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): October 21, 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.) |
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| 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 |
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| 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 October 21, 2025, Flowers Foods, Inc. (the “Company”) announced the appointment of D. Anthony Scaglione to serve as Chief Financial Officer of the Company, effective January 1, 2026. Upon the effectiveness of his appointment, Mr. Scaglione will serve as the Company’s principal financial officer and principal accounting officer. Mr. Scaglione, 53, previously served as Chief Financial Officer of Total Wine & More, a privately held retailer specializing in wine, spirits, and beer, from September 2024 to March 2025; Executive Vice President and Chief Financial Officer of ODP Corporation, a global B2B office equipment and services company, from July 2020 to September 2024; and Executive Vice President and Chief Financial Officer of ABM Industries Inc. (“ABM”), a global services company, from 2015 to July 2020. Before serving as Executive Vice President and Chief Financial Officer of ABM, he served as Senior Vice President, Mergers and Acquisitions and Treasurer from 2012 to 2015 and Vice President and Treasurer from 2009 to 2011. Prior to joining ABM, Mr. Scaglione held executive finance positions at CA Technologies from 2005 to 2009 and served as a manager with Ernst & Young from 2001 to 2005. Mr. Scaglione holds a Master of Business Administration from Fairleigh Dickinson University and holds degrees in Finance and Accounting from Rutgers University.
Mr. Scaglione’s initial base salary will be at the annual rate of $785,000 and, beginning in fiscal year 2026, he will be eligible for an annual cash incentive bonus target opportunity equal to 100% of his annual base salary and long-term incentive awards with a targeted value equal to 210% of his annual base salary. The long-term incentive awards are anticipated to be in the form of (1) performance shares, which will generally vest after three years subject to the achievement of certain performance metrics and (2) time-based restricted stock units, which will generally vest in three equal annual installments. Mr. Scaglione will also be eligible to participate in the Company’s Change of Control Plan, the terms of which have been previously disclosed.
In connection with the commencement of his employment, Mr. Scaglione will also receive (1) a special equity-based award of time-based restricted stock units with a targeted grant date value of $1,400,000 (which will generally vest in four equal annual installments beginning on January 5, 2027) granted on or as soon as practicable following his first day of employment and (2) a cash payment of $50,000 within one week following his first day of employment (which cash payment will be required to be repaid to the Company if Mr. Scaglione voluntarily terminates his employment with the Company for any reason prior to the first anniversary of his first day of employment). Mr. Scaglione is expected to relocate to a location near the Company’s offices in Thomasville, Georgia in connection with this new role no later than August 31, 2026 and will receive relocation benefits in connection with such relocation consistent with the Company’s relocation policies (and subject to pro-rata repayment in the event of his voluntary termination or termination by the company for cause within 24 months of his start date). Prior to his relocation, Mr. Scaglione will be expected to regularly work out of the Company’s offices in Thomasville, Georgia, and the Company will reimburse him for his reasonable expenses associated with travel for such purpose.
The Company has also entered into a customary consulting agreement with Mr. Scaglione, pursuant to which he is expected to provide consulting services at a rate of $375 per hour for up to 30 hours per week from October 20, 2025 through December 31, 2025 (prior to his commencement of employment with the Company as Chief Financial Officer).
Mr. Scaglione has no familial relationships or related party transactions with the Company that would require disclosure under Items 401(d) or 404(a) of Regulation S-K.
A copy of the press release issued by the Company announcing the appointment of Mr. Scaglione is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description |
|
| 99.1 | Press Release of Flowers Foods Inc. dated October 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.
| FLOWERS FOODS, INC. | ||||||
| Date: October 21, 2025 |
|
By: | /s/ R. Steve Kinsey |
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| Name: | R. Steve Kinsey | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
FLOWERS FOODS NAMES D. ANTHONY SCAGLIONE CHIEF FINANCIAL OFFICER
THOMASVILLE, Ga., October 21, 2025 – Flowers Foods, Inc. (NYSE: FLO) today announced D. Anthony Scaglione has been named chief financial officer (CFO), effective Jan. 1, 2026. In this role, Scaglione will guide the company’s financial strategy and oversee its treasury, investor relations, accounting, tax, internal audit, risk, procurement, and information security functions, reporting to chairman and CEO Ryals McMullian.
“With extensive experience across a broad range of disciplines and a track record of successfully leading high-performing teams, Anthony brings strategic insight and operational rigor that will drive our next phase of growth,” said McMullian. “Over the course of his career, Anthony has proven his ability to deliver tangible value to shareholders, and I am confident his leadership will greatly benefit Flowers’ business as we continue to navigate an increasingly complex and competitive landscape.”
Scaglione has previously served as CFO for several public and private multi-billion-dollar organizations, including Total Wine & More, a retailer specializing in wine, spirits, and beer; ODP Corporation, a global B2B office equipment and services company; and ABM Industries, a global services company. In addition to all core finance functions, his leadership experience also spans strategy, real estate, procurement, M&A, and IT. He will succeed Steve Kinsey, who will retire from Flowers at year-end and serve in an advisory role for a period of time to ensure a smooth transition.
