10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 25, 2026

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-16247

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

Georgia	58-2582379
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification Number)

1919 FLOWERS CIRCLE, THOMASVILLE, Georgia

(Address of principal executive offices)

31757

(Zip Code)

(229)-226-9110

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	FLO	NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 15, 2026, the registrant had 211,993,230 shares of common stock, $0.01 par value per share, outstanding.

FLOWERS FOODS, INC.

INDEX

			PAGE<br><br>NUMBER
PART I. Financial Information			4
	Item 1.	Financial Statements (Unaudited)	4
		Condensed Consolidated Balance Sheets as of April 25, 2026 and January 3, 2026	4
		Condensed Consolidated Statements of Income for the Sixteen Weeks Ended April 25, 2026 and April 19, 2025	5
		Condensed Consolidated Statements of Comprehensive Income for the Sixteen Weeks Ended April 25, 2026 and April 19, 2025	6
		Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Sixteen Weeks Ended April 25, 2026 and April 19, 2025	7
		Condensed Consolidated Statements of Cash Flows for the Sixteen Weeks Ended April 25, 2026 and April 19, 2025	8
		Notes to Condensed Consolidated Financial Statements (unaudited)	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
	Item 4.	Controls and Procedures	38
PART II. Other Information			39
	Item 1.	Legal Proceedings	39
	Item 1A.	Risk Factors	39
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
	Item 3.	Defaults Upon Senior Securities	39
	Item 4.	Mine Safety Disclosures	39
	Item 5.	Other Information	39
	Item 6.	Exhibits	40
Signatures			41

Forward-Looking Statements

Statements contained in this filing 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 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 this Quarterly Report on Form 10-Q (this “Form 10-Q”) and may include, but are not limited to:

• unexpected changes in any of the following: (i) general economic and business conditions; (ii) the competitive setting in which we operate, including advertising or promotional strategies by us or our competitors, as well as changes in consumer demand; (iii) interest rates and other terms available to us on our borrowings; (iv) supply chain conditions and any related impact on energy and raw materials costs and availability and hedging counter-party risks; (v) relationships with or increased costs related to our employees and third-party service providers; (vi) laws and regulations (including environmental and health-related issues and the impacts of tariffs, including retaliatory tariffs); and (vii) accounting standards or tax rates in the markets in which we operate;

• the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our products;

• changes in consumer behavior, trends and preferences, including health and whole grain trends and consumer buying habits, the movement toward less expensive store branded products, and the continued reduction of purchases in the fresh packaged bread category;

• the level of success we achieve in developing and introducing new products and entering new markets;

• our ability to implement new technology and customer requirements as required;

• our ability to operate existing, and any new, manufacturing lines according to schedule;

• our ability to implement and achieve our corporate responsibility goals in accordance with regulatory requirements and the expectations of our stakeholders, suppliers, and customers;

• our ability to execute our business strategies which may involve, among other things, (i) the ability to realize the intended benefits of completed, planned or contemplated acquisitions, dispositions or joint ventures, such as the acquisition of Simple Mills, (ii) the deployment of new systems (e.g., our enterprise resource planning ("ERP") system), distribution channels and technology, and (iii) an enhanced organizational structure (e.g., our sales and supply chain reorganization);

• consolidation within the baking industry and related industries;

• changes in pricing, customer and consumer reaction to pricing actions (including decreased volumes), and the pricing environment among competitors within the industry;

• our ability to adjust pricing to offset, or partially offset, inflationary pressure or tariffs (including retaliatory tariffs) on the cost of our products, including ingredient and packaging costs;

• 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;

• increasing legal complexity and legal proceedings that we are or may become subject to;

• labor shortages and turnover or increases in employee and employee-related costs;

• the credit, business, and legal risks associated with IDPs and customers, which operate in the highly competitive retail food and foodservice industries;

• 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;

• the failure of our information technology (“IT”) 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

• 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 Securities and Exchange Commission (“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 Annual Report on Form 10-K for the year ended January 3, 2026 (the “Form 10-K”) and Part II, Item 1A., Risk Factors, of this Form 10-Q 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.

We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products and the formulations for such products. Solely for convenience, some of the trademarks, trade names and copyrights referred to in this Form 10-Q are listed without the © , ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, trade names and copyrights.

FLOWERS FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(Unaudited)

	For the Sixteen Weeks Ended
	April 25, 2026			April 19, 2025
Net sales	$	1,571,577		$	1,554,230
Materials, supplies, labor and other production costs (exclusive<br>   of depreciation and amortization shown separately below)		795,389			778,346
Selling, distribution and administrative expenses		642,934			633,513
Depreciation and amortization		51,790			49,268
Plant closure costs and impairment of assets		—			7,397
Restructuring charges		1,652			573
Income from operations		79,812			85,133
Interest expense		24,660			19,674
Interest income		(5,026	)		(5,626	)
Other components of net periodic pension and postretirement<br>   benefit plans cost (credit)		118			(117	)
Income before income taxes		60,060			71,202
Income tax expense		18,005			18,204
Net income	$	42,055		$	52,998
Net income per common share:
Basic:
Net income per common share	$	0.20		$	0.25
Weighted average shares outstanding		211,870			211,194
Diluted:
Net income per common share	$	0.20		$	0.25
Weighted average shares outstanding		212,577			212,138
Cash dividends paid per common share	$	0.2475		$	0.2400

(See Accompanying Notes to Condensed Consolidated Financial Statements)

FLOWERS FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

(Unaudited)

	For the Sixteen Weeks Ended
	April 25, 2026		April 19, 2025
Net income	$	42,055	$	52,998
Other comprehensive income, net of tax:
Pension and postretirement plans, net of tax		41		(91	)
Derivative instruments, net of tax		2,831		(1,575	)
Other comprehensive income, net of tax		2,872		(1,666	)
Comprehensive income	$	44,927	$	51,332

(See Accompanying Notes to Condensed Consolidated Financial Statements)

FLOWERS FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Amounts in thousands, except share data)

(Unaudited)

				Capital in						Accumulated
				Excess						Other			Treasury Stock
		Par<br>Value		of Par<br>Value			Retained<br>Earnings			Comprehensive<br>Income			Number of<br>Shares			Cost			Total
Balances at January 3, 2026	228,729,585	$	199	$	730,145		$	852,074		$	(1,127	)		(17,551,360	)	$	(277,804	)	$	1,303,487
Net income								42,055												42,055
Derivative instruments, net of tax											2,831									2,831
Pension and postretirement    plans, net of tax											41									41
Amortization of stock-based   compensation awards					12,249															12,249
Time-based restricted stock units issued					(8,888	)								561,474			8,888			—
Performance-contingent restricted stock   awards issued					(7,527	)								477,648			7,527			—
Issuance of deferred stock awards					(2,361	)								150,283			2,361			—
Share repurchases														(378,398	)		(3,787	)		(3,787	)
Dividends paid on vested   stock-based payment awards								(2,229	)											(2,229	)
Dividends paid — 0.2475 per   common share								(52,201	)											(52,201	)
Balances at April 25, 2026	228,729,585	$	199	$	723,618		$	839,699		$	1,745			(16,740,353	)	$	(262,815	)	$	1,302,446

All values are in US Dollars.

				Capital in						Accumulated
				Excess						Other			Treasury Stock
		Par<br>Value		of Par<br>Value			Retained<br>Earnings			Comprehensive<br>Income			Number of<br>Shares			Cost			Total
Balances at December 28, 2024	228,729,585	$	199	$	711,539		$	977,555		$	6,830			(18,132,027	)	$	(286,009	)	$	1,410,114
Net income								52,998												52,998
Derivative instruments, net of tax											(1,575	)								(1,575	)
Pension and postretirement    plans, net of tax											(91	)								(91	)
Amortization of stock-based   compensation awards					12,001															12,001
Issuance of deferred compensation					(13	)								840			13			—
Time-based restricted stock units issued					(6,243	)								395,738			6,243			—
Performance-contingent restricted stock   awards issued					(6,440	)								407,340			6,440			—
Issuance of deferred stock awards					(248	)								15,714			248			—
Share repurchases														(286,980	)		(5,499	)		(5,499	)
Dividends paid on vested   stock-based payment awards								(1,652	)											(1,652	)
Dividends paid — .2400 per    common share								(50,671	)											(50,671	)
Balances at April 19, 2025	228,729,585	$	199	$	710,596		$	978,230		$	5,164			(17,599,375	)	$	(278,564	)	$	1,415,625

All values are in US Dollars.

