8-K

FLOWERS FOODS, INC.

Date: February 21, 2025

/s/ R. Steve Kinsey

R. Steve Kinsey

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2025 (February 14, 2025)

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)


Georgia	1-16247	58-2582379
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1919 Flowers Circle, Thomasville, GA		31757
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (229) 226-9110

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

FLO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 14, 2025, C. Martin Wood III notified the board of directors (the “Board”) of Flowers Foods, Inc. (the “Company”) that he does not wish to stand for re-election as a director and will retire from the Board at the end of his current term at the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”). Mr. Wood’s decision not to stand for re-election is not due to any disagreement with the Board or the Company. Following Mr. Wood’s retirement and immediately upon the conclusion of the 2025 Annual Meeting, the size of the Board will be reduced from 12 to 11 members.

Item 8.01

Other Events.

On February 21, 2025, the Company completed its previously announced acquisition of Purposeful Foods Holdings, Inc., a Delaware corporation, the parent company of Simple Mills, Inc. (“Simple Mills”), for a purchase price of $795.0 million in cash, subject to customary post-closing adjustments (the “Simple Mills Acquisition”). Founded in 2012, Simple Mills is a market-leading natural brand offering premium better-for-you crackers, cookies, snack bars, and baking mixes.

A copy of the press release announcing the completion of the Simple Mills Acquisition is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press Release, dated February 21, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by Flowers Foods Inc.