false--01-020001128928Q1http://fasb.org/srt/2025#ChiefExecutiveOfficerMember0001128928us-gaap:CommonStockMember2026-01-030001128928us-gaap:AdditionalPaidInCapitalMember2025-04-190001128928flo:UnsecuredCreditFacilityTotalPotentialCommitmentMemberflo:NewCreditFacilityMember2025-02-050001128928us-gaap:FairValueInputsLevel2Memberflo:ThreePointFivePercentSeniorNotesDueTwoThousandTwentySixMember2026-04-250001128928flo:BaileyStreetBakeryMember2024-12-292025-04-190001128928flo:DistributorDistributionFeesMember2024-12-292025-04-190001128928flo:IndividualClaimsMember2026-01-042026-04-250001128928us-gaap:OtherCurrentAssetsMemberus-gaap:CommodityContractMember2026-01-030001128928flo:ClassCertificationMember2026-01-042026-04-250001128928flo:ContractsClosedMember2026-01-042026-04-250001128928us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2026-04-250001128928us-gaap:BaseRateMemberflo:TermLoanFacilityMembersrt:MinimumMember2026-04-062026-04-060001128928flo:OtherAccruedLiabilitiesMemberus-gaap:CommodityContractMember2026-01-030001128928flo:NaturalGasContractsMemberus-gaap:CashFlowHedgingMember2026-04-250001128928us-gaap:StandbyLettersOfCreditMember2026-04-250001128928us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2026-01-042026-04-250001128928flo:WorkforceRelatedCostsMember2024-12-292025-04-190001128928flo:FivePointSevenFiveSeniorNotesDueTwoThousandThirtyFiveMember2026-04-250001128928us-gaap:RetainedEarningsMember2026-01-042026-04-250001128928us-gaap:TreasuryStockCommonMember2024-12-280001128928flo:IngredientsMember2024-12-292025-04-190001128928us-gaap:InterestRateContractMember2024-12-292025-04-190001128928flo:UnsecuredCreditFacilityMembersrt:MaximumMemberus-gaap:FederalFundsEffectiveSwapRateMember2026-04-062026-04-060001128928flo:SixPointTwoSeniorNotesDueTwoThousandFiftyFiveMember2026-04-250001128928flo:TimeBasedRestrictedStockUnitsMember2026-04-250001128928us-gaap:PensionPlansDefinedBenefitMember2026-01-042026-04-250001128928flo:WorkforceRelatedCostsMember2026-01-042026-04-250001128928us-gaap:CommodityContractMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-292025-04-190001128928us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-292025-04-190001128928us-gaap:SeriesAPreferredStockMember2026-04-250001128928srt:MinimumMemberflo:TwoThousandTwentySixAndTwoThousandTwentyFiveAndTwoThousandTwentyFourAwardMember2026-01-042026-04-250001128928us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-12-280001128928flo:SimpleMillsMember2025-02-212025-02-210001128928us-gaap:SubsequentEventMember2026-05-210001128928flo:PerformanceContingentRestrictedStockMemberflo:ReturnOnInvestedCapitalMember2026-04-250001128928flo:UtilitiesRepairsAndMaintenanceRentAndOtherProductionCostsMember2024-12-292025-04-1900011289282026-05-150001128928flo:TwoPointFourPercentSeniorNotesDueTwoThousandThirtyOneMember2026-01-042026-04-250001128928flo:OtherAccruedLiabilitiesMemberus-gaap:CommodityContractMember2026-04-250001128928flo:O2026Q2DividendsMemberus-gaap:SubsequentEventMember2026-05-212026-05-210001128928us-gaap:CommonStockMember2025-04-190001128928flo:TimeBasedRestrictedStockUnitsMember2026-01-030001128928us-gaap:TreasuryStockCommonMember2025-04-190001128928us-gaap:CommodityOptionMemberflo:ClosedOrExpiringOverNextFourYearsMember2026-01-042026-04-250001128928us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2024-12-292025-04-190001128928flo:PerformanceContingentRestrictedStockMember2024-12-292025-04-190001128928us-gaap:CommodityOptionMemberflo:ExpiringYearTwoMember2026-01-042026-04-250001128928us-gaap:TrademarksMemberflo:SimpleMillsMember2025-02-212025-02-210001128928us-gaap:DistributionRightsMember2026-04-250001128928srt:MinimumMemberflo:UnsecuredCreditFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMember2023-04-122023-04-120001128928us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:CommodityContractMember2026-04-250001128928us-gaap:RetainedEarningsMember2025-04-190001128928us-gaap:SeriesBPreferredStockMember2026-04-250001128928us-gaap:InterestRateContractMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-292025-04-190001128928flo:TermLoanFacilityMember2026-04-250001128928us-gaap:PropertyPlantAndEquipmentMember2026-01-030001128928us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:InterestRateContractMember2026-01-042026-04-250001128928flo:TwentyTwentyTwoAwardMemberflo:ShareBasedCompensationAwardTrancheFourMember2026-01-042026-04-250001128928flo:ReturnOnInvestedCapitalMemberflo:TwentyNineteenAwardMemberflo:GrantedOnJanuaryFourTwoThousandTwentySixMemberflo:OmnibusPlanMember2026-01-042026-04-250001128928us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-280001128928us-gaap:FairValueInputsLevel2Memberflo:SixPointTwoSeniorNotesDueTwoThousandFiftyFiveMember2026-04-250001128928us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-12-292025-04-190001128928us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-04-190001128928flo:PackagingMember2024-12-292025-04-190001128928flo:PayableToSellersUponRealizationOfCertainTaxBenefitsMemberflo:SimpleMillsMember2025-02-212025-02-210001128928us-gaap:FairValueInputsLevel2Memberflo:FivePointSevenFiveSeniorNotesDueTwoThousandThirtyFiveMember2026-04-250001128928flo:SixPointTwoSeniorNotesDueTwoThousandFiftyFiveMember2026-01-042026-04-250001128928us-gaap:CustomerRelationshipsMemberflo:SimpleMillsMember2026-01-042026-04-250001128928flo:UnsecuredCreditFacilityMember2026-04-250001128928us-gaap:OtherNoncurrentAssetsMemberus-gaap:CommodityContractMember2026-04-250001128928srt:MaximumMember2026-04-250001128928us-gaap:CommodityOptionMemberflo:ContractsClosedMember2026-01-042026-04-250001128928us-gaap:CommonStockMember2026-04-250001128928flo:UtilitiesRepairsAndMaintenanceRentAndOtherProductionCostsMember2026-01-042026-04-250001128928flo:SoybeanOilContractsMemberus-gaap:CashFlowHedgingMember2026-04-250001128928us-gaap:PensionPlansDefinedBenefitMember2024-12-292025-04-190001128928us-gaap:CashFlowHedgingMemberflo:WheatContractsMember2026-04-250001128928us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2026-01-042026-04-250001128928flo:AccountsReceivableRepurchaseFacilityMembersrt:MinimumMember2026-04-250001128928srt:MinimumMemberflo:UnsecuredCreditFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMember2026-04-062026-04-060001128928us-gaap:CommodityContractMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-01-042026-04-250001128928us-gaap:AdditionalPaidInCapitalMember2026-01-030001128928flo:AccountingStandardUpdate202004Member2026-04-2500011289282025-02-210001128928us-gaap:RetainedEarningsMember2024-12-280001128928us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-280001128928us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberflo:TermLoanFacilityMembersrt:MaximumMember2026-04-062026-04-060001128928flo:TwoThousandTwentyFourAndTwoThousandTwentyFiveAwardMembersrt:MaximumMember2026-01-042026-04-250001128928us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-01-042026-04-250001128928us-gaap:SeriesBPreferredStockMember2026-01-030001128928flo:IndependentDistributorPartnersIDPsMember2026-04-250001128928flo:SimpleMillsMember2025-04-202025-07-120001128928flo:SimpleMillsMember2024-12-292025-04-190001128928flo:TwoPointFourPercentSeniorNotesDueTwoThousandThirtyOneMember2026-01-030001128928us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-04-250001128928us-gaap:EmployeeSeveranceMemberflo:TwoThousandTwentyFourReductionInForcePlanMember2026-01-030001128928flo:SixPointTwoSeniorNotesDueTwoThousandFiftyFiveMember2026-01-030001128928us-gaap:AdditionalPaidInCapitalMember2024-12-280001128928us-gaap:TreasuryStockCommonMember2026-01-030001128928flo:MartinsFloridaMember2026-01-042026-04-250001128928flo:OtherSellingDistributionAndAdministrativeExpensesMember2026-01-042026-04-250001128928flo:ThreePointFivePercentSeniorNotesDueTwoThousandTwentySixMember2026-01-042026-04-250001128928us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CommodityContractMemberus-gaap:ProductMember2026-01-042026-04-250001128928flo:AccountsReceivableRepurchaseFacilityMember2023-04-140001128928flo:PerformanceContingentRestrictedStockMemberflo:ShareholdersReturnMember2026-04-250001128928srt:MaximumMemberflo:TwoThousandTwentySixAndTwoThousandTwentyFiveAndTwoThousandTwentyFourAwardMember2026-01-042026-04-2500011289282026-01-030001128928flo:PerformanceContingentRestrictedStockMemberflo:ReturnOnInvestedCapitalSharesMember2026-01-042026-04-250001128928flo:TimeBasedRestrictedStockUnitsMember2026-01-042026-04-2500011289282024-12-292025-04-190001128928us-gaap:RetainedEarningsMember2026-04-250001128928srt:RestatementAdjustmentMemberflo:SimpleMillsMember2025-02-2100011289282025-04-190001128928flo:ClosedOrExpiringOverNextFourYearsMemberus-gaap:TreasuryLockMember2026-01-042026-04-250001128928flo:TwoThousandAndTwentyThreeAwardMembersrt:MaximumMember2026-01-042026-04-250001128928flo:DistributorDistributionFeesMember2026-01-042026-04-250001128928us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-04-250001128928flo:TwentyTwentyTwoAwardMemberflo:ShareholdersReturnMemberflo:ShareBasedCompensationAwardTrancheFourMember2026-01-042026-04-250001128928flo:ReturnOnInvestedCapitalMember2026-01-042026-04-250001128928us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberflo:NewCreditFacilityMembersrt:MaximumMember2023-04-122023-04-120001128928us-gaap:CashFlowHedgingMember2026-04-250001128928us-gaap:AccountingStandardsUpdate201912Member2026-04-250001128928flo:TwoPointFourPercentSeniorNotesDueTwoThousandThirtyOneMember2026-04-250001128928flo:PerformanceContingentRestrictedStockMemberflo:ShareholderReturnSharesMember2026-01-042026-04-250001128928flo:ClosedOrExpiringOverNextFourYearsMember2026-01-042026-04-250001128928us-gaap:BaseRateMemberflo:TermLoanFacilityMembersrt:MaximumMember2026-04-062026-04-060001128928flo:DeferredStockMember2026-01-042026-04-250001128928flo:ExpiringYearTwoMember2026-01-042026-04-250001128928flo:AccountsReceivableSecuritizationFacilityMember2026-01-042026-04-2500011289282026-01-042026-04-250001128928flo:FourZeroOneKRetirementSavingsPlanMember2024-12-292025-04-190001128928flo:IngredientsMember2026-01-042026-04-250001128928us-gaap:EmployeeSeveranceMemberflo:TwoThousandTwentyFourReductionInForcePlanMember2026-01-042026-04-250001128928us-gaap:CommonStockMember2024-12-280001128928flo:UnsecuredCreditFacilityMember2026-01-042026-04-250001128928flo:UnsecuredCreditFacilityMember2026-01-030001128928us-gaap:AdditionalPaidInCapitalMember2026-01-042026-04-250001128928us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2024-12-292025-04-190001128928flo:SimpleMillsMember2025-02-210001128928us-gaap:CustomerRelationshipsMemberflo:SimpleMillsMember2025-02-212025-02-210001128928flo:ShareBasedCompensationAwardTrancheFiveMemberflo:TwentyTwentyTwoAwardMember2026-01-042026-04-250001128928srt:ScenarioPreviouslyReportedMemberflo:SimpleMillsMember2025-02-210001128928us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-042026-04-250001128928flo:WorkforceRelatedCostsSellingDistributionAndAdministrativeExpensesMember2024-12-292025-04-190001128928us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-030001128928flo:FivePointSevenFiveSeniorNotesDueTwoThousandThirtyFiveMember2026-01-030001128928flo:IndependentDistributorRightsMember2024-12-292025-04-190001128928us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:InterestRateContractMember2024-12-292025-04-190001128928flo:TwentyTwentyTwoAwardMemberflo:ReturnOnInvestedCapitalMemberflo:ShareBasedCompensationAwardTrancheFourMember2026-01-042026-04-250001128928flo:ThreePointFivePercentSeniorNotesDueTwoThousandTwentySixMember2026-04-250001128928srt:MinimumMember2026-04-250001128928flo:NewCreditFacilityMember2025-02-050001128928flo:AccountsReceivableRepurchaseFacilityMember2025-04-140001128