Every material Form 8-K Flowers Foods has filed with the SEC since August 15, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Flowers Foods, Inc. said its board elected two new independent directors, Shaun P. Mara and Ken A. Plunk, effective November 18, 2026, and appointed both to the Audit and Finance Committees. The board will increase to ten members when the new directors take their seats.
Shaun P. Mara and Ken A. Plunk elected directors effective November 18, 2026, for terms expiring at the 2027 Annual Meeting of Shareholders
Both appointed to the Audit Committee and Finance Committee
Board size will increase to ten members
Mara retired in June 2025 as CFO of The Simply Good Foods Company; Plunk is a former CFO of J&J Snack Foods
Flowers Foods reported second-quarter results for the 12 weeks ended July 18, 2026, with net sales down 4.0% to $1.193 billion and net income down 30.3% to $40.7 million, or $0.19 per diluted share. The company lowered its full-year 2026 outlook for net sales, adjusted EBITDA and adjusted diluted EPS, citing a more cautious view for the rest of the year. Shareholders face lower expected earnings for 2026 than previously guided.
Net sales fell 4.0% to $1.193 billion, with volume down 5.8% and pricing/mix up 1.8%.
Adjusted EBITDA fell 19.2% to $111.3 million, and adjusted diluted EPS fell $0.09 to $0.21.
Full-year 2026 adjusted diluted EPS guidance was cut to $0.75 to $0.85 from $0.80 to $0.90; net sales guidance was cut to $5.070 billion to $5.142 billion from $5.163 billion to $5.267 billion.
Management will host a live question-and-answer webcast at 8:30 a.m. Eastern Time on August 21, 2026.
Thomas C. Chubb, III notified Flowers Foods' board on June 4, 2026 that he is resigning as a director effective immediately. The company said he cited competing professional demands as chairman, president and CEO of Oxford Industries, and that the decision was not due to any dispute with the board or the company.
Director Thomas C. Chubb, III resigned effective immediately; notice given June 4, 2026
Reason given: competing demands as chairman, president and CEO of Oxford Industries, Inc.
Company says there was no dispute or disagreement with the board or the company
Chubb served six years on the board, including as independent presiding director and chair of the Nominating/Corporate Governance Committee
Flowers Foods reported first-quarter 2026 results for the 16 weeks ended April 25, 2026. Net sales rose 1.1% to $1.572 billion, but net income fell 20.6% to $42.1 million, and the company reset its annual dividend rate to $0.50 per share while reaffirming its 2026 adjusted EPS outlook of $0.80 to $0.90.
Net sales rose 1.1% to $1.572 billion, helped by the Simple Mills acquisition and pricing/mix, while volume fell 3.3%.
Net income fell 20.6% to $42.1 million; adjusted diluted EPS fell to $0.29 from $0.35.
Quarterly dividend of $0.1250 per share, payable June 26, 2026, to shareholders of record June 12, 2026.
Fiscal 2026 guidance was reaffirmed, including adjusted diluted EPS of approximately $0.80 to $0.90.
Flowers Foods entered a $400.0 million senior unsecured delayed draw term loan on April 6, 2026, to be used with cash on hand to repay its $400 million 3.500% senior notes maturing in October. The company also amended its revolving credit facility to extend a covenant holiday through the fiscal quarter ending October 9, 2027.
New $400.0 million term loan with Wells Fargo Bank as administrative agent; proceeds must repay the 2026 Notes in full
Term loan may be drawn once through October 1, 2026; initial maturity is the third anniversary of funding
Leverage covenant of no greater than 3.75:1.00 and minimum interest coverage of 4.50:1.00; covenant holiday runs through the quarter ending October 9, 2027
Flowers Foods said its chief growth officer, Terry Thomas, will leave the company effective April 24, 2026, and the role will be dissolved. Thomas is expected to receive severance of 18 months of base salary plus 12 months of COBRA or other medical coverage, in exchange for a release of claims. Chief brand officer Mark Courtney will now report directly to CEO Ryals McMullian and take on retail customer sales, innovation and revenue management.
Terry Thomas, chief growth officer, departs effective April 24, 2026; the role is dissolved
Expected severance: 18 months of base salary and 12 months of COBRA or other medical coverage
Mark Courtney, chief brand officer with the company since 2020, will report directly to CEO Ryals McMullian
Flowers Foods said directors George E. Deese and Edward J. Casey, Jr. will leave the board rather than stand for re-election at the 2026 annual meeting of shareholders. The company said the decisions were not due to any disagreement with the board or the company, and the board will shrink from 11 to 9 members after that meeting.
George E. Deese, with 61 years of service to the company, will retire from the board at the end of his current term.
Edward J. Casey, Jr. will not stand for re-election; he keeps his committee roles through the 2026 annual meeting.
Board size drops from 11 to 9 members immediately after the 2026 annual meeting.
Flowers Foods reported fourth-quarter net sales up 11.0% to $1.233 billion, helped by an extra week and the Simple Mills acquisition, but swung to a net loss of $67.1 million due to a $136.0 million non-cash impairment of intangible assets. For fiscal 2026, the company expects net sales of $5.163 billion to $5.267 billion and adjusted diluted EPS of $0.80 to $0.90, which it says will be below 2025 levels, and it is conducting a comprehensive review of operations.
Q4 net sales rose 11.0% to $1.233 billion; diluted EPS was a loss of $0.32 versus earnings of $0.20 a year earlier
Q4 adjusted diluted EPS was $0.22, flat with the prior year period; full-year 2025 adjusted diluted EPS fell $0.19 to $1.09
2026 guidance: adjusted EBITDA of approximately $465 million to $495 million, versus $535.2 million in 2025
Management will host a live question and answer webcast at 8:30 a.m. Eastern Time on February 13, 2026
Flowers Foods said its chief financial officer, R. Steve Kinsey, retired effective December 31, 2025, as previously announced in September 2025. The company entered into a consulting agreement with him to provide advisory services from January 1, 2026, through February 28, 2026, unless extended.