(See Accompanying Notes to Condensed Consolidated Financial Statements)

FLOWERS FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	For the Sixteen Weeks Ended
	April 25, 2026			April 19, 2025
CASH FLOWS PROVIDED BY (DISBURSED FOR) OPERATING ACTIVITIES:
Net income	$	42,055		$	52,998
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		12,249			12,001
Loss (gain) reclassified from accumulated other comprehensive income to net income		434			(426	)
Depreciation and amortization		51,790			49,268
Deferred income taxes		16,945			5,806
Impairment of assets		—			5,495
Provision for inventory obsolescence		1,722			2,501
Allowances for accounts receivable		1,878			1,932
Pension and postretirement plans cost		426			127
Other		1,044			431
Changes in operating assets and liabilities, net of acquisitions and disposals:
Accounts receivable		(25,787	)		(7,999	)
Inventories		407			(18,185	)
Hedging activities		4,056			6,508
Accounts payable		17,909			55,223
Other assets and accrued liabilities		(17,271	)		(30,046	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		107,857			135,634
CASH FLOWS (DISBURSED FOR) PROVIDED BY INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(20,623	)		(25,556	)
Repurchase of independent distribution rights, net of principle payments from notes receivable		608			(18,854	)
Acquisition of business, net of cash acquired		—			(791,880	)
Other investing activities		382			276
NET CASH DISBURSED FOR INVESTING ACTIVITIES		(19,633	)		(836,014	)
CASH FLOWS (DISBURSED FOR) PROVIDED BY FINANCING ACTIVITIES:
Dividends paid, including dividends on stock-based payment awards		(54,430	)		(52,323	)
Stock repurchases		(3,787	)		(5,499	)
Change in bank overdrafts		3,194			(5,967	)
Proceeds from debt borrowings		50,900			843,780
Debt obligation payments		(82,900	)		(67,200	)
Payments on financing leases		(15	)		(20	)
Payments for financing fees		(1,767	)		(10,056	)
NET CASH (DISBURSED FOR) PROVIDED BY FINANCING ACTIVITIES		(88,805	)		702,715
Net (decrease) increase in cash and cash equivalents		(581	)		2,335
Cash and cash equivalents at beginning of period		12,100			5,005
Cash and cash equivalents at end of period	$	11,519		$	7,340

(See Accompanying Notes to Condensed Consolidated Financial Statements)

FLOWERS FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

BASIS OF ACCOUNTING — The accompanying unaudited Condensed Consolidated Financial Statements of Flowers Foods, Inc. (the “company”, “Flowers Foods”, “Flowers”, “us”, “we”, or “our”) have been prepared by the company’s management in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and applicable rules and regulations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the unaudited Condensed Consolidated Financial Statements included herein contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the company’s financial position, results of operations and cash flows. The results of operations for the sixteen weeks ended April 25, 2026 and April 19, 2025 are not necessarily indicative of the results to be expected for a full fiscal year. The Condensed Consolidated Balance Sheet at January 3, 2026 has been derived from the audited financial statements at that date but does not contain all of the footnote disclosures required by GAAP for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K.

PLANT CLOSURE COSTS AND IMPAIRMENT OF ASSETS — On February 12, 2025, the company announced the closure of its Bailey Street Bakery located in Atlanta, Georgia. The bakery produced bread and bun products and ceased production on April 16, 2025. This bakery closure is part of our strategy to optimize capacity within our supply chain. Closure costs included asset impairment charges and equipment relocation costs of $6.1 million and severance costs of $1.3 million and were recorded in the first quarter of Fiscal 2025. In the second quarter of Fiscal 2025, the company classified the bakery as held for sale.

ESTIMATES — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The company believes the following critical accounting estimates affect its more significant judgments and estimates used in the preparation of its consolidated financial statements: revenue recognition, derivative financial instruments, valuation of long-lived assets, goodwill and other intangible assets, leases, self-insurance reserves, income tax expense and accruals, postretirement plans, stock-based compensation, and commitments and contingencies. These estimates are summarized in our Form 10-K.

REPORTING PERIODS — Fiscal Year End. Our fiscal year ends on the Saturday nearest December 31, resulting in a 53rd reporting week every five or six years. Our internal financial results and key performance indicators are reported on a weekly calendar basis to ensure the same numbers of Saturdays and Sundays in comparable months and to allow for a consistent four-week progression analysis. The company has elected the first quarter to report the extra four-week period. As such, our quarters are divided as follows:

Quarter	Number of Weeks
First Quarter	Sixteen
Second Quarter	Twelve
Third Quarter	Twelve
Fourth Quarter	Twelve (or Thirteen in fiscal years with an extra week)

Accordingly, interim results may not be indicative of subsequent interim period results, or comparable to prior or subsequent interim period results, due to differences in the lengths of the interim periods.

Fiscal 2026 consists of 52 weeks, with the company’s quarterly reporting periods as follows: first quarter ended April 25, 2026 (sixteen weeks), second quarter ending July 18, 2026 (twelve weeks), third quarter ending October 10, 2026 (twelve weeks) and fourth quarter ending January 2, 2027 (twelve weeks). The last 53-week year was our Fiscal 2025. REPORTING SEGMENT — The company has identified two operating segments based on how business activities are managed and evaluated, legacy Flowers Foods and Simple Mills. Simple Mills qualifies as an operating segment as it meets the criteria for being a business and has discrete financial information available that is regularly reviewed by the chief executive officer (the "CEO"), who is the chief operating decision maker (the "CODM"), to assess the performance and allocate resources. As Simple Mills shares similar economic characteristics with legacy Flowers Foods, we aggregate Simple Mills and legacy Flowers Foods as one operating segment for the purpose of determining our one reportable segment.

BUSINESS PROCESS IMPROVEMENT COSTS — In the second half of Fiscal 2020, we launched initiatives to transform our business operations, which include an upgrade of our information system, as well as investments in e-commerce, autonomous planning, and our “bakery of the future” initiatives. These costs may be expensed as incurred, capitalized, recognized as a cloud computing arrangement, or recognized as a prepaid service contract. The expensed portion of these direct costs incurred related to these initiatives

was $1.2 million and $0.9 million for the sixteen weeks ended April 25, 2026 and April 19, 2025, respectively. These costs are reflected in the selling, distribution and administrative expenses line item of the Condensed Consolidated Statements of Income. Costs from previously capitalized, cloud computing arrangements, or prepaid service contracts are recognized in operating costs and are not included in the business process improvement costs above.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently adopted accounting pronouncements

On July 30, 2025, the FASB issued ASU 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets". The FASB issued the ASU to amend ASC 236-20 to provide a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The Board developed the guidance to address concerns from stakeholders that estimating expected credit losses can be costly and complex for such transactions. The company adopted the ASU as of January 4, 2026, the beginning of our Fiscal 2026. The company has not elected to use the practical expedient. The adoption of this ASU did not impact our financial statements.

Accounting pronouncements not yet adopted

On December 17, 2025, the FASB issued ASU 2025-12, "Codification Improvements" which facilitates Codification updates for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The company is determining the impact on our business.

On November 25, 2025, the FASB issued ASU 2025-09, "Derivatives and Hedging (TOPIC 815): Hedge Accounting Improvements". In 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, to better portray the economic results of an entity’s risk management activities in its financial statements and to make certain targeted improvements to simplify the application of the hedge accounting guidance. After the issuance of Update 2017-12, stakeholders asked the Board to clarify certain aspects of the amendments of that Update. In 2019, the Board issued a proposed Accounting Standards Update, Derivatives and Hedging (Topic 815): Codification Improvements to Hedge Accounting, to clarify certain areas of the guidance to better align with the objective articulated in Update 2017-12. Stakeholders indicated that the amendments in the 2019 proposed Update would not sufficiently resolve certain issues. In addition, in response to the 2021 Invitation to Comment, Agenda Consultation, stakeholders identified several areas of the hedge accounting guidance requiring further updates to address the effects of reference rate reform on hedge accounting. The company is determining the impact on our business.

On September 18, 2025, the FASB issued ASU 2025-06, "Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-use Software" which modernizes the accounting for software costs that are accounted for under Subtopic 350-40. The amendments in the update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The company is determining the impact on our business.

On November 4, 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures" which improves the disclosures about a public business entity's expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The company is determining the impact on our business.

We have reviewed other recently issued accounting pronouncements and concluded that either they are not applicable to our business, or no material effect is expected upon future adoption

3. RESTRUCTURING ACTIVITIES

During the first quarter of Fiscal 2025, we began a review of our cost-to-serve focused on improving efficiencies and identifying cost reduction opportunities. Based on this review, we announced a restructuring program in the third quarter of Fiscal 2025 and incurred costs for employee termination benefits related to a reduction-in-force ("RIF"). In the fourth quarter of Fiscal 2025, we expanded the scope to include a comprehensive review of our brands, operations, and financial strategy. Although this review is ongoing, it resulted in the impairment of two regional brands in the fourth quarter of Fiscal 2025. This aligns with our strategy to optimize our brand portfolio and invest in our national brands and key product categories. In the first quarter of Fiscal 2026, we incurred additional RIF-related costs. The company also incurred consulting costs associated with these restructuring activities during the sixteen weeks ended April 25, 2026

and April 19, 2025, respectively, and these costs are included in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income. This review is ongoing and we anticipate additional restructuring charges and related implementation costs in subsequent quarters; however, we are unable to estimate the timing or cost at this time.

The tables below present the components of costs associated with the restructuring programs detailed above (amounts in thousands):

	For the Sixteen Weeks Ended		For the Sixteen Weeks Ended
	April 25, 2026		April 19, 2025
Restructuring charges:
RIF (1)	$	1,652	$	573
Restructuring-related implementation costs (2)		8,227		4,288
Total restructuring charges and related<br>   implementation costs	$	9,879	$	4,861

• Presented in the restructuring charges line item of our Condensed Consolidated Statements of Income.
• Costs are recorded in the selling, distribution and administrative expenses line item of our Condensed Consolidated Statements of Income.

The table below presents the components of, and changes in, our restructuring accruals (amounts in thousands):

	RIF
Liability balance at January 3, 2026	$	750
Charges		1,652
Cash payments		(839	)
Liability balance at April 25, 2026	$	1,563

4. SEGMENTS

Our CODM evaluates operating performance based on net income adjusted for items impacting comparability as detailed below. The CODM uses adjusted net income for the annual budgeting and monthly forecasting process. The CODM considers budget-to-current forecast and prior forecast-to-current forecast variances for adjusted net income on a period basis for evaluating performance and making decisions about allocating capital and other resources.