928flo:PerformanceContingentRestrictedStockMember2026-01-030001128928us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberflo:TermLoanFacilityMembersrt:MinimumMember2026-04-062026-04-060001128928us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-01-030001128928us-gaap:SeriesAPreferredStockMember2026-01-030001128928flo:ExpiringYearOneMemberus-gaap:CommodityOptionMember2026-01-042026-04-2500011289282024-12-292026-01-030001128928flo:TimeBasedRestrictedStockUnitsMember2024-12-292025-04-190001128928flo:UnsecuredCreditFacilityMembersrt:MaximumMemberus-gaap:FederalFundsEffectiveSwapRateMember2023-04-122023-04-120001128928us-gaap:OtherNoncurrentAssetsMemberus-gaap:CommodityContractMember2026-01-030001128928srt:ScenarioPreviouslyReportedMemberflo:SimpleMillsMember2025-02-212025-02-210001128928us-gaap:BaseRateMemberflo:NewCreditFacilityMembersrt:MaximumMember2023-04-122023-04-120001128928us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-190001128928us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2026-01-042026-04-250001128928flo:FourZeroOneKRetirementSavingsPlanMember2026-01-042026-04-250001128928flo:TwoPointFourPercentSeniorNotesDueTwoThousandThirtyOneMemberus-gaap:FairValueInputsLevel2Member2026-04-250001128928us-gaap:StandbyLettersOfCreditMember2026-01-030001128928us-gaap:OtherCurrentAssetsMemberus-gaap:CommodityContractMember2026-04-250001128928flo:CornContractsMemberus-gaap:CashFlowHedgingMember2026-04-250001128928flo:FivePointSevenFiveSeniorNotesDueTwoThousandThirtyFiveMember2026-01-042026-04-250001128928us-gaap:TreasuryStockCommonMember2024-12-292025-04-190001128928us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2026-01-042026-04-250001128928flo:ShareBasedCompensationAwardTrancheFiveMemberflo:TwentyTwentyFourAwardMember2026-01-042026-04-250001128928flo:WorkforceRelatedCostsSellingDistributionAndAdministrativeExpensesMember2026-01-042026-04-250001128928flo:AccountsReceivableRepurchaseFacilityMember2026-04-250001128928us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-12-292025-04-190001128928flo:PackagingMember2026-01-042026-04-250001128928flo:PlanOneMember2024-12-292025-04-190001128928us-gaap:TreasuryLockMemberflo:ContractsClosedMember2026-01-042026-04-250001128928us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-04-190001128928us-gaap:BaseRateMembersrt:MinimumMemberflo:NewCreditFacilityMember2023-04-122023-04-120001128928flo:ShareholdersReturnMemberflo:GrantedOnJanuaryFourTwoThousandTwentySixMemberflo:OmnibusPlanMember2026-01-042026-04-250001128928us-gaap:EmployeeSeveranceMemberflo:ReductionInForcePlanMember2026-01-042026-04-250001128928us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:ProductMemberus-gaap:CommodityContractMember2024-12-292025-04-190001128928flo:AccountsReceivableRepurchaseFacilityMember2026-01-030001128928flo:TermLoanFacilityMember2026-04-062026-04-060001128928flo:TimeBasedRestrictedStockUnitsMemberflo:GrantedOnJanuaryFourTwoThousandTwentySixMemberflo:OmnibusPlanMember2026-01-042026-04-250001128928flo:PlanOneMember2026-01-042026-04-250001128928flo:NewCreditFacilityMember2025-02-052025-02-050001128928flo:ThreePointFivePercentSeniorNotesDueTwoThousandTwentySixMember2026-01-030001128928us-gaap:TreasuryStockCommonMember2026-01-042026-04-250001128928flo:AccountsReceivableRepurchaseFacilityMember2026-01-042026-04-250001128928us-gaap:InterestRateRiskMember2026-04-2500011289282024-12-280001128928flo:DeferredStockMember2024-12-292025-04-190001128928flo:TwentyTwentyThreeAwardMemberflo:ShareBasedCompensationAwardTrancheFiveMember2026-01-042026-04-250001128928us-gaap:CommodityContractMember2026-01-042026-04-250001128928flo:SalgadoArizonaMember2026-01-042026-04-250001128928us-gaap:PropertyPlantAndEquipmentMember2026-04-250001128928flo:TermLoanFacilityMember2026-04-060001128928us-gaap:AdditionalPaidInCapitalMember2024-12-292025-04-190001128928flo:IndependentDistributorPartnersIDPsMember2026-01-030001128928us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembersrt:MinimumMemberflo:NewCreditFacilityMember2023-04-122023-04-120001128928us-gaap:TreasuryStockCommonMember2026-04-250001128928us-gaap:InterestRateRiskMember2026-01-030001128928us-gaap:DistributionRightsMember2026-01-030001128928flo:IndependentDistributorRightsMember2026-01-042026-04-250001128928us-gaap:EmployeeSeveranceMemberflo:TwoThousandTwentyFourReductionInForcePlanMember2026-04-250001128928flo:PerformanceContingentRestrictedStockMember2026-01-042026-04-250001128928us-gaap:InterestRateContractMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-01-042026-04-250001128928flo:AccountsReceivableRepurchaseFacilityMembersrt:MaximumMember2026-04-2500011289282026-04-250001128928flo:PerformanceContingentRestrictedStockMember2026-04-250001128928flo:PreviousCreditFacilityMember2025-02-052025-02-050001128928flo:CollectiveActionTreatmentMember2026-01-042026-04-250001128928us-gaap:PerformanceSharesMember2026-01-042026-04-250001128928us-gaap:AdditionalPaidInCapitalMember2026-04-250001128928us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-292025-04-190001128928us-gaap:RetainedEarningsMember2026-01-030001128928us-gaap:RetainedEarningsMember2024-12-292025-04-190001128928flo:ExpiringYearOneMember2026-01-042026-04-250001128928us-gaap:EmployeeSeveranceMemberflo:ReductionInForcePlanMember2024-12-292025-04-190001128928us-gaap:CommodityContractMember2024-12-292025-04-190001128928srt:RestatementAdjustmentMemberflo:SimpleMillsMember2025-02-212025-02-210001128928flo:OtherSellingDistributionAndAdministrativeExpensesMember2024-12-292025-04-190001128928flo:SimpleMillsMember2026-01-042026-04-250001128928us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2026-01-03iso4217:USDxbrli:sharesxbrli:pureflo:Distributorxbrli:sharesflo:Lawsuitsflo:Segmentiso4217:USD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 25, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-16247

