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 |