Detailed below are expense items impacting comparability in the adjusted reports used by the CODM (amounts in thousands):

	For the Sixteen Weeks Ended				Footnote
	April 25, 2026		April 19, 2025		Disclosure
Business process improvement costs	$	1,241	$	891	Note 1
Restructuring charges		1,652		573	Note 3
Restructuring-related implementation costs		8,227		4,288	Note 3
Plant closure costs and impairment of assets		—		7,397	Note 1
Acquisition and integration-related costs		1,897		13,764	Note 5
Legal settlements and related costs		14,400		697	Note 16
	$	27,417	$	27,610

Our single reportable segment net sales, net income, and significant expenses are as follows (amounts in thousands):

	For the Sixteen Weeks Ended
	April 25, 2026			April 19, 2025
Net sales	$	1,571,577		$	1,554,230
Materials, supplies, labor and other production costs<br>   (exclusive of depreciation and amortization)
Ingredients		359,099			382,628
Workforce-related costs		231,691			227,912
Packaging		56,882			58,695
Other(1)		147,717			109,111
Total materials, supplies, labor and other production costs<br>   (exclusive of depreciation and amortization)		795,389			778,346
Selling, distribution, and administrative expenses
Workforce-related costs		211,708			202,658
Distributor distribution fees		180,664			192,927
Other(2)		250,562			237,928
Total selling, distribution, and administrative expenses		642,934			633,513
Depreciation		40,690			38,666
Amortization		11,076			10,581
Right-of-use financing lease amortization		24			21
Plant closure costs and impairment of assets		—			7,397
Restructuring charges		1,652			573
Interest expense		24,660			19,674
Interest income		(5,026	)		(5,626	)
Other components of net periodic pension and postretirement<br>   benefits credit		118			(117	)
Income before income taxes		60,060			71,202
Income tax expense		18,005			18,204
Net income	$	42,055		$	52,998

• The Other line item includes outside purchases of product, utilities, repairs and maintenance, rent, and other production costs.
• The Other line item includes transportation, marketing, legal, consulting, rent, computer maintenance, and other overhead expenses.

5. ACQUISITION

On February 21, 2025, we completed the acquisition of 100% of the equity interests of Purposeful Foods Holdings, Inc., the parent company of Simple Mills, Inc., for total consideration of $846.2 million, which includes $15.5 million payable to the sellers upon realization of certain tax benefits acquired as part of the transaction. Simple Mills, a market-leading natural brand offering premium better-for-you crackers, cookies, snack bars, and baking mixes, expands the company's presence in the better-for-you snacking category. The acquisition has been accounted for as a business combination. The total goodwill recorded for the acquisition was $367.2 million and is not deductible for tax purposes. The following table summarizes the fair value of purchase consideration paid for Simple Mills and the allocation of the purchase consideration to the assets acquired and liabilities assumed based on their estimated fair value. When relevant information was obtained, resulting changes to our provisional purchase price allocation were adjusted to reflect new information obtained about the facts and circumstances that existed as of the respective acquisition date that, if known, would have affected the measurement of the amounts recognized as of those dates. We recognized a $19.0 million goodwill measurement period adjustment related to the valuation of trademarks and customer relationships, deferred taxes and assumed liabilities during the second quarter of Fiscal 2025. Additionally, the company recorded an immaterial purchase price adjustment during the third quarter of Fiscal 2025. During the first quarter of Fiscal 2026, the company recorded a $0.7 million goodwill measurement period adjustment related to deferred taxes for the final income tax returns and finalized the purchase accounting. These measurement period adjustments are reflected in the 'measurement period

adjustments' column below. The impact to the amortization expense on the Condensed Consolidated Statements of Income is immaterial for the sixteen weeks ended April 19, 2025 (amounts in thousands):

	Initial Preliminary<br>Allocation		Measurement Period<br>Adjustments			Updated<br>Allocation
Fair value of consideration transferred:
Cash consideration paid at closing	$	830,713	$	—		$	830,713
Payable to seller		17,824		(2,299	)		15,525
Total consideration	$	848,537	$	(2,299	)	$	846,238
Recognized amounts of identifiable assets<br>   acquired and liabilities assumed:
Cash and cash equivalents	$	38,833	$	—		$	38,833
Accounts receivable, net of allowances		18,065		—			18,065
Inventories		19,612		(101	)		19,511
Property, plant, and equipment		1,729		13			1,742
Operating lease right-of-use assets		1,668		—			1,668
Customer relationships		173,100		4,700			177,800
Trademarks - indefinite-lived		334,300		21,100			355,400
Other financial assets		1,936		—			1,936
Total identifiable assets acquired	$	589,243	$	25,712		$	614,955
Current maturities of operating leases		1,172		—			1,172
Accounts payable		14,702		(237	)		14,465
Other financial liabilities		7,621		281			7,902
Deferred income taxes, net		104,098		8,303			112,401
Total liabilities assumed	$	127,593	$	8,347		$	135,940
Total identifiable net assets acquired	$	461,650	$	17,365		$	479,015
Goodwill	$	386,887	$	(19,664	)	$	367,223

Property, plant and equipment in the table above includes machinery and equipment and leasehold improvements.

The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods):

	Total		Amortization years	Amortization Method
Customer relationships	$	177,800	17	Straight-line
Trademarks		355,400	Indefinite	N/A
Total intangible assets	$	533,200

Acquisitions Pro Forma

Simple Mills contributed net sales of $24.3 million and net loss of $4.2 million, which includes interest and amortization expense, net of tax impact, for the sixteen weeks ended April 19, 2025. The following table provides the supplemental pro forma net sales and net income of the combined entity had the acquisition date of Simple Mills been December 31, 2023, the first day of Fiscal 2024 (amounts in thousands):

	For the Sixteen Weeks Ended
		April 19, 2025
Net sales		$	1,590,117
Net income attributable to Flowers Foods		$	58,711

We incurred acquisition costs (including integration costs) of $1.9 million and $13.8 million during the sixteen weeks ended April 25, 2026 and April 19, 2025, respectively, related to the acquisition. These costs are reflected in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income. The costs for the prior year period are reflected in the pro forma net income in the table above. The pro forma financial information also includes the following adjustments (net of tax based on statutory rates) related to the acquisition: amortization of the intangible assets and interest expense for the additional

indebtedness incurred to finance the acquisition that would not have been incurred without the transaction. These adjustments increased the pro forma net income attributable to Flowers Foods by $4.4 million for the sixteen weeks ended April 19, 2025.

6. LEASES

The company’s leases consist of the following types of assets: two bakeries, corporate office space, warehouses, bakery equipment, and transportation equipment. See below for the quantitative disclosures for our leases:

The following table details lease modifications and renewals and lease terminations (amounts in thousands):

	For the Sixteen Weeks Ended
	April 25, 2026		April 19, 2025
Lease modifications and renewals	$	5,062	$	6,980
Lease terminations	$	393	$	55

The lease modifications and renewals for the sixteen weeks ended April 25, 2026 and April 19, 2025 include renewals of multiple warehouses.

Lease costs incurred by lease type, and/or type of payment, and other supplemental quantitative disclosures as of and for the sixteen weeks ended April 25, 2026 and April 19, 2025 were as follows (amounts in thousands):

	For the Sixteen Weeks Ended
	April 25, 2026		April 19, 2025
Lease cost:
Amortization of right-of-use assets	$	24	$	21
Interest on lease liabilities		3		2
Operating lease cost		28,522		27,806
Short-term lease cost		5,145		3,669
Variable lease cost		9,209		11,972
Total lease cost	$	42,903	$	43,470

7. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”)

The company’s total comprehensive income presently consists of net income, adjustments for our derivative financial instruments accounted for as cash flow hedges, and various pension and other postretirement benefit related items.

During the sixteen weeks ended April 25, 2026 and April 19, 2025, reclassifications out of AOCI were as follows (amounts in thousands):

	Amount Reclassified from AOCI
	For the Sixteen Weeks Ended						Affected Line Item in the Statement
Details about AOCI Components (Note 2)	April 25, 2026			April 19, 2025			Where Net Income is Presented
Derivative instruments:
Interest rate contracts	$	281		$	226		Interest expense
Commodity contracts		(434	)		426		Cost of sales, Note 3
Total before tax		(153	)		652		Total before tax
Tax benefit (expense)		38			(163	)	Income tax expense
Total net of tax		(115	)		489		Net of tax
Pension and postretirement plans:
Prior-service credits		(106	)		64		Note 1
Actuarial gain		51			58		Note 1
Total before tax		(55	)		122		Total before tax
Tax expense		14			(31	)	Income tax expense
Total net of tax		(41	)		91		Net of tax
Total reclassifications	$	(156	)	$	580		Net of tax

Note 1: These items are included in the computation of net periodic pension cost and are reported in the other components of net periodic pension and postretirement benefit plans cost (credit) line item on the Condensed Consolidated Statements of Income. See Note 19, Postretirement Plans, for additional information.

Note 2: Amounts in parentheses indicate debits to determine net income.

Note 3: Amounts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.

