FLO 10-Q Quarterly Report April 19, 2025 | Alphaminr

FLO 10-Q Quarter ended April 19, 2025

FLOWERS FOODS INC
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TABLE OF CONTENTS
Part 1. FinaprintItem 1. Financial Statements (unaudited)printItem 1. Financial StaprintNote 1, 11printNote 2: Amounts in Parentheses Indicate Debits To Determine Net IncomeprintItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 2. Management S Discussion and Analysis OfprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 3. Quantitative and QualitatiprintItem 4. Controls and ProceduresprintItem 4. ControlsprintPart II. Other InformationprintPart II. OtherprintItem 1. Legal ProceedingsprintItem 1. LegalprintItem 1A. Risk FactorsprintItem 1A. RiprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 2. Unregistered Sales Of EquitprintItem 3. Defaults Upon Senior SecuritiesprintItem 3. Defaults UpprintItem 4. Mine Safety DisclosuresprintItem 4. Mine Safety DprintItem 5. Other InformationprintItem 5. OtherprintItem 6. Exhibitsprint

Exhibits

2.1 _ 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 (Incorporated by reference to Exhibit 2.7 to Flowers Foods Annual Report on Form 10-K, dated February 18, 2025, File No. 1-16247). 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 _ Indenture Officers Certificate pursuant to Section 2.02 of the Indenture, dated February 14, 2025 (Incorporated by reference to Exhibit 4.2 to Flowers Foods Current Report on Form 8-K, dated February 14, 2025, File No. 1-16247). 4.2 _ Form of 5.750% Senior Notes due 2035 (Incorporated by reference to Exhibit 4.3 to Flowers Foods Current Report on Form 8-K, dated February 14, 2025, File No. 1-16247). 4.3 _ Form of 6.200% Senior Notes due 2055 (Incorporated by reference to Exhibit 4.4 to Flowers Foods Current Report on Form 8-K, dated February 14, 2025, File No. 1-16247). 10.1 _ 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). 10.2 * Joinder Agreement, dated as of March 5, 2025, by Flowers Bakeries Sales of Desert Mountain, LLC in favor of Coperatieve Rabobank U.A., New York Branch, as Buyer, with respect to (1) that certain Master Framework Agreement, dated as of April 14, 2023 (as amended, supplemented or otherwise modified and in effect from time to time), among the parties named as Originators therein, Flowers Foods, Inc., as Seller, the Buyer Funding Parties party thereto and the Buyer and (2) that certain Receivables Sale and Distribution Agreement, dated as of April 14, 2023 (as amended, supplemented or otherwise modified and in effect from time to time), between the Originators as sellers and Flowers Foods, Inc. as buyer. 10.3 * Amendment No. 2 to Master Framework Agreement, dated as of April 14, 2025, by and among Coperatieve Rabobank U.A., New York Branch (Rabobank), and the other financial institutions listed on the signature pages hereof as Buyer Funding Parties; Rabobank, as repo counterparty (Buyer), on behalf of itself and the other Buyer Funding Parties; the subsidiaries of Flowers listed on the signature pages hereof; and Flowers Foods, Inc., a Georgia corporation (Flowers), as repo seller. 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 * 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, and R. Steve Kinsey, Chief Financial Officer, for the quarter ended April 19, 2025.