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

     Georgia

     58-2582379

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification Number)

1919 FLOWERS CIRCLE, THOMASVILLE, Georgia

(Address of principal executive offices)

31757

(Zip Code)

(229)-226-9110

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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, $0.01 par value

     FLO

     NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 15, 2026, the registrant had 211,993,230 shares of common stock, $0.01 par value per share, outstanding.

FLOWERS FOODS, INC.

INDEX


			PAGE NUMBER
PART I. Financial Information			4
	Item 1.	Financial Statements (Unaudited)	4
		Condensed Consolidated Balance Sheets as of April 25, 2026 and January 3, 2026	4
		Condensed Consolidated Statements of Income for the Sixteen Weeks Ended April 25, 2026 and April 19, 2025	5
		Condensed Consolidated Statements of Comprehensive Income for the Sixteen Weeks Ended April 25, 2026 and April 19, 2025	6
		Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Sixteen Weeks Ended April 25, 2026 and April 19, 2025	7
		Condensed Consolidated Statements of Cash Flows for the Sixteen Weeks Ended April 25, 2026 and April 19, 2025	8
		Notes to Condensed Consolidated Financial Statements (unaudited)	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
	Item 4.	Controls and Procedures	38
PART II. Other Information			39
	Item 1.	Legal Proceedings	39
	Item 1A.	Risk Factors	39
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
	Item 3.	Defaults Upon Senior Securities	39
	Item 4.	Mine Safety Disclosures	39
	Item 5.	Other Information	39
	Item 6.	Exhibits	40
Signatures			41

Forward-Looking Statements

Statements contained in this filing 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 this Quarterly Report on Form 10-Q (this “Form 10-Q”) and may include, but are not limited to:

•

unexpected changes in any of the following: (i) general economic and business conditions; (ii) the competitive setting in which we operate, including advertising or promotional strategies by us or our competitors, as well as changes in consumer demand; (iii) interest rates and other terms available to us on our borrowings; (iv) supply chain conditions and any related impact on energy and raw materials costs and availability and hedging counter-party risks; (v) relationships with or increased costs related to our employees and third-party service providers; (vi) laws and regulations (including environmental and health-related issues and the impacts of tariffs, including retaliatory tariffs); and (vii) accounting standards or tax rates in the markets in which we operate;

•

the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our products;

•

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;

•

the level of success we achieve in developing and introducing new products and entering new markets;

•

our ability to implement new technology and customer requirements as required;

•

our ability to operate existing, and any new, manufacturing lines according to schedule;

•

our ability to implement and achieve our corporate responsibility goals in accordance with regulatory requirements and the expectations of our stakeholders, suppliers, and customers;

•

our ability to execute our business strategies which may involve, among other things, (i) the ability to realize the intended benefits of completed, planned or contemplated acquisitions, dispositions or joint ventures, such as the acquisition of Simple Mills, (ii) the deployment of new systems (e.g., our enterprise resource planning ("ERP") system), distribution channels and technology, and (iii) an enhanced organizational structure (e.g., our sales and supply chain reorganization);

•

consolidation within the baking industry and related industries;

•

changes in pricing, customer and consumer reaction to pricing actions (including decreased volumes), and the pricing environment among competitors within the industry;

•

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;

•

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;

•

increasing legal complexity and legal proceedings that we are or may become subject to;

•

labor shortages and turnover or increases in employee and employee-related costs;

•

the credit, business, and legal risks associated with IDPs and customers, which operate in the highly competitive retail food and foodservice industries;

•

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;

•

the failure of our information technology (“IT”) 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

•

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 Securities and Exchange Commission (“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 Annual Report on Form 10-K for the year ended January 3, 2026 (the “Form 10-K”) and Part II, Item 1A., Risk Factors, of this Form 10-Q 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.

We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products and the formulations for such products. Solely for convenience, some of the trademarks, trade names and copyrights referred to in this Form 10-Q are listed without the © , ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, trade names and copyrights.

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

FLOWERS FOODS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

(Unaudited)


	April 25, 2026			January 3, 2026
ASSETS
Current assets:
Cash and cash equivalents	$	11,519		$	12,100
Accounts and notes receivable, net of allowances of $19,833 and $18,131, respectively		375,226			352,524
Inventories, net:
Raw materials		73,370			75,240
Packaging materials		28,515			28,455
Finished goods		97,642			97,962
Inventories, net		199,527			201,657
Spare parts and supplies		101,492			97,561
Other		73,775			65,252
Total current assets		761,539			729,094
Property, plant and equipment:
Property, plant and equipment		2,643,203			2,624,997
Less: accumulated depreciation		(1,711,429	)		(1,672,272	)
Property, plant and equipment, net		931,774			952,725
Financing lease right-of-use assets		—			295
Operating lease right-of-use assets		316,968			320,821
Notes receivable from independent distributor partners		108,228			108,482
Assets held for sale		27,123			26,690
Other assets		14,293			13,317
Goodwill		1,047,119			1,047,775
Customer relationships, net		285,000			292,878
Trademarks - finite-lived, net		206,003			209,147
Trademarks - indefinite-lived		482,500			482,500
Other intangible assets, net		83			137
Total assets	$	4,180,630		$	4,183,861
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	399,753		$	399,575
Current maturities of financing leases		—			116
Current maturities of operating leases		66,826			73,662
Accounts payable		329,995			312,675
Other accrued liabilities		191,632			190,129
Total current liabilities		988,206			976,157

Noncurrent long-term debt		1,324,019			1,355,557
Noncurrent financing lease obligations		—			115
Noncurrent operating lease obligations		252,076			251,182
Total long-term debt and right-of-use lease liabilities		1,576,095			1,606,854
Other liabilities:
Postretirement/post-employment obligations		8,719			8,603
Deferred taxes		266,715			246,959
Other long-term liabilities		38,449			41,801
Total other long-term liabilities		313,883			297,363
Commitments and Contingencies
Stockholders’ equity:
Preferred stock — $100 stated par value, 200,000 authorized shares and none issued		—			—
Preferred stock — $.01 stated par value, 800,000 authorized shares and none issued		—			—
Common stock — $.01 stated par value and $.001 current par value, 500,000,000 authorized shares and 228,729,585 shares issued		199			199
Treasury stock — 16,740,353 shares and 17,551,360 shares, respectively		(262,815	)		(277,804	)
Capital in excess of par value		723,618			730,145
Retained earnings		839,699			852,074
Accumulated other comprehensive income		1,745			(1,127	)
Total stockholders’ equity		1,302,446			1,303,487
Total liabilities and stockholders’ equity	$	4,180,630		$	4,183,861

(See Accompanying Notes to Condensed Consolidated Financial Statements)

FLOWERS FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(Unaudited)


	For the Sixteen Weeks 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
Depreciation and amortization		51,790			49,268
Plant closure costs and impairment of assets		—			7,397
Restructuring charges		1,652			573
Income from operations		79,812			85,133
Interest expense		24,660			19,674
Interest income		(5,026	)		(5,626	)
Other components of net periodic pension and postretirement benefit plans cost (credit)		118			(117	)
Income before income taxes		60,060			71,202
Income tax expense		18,005			18,204
Net income	$	42,055		$	52,998
Net income per common share:
Basic:
Net income per common share	$	0.20		$	0.25
Weighted average shares outstanding		211,870			211,194
Diluted:
Net income per common share	$	0.20		$	0.25
Weighted average shares outstanding		212,577			212,138
Cash dividends paid per common share	$	0.2475		$	0.2400

(See Accompanying Notes to Condensed Consolidated Financial Statements)

FLOWERS FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

(Unaudited)


	For the Sixteen Weeks Ended
	April 25, 2026		April 19, 2025
Net income	$	42,055	$	52,998
Other comprehensive income, net of tax:
Pension and postretirement plans, net of tax		41		(91	)
Derivative instruments, net of tax		2,831		(1,575	)
Other comprehensive income, net of tax		2,872		(1,666	)
Comprehensive income	$	44,927	$	51,332

(See Accompanying Notes to Condensed Consolidated Financial Statements)

FLOWERS FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Amounts in thousands, except share data)