During the sixteen weeks ended April 25, 2026, changes to AOCI, net of income tax, by component were as follows (amounts in thousands and parentheses denote a debit balance):

	Cash Flow<br>Hedge Items		Defined<br>Benefit Pension<br>Plan Items			Total
AOCI at January 3, 2026	$	3,868	$	(4,995	)	$	(1,127	)
Other comprehensive income before reclassifications		2,716		—			2,716
Reclassified to earnings from AOCI		115		41			156
AOCI at April 25, 2026	$	6,699	$	(4,954	)	$	1,745

During the sixteen weeks ended April 19, 2025, changes to AOCI, net of income tax, by component were as follows (amounts in thousands and parentheses denote a debit balance):

	Cash Flow<br>Hedge Items			Defined<br>Benefit Pension<br>Plan Items			Total
AOCI at December 28, 2024	$	7,087		$	(257	)	$	6,830
Other comprehensive income before reclassifications		(1,086	)		—			(1,086	)
Reclassified to earnings from AOCI		(489	)		(91	)		(580	)
AOCI at April 19, 2025	$	5,512		$	(348	)	$	5,164

Amounts reclassified out of AOCI to net income that relate to commodity contracts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. The following table presents the net of tax amount reclassified from AOCI for our commodity contracts (amounts in thousands and positive value indicates credits to determine net income):

	For the Sixteen Weeks Ended
	April 25, 2026			April 19, 2025
Gross gain (loss) reclassified from AOCI into net income	$	(434	)	$	426
Tax benefit		108			(106	)
Net of tax	$	(326	)	$	320

8. INTANGIBLE ASSETS

Aggregate amortization expense of intangible assets for the sixteen weeks ended April 25, 2026 and April 19, 2025 was as follows (amounts in thousands):

	Amortization<br>Expense
For the sixteen weeks ended April 25, 2026	$	11,076
For the sixteen weeks ended April 19, 2025	$	10,581

Estimated amortization of intangible assets for each of the next five years is as follows (amounts in thousands):

	Amortization of<br>Intangibles
Remainder of 2026	$	23,614
2027	$	33,052
2028	$	31,423
2029	$	29,222
2030	$	28,125

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

The company financed approximately 2,500 IDPs’ distribution rights as of April 25, 2026 and January 3, 2026, all with varied financial histories and credit risks. Interest income recognized by the company mostly relates to these notes receivable.

At April 25, 2026 and January 3, 2026, respectively, the carrying value of the distributor notes receivable was as follows (amounts in thousands):

	April 25, 2026			January 3, 2026
Distributor notes receivable	$	129,263		$	130,723
Less: current portion of distributor notes receivable recorded in<br>   accounts and notes receivable, net		(21,035	)		(22,241	)
Long-term portion of distributor notes receivable	$	108,228		$	108,482

The fair value of the company’s variable rate debt at April 25, 2026 approximates the recorded value. The fair value of the company's senior notes, as discussed in Note 14, Debt and Other Obligations, of this Form 10-Q, are estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements and are considered a Level 2 valuation. The fair value of the senior notes are presented in the table below (amounts in thousands, except level classification):

	Carrying Value		Fair Value		Level
3.500% senior notes due 2026 ("2026 notes")	$	399,753	$	398,392	2
2.400% senior notes due 2031 ("2031 notes")	$	496,421	$	432,113	2
5.750% senior notes due 2035 ("2035 notes")	$	494,952	$	486,994	2
6.200% senior notes due 2055 ("2055 notes")	$	294,646	$	251,296	2

For fair value disclosure information about our derivative assets and liabilities and an explanation of the level classifications are in Note 10, Derivative Financial Instruments.

10. DERIVATIVE FINANCIAL INSTRUMENTS

The company measures the fair value of its derivative portfolio by using the price that would be received to sell an asset or paid to transfer a liability in the principal market for that asset or liability. These measurements are classified into a hierarchy by the inputs used to perform the fair value calculation as follows:

Level 1: Fair value based on unadjusted quoted prices for identical assets or liabilities at the measurement date

Level 2: Modeled fair value with model inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: Modeled fair value with unobservable model inputs that are used to estimate the fair value of the asset or liability

Commodity Risk

The company enters into commodity derivatives designated as cash-flow hedges of existing or future exposure to changes in commodity prices. The company’s primary raw materials are flour, sweeteners and shortening, along with pulp, paper and petroleum-based packaging products. Natural gas, which is used as oven fuel, and diesel fuel are also important commodity inputs. All of the company’s commodity derivatives are Level 1 assets and liabilities as of April 25, 2026 and January 3, 2026.

The positions held in the portfolio are used to hedge economic exposure to changes in various raw material prices and effectively fix, or limit increases in, prices for a period extending into Fiscal 2027. These instruments are designated as cash-flow hedges. The change in the fair value for these derivatives is reported in AOCI. All the company-held commodity derivatives at April 25, 2026 and January 3, 2026, respectively, qualified for hedge accounting.

Interest Rate Risk

The company's hedge portfolio did not contain any interest derivatives as of April 25, 2026 and January 3, 2026.

During the first quarter of Fiscal 2025, the company closed interest rate swaps previously entered into to protect the company against adverse fluctuations in interest rates with a cash settlement net receipt of $4.2 million. These swaps were designated as a cash flow hedge and the deferred amount reported in AOCI is being reclassified to interest expense as interest payments are made on the notes through maturity date.

The company previously entered into treasury rate locks at the time we executed the 2031 notes and 2026 notes. These rate locks were designated as a cash flow hedge and the fair value at termination was deferred in AOCI. The deferred amount reported in AOCI is being reclassified to interest expense as interest payments are made on the related notes through the maturity date.

Derivative Assets and Liabilities

The company has the following derivative instruments located on the Condensed Consolidated Balance Sheets, which are utilized for the risk management purposes detailed above (amounts in thousands):

	Derivative Assets						Derivative Liabilities
	April 25, 2026			January 3, 2026			April 25, 2026			January 3, 2026
Derivatives Designated as<br>Hedging Instruments	Balance <br>Sheet<br>Location	Fair Value		Balance<br>Sheet<br>Location	Fair Value		Balance<br>Sheet<br>Location	Fair Value		Balance<br>Sheet<br>Location	Fair Value
Commodity contracts	Other<br>current<br>assets	$	4,173	Other<br>current<br>assets	$	46	Other<br>accrued<br>liabilities	$	587	Other <br>accrued<br>liabilities	$	546
Commodity contracts	Other<br>assets		37	Other<br>assets		—	Other<br>long-term<br>liabilities		—	Other<br>long-term<br>liabilities		—
Total		$	4,210		$	46		$	587		$	546

Derivative AOCI transactions

The company had the following derivative instruments for deferred gains and (losses) on closed contracts and the effective portion for changes in fair value recorded in AOCI (no amounts were excluded from the effectiveness test), all of which are utilized for the risk management purposes detailed above (amounts in thousands and net of tax):

	Amount of (Loss) or Gain						Amount of Gain or (Loss)
	Recognized in AOCI on Derivatives						Reclassified from AOCI
	(Effective Portion)					Location of Gain or (Loss)	into Income (Effective Portion)
Derivatives in Cash Flow	For the Sixteen Weeks Ended					Reclassified from AOCI	For the Sixteen Weeks Ended
Hedge Relationships(1)	April 25, 2026		April 19, 2025			into Income (Effective Portion)(2)	April 25, 2026			April 19, 2025
Interest rate contracts	$	—	$	3,160		Interest expense	$	211		$	169
Commodity contracts		2,716		(4,246	)	Production costs(3)		(326	)		320
Total	$	2,716	$	(1,086	)		$	(115	)	$	489

• Amounts in parentheses, if any, indicate debits to determine net income.
• Amounts in parentheses, if any, indicate credits to determine net income.
• Included in materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately).

There was no hedging ineffectiveness, and no amounts were excluded from the ineffectiveness testing, during the sixteen weeks ended April 25, 2026 and April 19, 2025, related to the company’s commodity risk hedges.

At April 25, 2026, the balance in AOCI related to commodity price risk and interest rate risk derivative transactions that closed or will expire over the following years are as follows (amounts in thousands and net of tax) (amounts in parenthesis indicate a debit balance):

	Commodity<br>Price Risk<br>Derivatives			Interest<br>Rate Risk<br>Derivatives		Totals
Closed contracts	$	(263	)	$	4,246	$	3,983
Expiring in 2026		2,688			—		2,688
Expiring in 2027		28			—		28
Total	$	2,453		$	4,246	$	6,699

Derivative Transactions Notional Amounts

As of April 25, 2026, the company had the following outstanding financial contracts that were entered to hedge commodity risk (amounts in thousands):

	Notional<br>Amount
Wheat contracts	$	7,687
Soybean oil contracts		7,941
Natural gas contracts		1,419
Corn contracts		1,544
Total	$	18,591

The company’s derivative instruments contain no credit-risk related contingent features at April 25, 2026. As of April 25, 2026 and January 3, 2026, the company had $3.1 million and $4.3 million, respectively, in other current assets representing collateral for hedged positions. As of April 25, 2026 and January 3, 2026, the company had $5.5 million and $2.1 million, respectively, recorded in other accrued liabilities representing collateral due to counterparties for hedged positions.