Scaglione earned two Bachelor of Science degrees, one in Finance and one in Accounting, from Rutgers University and a Master of Business Administration from Fairleigh Dickinson University and is a certified public accountant (CPA-NY).
About Flowers Foods
Headquartered in Thomasville, Ga., Flowers Foods, Inc. (NYSE: FLO) is one of the largest producers of packaged bakery foods in the United States with 2024 net sales of $5.1 billion. Flowers operates bakeries across the country that produce a wide range of bakery products. Among the company’s top brands are Nature’s Own, Dave’s Killer Bread, Canyon Bakehouse, Simple Mills, Wonder, and Tastykake. Learn more at www.flowersfoods.com.
Investor Contact: Eric Jacobson, InvestorRelations@flocorp.com
Media Contact: http://flowersfoods.com/contact/
Forward-Looking Statements
Statements contained in this press release and certain other written or oral statements made from time to time by Flowers Foods, Inc. (the “company”, “Flowers Foods”, “Flowers”, “us”, “we”, or “our”) and its representatives that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to current expectations regarding our business, management transition and our future financial condition and results of operations and are often identified by the use of words and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” “would,” “is likely to,” “is expected to” or “will continue,” or the negative of these terms or other comparable terminology. These forward-looking statements are based upon assumptions we believe are reasonable. Forward-looking statements are based on current information and are subject to risks and uncertainties that could cause our actual results to differ materially from those projected.
Certain factors that may cause actual results, performance, liquidity, and achievements to differ materially from those projected are discussed in our Annual Report on Form 10-K for the year ended December 28, 2024 (the “Form 10-K”) and our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) and may include, but are not limited to, (a) risks related to the management transition, (b) unexpected changes in any of the following: (1) general economic and business conditions; (2) the competitive setting in which we operate, including advertising or promotional strategies by us or our competitors, as well as changes in consumer demand; (3) interest rates and other terms available to us on our borrowings; (4) supply chain conditions and any related impact on energy and raw materials costs and availability and hedging counter-party risks; (5) relationships with or increased costs related to our employees and third-party service providers; (6) laws and regulations (including environmental and health-related issues and the impacts of tariffs); and (7) accounting standards or tax rates in the markets in which we operate, (c) the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our products, (d) changes in consumer behavior, trends and preferences, including health and whole grain trends, and the movement toward less expensive store branded products, (e) the level of success we achieve in developing and introducing new products and entering new markets, (f) our ability to implement new technology and customer requirements as required, (g) our ability to operate existing, and any new, manufacturing lines according to schedule, (h) our ability to implement and achieve our corporate responsibility goals in accordance with regulatory requirements and the expectations of our stakeholders, suppliers, and customers; (i) our ability to execute our business strategies which may involve, among other things, (1) the ability to realize the intended benefits of completed, planned or contemplated acquisitions, dispositions or joint ventures, such as the acquisition of Simple Mills, (2) the deployment of new systems (e.g., our enterprise resource planning (“ERP”) system), distribution channels and technology, and (3) an enhanced organizational structure (e.g., our sales and supply chain reorganization), (j) consolidation within the baking industry and related industries, (k) changes in pricing, customer and consumer reaction to pricing actions (including decreased volumes), and the pricing environment among competitors within the industry, (l) our ability to adjust pricing to offset, or partially offset, inflationary pressure or tariffs on the cost of our products, including ingredient and packaging costs; (m) disruptions in our direct-store-delivery distribution model, including litigation or an adverse ruling by a court or regulatory or governmental body that could affect the independent contractor classifications of the independent distributor partners (“IDPs”), and changes to our direct-store-delivery distribution model in California, (n) increasing legal complexity and legal proceedings that we are or may become subject to, (o) labor shortages and turnover or increases in employee and employee-related costs, (p) the credit, business, and legal risks associated with IDPs and customers, which operate in the highly competitive retail food and foodservice industries, (q) any business disruptions due to political instability, pandemics, armed hostilities, incidents of terrorism, natural disasters, labor strikes or work stoppages, technological breakdowns, product contamination, product recalls or safety concerns related to our products, or the responses to or repercussions from any of these or similar events or conditions and our ability to insure against such events, (r) the failure of our information technology systems to perform adequately, including any interruptions, intrusions, cyber-attacks or security breaches of such systems or risks associated with the implementation of the upgrade of our ERP system; and (s) the potential impact of climate change on the company, including physical and transition risks, our availability or restriction of resources, higher regulatory and compliance costs, reputational risks, and our availability of capital on attractive terms. The foregoing list of important factors does not include all such factors, nor does it necessarily present them in order of importance. In addition, you should consult other disclosures made by the company (such as in our other filings with the SEC or in company press releases) for other factors that may cause actual results to differ materially from those projected by the company. Refer to Part I, Item 1A., Risk Factors, of our Form 10-K, Part II, Item 1A., Risk Factors, of the Form 10-Q for the quarter ended July 12, 2025 and subsequent filings with the SEC for additional information regarding factors that could affect the company’s results of operations, financial condition and liquidity. We caution you not to place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain. The company undertakes no obligation to publicly revise or update such statements, except as required by law. You are advised, however, to consult any further public disclosures by the company (such as in our filings with the SEC or in company press releases) on related subjects.