Flowers Foods Inc — Current Report (Form 8-K)

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): January 6, 2026 (December 31, 2025)

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

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

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):

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

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. ☐

As previously announced, on September 19, 2025, R. Steve Kinsey, chief financial officer of Flowers Foods, Inc. (the “Company”), notified the Company that he will retire from this position, effective as of December 31, 2025. On December 31, 2025, the Company entered into a consulting agreement with Mr. Kinsey (the “Consulting Agreement”) pursuant to which Mr. Kinsey will serve as a consultant to the Company and its subsidiaries following his retirement on December 31, 2025.

Pursuant to the Consulting Agreement, Mr. Kinsey will provide certain professional consulting services and advice to the Company commencing on January 1, 2026 and ending on February 28, 2026 or such later date as may be mutually agreed upon by the Company and Mr. Kinsey. In consideration of Mr. Kinsey’s performance of the consulting services, the Company will pay Mr. Kinsey a consulting fee at a rate of $50,000 per month in monthly installments in arrears. The Consulting Agreement may be terminated by either Mr. Kinsey or the Company upon 30 days’ written notice to the other party. Mr. Kinsey is also subject to certain confidentiality covenants under the Consulting Agreement.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified by reference to the full text of the Consulting Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

(d) Exhibits.

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.