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FLOWERS FOODS INC

For the period ended Apr 25, 2026. Filed May 21, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Apr 25, 2026 · Filed May 21, 2026

FLO$6.45+0.8%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

As originally announced on December 19, 2002, and subsequently increased, our Board of Directors had approved a plan that authorized share repurchases of up to 74.6 million shares. On May 26, 2022, the company announced that the Board of Directors increased the company's share repurchase authorization by 20.0 million shares. Under the share repurchase plan, the company may repurchase its common stock in open market or privately negotiated transactions or under an accelerated share repurchase program at such times and at such prices as determined to be in the company’s best interest. These repurchases may be commenced or suspended without prior notice depending on then-existing business or market conditions and other factors.

During the sixteen weeks ended April 25, 2026, 378,398 shares, at a cost of $3.8 million, were repurchased under the share repurchase plan. From the inception of the share repurchase plan through April 25, 2026, 73.7 million shares, at a cost of $765.3 million, have been repurchased. The company currently has 20.9 million shares remaining available for repurchase under the share repurchase plan. The table below sets forth the common stock repurchased by the company during the sixteen weeks ended April 25, 2026 (amounts in thousands, except share price data):

Period · Total Numberof SharesPurchased · WeightedAverage PricePer Share · Total Number ofShares Purchasedas Part ofPublicly AnnouncedPlans or Programs · Maximum Numberof Shares thatMay Yet BePurchased Underthe Plans orPrograms
January 4, 2026 — January 31, 2026203*$10.32203*21,047
February 1, 2026 — February 28, 2026175*9.65175*20,872
March 1, 2026 — March 28, 2026———20,872
March 29, 2026 — April 25, 2026———20,872
Total378$10.01378
* These shares were acquired to satisfy employees’ tax withholding and payment obligations in connection with the vesting of restricted stock awards, which are repurchased by the company based on the fair market value on the vesting date.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.