Two Flowers Foods (NYSE: FLO) directors set to retire at 2026 meeting

Rhea-AI Filing Summary

Flowers Foods, Inc. announced planned board changes at its 2026 annual meeting of shareholders. After 61 years with the company, director George E. Deese will retire from the board at the end of his current term and will not stand for re-election. Director Edward J. Casey, Jr. also informed the board that he will not stand for re-election at the 2026 annual meeting and will continue to serve on board committees until then. The company stated that both directors’ decisions were not due to any disagreement with the board or the company. Following their departures, the board will be reduced from 11 to 9 members.

FLOWERS FOODS INC false 0001128928 0001128928 2026-02-17 2026-02-17

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): February 23, 2026 (February 17, 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

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 February 17, 2026, after 61 years of service to Flowers Foods, Inc. (the “Company”), George E. Deese notified the Company’s board of directors (the “Board”) that he will retire from the Board at the end of his current term at the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”) and thus will not stand for re-election. In addition, on February 18, 2026, Edward J. Casey, Jr. notified the Board of his intention not to stand for re-election as a director at the Company’s 2026 Annual Meeting. Mr. Casey will maintain his committee memberships through the 2026 Annual Meeting.

Messrs. Deese and Casey’s decisions not to stand for re-election were not due to any disagreement with the Board or the Company. The size of the Board will be reduced from 11 to 9 members immediately upon the conclusion of the 2026 Annual Meeting.

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: February 23, 2026				By:		/s/ D. Anthony Scaglione
				Name:		D. Anthony Scaglione
				Title:		Chief Financial Officer

FAQ

What board changes did Flowers Foods (FLO) announce for the 2026 annual meeting?

Flowers Foods announced that directors George E. Deese and Edward J. Casey, Jr. will not stand for re-election at the 2026 annual meeting of shareholders. After their departures, the board size will be reduced from 11 members to 9 members.

Why is George E. Deese leaving the Flowers Foods (FLO) board?

George E. Deese plans to retire from the Flowers Foods board at the end of his current term after 61 years of service to the company. He will not stand for re-election at the 2026 annual meeting of shareholders, marking a long-planned leadership transition.

Is Edward J. Casey, Jr. immediately stepping down from Flowers Foods (FLO)?

Edward J. Casey, Jr. notified Flowers Foods that he will not stand for re-election at the 2026 annual meeting. He will continue to serve as a director and maintain his committee memberships through the 2026 annual meeting before leaving the board.

Were the Flowers Foods (FLO) director departures due to disagreements with the company?

No. Flowers Foods stated that the decisions by George E. Deese and Edward J. Casey, Jr. not to stand for re-election were not due to any disagreement with the board or the company. The changes are presented as part of an orderly board transition.

How will the Flowers Foods (FLO) board size change after the 2026 annual meeting?

Immediately following the 2026 annual meeting, the Flowers Foods board will be reduced from 11 members to 9 members. This reduction reflects the planned retirement of George E. Deese and the decision by Edward J. Casey, Jr. not to seek re-election.

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