FLO 10-K Annual Report Dec. 28, 2024 | Alphaminr
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FLO 10-K Fiscal year ended Dec. 28, 2024

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FLOWERS FOODS INC
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1A. RiprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintNote 2, 7, 25printItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k SummaryprintNote 1. Basis Of PresentationprintNote 2. Summary Of Significant Accounting PoliciesprintNote 3. Recent Accounting PronouncementsprintNote 4. SegmentsprintNote 5. Food Allergen Compliance Costs and Recovery on Inferior IngredientsprintNote 6. Restructuring ActivitiesprintNote 7. AcquisitionprintNote 8. Accumulated Other Comprehensive Income (loss)printNote 1, BelowprintNote 2: Amounts in Parentheses Indicate Debits To Determine Net IncomeprintNote 9. Notes Receivable From IdpsprintNote 10. Assets Held For SaleprintNote 11. Goodwill and Other Intangible AssetsprintNote 12. Derivative Financial InstrumentsprintNote 13. Other Current and Non-current AssetsprintNote 14. Other Accrued Liabilities and Other Long-term LiabilitiesprintNote 15. LeasesprintNote 16. Debt and Other CommitmentsprintNote 17. Variable Interest EntitiesprintNote 18. Fair Value Of Financial InstrumentsprintNote 19. Stockholders EquityprintNote 20. Stock-based CompensationprintNote 21. Earnings Per ShareprintNote 22. Postretirement PlansprintNote 23. Income TaxesprintNote 24. Commitments and ContingenciesprintNote 25. Subsequent Eventsprint

Exhibits

2.3 Acquisition Agreement, dated as of May 31, 2012, by and among Flowers Foods, Inc., Lobsterco I, LLC, Lepage Bakeries, Inc., RAL, Inc., Bakeast Company, Bakeast Holdings, Inc., and the equityholders named therein (Incorporated by reference to Exhibit 2.1 to Flowers Foods Current Report on Form 8-K, dated June 1, 2012, File No. 1-16247). 2.4 Agreement and Plan of Merger, dated as of May 31, 2012, by and among Flowers Foods, Inc., Lobsterco II, LLC, Aarow Leasing, Inc., The Everest Company, Incorporated and the shareholders named therein (Incorporated by reference to Exhibit 2.2 to Flowers Foods Current Report on Form 8-K, dated June 1, 2012, File No. 1-16247). 2.5 Asset Purchase Agreement, dated as of January 11, 2013, by and among Hostess Brands, Inc., Interstate Brands Corporation, IBC Sales Corporation, Flowers Foods, Inc. and FBC Georgia, LLC (Incorporated by reference to Exhibit 2.1 to Flowers Foods Current Report on Form 8-K, dated January 14, 2013, File No. 1-16247). 2.6 Stock Purchase Agreement, dated as of August 12, 2015, by and among AVB, Inc., Goode Seed Holdings, LLC, Goode Seed Co-Invest, LLC, Glenn Dahl, trustee of the Glenn Dahl Family Trust, U/A/D November 28, 2012, David J. Dahl, trustee of the David Dahl Family Trust, U/A/D May 1, 2012, Shobi L. Dahl, trustee of the Shobi Dahl Family Trust, U/A/D, December 16, 2011, Flowers Bakeries, LLC, Flowers Foods, Inc., and Goode Seed Holdings, LLC, as shareholders representative (Incorporated by reference to Exhibit 2.6 to Flowers Foods Quarterly Report on Form 10-Q, dated August 6, 2020, File No. 1-16247). 2.7 * Agreement and Plan of Merger, dated as of January 7, 2025, by and among Flowers Foods, Inc., Daffodil Acquisition Sub, LLC, Daffodil Merger Sub, Inc., Purposeful Foods Holdings, Inc., and the Equityholders' Representative named therein. 3.1 Amended and Restated Articles of Incorporation of Flowers Foods, Inc., as amended through May 21, 2020 (Incorporated by reference to Exhibit 3.1 to Flowers Foods Current Report on Form 8-K, dated May 28, 2020, File No. 1-16247). 3.2 Amended and Restated Bylaws of Flowers Foods, Inc., as amended through August 18, 2023 (Incorporated by reference to Exhibit 3.1 to Flowers Foods Current Report on Form 8-K, dated August 21, 2023, File No. 1-16247). 