(Unaudited)


	For the Sixteen Weeks Ended April 25, 2026
	Common Stock				Capital in						Accumulated
	Number of				Excess						Other			Treasury Stock
	Shares Issued		Par Value		of Par Value			Retained Earnings			Comprehensive Income			Number of Shares			Cost			Total
Balances at January 3, 2026		228,729,585	$	199	$	730,145		$	852,074		$	(1,127	)		(17,551,360	)	$	(277,804	)	$	1,303,487
Net income									42,055												42,055
Derivative instruments, net of tax												2,831									2,831
Pension and postretirement plans, net of tax												41									41
Amortization of stock-based compensation awards						12,249															12,249
Time-based restricted stock units issued						(8,888	)								561,474			8,888			—
Performance-contingent restricted stock awards issued						(7,527	)								477,648			7,527			—
Issuance of deferred stock awards						(2,361	)								150,283			2,361			—
Share repurchases															(378,398	)		(3,787	)		(3,787	)
Dividends paid on vested stock-based payment awards									(2,229	)											(2,229	)
Dividends paid — $0.2475 per common share									(52,201	)											(52,201	)
Balances at April 25, 2026		228,729,585	$	199	$	723,618		$	839,699		$	1,745			(16,740,353	)	$	(262,815	)	$	1,302,446


	For the Sixteen Weeks Ended April 19, 2025
	Common Stock				Capital in						Accumulated
	Number of				Excess						Other			Treasury Stock
	Shares Issued		Par Value		of Par Value			Retained Earnings			Comprehensive Income			Number of Shares			Cost			Total
Balances at December 28, 2024		228,729,585	$	199	$	711,539		$	977,555		$	6,830			(18,132,027	)	$	(286,009	)	$	1,410,114
Net income									52,998												52,998
Derivative instruments, net of tax												(1,575	)								(1,575	)
Pension and postretirement plans, net of tax												(91	)								(91	)
Amortization of stock-based compensation awards						12,001															12,001
Issuance of deferred compensation						(13	)								840			13			—
Time-based restricted stock units issued						(6,243	)								395,738			6,243			—
Performance-contingent restricted stock awards issued						(6,440	)								407,340			6,440			—
Issuance of deferred stock awards						(248	)								15,714			248			—
Share repurchases															(286,980	)		(5,499	)		(5,499	)
Dividends paid on vested stock-based payment awards									(1,652	)											(1,652	)
Dividends paid — $.2400 per common share									(50,671	)											(50,671	)
Balances at April 19, 2025		228,729,585	$	199	$	710,596		$	978,230		$	5,164			(17,599,375	)	$	(278,564	)	$	1,415,625

(See Accompanying Notes to Condensed Consolidated Financial Statements)

FLOWERS FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)


	For the Sixteen Weeks Ended
	April 25, 2026			April 19, 2025
CASH FLOWS PROVIDED BY (DISBURSED FOR) OPERATING ACTIVITIES:
Net income	$	42,055		$	52,998
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		12,249			12,001
Loss (gain) reclassified from accumulated other comprehensive income to net income		434			(426	)
Depreciation and amortization		51,790			49,268
Deferred income taxes		16,945			5,806
Impairment of assets		—			5,495
Provision for inventory obsolescence		1,722			2,501
Allowances for accounts receivable		1,878			1,932
Pension and postretirement plans cost		426			127
Other		1,044			431
Changes in operating assets and liabilities, net of acquisitions and disposals:
Accounts receivable		(25,787	)		(7,999	)
Inventories		407			(18,185	)
Hedging activities		4,056			6,508
Accounts payable		17,909			55,223
Other assets and accrued liabilities		(17,271	)		(30,046	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		107,857			135,634
CASH FLOWS (DISBURSED FOR) PROVIDED BY INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(20,623	)		(25,556	)
Repurchase of independent distribution rights, net of principle payments from notes receivable		608			(18,854	)
Acquisition of business, net of cash acquired		—			(791,880	)
Other investing activities		382			276
NET CASH DISBURSED FOR INVESTING ACTIVITIES		(19,633	)		(836,014	)
CASH FLOWS (DISBURSED FOR) PROVIDED BY FINANCING ACTIVITIES:
Dividends paid, including dividends on stock-based payment awards		(54,430	)		(52,323	)
Stock repurchases		(3,787	)		(5,499	)
Change in bank overdrafts		3,194			(5,967	)
Proceeds from debt borrowings		50,900			843,780
Debt obligation payments		(82,900	)		(67,200	)
Payments on financing leases		(15	)		(20	)
Payments for financing fees		(1,767	)		(10,056	)
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

(See Accompanying Notes to Condensed Consolidated Financial Statements)

FLOWERS FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

BASIS OF ACCOUNTING — The accompanying unaudited Condensed Consolidated Financial Statements of Flowers Foods, Inc. (the “company”, “Flowers Foods”, “Flowers”, “us”, “we”, or “our”) have been prepared by the company’s management in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and applicable rules and regulations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the unaudited Condensed Consolidated Financial Statements included herein contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the company’s financial position, results of operations and cash flows. The results of operations for the sixteen weeks ended April 25, 2026 and April 19, 2025 are not necessarily indicative of the results to be expected for a full fiscal year. The Condensed Consolidated Balance Sheet at January 3, 2026 has been derived from the audited financial statements at that date but does not contain all of the footnote disclosures required by GAAP for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K.

PLANT CLOSURE COSTS AND IMPAIRMENT OF ASSETS — On February 12, 2025, the company announced the closure of its Bailey Street Bakery located in Atlanta, Georgia. The bakery produced bread and bun products and ceased production on April 16, 2025. This bakery closure is part of our strategy to optimize capacity within our supply chain. Closure costs included asset impairment charges and equipment relocation costs of $6.1 million and severance costs of $1.3 million and were recorded in the first quarter of Fiscal 2025. In the second quarter of Fiscal 2025, the company classified the bakery as held for sale.

ESTIMATES — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The company believes the following critical accounting estimates affect its more significant judgments and estimates used in the preparation of its consolidated financial statements: revenue recognition, derivative financial instruments, valuation of long-lived assets, goodwill and other intangible assets, leases, self-insurance reserves, income tax expense and accruals, postretirement plans, stock-based compensation, and commitments and contingencies. These estimates are summarized in our Form 10-K.

REPORTING PERIODS — Fiscal Year End. Our fiscal year ends on the Saturday nearest December 31, resulting in a 53rd reporting week every five or six years. Our internal financial results and key performance indicators are reported on a weekly calendar basis to ensure the same numbers of Saturdays and Sundays in comparable months and to allow for a consistent four-week progression analysis. The company has elected the first quarter to report the extra four-week period. As such, our quarters are divided as follows:


Quarter		Number of Weeks
First Quarter		Sixteen
Second Quarter		Twelve
Third Quarter		Twelve
Fourth Quarter		Twelve (or Thirteen in fiscal years with an extra week)

Accordingly, interim results may not be indicative of subsequent interim period results, or comparable to prior or subsequent interim period results, due to differences in the lengths of the interim periods.

