Every 8-K that Flowers Foods, Inc. (FLO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FLO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FLO filings page.
FLOWERS FOODS, INC. (FLO) reported that its Board of Directors approved Amended and Restated Bylaws, effective August 28, 2026. The company states that these bylaws include certain technical, conforming, modernizing, and clarifying changes. The full text of the Amended and Restated Bylaws is filed as Exhibit 3.1 and incorporated by reference.
FLOWERS FOODS, INC. (FLO) reported weaker results for its 12‑week second quarter ended July 18, 2026. Net sales fell 4.0% to $1.193 billion as a 1.8% pricing/mix increase was more than offset by a 5.8% volume decline. Net income dropped 30.3% to $40.7 million (3.4% margin), and diluted EPS declined to $0.19 from $0.28. Adjusted net income fell 30.5% to $44.1 million, and adjusted EBITDA decreased 19.2% to $111.3 million, or 9.3% of sales. Branded Retail sales declined 3.8% and Other sales declined 4.4%.
Management cited a challenging consumer environment, higher labor, freight and marketing costs, and category pressures in fresh packaged bread. The company cut full‑year 2026 guidance, now expecting net sales of $5.070–$5.142 billion (‑3.5% to ‑2.2% vs. prior year), adjusted EBITDA of $453–$481 million, and adjusted diluted EPS of $0.75–$0.85. Year‑to‑date operating cash flow was solid at $241.5 million, cash rose to $52.8 million, and long‑term debt declined versus year‑end, but margins and outlook are under pressure.
Flowers Foods reported that board member Thomas C. Chubb, III resigned from its board of directors, effective immediately on June 4, 2026. He stepped down due to competing professional demands from his role as chairman, president and chief executive officer of Oxford Industries, Inc.
The company stated that his resignation was not the result of any dispute or disagreement with the board or the company. Flowers Foods highlighted his six years of service, including work as independent presiding director and chair of the Nominating/Corporate Governance Committee, and expressed gratitude for his contributions.
Flowers Foods, Inc. reported results from its May 29, 2026 Annual Meeting of Shareholders. All director nominees were elected for one-year terms, each receiving a majority of votes cast. For example, W. Jameson McFadden received 154,580,891 votes for, 4,941,083 against, and 1,082,280 abstentions.
Shareholders also approved three additional proposals. One proposal received 127,244,767 votes for, 23,492,424 against, and 9,867,063 abstentions, with 26,624,894 broker non-votes. Another proposal received 183,308,988 votes for, 3,174,835 against, and 745,325 abstentions, with no broker non-votes. A further proposal received 137,124,283 votes for, 21,826,012 against, 1,653,959 abstentions, and 26,624,894 broker non-votes.
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.
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.
Flowers Foods, Inc. announced that chief growth officer Terry S. Thomas will depart and the chief growth officer role will be dissolved, effective April 24, 2026. The company expects to provide Mr. Thomas a cash severance equal to 18 months of base salary and 12 months of COBRA or other medical coverage in exchange for a release of claims.
The growth capabilities built since the role’s creation in 2023 are being integrated into the ongoing business structure. Chief brand officer Mark Courtney, a 43-year company veteran, will report directly to the CEO and take on expanded responsibilities for brand strategy, retail customer sales, innovation, and revenue management.
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 reported mixed 2025 results with solid sales but sharply weaker profit and a soft 2026 outlook. Fiscal 2025 net sales rose 3.0% to $5.26 billion, but net income fell 66.2% to $83.8 million, mainly from a $136.0 million non-cash impairment of intangible assets. Adjusted net income declined 14.7% to $231.6 million, and adjusted EBITDA slipped 0.6% to $535.2 million, or 10.2% of sales. GAAP diluted EPS dropped to $0.40, while adjusted diluted EPS fell to $1.09.
In the fourth quarter, net sales increased 11.0% to $1.23 billion, but the company posted a net loss of $67.1 million due to the impairment. Adjusted EBITDA improved 14.7% to $117.4 million. The Simple Mills acquisition contributed $213.9 million of 2025 net sales and $32.0 million of adjusted EBITDA but generated a $14.4 million net loss.