4.1 Form of Share Certificate of Common Stock of Flowers Foods, Inc. (Incorporated by reference to Exhibit 4.1 to Flowers Foods Annual Report on Form 10-K, dated February 29, 2012, File No. 1-16247). 4.2 Indenture, dated as of April 3, 2012, by and between Flowers Foods, Inc. and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to Flowers Foods Current Report on Form 8-K, dated April 3, 2012, File No. 1-16247). 4.3 Flowers Foods, Inc. 401(k) Retirement Savings Plan (as amended and restated effective as of January 1, 2010), as further amended through December 17, 2013 (Incorporated by reference to Exhibit 4.1 to Flowers Foods Registration Statement on Form S-8, dated May 21, 2014, File No. 333-196125). 4.4 Officers Certificate pursuant to Section 2.02 of the Indenture (Incorporated by reference to Exhibit 4.2 to Flowers Foods Current Report on Form 8-K, dated September 28, 2016, File No. 1-16247). 4.5 Form of 3.500% Senior Notes due 2026 (Incorporated by reference to Exhibit 4.3 to Flowers Foods Current Report on Form 8-K, dated September 28, 2016, File No. 1-16247). 4.6 * Description of Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 4.7 Officers Certificate pursuant to Section 2.02 of the Indenture (Incorporated by reference to Exhibit 4.2 to Flowers Foods Current Report on Form 8-K, dated March 9, 2021. File No. 1-16247). 4.8 Form of 2.400% Senior Notes due 2031 (Incorporated by reference to Exhibit 4.3 to Flowers Foods Current Report on Form 8-K, dated March 9, 2021. File No. 1-16247). 10.01 Amended and Restated Credit Agreement, dated as of May 20, 2011, by and among, Flowers Foods, Inc., the Lenders party thereto from time to time, Cooperative Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch, Branch Banking and Trust Company, and Regions Bank, as co-documentation agents, Bank of America, N.A., as syndication agent, and Deutsche Bank AG New York Branch, as administrative agent (Incorporated by reference to Exhibit 10.1 to Flowers Foods Current Report on Form 8-K, dated May 26, 2011, File No. 1-16247). 10.02 First Amendment to Amended and Restated Credit Agreement, dated as of November 16, 2012, by and among Flowers Foods, Inc., the Lenders party thereto and Deutsche Bank AG, New York Branch, as administrative agent, swingline lender and issuing lender (Incorporated by reference to Exhibit 10.1 to Flowers Foods Current Report on Form 8-K, dated November 21, 2012, File No. 1-16247). 10.03 Second Amendment to Amended and Restated Credit Agreement, dated as of April 5, 2013, by and among Flowers Foods, Inc., the Lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent, swingline lender and issuing lender (Incorporated by reference to Exhibit 10.3 to Flowers Foods Current Report on Form 8-K, dated April 10, 2013, File No. 1-16247). 10.04 Third Amendment to Amended and Restated Credit Agreement, dated as of February 14, 2014, by and among Flowers Foods, Inc., the Lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent, swingline lender and issuing lender (Incorporated by reference to Exhibit 10.2 to Flowers Foods Current Report on Form 8-K, dated February 18, 2014, File No. 1-16247). 10.05 Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 21, 2015, by and among Flowers Foods, Inc., the Lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent, the swingline lender and issuing lender (Incorporated by reference to Exhibit 10.5 to Flowers Foods Quarterly Report on Form 10-Q, dated May 28, 2015, File No. 1-16247). 10.06 Fifth Amendment to Amended and Restated Credit Agreement, dated as of April 19, 2016, among Flowers Foods, Inc., the Lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent, the swingline lender and issuing lender (Incorporated by reference to Exhibit 10.3 to Flowers Foods Current Report on Form 8-K, dated April 22, 2016, File No. 1-16247). 