Fiscal 2026 consists of 52 weeks, with the company’s quarterly reporting periods as follows: first quarter ended April 25, 2026 (sixteen weeks), second quarter ending July 18, 2026 (twelve weeks), third quarter ending October 10, 2026 (twelve weeks) and fourth quarter ending January 2, 2027 (twelve weeks). The last 53-week year was our Fiscal 2025.

REPORTING SEGMENT — The company has identified two operating segments based on how business activities are managed and evaluated, legacy Flowers Foods and Simple Mills. Simple Mills qualifies as an operating segment as it meets the criteria for being a business and has discrete financial information available that is regularly reviewed by the chief executive officer (the "CEO"), who is the chief operating decision maker (the "CODM"), to assess the performance and allocate resources. As Simple Mills shares similar economic characteristics with legacy Flowers Foods, we aggregate Simple Mills and legacy Flowers Foods as one operating segment for the purpose of determining our one reportable segment.

BUSINESS PROCESS IMPROVEMENT COSTS — In the second half of Fiscal 2020, we launched initiatives to transform our business operations, which include an upgrade of our information system, as well as investments in e-commerce, autonomous planning, and our “bakery of the future” initiatives. These costs may be expensed as incurred, capitalized, recognized as a cloud computing arrangement, or recognized as a prepaid service contract. The expensed portion of these direct costs incurred related to these initiatives

was $1.2 million and $0.9 million for the sixteen weeks ended April 25, 2026 and April 19, 2025, respectively. These costs are reflected in the selling, distribution and administrative expenses line item of the Condensed Consolidated Statements of Income. Costs from previously capitalized, cloud computing arrangements, or prepaid service contracts are recognized in operating costs and are not included in the business process improvement costs above.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently adopted accounting pronouncements

On July 30, 2025, the FASB issued ASU 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets". The FASB issued the ASU to amend ASC 236-20 to provide a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The Board developed the guidance to address concerns from stakeholders that estimating expected credit losses can be costly and complex for such transactions. The company adopted the ASU as of January 4, 2026, the beginning of our Fiscal 2026. The company has not elected to use the practical expedient. The adoption of this ASU did not impact our financial statements.

Accounting pronouncements not yet adopted

On December 17, 2025, the FASB issued ASU 2025-12, "Codification Improvements" which facilitates Codification updates for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The company is determining the impact on our business.

On November 25, 2025, the FASB issued ASU 2025-09, "Derivatives and Hedging (TOPIC 815): Hedge Accounting Improvements". In 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, to better portray the economic results of an entity’s risk management activities in its financial statements and to make certain targeted improvements to simplify the application of the hedge accounting guidance. After the issuance of Update 2017-12, stakeholders asked the Board to clarify certain aspects of the amendments of that Update. In 2019, the Board issued a proposed Accounting Standards Update, Derivatives and Hedging (Topic 815): Codification Improvements to Hedge Accounting, to clarify certain areas of the guidance to better align with the objective articulated in Update 2017-12. Stakeholders indicated that the amendments in the 2019 proposed Update would not sufficiently resolve certain issues. In addition, in response to the 2021 Invitation to Comment, Agenda Consultation, stakeholders identified several areas of the hedge accounting guidance requiring further updates to address the effects of reference rate reform on hedge accounting. The company is determining the impact on our business.

On September 18, 2025, the FASB issued ASU 2025-06, "Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-use Software" which modernizes the accounting for software costs that are accounted for under Subtopic 350-40. The amendments in the update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The company is determining the impact on our business.

On November 4, 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures" which improves the disclosures about a public business entity's expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The company is determining the impact on our business.

We have reviewed other recently issued accounting pronouncements and concluded that either they are not applicable to our business, or no material effect is expected upon future adoption

3. RESTRUCTURING ACTIVITIES

During the first quarter of Fiscal 2025, we began a review of our cost-to-serve focused on improving efficiencies and identifying cost reduction opportunities. Based on this review, we announced a restructuring program in the third quarter of Fiscal 2025 and incurred costs for employee termination benefits related to a reduction-in-force ("RIF"). In the fourth quarter of Fiscal 2025, we expanded the scope to include a comprehensive review of our brands, operations, and financial strategy. Although this review is ongoing, it resulted in the impairment of two regional brands in the fourth quarter of Fiscal 2025. This aligns with our strategy to optimize our brand portfolio and invest in our national brands and key product categories. In the first quarter of Fiscal 2026, we incurred additional RIF-related costs. The company also incurred consulting costs associated with these restructuring activities during the sixteen weeks ended April 25, 2026

and April 19, 2025, respectively, and these costs are included in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income. This review is ongoing and we anticipate additional restructuring charges and related implementation costs in subsequent quarters; however, we are unable to estimate the timing or cost at this time.

The tables below present the components of costs associated with the restructuring programs detailed above (amounts in thousands):


	For the Sixteen Weeks Ended		For the Sixteen Weeks Ended
	April 25, 2026		April 19, 2025
Restructuring charges:
RIF (1)	$	1,652	$	573
Restructuring-related implementation costs (2)		8,227		4,288
Total restructuring charges and related implementation costs	$	9,879	$	4,861

(1)

Presented in the restructuring charges line item of our Condensed Consolidated Statements of Income.

(2)

Costs are recorded in the selling, distribution and administrative expenses line item of our Condensed Consolidated Statements of Income.

The table below presents the components of, and changes in, our restructuring accruals (amounts in thousands):


	RIF
Liability balance at January 3, 2026	$	750
Charges		1,652
Cash payments		(839	)
Liability balance at April 25, 2026	$	1,563

4. SEGMENTS

Our CODM evaluates operating performance based on net income adjusted for items impacting comparability as detailed below. The CODM uses adjusted net income for the annual budgeting and monthly forecasting process. The CODM considers budget-to-current forecast and prior forecast-to-current forecast variances for adjusted net income on a period basis for evaluating performance and making decisions about allocating capital and other resources.

Detailed below are expense items impacting comparability in the adjusted reports used by the CODM (amounts in thousands):



	For the Sixteen Weeks Ended				Footnote
	April 25, 2026		April 19, 2025		Disclosure
Business process improvement costs	$	1,241	$	891	Note 1
Restructuring charges		1,652		573	Note 3
Restructuring-related implementation costs		8,227		4,288	Note 3
Plant closure costs and impairment of assets		—		7,397	Note 1
Acquisition and integration-related costs		1,897		13,764	Note 5
Legal settlements and related costs		14,400		697	Note 16
	$	27,417	$	27,610

Our single reportable segment net sales, net income, and significant expenses are as follows (amounts in thousands):


	For the Sixteen Weeks 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)
Ingredients		359,099			382,628
Workforce-related costs		231,691			227,912
Packaging		56,882			58,695
Other(1)		147,717			109,111
Total materials, supplies, labor and other production costs (exclusive of depreciation and amortization)		795,389			778,346
Selling, distribution, and administrative expenses
Workforce-related costs		211,708			202,658
Distributor distribution fees		180,664			192,927
Other(2)		250,562			237,928
Total selling, distribution, and administrative expenses		642,934			633,513
Depreciation		40,690			38,666
Amortization		11,076			10,581
Right-of-use financing lease amortization		24			21
Plant closure costs and impairment of assets		—			7,397
Restructuring charges		1,652			573
Interest expense		24,660			19,674
Interest income		(5,026	)		(5,626	)
Other components of net periodic pension and postretirement benefits credit		118			(117	)
Income before income taxes		60,060			71,202
Income tax expense		18,005			18,204
Net income	$	42,055		$	52,998

(1)

The Other line item includes outside purchases of product, utilities, repairs and maintenance, rent, and other production costs.

