026?

Flowers Foods delivered modest Q1 2026 sales growth but weaker profits. Net sales rose 1.1% to $1.572 billion, while net income fell 20.6% to $42.1 million and diluted EPS declined to $0.20 amid higher costs and interest expense.

What were Flowers Foods’ key Q1 2026 non-GAAP results?

On an adjusted basis, Flowers Foods reported Q1 2026 adjusted net income of $60.9 million and adjusted diluted EPS of $0.29. Adjusted EBITDA was $159.0 million, representing 10.1% of net sales, down from 10.4% in the prior-year quarter.

What dividend did Flowers Foods declare in this 8-K filing?

The board declared a quarterly dividend of $0.1250 per share, payable June 26, 2026, to shareholders of record on June 12, 2026. This reflects a reset dividend rate of $0.50 per share annually and marks the company’s 95th consecutive quarterly dividend.

What is Flowers Foods’ net sales outlook for fiscal 2026?

For the 52-week fiscal 2026, Flowers Foods expects net sales of approximately $5.163 billion to $5.267 billion. This guidance implies a -1.8% to 0.2% change versus the prior year, reflecting a cautious view of the operating environment.

What earnings guidance did Flowers Foods give for 2026?

Flowers Foods guided to adjusted diluted EPS of approximately $0.80 to $0.90 for fiscal 2026. The company also projected adjusted EBITDA between $465 million and $495 million, with assumptions for tax rate, interest expense and capital spending detailed in its outlook.

How did Flowers Foods’ cash flow and debt change in Q1 2026?

Q1 2026 cash from operating activities was $107.9 million, down from $135.6 million a year earlier. Capital expenditures decreased to $20.6 million, while long-term debt was $1.724 billion and cash ended the quarter at $11.5 million.

Filing Exhibits & Attachments

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