10.07 Sixth Amendment to Amended and Restated Credit Agreement, dated as of November 29, 2017, among Flowers Foods, Inc., the Lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent, the swingline lender and issuing lender (Incorporated by reference to Exhibit 10.1 to Flowers Foods Current Report on Form 8-K, dated November 30, 2017, File No. 1-16247). 10.08 Seventh Amendment to Amended and Restated Credit Agreement, dated as of July 30, 2021, among Flowers Foods, Inc., the Lenders party thereto and Deutsche Bank AG New York Branch, as existing administrative agent, the swingline lender and issuing lender, and Deutsche Bank Trust Company Americas, as successor administrative agent (Incorporated by reference to Exhibit 10.1 to Flowers Foods Current Report on Form 8-K, dated August 2, 2021, File No. 1-16247). 10.09 Eighth Amendment to Amended and Restated Credit Agreement, dated as of April 12, 2023, among Flowers Foods, Inc., the Lenders party thereto and Deutsche Bank AG New York Branch, as existing administrative agent, the swingline lender and issuing lender, and Deutsche Bank Trust Company Americas, as successor administrative agent (Incorporated by reference to Exhibit 10.1 to Flowers Foods Quarterly Report on Form 10-Q, dated May 18, 2023, File No. 1-16247). 10.10 Credit Agreement, dated as of February 5, 2025, by and among Flowers Foods, Inc., the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as administrative agent (Incorporated by reference to Exhibit 10.1 to Flowers Foods Current Report on Form 8-K, dated February 7, 2025, File No. 1-16247). 10.11 Receivables Loan and Security Agreement, dated as of July 17, 2013, by and among Flowers Finance II, LLC, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch, as facility agent and as a committed lender, certain financial institutions party thereto from time to time, and Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch, as administrative agent and facility agent, and certain financial institutions party thereto (Incorporated by reference to Exhibit 10.1 to Flowers Foods Current Report on Form 8-K, dated July 22, 2013, File No. 1-16247). 10.12 First Amendment to Receivables Loan, Security and Servicing Agreement, dated as of August 7, 2014, by and among Flowers Finance II, LLC, Flowers Foods, Inc., Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch, as administrative agent and facility agent, and certain financial institutions from time to time party thereto (Incorporated by reference to Exhibit 10.1 to Flowers Foods Current Report on Form 8-K, dated August 12, 2014, File No. 1-16247). 10.13 Second Amendment to Receivables Loan, Security and Servicing Agreement, dated as of December 17, 2014, by and among Flowers Finance II, LLC, Flowers Foods, Inc., as servicer, Nieuw Amsterdam Receivables Corporation and Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank, New York Branch, as administrative agent and facility agent (Incorporated by reference to Exhibit 10.9 to Flowers Foods Annual Report on Form 10-K, dated February 25, 2015, File No. 1-16247). 10.14 Third Amendment to Receivables Loan, Security and Servicing Agreement, dated as of August 20, 2015, by and among Flowers Finance II, LLC, Flowers Foods, Inc., as servicer, Nieuw Amsterdam Receivables Corporation and Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank, New York Branch, as administrative agent and facility agent (Incorporated by reference to Exhibit 10.11 to Flowers Foods Quarterly Report on Form 10-Q, dated November 12, 2015, File No. 1-16247). 10.15 Fourth Amendment to Receivables Loan, Security and Servicing Agreement, dated as of September 30, 2016, among Flowers Finance II, LLC, Flowers Foods, Inc., Nieuw Amsterdam Receivables Corporation B.V., Coperatieve Rabobank U.A., as facility agent for certain lenders, PNC Bank, National Association, as facility agent for certain lenders, and Coperatieve Rabobank U.A., New York Branch, as administrative agent, and certain financial institutions from time to time party thereto (Incorporated by reference to Exhibit 10.1 to Flowers Foods Current Report on Form 8-K, dated October 3, 2016, File No. 1-16247). 