Kinsey retired as chief financial officer effective December 31, 2025; he first notified the company on September 19, 2025.
Consulting fee is $50,000 per month, paid in monthly installments in arrears.
Either party may end the consulting agreement on 30 days' written notice; the agreement is filed as Exhibit 10.1.
Flowers Foods' Compensation and Human Capital Committee approved an amended and restated Change of Control Plan on November 13, 2025, covering the company's named executive officers. The changes adjust severance terms, medical payment calculations, and definitions, and move restrictive covenants into a separate separation agreement. The filing does not give any dollar amounts for the changes.
Committee approved the amendment and restatement on November 13, 2025; all named executive officers in the April 8, 2025 proxy statement participate in the plan
Adds a prorated target-level bonus for the year of termination as an additional severance payment
Medical lump sum equals monthly COBRA amount multiplied by the greater of 18 or the severance multiple times 12
Restrictive covenants moved to a separation agreement that participants must sign to receive severance
Flowers Foods reported third-quarter 2025 net sales up 3.0% to $1.227 billion, helped by the Simple Mills acquisition, while net income fell 39.2% to $39.5 million on a challenging consumer environment and higher interest expense. The company narrowed its fiscal 2025 outlook, with adjusted diluted EPS now expected at $1.02 to $1.08 versus prior guidance of $1.00 to $1.10.
Q3 net sales rose 3.0% to $1.227 billion; pricing/mix fell 2.3% and volume fell 0.6%, while Simple Mills added 5.9%.
Diluted EPS fell $0.12 to $0.19; adjusted diluted EPS fell $0.10 to $0.23.
Adjusted EBITDA fell 11.4% to $118.1 million; net interest expense rose $9.7 million, tied to debt issued to fund the Simple Mills acquisition.
Fiscal 2025 adjusted EBITDA guidance is $515 million to $532 million, versus prior $512 million to $538 million; live webcast is set for 8:30 a.m. Eastern on November 7, 2025.
Flowers Foods said D. Anthony Scaglione, former CFO of ODP Corporation and ABM Industries, will become chief financial officer effective January 1, 2026, succeeding Steve Kinsey, who will retire at year-end. The filing sets his base salary at $785,000 and a special equity award with a targeted grant date value of $1,400,000, which matters to shareholders as a planned change in the company's top finance role.
Appointment effective January 1, 2026; Scaglione succeeds Steve Kinsey, who retires at year-end and will serve in an advisory role for a period
Initial base salary of $785,000 annually; annual bonus target of 100% of base salary and long-term incentive target of 210% of base salary, beginning fiscal 2026
Special time-based restricted stude award with a targeted grant date value of $1,400,000, plus a $50,000 cash payment on his first day of employment
Scaglione is expected to relocate near the Thomasville, Georgia offices no later than August 31, 2026
Flowers Foods' board elected Sterling A. Spainhour, executive vice president and chief legal officer of Southern Company, as a director effective October 1, 2025, and appointed him to the Audit and Finance Committees. The board size will increase to twelve members, and his term runs to the 2026 annual meeting, where shareholders will vote on renomination.
Spainhour elected by the board on September 26, 2025; effective date October 1, 2025
Appointed to the Audit Committee and Finance Committee
Board size increases from current level to twelve members effective October 1, 2025
Term expires at the 2026 Annual Meeting of Shareholders, subject to renomination and shareholder approval
Flowers Foods said its chief financial officer, R. Steve Kinsey, will retire effective December 31, 2025, after 36 years with the company, and will remain CFO until then. The company has started a search for a successor with an executive search firm, and Mr. Kinsey is expected to stay on in an advisory role for a period to support the transition.
Mr. Kinsey notified the company of his retirement on September 19, 2025, and will serve as CFO through December 31, 2025, or an earlier date set by him or the company.
Mr. Kinsey served as CFO for the last 18 of his 36 years with the company.
The company has initiated a search for a successor with a leading executive search firm; the filing does not name a successor.
The announcement was made in an 8-K and press release dated September 24, 2025.
Flowers Foods director Melvin T. Stith, Ph.D. notified the board on August 22, 2025 that he will retire, effective December 31, 2025. The filing says the decision is not due to any disagreement with the board or the company. Shareholders get a planned board departure with no stated dispute, though the filing does not name a successor.
Melvin T. Stith, Ph.D. will retire from the board effective December 31, 2025
He has served as a director since 2004
He sits on the compensation and human capital committee and the nominating/corporate governance committee
The filing states his decision is not due to any disagreement with the board or the company
Flowers Foods reported second-quarter results for the 12 weeks ended July 12, 2025. Net sales rose 1.5% to $1.243 billion, helped by the Simple Mills acquisition, while net income fell 12.8% to $58.4 million and diluted EPS fell to $0.28 from $0.32. The company also lowered its fiscal 2025 guidance for net sales, adjusted EBITDA and adjusted diluted EPS, citing softer traditional loaf sales and a more competitive environment.
Net sales rose 1.5% to $1.243 billion; Simple Mills added 5.1 percentage points, while pricing/mix fell 1.2% and volume fell 2.4%.
Net income fell 12.8% to $58.4 million; adjusted diluted EPS fell to $0.30 from $0.36.
Fiscal 2025 adjusted EBITDA guidance is $512 million to $538 million, down from $534 million to $562 million.
Fiscal 2025 adjusted diluted EPS guidance is $1.00 to $1.10, down from $1.05 to $1.15.
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