11. OTHER CURRENT AND NON-CURRENT ASSETS

Other current assets consist of (amounts in thousands):

	April 25, 2026		January 3, 2026
Prepaid assets	$	6,209	$	4,408
Service contracts		19,893		20,993
Prepaid insurance		3,974		7,868
Prepaid marketing and promotions		7,420		1,669
Fair value of derivative instruments		4,173		46
Collateral to counterparties for derivative positions		3,080		4,257
Income taxes receivable		25,934		25,749
Other		3,092		262
Total	$	73,775	$	65,252

Other non-current assets consist of (amounts in thousands):

	April 25, 2026		January 3, 2026
Unamortized financing fees	$	3,272	$	1,900
Investments		2,132		2,223
Investment in unconsolidated affiliate		1,481		1,481
Fair value of derivative instruments		37		—
Deposits		3,400		3,328
Noncurrent postretirement benefit plan asset		3,933		4,065
Other		38		320
Total	$	14,293	$	13,317

12. OTHER ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES

Other accrued liabilities consist of (amounts in thousands):

	April 25, 2026		January 3, 2026
Employee compensation	$	35,796	$	34,467
Employee vacation		21,403		19,431
Restructuring-related accruals		1,563		750
Employee bonus		14,897		28,965
Fair value of derivative instruments		587		546
Self-insurance reserves		41,160		37,166
Bank overdraft		6,829		3,635
Accrued interest		7,944		21,868
Accrued utilities		6,674		6,559
Accrued taxes		8,689		6,787
Accrued advertising		4,184		5,435
Accrued legal settlements		11,000		—
Accrued legal costs		2,886		1,762
Accrued short-term deferred income		2,295		2,295
Collateral due to counterparties for derivative positions		5,516		2,136
Short-term portion of acquisition consideration payable to seller		12,654		12,654
Other		7,555		5,673
Total	$	191,632	$	190,129

Other long-term liabilities consist of (amounts in thousands):

	April 25, 2026		January 3, 2026
Deferred income	$	4,011	$	4,277
Deferred compensation		28,225		29,805
Acquisition consideration payable to seller		2,871		5,218
Other		3,342		2,501
Total	$	38,449	$	41,801

13. ASSETS HELD FOR SALE

The carrying values of assets held for sale are not amortized and are evaluated for impairment as required at the end of the reporting period. The table below presents the assets held for sale as of April 25, 2026 and January 3, 2026, respectively (amounts in thousands):

	April 25, 2026		January 3, 2026
Distribution rights	$	23,691	$	23,205
Property, plant and equipment		3,432		3,485
Total assets held for sale	$	27,123	$	26,690

14. DEBT AND OTHER OBLIGATIONS

Long-term debt (net of issuance costs and debt discounts excluding line-of-credit arrangements) (leases are separately discussed in Note 6, Leases) consisted of the following at April 25, 2026 and January 3, 2026, respectively (amounts in thousands):

	April 25, 2026			January 3, 2026
Unsecured credit facility		—			5,000
2026 notes		399,753			399,575
2031 notes		496,421			496,193
2035 notes		494,952			494,776
2055 notes		294,646			294,588
Accounts receivable repurchase facility		38,000			65,000
		1,723,772			1,755,132
Less current maturities of long-term debt		(399,753	)		(399,575	)
Total long-term debt	$	1,324,019		$	1,355,557

As of April 25, 2026, the 2026 notes are classified within the current maturities of long-term debt as they mature in less than one year.

The company had standby letters of credit (“LOCs”) outstanding of $8.2 million and $8.4 million at April 25, 2026 and January 3, 2026, respectively, which reduce the availability of funds under the credit facility (as defined below). The outstanding LOCs are for the benefit of certain insurance companies and lessors. None of the outstanding LOCs are recorded as a liability on the Condensed Consolidated Balance Sheets.

Accounts Receivable Repurchase Facility, Credit Facility, and Term Loan Facility

Accounts Receivable Repurchase Facility. On April 14, 2023, the company entered into a $200.0 million accounts receivable repurchase facility (the "repurchase facility"). Under the repurchase facility, the company has the ability to request up to $50.0 million in additional commitment, for a total of up to $250.0 million, subject to approval of the funding parties and to the satisfaction of certain customary conditions of the facility. On April 14, 2026, the company entered into Amendment No. 3 to the Master Framework Agreement to amend the repurchase facility and extend the scheduled facility expiration date from April 14, 2027 to April 16, 2029. Under the repurchase facility, certain subsidiaries of the company sell or distribute, on an ongoing basis, substantially all of their trade receivables to the company. The company may at its option onward sell all of its qualifying receivables to the funding parties under the repurchase facility with an agreement to repurchase the receivables on a monthly basis for a repurchase price equal to the purchase price paid and an interest component based on Term SOFR (as defined below) plus a margin. There is an unused fee applicable on the daily unused portion of the repurchase facility. The repurchase facility contains certain customary representations and warranties, affirmative and negative covenants, and events of default. As of April 25, 2026 and January 3, 2026, the company was in compliance with all restrictive covenants under the repurchase facility.

The table below presents the borrowings and repayments under the repurchase facility during the sixteen weeks ended April 25, 2026

	Amount<br>(thousands)
Balance at January 3, 2026	$	65,000
Borrowings		45,000
Payments		(72,000	)
Balance at April 25, 2026	$	38,000

The table below presents the net amount available for working capital and general corporate purposes under the repurchase facility as of April 25, 2026:

	Amount<br>(thousands)
Gross amount available	$	200,000
Outstanding		(38,000	)
Available for withdrawal	$	162,000

Amounts available for withdrawal under the repurchase facility are determined as the lesser of the total repurchase facility limit and a formula derived amount based on qualifying trade receivables. The table below presents the highest and lowest outstanding balance under the repurchase facility during the sixteen weeks ended April 25, 2026:

	Amount<br>(thousands)
High balance	$	85,000
Low balance	$	38,000

Financing costs paid at inception of the repurchase facility and when amendments are executed are being amortized over the life of the repurchase facility. The company incurred $0.2 million in financing costs during the sixteen weeks ended April 25, 2026 related to the third amendment. The balance of unamortized financing costs was $0.4 million and $0.3 million on April 25, 2026 and January 3, 2026, respectively, and is recorded in other assets on the Condensed Consolidated Balance Sheets.

Credit Facility. On February 5, 2025, the company entered into a credit agreement, with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, (as amended, restated, modified or supplemented from time to time, the “credit agreement” and the revolving credit facility thereunder, the “credit facility”). Under the credit agreement, our credit facility is a five-year, $500.0 million senior unsecured revolving loan facility with the following terms and conditions: (i) a maturity date of February 5, 2030; (ii) an applicable margin for revolving loans maintained as (1) base rate loans and swingline loans with a range of 0.00% to 0.75% and (2) SOFR loans with a range of 0.815% to 1.75%, in each case, based on (x) the leverage ratio of the company and its subsidiaries and (y) the company’s debt rating; (iii) an applicable facility fee with a range of 0.06% to 0.25%, due quarterly on all commitments under the credit agreement, based on the more favorable (to the company) of (x) the leverage ratio of the company and its subsidiaries and (y) the company’s debt rating; and (iv) a maximum leverage ratio covenant set at 3.75 to 1.00, which permits the company, at its option, in connection with certain acquisitions and investments and subject to the terms and conditions provided in the credit agreement, to increase the maximum ratio permitted thereunder on one or more occasions to 4.00 to 1.00 for a period of four consecutive fiscal quarters, including and/or immediately following the fiscal quarter in which such acquisitions or investments were completed (the “covenant holiday”), provided that each additional covenant holiday will not be available to the company until it has achieved and maintained a leverage ratio of at least 3.75 to 1.00 for at least two fiscal quarters. As discussed in more detail below, the company is in one such covenant holiday.

In addition, the credit facility contains a provision that permits the company to request up to $200.0 million in additional revolving commitments, for a total of up to $700.0 million, subject to the satisfaction of certain conditions. Proceeds from the credit facility may be used for working capital and general corporate purposes, including capital expenditures, acquisition financing, refinancing of indebtedness, dividends and share repurchases. The credit facility includes certain customary restrictions, which, among other things, requires maintenance of financial covenants and limits encumbrance of assets and creation of indebtedness. Restrictive financial covenants include such ratios as a minimum interest coverage ratio and a maximum leverage ratio.

On April 6, 2026, the company entered into the First Amendment to the credit agreement (the “revolver amendment”) in order to, among other things, (i) extend the covenant holiday currently in effect to the period from the closing date of the revolver amendment through and including the company’s fiscal quarter ending October 9, 2027, (ii) add an additional tier to the pricing grid thereof for the case in which the company’s debt ratings fall to Ba2 or below from Moody’s and BB or below from S&P, consistent with the term loan credit agreement (as defined below), and (iii) made certain other changes to align with the term loan credit agreement.

The company believes that, given its current cash position, its cash flow from operating activities and its available credit capacity, it can comply with the current terms of the credit facility and can meet its presently foreseeable financial requirements. As of April 25, 2026 and January 3, 2026, the company was in compliance with all restrictive covenants under the new credit facility.

Financing costs paid at inception of the credit facility and at the time amendments are executed are being amortized over the life of the credit facility. The company incurred additional financing costs of $0.3 million during the first quarter of Fiscal 2026 related to the first amendment. The balance of unamortized financing costs was $1.8 million and $1.6 million on April 25, 2026 and January 3, 2026, respectively, and is recorded in other assets on the Condensed Consolidated Balance Sheets.

Amounts outstanding under the credit facility can vary daily. Changes in the gross borrowings and repayments can be caused by cash flow activity from operations, capital expenditures, acquisitions, dividends, share repurchases, and tax payments, as well as derivative transactions, which are part of the company’s overall risk management strategy as discussed in Note 10, Derivative Financial

Instruments, of this Form 10-Q. The table below presents the borrowings and repayments under the credit facility during the sixteen weeks ended April 25, 2026.

	Amount<br>(thousands)
Balance at January, 3, 2026	$	5,000
Borrowings		5,900
Payments		(10,900	)
Balance at April 25, 2026	$	—

The table below presents the net amount available under the credit facility as of April 25, 2026:

	Amount<br>(thousands)
Gross amount available	$	500,000
Outstanding		—
Letters of credit		(8,200	)
Available for withdrawal	$	491,800

The table below presents the highest and lowest outstanding balance under the credit facility, during the sixteen weeks ended April 25, 2026:

	Amount<br>(thousands)
High balance	$	5,000
Low balance	$	—

Term Loan Facility. On April 6, 2026, the company entered into a $400.0 million senior unsecured delayed draw term loan credit facility (the “term loan facility”) pursuant to a Term Loan Credit Agreement (the “term loan credit agreement”), dated as of April 6, 2026, with certain financial institutions party thereto as lenders and Wells Fargo Bank, National Association, as administrative agent. The term loan credit agreement requires that the company use the net proceeds of the term loan facility to, together with cash on hand, finance the repayment in full of the 2026 Notes and to pay the fees, costs and expenses incurred in connection therewith and with the execution of the term loan facility and the revolver amendment.