10.16 Fifth Amendment to Receivables Loan, Security and Servicing Agreement, dated as of September 28, 2017, among Flowers Finance II, LLC, Flowers Foods, Inc., as servicer, Nieuw Amsterdam Receivables Corporation B.V., Coperatieve Rabobank U.A., as facility agent and as a committed lender, PNC Bank, National Association, as facility agent and as a committed lender, and Coperatieve Rabobank U.A., New York Branch, as administrative agent (Incorporated by reference to Exhibit 10.1 to Flowers Foods Quarterly Report on Form 10-Q, dated November 8, 2017, File No. 1-16247). 10.17 Sixth Amendment to Receivables Loan, Security and Servicing Agreement, dated as of September 27, 2018, among Flowers Finance II, LLC, Flowers Foods, Inc., Nieuw Amsterdam Receivables Corporation B.U., Coperatieve Rabobank U.A. (f/k/a Coperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as facility agent and committed lender, PNC Bank, National Association, as facility agent and committed lender, and Coperatieve Rabobank U.A., New York Branch (f/k/a Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch), as administrative agent (Incorporated by reference to Exhibit 10.1 to Flowers Foods Quarterly Report on Form 10-Q, dated November 7, 2018, File No. 1-16247). 10.18 Seventh Amendment to Receivables Loan, Security and Servicing Agreement, dated as of September 27, 2019, among Flowers Finance II, LLC, Flowers Foods, Inc., Nieuw Amsterdam Receivables Corporation B.U., Coperatieve Rabobank U.A. (f/k/a Coperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as facility agent and committed lender, PNC Bank, National Association, as facility agent and committed lender, and Coperatieve Rabobank U.A., New York Branch (f/k/a Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch), as administrative agent (Incorporated by reference to Exhibit 10.1 to Flowers Foods Quarterly Report on Form 10-Q, dated November 6, 2019, File No. 1-16247). 10.19 Eighth Amendment to Receivables Loan, Security and Servicing Agreement, dated as of September 23, 2020, among Flowers Finance II, LLC, Flowers Foods, Inc., Nieuw Amsterdam Receivables Corporation B.V., Coperatieve Rabobank U.A. (f/k/a Coperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as facility agent for the Nieuw Amsterdam Lender Group and as a committed lender, Regions Bank, as facility agent for the Regions Bank Lender Group and as a committed lender, and Coperatieve Rabobank U.A., New York Branch (f/k/a Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch), as administrative agent (Incorporated by reference to Exhibit 10.1 to Flowers Foods Quarterly Report on Form 10-Q, dated November 5, 2020, File No. 1-16247). 10.20 Ninth Amendment to Receivables Loan, Security and Servicing Agreement, dated as of September 23, 2021, among Flowers Finance II, LLC, Flowers Foods, Inc., Nie10.uw Amsterdam Receivables Corporation B.V., Coperatieve Rabobank U.A. (f/k/a Coperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as facility agent for the Nieuw Amsterdam Lender Group and as a committed lender, Regions Bank, as facility agent for the Regions Bank Lender Group and as a committed lender, and Coperatieve Rabobank U.A., New York Branch (f/k/a Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch), as administrative agent (Incorporated by reference to Exhibit 10.2 to Flowers Foods Quarterly Report on Form 10-Q, dated November 12, 2021. File No. 1-16247). 