(2)

The Other line item includes transportation, marketing, legal, consulting, rent, computer maintenance, and other overhead expenses.

5. ACQUISITION

On February 21, 2025, we completed the acquisition of 100% of the equity interests of Purposeful Foods Holdings, Inc., the parent company of Simple Mills, Inc., for total consideration of $846.2 million, which includes $15.5 million payable to the sellers upon realization of certain tax benefits acquired as part of the transaction. Simple Mills, a market-leading natural brand offering premium better-for-you crackers, cookies, snack bars, and baking mixes, expands the company's presence in the better-for-you snacking category. The acquisition has been accounted for as a business combination. The total goodwill recorded for the acquisition was $367.2 million and is not deductible for tax purposes.

The following table summarizes the fair value of purchase consideration paid for Simple Mills and the allocation of the purchase consideration to the assets acquired and liabilities assumed based on their estimated fair value. When relevant information was obtained, resulting changes to our provisional purchase price allocation were adjusted to reflect new information obtained about the facts and circumstances that existed as of the respective acquisition date that, if known, would have affected the measurement of the amounts recognized as of those dates. We recognized a $19.0 million goodwill measurement period adjustment related to the valuation of trademarks and customer relationships, deferred taxes and assumed liabilities during the second quarter of Fiscal 2025. Additionally, the company recorded an immaterial purchase price adjustment during the third quarter of Fiscal 2025. During the first quarter of Fiscal 2026, the company recorded a $0.7 million goodwill measurement period adjustment related to deferred taxes for the final income tax returns and finalized the purchase accounting. These measurement period adjustments are reflected in the 'measurement period

adjustments' column below. The impact to the amortization expense on the Condensed Consolidated Statements of Income is immaterial for the sixteen weeks ended April 19, 2025 (amounts in thousands):


	Initial Preliminary Allocation		Measurement Period Adjustments			Updated Allocation
Fair value of consideration transferred:
Cash consideration paid at closing	$	830,713	$	—		$	830,713
Payable to seller		17,824		(2,299	)		15,525
Total consideration	$	848,537	$	(2,299	)	$	846,238

Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	38,833	$	—		$	38,833
Accounts receivable, net of allowances		18,065		—			18,065
Inventories		19,612		(101	)		19,511
Property, plant, and equipment		1,729		13			1,742
Operating lease right-of-use assets		1,668		—			1,668
Customer relationships		173,100		4,700			177,800
Trademarks - indefinite-lived		334,300		21,100			355,400
Other financial assets		1,936		—			1,936
Total identifiable assets acquired	$	589,243	$	25,712		$	614,955
Current maturities of operating leases		1,172		—			1,172
Accounts payable		14,702		(237	)		14,465
Other financial liabilities		7,621		281			7,902
Deferred income taxes, net		104,098		8,303			112,401
Total liabilities assumed	$	127,593	$	8,347		$	135,940
Total identifiable net assets acquired	$	461,650	$	17,365		$	479,015
Goodwill	$	386,887	$	(19,664	)	$	367,223

Property, plant and equipment in the table above includes machinery and equipment and leasehold improvements.

The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods):


	Total		Amortization years	Amortization Method
Customer relationships	$	177,800	17	Straight-line
Trademarks		355,400	Indefinite	N/A
Total intangible assets	$	533,200

Acquisitions Pro Forma

Simple Mills contributed net sales of $24.3 million and net loss of $4.2 million, which includes interest and amortization expense, net of tax impact, for the sixteen weeks ended April 19, 2025. The following table provides the supplemental pro forma net sales and net income of the combined entity had the acquisition date of Simple Mills been December 31, 2023, the first day of Fiscal 2024 (amounts in thousands):


	For the Sixteen Weeks Ended
		April 19, 2025
Net sales		$	1,590,117
Net income attributable to Flowers Foods		$	58,711

We incurred acquisition costs (including integration costs) of $1.9 million and $13.8 million during the sixteen weeks ended April 25, 2026 and April 19, 2025, respectively, related to the acquisition. These costs are reflected in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income. The costs for the prior year period are reflected in the pro forma net income in the table above. The pro forma financial information also includes the following adjustments (net of tax based on statutory rates) related to the acquisition: amortization of the intangible assets and interest expense for the additional

indebtedness incurred to finance the acquisition that would not have been incurred without the transaction. These adjustments increased the pro forma net income attributable to Flowers Foods by $4.4 million for the sixteen weeks ended April 19, 2025.

6. LEASES

The company’s leases consist of the following types of assets: two bakeries, corporate office space, warehouses, bakery equipment, and transportation equipment. See below for the quantitative disclosures for our leases:

The following table details lease modifications and renewals and lease terminations (amounts in thousands):


	For the Sixteen Weeks Ended
	April 25, 2026		April 19, 2025
Lease modifications and renewals	$	5,062	$	6,980
Lease terminations	$	393	$	55

The lease modifications and renewals for the sixteen weeks ended April 25, 2026 and April 19, 2025 include renewals of multiple warehouses.

Lease costs incurred by lease type, and/or type of payment, and other supplemental quantitative disclosures as of and for the sixteen weeks ended April 25, 2026 and April 19, 2025 were as follows (amounts in thousands):


	For the Sixteen Weeks Ended
	April 25, 2026		April 19, 2025
Lease cost:
Amortization of right-of-use assets	$	24	$	21
Interest on lease liabilities		3		2
Operating lease cost		28,522		27,806
Short-term lease cost		5,145		3,669
Variable lease cost		9,209		11,972
Total lease cost	$	42,903	$	43,470

7. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”)

The company’s total comprehensive income presently consists of net income, adjustments for our derivative financial instruments accounted for as cash flow hedges, and various pension and other postretirement benefit related items.