The term loan facility may be made available in a single drawing during the period from the closing date of the term loan facility through and including October 1, 2026, or the earlier termination of the commitments. The term loan facility has an initial maturity date occurring on the third anniversary of the funding date thereof.

Borrowings under the term loan facility bear interest, at the option of the company, based on SOFR or the “base rate”, in each case, plus an applicable margin determined by reference to a pricing grid based on the company’s leverage ratio and debt rating, with a range of 0.875% to 2.000% in the case of SOFR-based loans and range from 0.00% to 1.000% in the case of base rate loans. In addition, the term loan facility bears an additional ticking fee on the full amount of the unused commitments, also determined by reference to the pricing grid, and ranging from 0.060% to 0.250%, based upon the company’s then applicable leverage ratio and debt rating.

The term loan credit agreement contains representations, covenants and events of default that are customary for financing transactions of this nature, which are substantially the same as the credit agreement (including, without limitation, with respect to financial covenants).

The company incurred financing costs at inception of the term loan of $1.0 million and will be amortized over the life of the borrowing once the drawing occurs. These amounts are recorded in other assets on the Condensed Consolidated Balance Sheet. At April 25, 2026, $400.0 million was available for withdrawal.

Aggregate maturities of debt outstanding as of April 25, 2026 are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands):

Remainder of 2026	$	400,000
2027		—
2028		—
2029		38,000
2030		—
2031 and thereafter		1,300,000
Total	$	1,738,000

15. VARIABLE INTEREST ENTITIES

Distribution rights agreement VIE analysis

The incorporated IDPs qualify as variable interest entities ("VIEs"). The IDPs who are formed as sole proprietorships are excluded from the following VIE accounting analysis and discussion.

As of April 25, 2026 and January 3, 2026, there was $121.8 million and $122.2 million, respectively, in gross distribution rights notes receivable outstanding from incorporated IDPs.

16. COMMITMENTS AND CONTINGENCIES

Self-insurance reserves and other commitments and contingencies

The company records self-insurance reserves as an other accrued liability on our Condensed Consolidated Balance Sheets. The reserves include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on the company’s assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and current cost trends. The amount of the company’s ultimate liability in respect of these matters may differ materially from these estimates.

In the event the company ceases to utilize the independent distributor model or exits a geographic market, the company is contractually required in some situations to purchase the distribution rights from the independent distributor. The company expects to continue operating under this model and has concluded for the litigation described below that none require loss contingency recognition pursuant to our policy. See Note 2, Summary of Significant Accounting Policies, of our Form 10-K.

The company’s facilities are subject to various federal, state and local laws and regulations regarding the discharge of material into the environment and the protection of the environment in other ways. The company is not a party to any material proceedings arising under these laws and regulations. The company believes that compliance with existing environmental laws and regulations will not materially affect the consolidated financial condition, results of operations, cash flows or the competitive position of the company. The company believes it is currently in substantial compliance with all material environmental laws and regulations affecting the company and its properties.

For any potential refunds that may be due to the company as a result of the February 20, 2026 ruling from the U.S. Supreme Court regarding tariffs on certain imported goods that were imposed in Fiscal 2025 and Fiscal 2026 under the International Emergency Economic Powers Act (“IEEPA”), the company’s current accounting policy is to account for any such tariff refunds by applying the gain contingency accounting model. Accordingly, the company will recognize any IEEPA tariff refunds when all contingencies have been resolved and the gain is realized or realizable.

Litigation

The company and its subsidiaries from time to time are parties to, or targets of, lawsuits, claims, investigations and proceedings, including personal injury, commercial, contract, environmental, antitrust, product liability, health and safety and employment matters, which are being handled and defended in the ordinary course of business. At this time, the company is defending eleven complaints filed by IDPs alleging that such distributors were misclassified as independent contractors. Seven of these lawsuits seek class and/or collective action treatment. The remaining four cases either allege individual claims or do not seek class or collective action treatment or, in cases in which class treatment was sought, the court denied class certification. The respective courts have ruled on plaintiffs’ motions for class certification in two of the pending cases, each of which is discussed below. Unless otherwise noted, a class was conditionally certified under the Fair Labor Standards Act ("FLSA") in each of the cases described below, although the company has the ability to petition the court to decertify that class at a later date:

Case Name	Case No.	Venue	Date Filed	Status
Martins v. Flowers Foods, Inc.,<br>Flowers Baking Co. of Bradenton,<br>LLC and Flowers Baking Co.<br>of Villa Rica, LLC	8:16-cv-03145	U.S. District Court Middle<br>District of Florida	11/8/2016	On November 25, 2024, the court denied defendants' motion to decertify the FLSA collective action. On April 29, 2026, the company reached an agreement in principle to settle this matter for a payment of $11.0 million, inclusive of attorneys’ fees and costs and service awards. This is a claims made settlement, with any unclaimed settlement amounts reverting to the company. The parties are currently working to obtain final court approval of the settlement. The settlement was recorded in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income during the first quarter of Fiscal 2026.
Salgado v. Flowers Foods, Inc. and Holsum Bakery, Inc.	4:22-cv-00420	U.S. District Court District of Arizona	9/15/2022

The company and/or its respective subsidiaries contest the allegations and are vigorously defending all of these lawsuits. Given the stage of the complaints and the claims and issues presented, except for lawsuits disclosed herein that have reached a settlement or agreement in principle, the company cannot reasonably estimate at this time the possible loss or range of loss that may arise from the unresolved lawsuits.

See Note 14, Debt and Other Obligations, for additional information on the company’s commitments.

17. EARNINGS PER SHARE

The following is a reconciliation of net income and weighted average shares for calculating basic and diluted earnings per common share for the sixteen weeks ended April 25, 2026 and April 19, 2025 (amounts and shares in thousands, except per share data):

	For the Sixteen Weeks Ended
	April 25, 2026		April 19, 2025
Net income	$	42,055	$	52,998
Basic Earnings Per Common Share:
Basic weighted average shares outstanding for common stock		211,870		211,194
Basic earnings per common share	$	0.20	$	0.25
Diluted Earnings Per Common Share:
Basic weighted average shares outstanding for common stock		211,870		211,194
Add: Shares of common stock assumed issued upon <br>vesting of restricted stock		707		944
Diluted weighted average shares outstanding for common stock		212,577		212,138
Diluted earnings per common share	$	0.20	$	0.25

There were 4,345,783 and 2,010,338 anti-dilutive shares during the sixteen weeks ended April 25, 2026 and April 19, 2025, respectively.

18. STOCK-BASED COMPENSATION

The following is a summary of the activity under the company's 2014 Omnibus Equity and Incentive Compensation Plan (the "Omnibus Plan"). The company typically grants awards at the beginning of its fiscal year. Information on grants to employees during the sixteen weeks ended April 25, 2026 is discussed below.

Performance-Contingent Restricted Stock Awards

Performance-Contingent Total Shareholder Return Shares (“TSR Shares”)

The following performance-contingent TSR Shares have been granted during the sixteen weeks ended April 25, 2026 under the Omnibus Plan (amounts in thousands, except price data):

Grant Date	Shares<br>Granted		Vesting Date	Fair Value<br>per Share
1/4/2026		545	3/1/2029	$	12.24

Performance-Contingent Return on Invested Capital Shares (“ROIC Shares”)

The performance condition for the ROIC Shares generally requires the company's average return on invested capital to exceed its average weighted cost of capital be between 1.50 to 4.50 percentage points for the 2026, 2025, 2024 awards (the "ROI Target") over the three fiscal year performance period. The 2024 award is being expensed at our current estimated payout percentage of 150% of ROI Target, and the 2025 and 2026 awards are being expensed at 100%.

The following performance-contingent ROIC Shares have been granted under the Omnibus Plan during the sixteen weeks ended April 25, 2026 (amounts in thousands, except price data):

Grant Date	Shares<br>Granted		Vesting Date	Fair Value<br>per Share
1/4/2026		545	3/1/2029	$	10.88

The table below presents the TSR modifier share adjustment (a 13.25% final payout), ROIC modifier share adjustment (a 125% final payout), accumulated dividends on vested shares, and the tax benefit at vesting of the performance-contingent restricted stock awards (amounts in thousands, except per share data):

Award Granted		Fiscal Year<br>Vested		TSR Modifier<br>Decrease<br>Shares			ROIC Modifier<br>Increase<br>Shares		Dividends at<br>Vesting		Tax<br>Expense			Fair Value at<br>Vesting
	2023		2026		(300,150	)		86,316	$	1,352	$	(4,497	)	$	4,609

The company’s performance-contingent restricted stock activity for the sixteen weeks ended April 25, 2026 is presented below (amounts in thousands, except price data):

	Shares			Weighted<br>Average<br>Grant Date<br>Fair Value
Nonvested shares at January 3, 2026		1,721		$	25.53
Granted		1,090		$	11.56
Grant increase for achieving the ROIC modifier		86		$	27.85
Grant decrease for not achieving the TSR modifier		(300	)	$	27.85
Vested		(478	)	$	27.85
Forfeited		(54	)	$	22.63
Nonvested shares at April 25, 2026		2,065		$	17.13

As of April 25, 2026, there was $18.2 million of total unrecognized compensation cost related to non-vested restricted stock granted under the Omnibus Plan. That cost is expected to be recognized over a weighted-average period of

2.25

years.