10.21 Tenth Amendment to Receivables Loan, Security and Servicing Agreement, dated as of September 27, 2022, among Flowers Finance II, LLC, Flowers Foods, Inc., Nieuw Amsterdam Receivables Corporation B.V., Coperatieve Rabobank U.A. (f/k/a Coperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as facility agent for the Nieuw Amsterdam Lender Group and as a committed lender, Regions Bank, as facility agent for the Regions Bank Lender Group and as a committed lender, and Coperatieve Rabobank U.A., New York Branch (f/k/a Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch), as administrative agent. (Incorporated by reference to Exhibit 10.1 to Flowers Foods Quarterly Report on Form 10-Q, dated November 10, 2022, File No. 1-16247). 10.22 Eleventh Amendment to Receivables Loan, Security and Servicing Agreement, dated as of February 13, 2023, among Flowers Finance II, LLC, Flowers Foods, Inc., Nieuw Amsterdam Receivables Corporation B.V., Coperatieve Rabobank U.A. (f/k/a Coperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as facility agent for the Nieuw Amsterdam Lender Group and as a committed lender, Regions Bank, as facility agent for the Regions Bank Lender Group and as a committed lender, and Coperatieve Rabobank U.A., New York Branch (f/k/a Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch), as administrative agent. (Incorporated by reference to Exhibit 10.2 to Flowers Foods Quarterly Report on Form 10-Q, dated May 18, 2023, File No. 1-16247). 10.23 Master Framework Agreement, dated as of April 14, 2023, by and among Coperatieve Rabobank U.A., New York Branch, and the other financial institutions listed on the signature pages thereof as Buyer Funding Parties, Coperatieve Rabobank U.A., New York Branch, as repo counterparty, on behalf of itself and the other Buyer Funding Parties, the subsidiaries of Flowers Foods, Inc. listed on Annex I thereto, as Originators, and Flowers Foods, Inc., as repo seller (Incorporated by reference to Exhibit 10.3 to Flowers Foods Quarterly Report on Form 10-Q, dated May 18, 2023, File No. 1-16247). 10.24 First Omnibus Amendment, dated as of April 15, 2024, including Amendment No. 1 to the Master FrameworkAgreement, by and among Coperatieve Rabobank U.A., New York Branch, and the other financial institutions listed on the signature pages thereof as Buyer Funding Parties, Coperatieve Rabobank U.A., New York Branch, as repo counterparty, on behalf of itself and the other Buyer Funding Parties, the subsidiaries of Flowers Foods, Inc. listed on the signature pages thereof, as Originators, and Flowers Foods, Inc., as repo seller, and Amendment No. 1 to the Master Repurchase Agreement, between Coperatieve Rabobank U.A., New York Branch and Flowers Foods, Inc. (Incorporated by reference to Exhibit 10.1 to Flowers Foods Quarterly Report on Form 10-Q, dated May 16, 2024, File No. 1-16247). 10.25 Receivables Sale and Distribution Agreement, dated as of April 14, 2023, among Flowers Foods, Inc. and each of the Primary Originators, Secondary Originators, Tertiary Originators and Quaternary Originators signatory thereto Incorporated by reference to Exhibit 10.4 to Flowers Foods Quarterly Report on Form 10-Q, dated May 18, 2023, File No. 1-16247). 10.26 Master Repurchase Agreement, dated as of April 14, 2023, between Flowers Foods, Inc. and Coperatieve Rabobank U.A., New York Branch. (Incorporated by reference to Exhibit 10.5 to Flowers Foods Quarterly Report on Form 10-Q, dated May 18, 2023, File No. 1-16247). 10.30 + Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to Flowers Foods Current Report on Form 8-K, dated May 27, 2014, File No. 1-16247). 10.31 + Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023) (Incorporated by reference to Exhibit 4.3 to Flowers Foods' Registration Statement on Form S-8, dated May 25, 2023, File No. 333-272189). 10.33 + Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to Flowers Foods Current Report on Form 8-K, dated November 21, 2023, File No. 1-16247). 