During the sixteen weeks ended April 25, 2026 and April 19, 2025, reclassifications out of AOCI were as follows (amounts in thousands):


	Amount Reclassified from AOCI
	For the Sixteen Weeks Ended						Affected Line Item in the Statement
Details about AOCI Components (Note 2)	April 25, 2026			April 19, 2025			Where Net Income is Presented
Derivative instruments:
Interest rate contracts	$	281		$	226		Interest expense
Commodity contracts		(434	)		426		Cost of sales, Note 3
Total before tax		(153	)		652		Total before tax
Tax benefit (expense)		38			(163	)	Income tax expense
Total net of tax		(115	)		489		Net of tax
Pension and postretirement plans:
Prior-service credits		(106	)		64		Note 1
Actuarial gain		51			58		Note 1
Total before tax		(55	)		122		Total before tax
Tax expense		14			(31	)	Income tax expense
Total net of tax		(41	)		91		Net of tax
Total reclassifications	$	(156	)	$	580		Net of tax

Note 1: These items are included in the computation of net periodic pension cost and are reported in the other components of net periodic pension and postretirement benefit plans cost (credit) line item on the Condensed Consolidated Statements of Income. See Note 19, Postretirement Plans, for additional information.

Note 2: Amounts in parentheses indicate debits to determine net income.

Note 3: Amounts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.

During the sixteen weeks ended April 25, 2026, changes to AOCI, net of income tax, by component were as follows (amounts in thousands and parentheses denote a debit balance):


	Cash Flow Hedge Items		Defined Benefit Pension Plan Items			Total
AOCI at January 3, 2026	$	3,868	$	(4,995	)	$	(1,127	)
Other comprehensive income before reclassifications		2,716		—			2,716
Reclassified to earnings from AOCI		115		41			156
AOCI at April 25, 2026	$	6,699	$	(4,954	)	$	1,745

During the sixteen weeks ended April 19, 2025, changes to AOCI, net of income tax, by component were as follows (amounts in thousands and parentheses denote a debit balance):


	Cash Flow Hedge Items			Defined Benefit Pension Plan Items			Total
AOCI at December 28, 2024	$	7,087		$	(257	)	$	6,830
Other comprehensive income before reclassifications		(1,086	)		—			(1,086	)
Reclassified to earnings from AOCI		(489	)		(91	)		(580	)
AOCI at April 19, 2025	$	5,512		$	(348	)	$	5,164

Amounts reclassified out of AOCI to net income that relate to commodity contracts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. The following table presents the net of tax amount reclassified from AOCI for our commodity contracts (amounts in thousands and positive value indicates credits to determine net income):


	For the Sixteen Weeks Ended
	April 25, 2026			April 19, 2025
Gross gain (loss) reclassified from AOCI into net income	$	(434	)	$	426
Tax benefit		108			(106	)
Net of tax	$	(326	)	$	320

8. INTANGIBLE ASSETS

Aggregate amortization expense of intangible assets for the sixteen weeks ended April 25, 2026 and April 19, 2025 was as follows (amounts in thousands):


	Amortization Expense
For the sixteen weeks ended April 25, 2026	$	11,076
For the sixteen weeks ended April 19, 2025	$	10,581

Estimated amortization of intangible assets for each of the next five years is as follows (amounts in thousands):


	Amortization of Intangibles
Remainder of 2026	$	23,614
2027	$	33,052
2028	$	31,423
2029	$	29,222
2030	$	28,125

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

The company financed approximately 2,500 IDPs’ distribution rights as of April 25, 2026 and January 3, 2026, all with varied financial histories and credit risks. Interest income recognized by the company mostly relates to these notes receivable.

At April 25, 2026 and January 3, 2026, respectively, the carrying value of the distributor notes receivable was as follows (amounts in thousands):


	April 25, 2026			January 3, 2026
Distributor notes receivable	$	129,263		$	130,723
Less: current portion of distributor notes receivable recorded in accounts and notes receivable, net		(21,035	)		(22,241	)
Long-term portion of distributor notes receivable	$	108,228		$	108,482

The fair value of the company’s variable rate debt at April 25, 2026 approximates the recorded value. The fair value of the company's senior notes, as discussed in Note 14, Debt and Other Obligations, of this Form 10-Q, are estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements and are considered a Level 2 valuation. The fair value of the senior notes are presented in the table below (amounts in thousands, except level classification):


	Carrying Value		Fair Value		Level
3.500% senior notes due 2026 ("2026 notes")	$	399,753	$	398,392	2
2.400% senior notes due 2031 ("2031 notes")	$	496,421	$	432,113	2
5.750% senior notes due 2035 ("2035 notes")	$	494,952	$	486,994	2
6.200% senior notes due 2055 ("2055 notes")	$	294,646	$	251,296	2

For fair value disclosure information about our derivative assets and liabilities and an explanation of the level classifications are in Note 10, Derivative Financial Instruments.

10. DERIVATIVE FINANCIAL INSTRUMENTS

The company measures the fair value of its derivative portfolio by using the price that would be received to sell an asset or paid to transfer a liability in the principal market for that asset or liability. These measurements are classified into a hierarchy by the inputs used to perform the fair value calculation as follows:

Level 1: Fair value based on unadjusted quoted prices for identical assets or liabilities at the measurement date

Level 2: Modeled fair value with model inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: Modeled fair value with unobservable model inputs that are used to estimate the fair value of the asset or liability

Commodity Risk

The company enters into commodity derivatives designated as cash-flow hedges of existing or future exposure to changes in commodity prices. The company’s primary raw materials are flour, sweeteners and shortening, along with pulp, paper and petroleum-based packaging products. Natural gas, which is used as oven fuel, and diesel fuel are also important commodity inputs. All of the company’s commodity derivatives are Level 1 assets and liabilities as of April 25, 2026 and January 3, 2026.

The positions held in the portfolio are used to hedge economic exposure to changes in various raw material prices and effectively fix, or limit increases in, prices for a period extending into Fiscal 2027. These instruments are designated as cash-flow hedges. The change in the fair value for these derivatives is reported in AOCI. All the company-held commodity derivatives at April 25, 2026 and January 3, 2026, respectively, qualified for hedge accounting.

Interest Rate Risk

The company's hedge portfolio did not contain any interest derivatives as of April 25, 2026 and January 3, 2026.

During the first quarter of Fiscal 2025, the company closed interest rate swaps previously entered into to protect the company against adverse fluctuations in interest rates with a cash settlement net receipt of $4.2 million. These swaps were designated as a cash flow hedge and the deferred amount reported in AOCI is being reclassified to interest expense as interest payments are made on the notes through maturity date.

The company previously entered into treasury rate locks at the time we executed the 2031 notes and 2026 notes. These rate locks were designated as a cash flow hedge and the fair value at termination was deferred in AOCI. The deferred amount reported in AOCI is being reclassified to interest expense as interest payments are made on the related notes through the maturity date.

Derivative Assets and Liabilities

The company has the following derivative instruments located on the Condensed Consolidated Balance Sheets, which are utilized for the risk management purposes detailed above (amounts in thousands):

          
         Derivative Assets

         Derivative Liabilities

          
         April 25, 2026

         January 3, 2026

         April 25, 2026

         January 3, 2026

         Derivatives Designated as
Hedging Instruments

         Balance 
Sheet
Location

         Fair Value

         Balance
Sheet
Location

         Fair Value

FLOWERS FOODS INC 10-Q