Cash from operations rose to $446.2 million, funding $127.1 million of capex and $209.3 million of dividends, while long-term debt increased to $1.76 billion. For 52-week fiscal 2026, Flowers guides net sales of $5.16–$5.27 billion, adjusted EBITDA of $465–$495 million, and adjusted EPS of $0.80–$0.90, which is below 2025 levels, reflecting category headwinds and one fewer week of operations.
Flowers Foods, Inc. has entered into a consulting agreement with its retiring chief financial officer, R. Steve Kinsey. Mr. Kinsey retired from the CFO role effective December 31, 2025 and will continue to support the company as a consultant.
Under the agreement dated December 31, 2025, Mr. Kinsey will provide professional consulting services and advice from January 1, 2026 through February 28, 2026, with the term extendable by mutual agreement. He will be paid a consulting fee of $50,000 per month, payable in monthly installments in arrears, and either party may terminate the agreement on 30 days’ written notice. The agreement also includes confidentiality covenants covering his work for the company.
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.
Flowers Foods, Inc. filed a current report describing that it released financial results for its latest period. On November 6, 2025, the company issued a press release covering its financial condition and results of operations for the 12 weeks ended October 4, 2025. The press release is attached as an exhibit to provide full details of sales, profits, and other performance measures for that period.
Flowers Foods (FLO) appointed D. Anthony Scaglione as Chief Financial Officer, effective January 1, 2026. He will serve as the company’s principal financial officer and principal accounting officer.
Compensation includes a base salary of $785,000, an annual cash bonus target equal to 100% of salary beginning in fiscal 2026, and long-term incentives targeted at 210% of salary, delivered as performance shares that generally vest after three years based on metrics and time-based RSUs that vest in three equal annual installments.
On commencement, he will receive time-based RSUs with a targeted grant-date value of $1,400,000 vesting in four equal annual installments beginning January 5, 2027, plus a $50,000 cash payment within one week of his start, repayable if he voluntarily leaves within one year. A consulting agreement runs October 20–December 31, 2025 at $375/hour for up to 30 hours per week. He is expected to relocate near Thomasville, GA by August 31, 2026 with relocation benefits subject to pro‑rata repayment under specified conditions.
Flowers Foods, Inc. reported that its board of directors elected Sterling A. Spainhour as a new director, effective October 1, 2025. He will serve on the company’s Audit Committee and Finance Committee with a term running until the 2026 Annual Meeting of Shareholders.
The filing states that Mr. Spainhour will receive compensation under the existing program for non-employee directors outlined in the company’s April 8, 2025 proxy statement. It also notes there are no special arrangements or related-party transactions connected to his selection. With his election, the board size increases to twelve members.
Flowers Foods, Inc. announced that its chief financial officer, R. Steve Kinsey, plans to retire from his position effective December 31, 2025, after 36 years with the company. He will continue to serve as CFO until his retirement date, or an earlier date if he or the company decides, helping to maintain continuity in the finance function during the transition period.
After retiring as CFO, Mr. Kinsey expects to remain with Flowers Foods in an advisory role for a period of time to support the handover of responsibilities. The company issued a press release on September 24, 2025 detailing his retirement, which is attached as an exhibit to this report.
Flowers Foods, Inc. reported that long-serving director Melvin T. Stith, Ph.D. has notified the board of his intention to retire from the board, effective December 31, 2025. He has served as a director since 2004 and currently sits on the compensation and human capital committee and the nominating/corporate governance committee. The company stated that his decision to retire is not due to any disagreement with the board or the company.
Flowers Foods, Inc. filed a current report stating that it has released its latest quarterly financial update. The company issued a press release covering its financial condition and operating results for the 12 weeks ended July 12, 2025, and attached that release as an exhibit. This filing is primarily a procedural step to make the press release part of the public record for investors and regulators, rather than a standalone source of detailed numbers.