Time-Based Restricted Stock Units ("TBRSU Shares")

The following TBRSU Shares have been granted under the Omnibus Plan during the sixteen weeks ended April 25, 2026 (amounts in thousands, except price data):

Grant Date	Shares Granted		Vesting Date	Fair Value<br>per Share
1/4/2026		2,173	Equally over 3 years	$	10.32

The TBRSU Shares activity for the sixteen weeks ended April 25, 2026 is set forth below (amounts in thousands, except price data):

	TBRSU Shares			Weighted<br>Average<br>Fair<br>Value		Weighted<br>Average<br>Remaining<br>Contractual<br>Term (Years)		Unrecognized<br>Compensation<br>Cost
Nonvested shares at January 3, 2026		1,544		$	20.57
Vested		(561	)	$	22.12
Granted		2,173		$	10.32
Forfeitures		(171	)	$	20.76
Nonvested shares at April 25, 2026		2,985		$	13.28		2.32	$	26,272

The table below presents the accumulated dividends on vested shares and the tax expense at vesting of the time-based restricted stock units (amounts in thousands).

Award Granted		Fiscal Year<br>Vested		Dividends at<br>Vesting		Tax<br>Expense			Fair Value at<br>Vesting
	2025		2026	$	270	$	(693	)	$	2,830
	2024		2026	$	443	$	(697	)	$	2,365
	2023		2026	$	164	$	(266	)	$	596

Stock-Based Payments Compensation Expense Summary

The following table summarizes the company’s stock-based compensation expense for the sixteen weeks ended April 25, 2026 and April 19, 2025, (amounts in thousands):

	For the Sixteen Weeks Ended
	April 25, 2026		April 19, 2025
Performance-contingent restricted stock awards	$	4,636	$	7,118
TBRSU Shares		7,078		4,315
Deferred and restricted stock		535		568
Total stock-based compensation	$	12,249	$	12,001

19. POSTRETIREMENT PLANS

The company sponsors two pension plans, the Flowers Foods, Inc. Retirement Plan No. 2, and the Tasty Baking Company Supplemental Executive Retirement Plan (“Tasty SERP”). The Tasty SERP is frozen and has only retirees and beneficiaries remaining in the plan. The company provides certain health care and life insurance benefits for eligible retired employees covered under the active medical plans. The plan incorporates an up-front deductible, coinsurance payments and retiree contributions at various premium levels. Eligibility and maximum period of coverage is based on age and length of service.

There were no contributions made by the company to any plan during the sixteen weeks ended April 25, 2026 and April 19, 2025.

The net periodic pension cost for the company’s plans include the following components (amounts in thousands):

	For the Sixteen Weeks Ended
	April 25, 2026			April 19, 2025
Service cost	$	308		$	244
Interest cost		465			430
Expected return on plan assets		(402	)		(425	)
Amortization of prior service cost		106			(64	)
Amortization of net loss		(51	)		(58	)
Total net periodic pension cost	$	426		$	127

The components of total net periodic benefit cost other than the service cost are included in the other components of net periodic pension and postretirement benefit plans credit line item on our Condensed Consolidated Statements of Income.

401(k) Retirement Savings Plan

The Flowers Foods, Inc. 401(k) Retirement Savings Plan covers substantially all the company’s employees who have completed certain service requirements. The total cost and employer contributions were as follows (amounts in thousands):

	For the Sixteen Weeks Ended
	April 25, 2026		April 19, 2025
Total cost and employer contributions	$	11,082	$	10,777

20. INCOME TAXES

The company’s effective tax rate for the sixteen weeks ended April 25, 2026 was 30.0% compared to 25.6% for the sixteen weeks ended April 19, 2025. The increase in the rate was primarily due to an increased discrete tax expense in the current quarter when compared to the prior year quarter. For the periods presented, the discrete items in the effective rate relate to state income taxes and shortfalls on the vesting of stock-based compensation awards. During the sixteen weeks ended April 25, 2026 and April 19, 2025, the primary differences in the effective rate and the statutory rate were state income taxes and shortfalls related to the vesting of stock-based compensation awards.

21. SUBSEQUENT EVENTS

The company has evaluated subsequent events since April 25, 2026, the date of these financial statements. We believe there were no material events or transactions discovered during this evaluation that require recognition or disclosure in the financial statements other than the item discussed below.

Dividend. On May 21, 2026, the Board of Directors reset the dividend to an annual rate of $0.50 per share and declared a quarterly dividend of $0.1250 per share of the company's common stock, payable on June 26, 2026, to shareholders of record on June 12, 2026.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations of the company as of and for the sixteen weeks ended April 25, 2026 should be read in conjunction with the Form 10-K. Any reference to sales refers to net sales inclusive of allowances and deductions against gross sales for variable consideration and consideration payable to customers.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is segregated into four sections, including:

• Executive overview — provides a summary of our business, operating performance and cash flows, and strategic initiatives.
• Critical accounting estimates — describes the accounting areas where management makes critical estimates to report our financial condition and results of operations. There have been no changes to this section from the Form 10-K.
• Results of operations — analyzes the company’s consolidated results of operations for the comparative period presented in our Condensed Consolidated Financial Statements.
• Liquidity and capital resources — analyzes cash flow, contractual obligations, and certain other matters affecting the company’s financial position.

Matters Affecting Comparability

Comparative results from quarter to quarter are impacted by the company's fiscal reporting calendar. Internal financial results and key performance indicators are reported on a weekly basis to ensure the same number of Saturdays and Sundays in comparable months to allow for consistent four-week progression analysis. This structure results in our first quarter consisting of sixteen weeks while the remaining three quarters have twelve weeks (except in cases where there is an extra week every five or six years). Fiscal 2026 is a 52-week year. Fiscal 2025 was a 53-week year with the extra week in the fourth quarter. Accordingly, interim results may not be indicative of subsequent interim period results, or comparable to prior or subsequent interim period results, due to differences in the lengths of the interim periods.

Additionally, detailed below are expense items affecting comparability that will provide greater context while reading this discussion. For more information regarding these items, see the reference to the Notes to Condensed Consolidated Financial Statements of this Form 10-Q as indicated in the table:

	For the Sixteen Weeks Ended				Footnote
	April 25, 2026		April 19, 2025		Disclosure
	(Amounts in thousands)
Business process improvement costs	$	1,241	$	891	Note 1
Restructuring charges		1,652		573	Note 3
Restructuring-related implementation costs		8,227		4,288	Note 3
Plant closure costs and impairment of assets		—		7,397	Note 1
Legal settlements and related costs		14,400		697	Note 16
Acquisition and integration-related costs		1,897		13,764	Note 5
	$	27,417	$	27,610

• Business process improvement costs The upgrade of our ERP system, which is part of our transformation strategy initiatives, is being deployed through a phased approach and is anticipated to be completed in Fiscal 2027. We currently estimate total costs for the ERP upgrade will be approximately $325 million (of which approximately 42% has been or is anticipated to be capitalized). As of April 25, 2026, we have incurred costs related to the project of approximately $272 million. We currently expect costs (a portion of which may be expensed as incurred, capitalized, recognized as a cloud computing arrangement, or recognized as a prepaid service contract) related to the upgrade of our ERP system to be approximately $25.0 million to $30.0 million for Fiscal 2026. The expensed portion of costs incurred related to these initiatives for the sixteen weeks ended April 25, 2026 and April 19, 2025, which was primarily consulting costs, are detailed in the table above and are reflected in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income. Costs from previously capitalized, cloud computing arrangements, or prepaid service contracts are recognized in operating costs and are not included in the business process improvement costs above.

• Restructuring charges and related implementation costs During the first quarter of Fiscal 2025, we began a review of our cost-to-serve focused on improving efficiencies and identifying cost reduction opportunities. Based on this review, we announced a restructuring program in the third quarter of Fiscal 2025 and incurred costs for employee termination benefits related to a reduction-in-force ("RIF") of $5.5 million and made payments of $4.8 million during Fiscal 2025. In the fourth quarter of Fiscal 2025, we expanded the scope to include a comprehensive review of our brands, operations, and financial strategy. Although this review is ongoing, it resulted in the impairment of two regional brands in the fourth quarter of Fiscal 2025. This aligns with our strategy to optimize our brand portfolio and invest in our national brands and key product categories.

• In the first quarter of Fiscal 2026, we incurred additional RIF-related costs of $1.7 million and made RIF payments of $0.8 million. The RIF charges are included in the restructuring charges line item of the Condensed Consolidated Statements of Income. The company incurred consulting costs associated with these restructuring activities of $8.2 million and $4.3 million during the sixteen weeks ended April 25, 2026 and April 19, 2025, respectively, and these costs are included in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income. This review is ongoing and we anticipate additional restructuring charges and related implementation costs in subsequent quarters.

• Plant closure costs and impairment of assets On February 12, 2025, the company announced the closure of its Bailey Street Bakery located in Atlanta, Georgia. The bakery produced bread and bun products and ceased production on April 16, 2025. This bakery closure is part of our strategy to optimize capacity within our supply chain. Closure costs included equipment asset impairment charges and equipment relocation costs of $6.1 million and severance costs of $1.3 million and were recognized in the first quarter of Fiscal 2025. In the second quarter of Fiscal 2025, the company classified the bakery as held for sale.

• Legal settlements and related costs In the first quarter of Fiscal 2026, we reached agreements to settle certain distributor-related litigation and non-distributor-related litigation for total settlement payments, inclusive of plaintiffs' attorney fees, of $11.0 million and $3.4 million, respectively. In the first quarter of Fiscal 2025, we reached an agreement to settle certain distributor-related litigation for total settlement payments, inclusive of plaintiffs' attorney fees, of $1.9 million. Additionally, in the first quarter of Fiscal 2025, the company recognized a reduction of $1.2 million to the territory repurchase liability associated with a legal settlement originally recorded in Fiscal 2023. All of these amounts are recorded in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income.

