Welcome to our dedicated page for FLOWERS FOODS SEC filings (Ticker: FLO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Flowers Foods filings document the public-company record for a Georgia packaged bakery producer whose common stock trades on the New York Stock Exchange under FLO. The company's 8-K reports cover operating results, financial condition, guidance, debt and credit agreements, and material corporate events affecting its brand portfolio and operating structure.
Proxy and governance filings describe director elections, board composition, executive compensation, shareholder voting matters, and human-capital or change-in-control plans. Recent disclosures also record leadership-transition matters, the Simple Mills acquisition as part of the company's strategic priorities, and financing arrangements tied to senior notes, a term loan facility and the revolving credit facility.
FLOWERS FOODS INC Chief Legal Counsel Stephanie B. Tillman reported equity-related transactions in company common stock. She acquired 18,704 shares at a price of $0.00 per share in a grant or award, increasing her directly held stake. On the same date, 8,319 shares were disposed of at $9.65 per share to satisfy tax withholding obligations related to this award. After these transactions, she directly held 110,098 common shares. Additional indirect holdings include shares in a 401(k) plan and in accounts for her children, where a footnote states that beneficial ownership is disclaimed.
FLOWERS FOODS INC Chief Growth Officer Terry S. Thomas reported equity transactions in company common stock. He acquired 34,617 shares on a grant or award basis at no cost in connection with the vesting of contingent performance share units under the 2014 Omnibus Equity and Incentive Compensation Plan. On the same date, 8,428 shares were disposed of at $9.65 per share to satisfy tax obligations through a tax-withholding disposition, not an open-market sale, leaving him with 114,977.1959 shares of common stock held directly.
Flowers Foods filed its annual report, highlighting its position as the second-largest packaged bakery company in the U.S. and detailing a year shaped by both strategic expansion and cost pressure. The company completed the acquisition of Simple Mills, a better-for-you snacking brand with estimated retail sales of $283 million in Fiscal 2025, broadening its presence beyond bread into higher-growth snack categories.
Management reports that inflation, higher labor costs, and softness in traditional fresh packaged bread weighed on results, even as brands like Nature’s Own, Dave’s Killer Bread, Canyon Bakehouse, Simple Mills and Wonder delivered strong retail sales. Flowers is pursuing a multi-year transformation, including a major ERP upgrade expected to cost about $325 million, with deployment continuing through 2027. The company is also rationalizing lower-margin products, closing less efficient bakeries, investing heavily in digital capabilities, and emphasizing higher-margin branded retail, which represented 65.9% of sales in Fiscal 2025.
The report underscores concentration risk with Walmart/Sam’s Club at 21.5% of sales, labor and supply-chain challenges, cybersecurity and AI-related risks, and growing legal and regulatory complexity, including around independent distributors and evolving environmental and labeling rules.
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 director Rhonda Gass reported equity award activity and related share conversions. On February 15, 2026, she received 799 and 583 deferred stock units under the company’s equity plan, including dividend-equivalent units settled in common stock.
That same day, she exercised 6,099 and 4,223 deferred stock units at a conversion price of $0 per unit, receiving the same number of Flowers Foods common shares. After these conversions, she directly owned 71,680.1192 shares of common stock. The deferred awards have no expiration date and no exercise price under the director deferred share agreements.
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 filed an amended insider trading report for its Chief Human Resources Officer to correct previously reported share withholdings for taxes. On 01/05/2026, a total of 567 shares of common stock were disposed of at $10.32 per share, leaving 37,067 shares of common stock beneficially owned directly. A second line for that same date shows 663 shares disposed of at $10.32 per share, with 36,404 shares then beneficially owned directly.
The explanation states that the number of shares previously reported as being withheld for the payment of taxes was incorrect due to a payroll processing change, and this amendment updates the filing with the actual number of shares withheld.
Flowers Foods Inc. insider transaction: Chief Information Officer John Mark Chaffin reported two dispositions of common stock on January 5, 2026. Each was coded “F” and involved 988 shares and 1,098 shares at a price of $10.32 per share. After these transactions, he beneficially owned 79,607 shares directly following the first disposition and 78,509 shares directly following the second, reflecting updated direct ownership in the company’s common stock.
Flowers Foods Chief Growth Officer Thomas Terry S reported two stock dispositions in company common stock. On January 5, 2026, he disposed of 1,365 shares at $10.32 per share, followed by a second disposition of 1,476 shares at the same price. After these transactions, he directly beneficially owned 88,788.1959 shares of Flowers Foods common stock.
Flowers Foods Chairman and CEO Ryals McMullian reported two code F transactions in company common stock on January 5, 2026. The filings show dispositions of 10,054 shares and 11,376 shares at $10.32 per share, leaving him with 1,312,558.281 shares of common stock held directly.
The filing also lists indirect holdings of 7,159.54 shares through a 401(k) plan, 22,088 shares held by his spouse, and 126,382.7985 shares in irrevocable trusts for his minor children. It notes that beneficial ownership is disclaimed for certain of these indirect positions and that 1,022,380 shares are held by Dellwood-McMullian Holdings, LLC, where he has no investment authority or voting or dispositive power over the Flowers Foods shares owned by that entity.