10.34 + Flowers Foods, Inc. 2005 Executive Deferred Compensation Plan, effective as of January 1, 2005 (Incorporated by reference to Exhibit 4.7 of Flowers Foods Registration Statement on Form S-8, dated December 29, 2008, File No. 333-156471). 10.35 + Flowers Foods, Inc. Change of Control Plan, effective as of February 23, 2012 (Incorporated by reference to Exhibit 10.1 to Flowers Foods Current Report on Form 8-K, dated February 29, 2012, File No. 1-16247). 10.36 + Form of 2020 Performance Stock Agreement, by and between Flowers Foods, Inc. and certain executive officers of Flowers Foods, Inc. (Incorporated by reference to Exhibit 10.30 to Flowers Foods Annual Report on Form 10-K, dated February 19, 2020, File No. 1-16247). 10.37 + Form of 2021 Performance Stock Agreement, by and between Flowers Foods, Inc. and certain executive officers of Flowers Foods, Inc. (Incorporated by reference to Exhibit 10.29 to Flowers Foods Annual Report on Form 10-K, dated February 24, 2021, File No. 1-16247). 10.38 + Form of 2021 Time Based Restricted Stock Agreement, by and between Flowers Foods, Inc. and certain executive officers of Flowers Foods, Inc. (Incorporated by reference to Exhibit 10.30 to Flowers Foods Annual Report on Form 10-K, dated February 24, 2021, File No. 1-16247). 10.39 + Form of 2022 Performance Stock Agreement, by and between Flowers Foods, Inc. and certain executive officers of Flowers Foods, Inc. (Incorporated by reference to Exhibit 10.33 to Flowers Foods Annual Report on Form 10-K, dated February 23, 2022, File No. 1-16247). 10.40 + Form of 2022 Time Based Restricted Stock Agreement, by and between Flowers Foods, Inc. and certain executive officers of Flowers Foods, Inc. (Incorporated by reference to Exhibit 10.34 to Flowers Foods Annual Report on Form 10-K, dated February 23, 2022, File No. 1-16247). 10.41 + Form of 2023 Performance Stock Agreement, by and between Flowers Foods, Inc. and certain executive officers of Flowers Foods, Inc. (Incorporated by reference to Exhibit 10.33 to Flowers Foods Annual Report on Form 10-K, dated February 22, 2023, File No. 1-16247). 10.42 + Form of 2023 Time Based Restricted Stock Agreement, by and between Flowers Foods, Inc. and certain executive officers of Flowers Foods, Inc. (Incorporated by reference to Exhibit 10.34 to Flowers Foods Annual Report on Form 10-K, dated February 22, 2023, File No. 1-16247). 10.43 + 2024 Form of Performance Stock Agreement (Incorporated by reference to Exhibit 10.42 to Flowers Foods Annual Report on Form 10-K, dated February 21, 2024, File No. 1-16247). 10.44 + 2024 Form of Time Based Restricted Stock Agreement Incorporated by reference to Exhibit 10.43 to Flowers Foods Annual Report on Form 10-K, dated February 21, 2024, File No. 1-16247). 10.45 +* Form of Performance Stock Agreement. 10.46 +* Form of Time Based Restricted Stock Agreement. 10.47 + Transition and Consulting Agreement, dated August 10, 2023, by and between Flowers Bakeries, LLC and D. Keith Wheeler (Incorporated by reference to Exhibit 10.1 to Flowers Foods Quarterly Report on Form 10-Q, dated November 9, 2023, File No. 1-16247). 10.48 + Form of Deferred Shares Agreement for Directors (Incorporated by reference to Exhibit 10.1 to Flowers Foods Quarterly Report on Form 10-Q, dated August 16, 2024, File No. 1-16247). 19.1 * Flowers Foods, Inc. Insider Trading Policy. 21.1 * Subsidiaries of Flowers Foods, Inc. 23 * Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP 31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 * Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by A. Ryals McMullian, Chairman and Chief Executive Officer, R. Steve Kinsey, Chief Financial Officer for the fiscal year ended December 28, 2024. 97 Flowers Foods, Inc. Executive Compensation Recoupment Policy Effective November 16, 2023 (Incorporated by reference to Exhibit 97 to Flowers Foods Annual Report on Form 10-K, dated February 21, 2024, File No. 1-16247).