• Simple Mills acquisition and integration-related costs On February 21, 2025, the company completed the acquisition of Simple Mills, maker of a premium brand of better-for-you crackers, cookies, snack bars, and baking mixes, for total consideration of $846.2 million. The acquisition expands our presence in the better-for-you snacking category, diversifying our category exposure, and enhancing the company's growth and margin prospects. Founded in 2012, Simple Mills is a market-leading natural brand and its products are made with simple ingredients, pioneered from using nutrient-dense nut, seed, and vegetable flours, attracting natural and mainstream consumers alike. Simple Mills' products are produced by co-manufacturers and distributed via warehouse distribution, and are available nationwide. The company funded the cash consideration and the related acquisition fees and expenses with the net proceeds of the 2035 notes and 2055 notes offerings completed on February 14, 2025. During the sixteen weeks ended April 25, 2026 and April 19, 2025, we incurred acquisition and integration-related costs as detailed in the table above and these costs are recorded in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income.

Executive Overview

Impact of the Inflationary Economic Environment and Other Macroeconomic Factors on Our Business

We continue to monitor a variety of factors on our business, including the impact of the inflationary economic environment on our costs and the buying patterns of our consumers, shifts in consumer preferences based on health trends, supply chain disruptions, including the impacts of tariffs (including retaliatory tariffs), increased labor costs, the conflict between Russia and Ukraine, and the conflicts in the Middle East. Our results for the first quarter of Fiscal 2026 as compared to the prior year period were negatively impacted by continued weakness in the fresh packaged bread category, most notably for branded traditional loaf breads, and market share contraction due to a competitive marketplace. The benefit of sales increases attributed to the Simple Mills acquisition, sales improvement for more differentiated products, such as organic, Keto, and gluten-free, growth in Wonder cake products (introduced in the first quarter of Fiscal 2025), and price increases we have implemented was more than offset by volume declines for other product categories and higher operating costs.

Supply chain and other disruptions have and could continue to negatively impact production costs and/or volumes, and the global and U.S. supply chain remains uncertain. Although the conflict between Russia and Ukraine and the conflicts in the Middle East have not impacted our operations directly, we are closely monitoring the impact on the broader economy including on the availability and price of commodities used in or for the production and distribution of our products. Tariffs (including retaliatory tariffs) have impacted our operations. Disruptions in our operations related to factors including, but not limited to, the procurement of raw materials and packaging items, transport of our products, and workforce availability, could negatively impact our operations, results of operations, cash flows, and liquidity.

We believe we have sufficient liquidity to satisfy our cash needs and we continue to execute on our strategic priorities, including the deployment of the upgrade of our ERP system, as further discussed in the “Liquidity and Capital Resources” section below.

Summary of Operating Results, Cash Flows and Financial Condition

Sales increased 1.1% for the sixteen weeks ended April 25, 2026 compared to the same quarter in the prior year due to the acquisition contribution (cycled on February 21, 2026) of 2.3% and positive price/mix of 2.1%, partially offset by volume declines of 3.3%. Branded Retail sales increased 3.4% with the acquisition contributing 3.6% and positive price/mix contributing 4.0%, somewhat offset by volume declines of 4.2% largely from weakness in sales of traditional loaf breads. Sales in the Other sales category decreased 3.1% due to declines in store branded retail sales, partially offset by increased non-retail sales. Softer volumes impacted both sales categories due to a competitive marketplace and a challenging consumer environment.

For the sixteen weeks ended April 25, 2026, income from operations was $79.8 million compared to $85.1 million in the prior year quarter. The decrease resulted mostly from greater outside purchases of product related to the Simple Mills products, higher legal settlements, increased employee compensation expense, and greater restructuring charges and related implementation costs. These increases were partially offset by lower acquisition and integration costs, the prior year plant closure costs, and lower ingredient costs and distributor distribution fees.

Net income for the sixteen weeks ended April 25, 2026 was $42.1 million compared to $53.0 million in the prior year quarter. The decrease quarter over quarter resulted primarily from lower income from operations, as described above, increased interest expense, and a significantly higher effective tax rate primarily due to shortfalls related to vesting of stock incentive awards.

During the sixteen weeks ended April 25, 2026, we generated net cash flows from operations of $107.9 million, invested $20.6 million in capital expenditures, and decreased our indebtedness by $32.0 million. Additionally, we paid $54.4 million in dividends to our shareholders. On April 6, 2026, we entered into a $400.0 million senior unsecured delayed draw term loan credit facility (the "term loan facility") which provides us with a prepayable financing structure. The proceeds from the facility will be used to finance the repayment in full of the 2026 notes. Additionally, on April 6, 2026, we amended the $500.0 million senior unsecured revolving credit facility (the "credit facility") to, among other things, extend the covenant holiday currently in effect to October 9, 2027 and add an additional tier to the pricing grid. On April 14, 2026, we amended the accounts receivable repurchase facility (the "repurchase facility") to, among other things, extend the scheduled facility expiration date from April 14, 2027 to April 16, 2029.

During the sixteen weeks ended April 19, 2025, we generated net cash flows from operations of $135.6 million, paid $791.9 million of the total consideration of $846.2 million for the Simple Mills acquisition, invested $25.6 million in capital expenditures, and increased our indebtedness by $776.6 million primarily to fund the acquisition. Also, in the prior year period, we paid $52.3 million in dividends to our shareholders.

CRITICAL ACCOUNTING POLICIES:

Our financial statements are prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP"). These principles are numerous and complex. Our significant accounting policies are summarized in the Form 10-K. In many instances, the application of GAAP requires management to make estimates or to apply subjective principles to particular facts and circumstances. A variance in the estimates used or a variance in the application or interpretation of GAAP could yield a materially different accounting result. Refer to the Form 10-K for a discussion of the areas where we believe that the estimates, judgments or interpretations that we have made, if different, could yield the most significant differences in our financial statements. There have been no significant changes to our critical accounting policies from those disclosed in the Form 10-K.

RESULTS OF OPERATIONS:

Results of operations, expressed as a percentage of sales and the dollar and percentage change from period to period, for the sixteen weeks ended April 25, 2026 and April 19, 2025 are set forth in the tables below (dollars in thousands):

	For the Sixteen Weeks Ended
						Percentage of Sales					Increase (Decrease)
	April 25, 2026		April 19, 2025			April 25, 2026		April 19, 2025			Dollars			%
Net sales	$	1,571,577	$	1,554,230			100.0		100.0		$	17,347			1.1
Materials, supplies, labor and other production costs<br>   (exclusive of depreciation and amortization shown<br>   separately below)		795,389		778,346			50.6		50.1			17,043			2.2
Selling, distribution and administrative expenses		642,934		633,513			40.9		40.8			9,421			1.5
Restructuring charges		1,652		573			0.1		0.0			1,079			188.3
Plant closure costs and impairment of assets		—		7,397			—		0.5			(7,397	)		(100.0	)
Depreciation and amortization		51,790		49,268			3.3		3.2			2,522			5.1
Income from operations		79,812		85,133			5.1		5.5			(5,321	)		(6.3	)
Other components of net periodic pension and<br>   postretirement benefit plans cost (credit)		118		(117	)		0.0		(0.0	)		235			(200.9	)
Interest expense, net		19,634		14,048			1.2		0.9			5,586			39.8
Income before income taxes		60,060		71,202			3.8		4.6			(11,142	)		(15.6	)
Income tax expense		18,005		18,204			1.1		1.2			(199	)		(1.1	)
Net income	$	42,055	$	52,998			2.7		3.4		$	(10,943	)		(20.6	)
Comprehensive income	$	44,927	$	51,332			2.9		3.3		$	(6,405	)		(12.5	)

Percentages may not add due to rounding.

The company disaggregates its sales into two categories, Branded Retail and Other. These categories align with our brand-focused strategy to drive above-market growth via innovation and focusing on higher-margin products. The Other category includes store branded retail and non-retail sales (foodservice, restaurant, institutional, vending, thrift stores, and contract manufacturing).

SIXTEEN WEEKS ENDED APRIL 25, 2026 COMPARED TO SIXTEEN WEEKS ENDED APRIL 19, 2025

Sales (dollars in thousands)

	For the Sixteen Weeks Ended
					Percentage of Sales				Increase (Decrease)
	April 25, 2026		April 19, 2025		April 25, 2026		April 19, 2025		Dollars			%
Branded Retail	$	1,045,373	$	1,011,322		66.5		65.1	$	34,051			3.4
Other		526,204		542,908		33.5		34.9		(16,704	)		(3.1	)
Total	$	1,571,577	$	1,554,230		100.0		100.0	$	17,347			1.1

(The table above presents certain sales by category that have been reclassified from amounts previously reported to conform to the current period presentation.)

The change in sales was generally attributable to the following:

Percentage Point Change in Net Sales Attributed to:			Other			Total
Pricing/Mix^*	4.0			(1.2	)		2.1
Volume*	(4.2	)		(1.9	)		(3.3	)
Acquisition until cycled on February 21, 2026	3.6			—			2.3
Total percentage change in net sales	3.4			(3.1	)		1.1
^ Includes sales reductions from variable consideration and payments to customers.
* Computations above are calculated as follows (the Total column is consolidated and is not adding the Branded Retail and Other columns):
Price/Mix = Current year period units x change in price per unit
Price/Mix % = Price/Mix ÷ Prior year period Net Sales
Volume = Prior year period price per unit x change in units
Volume % = Volume ÷ Prior year period Net Sales

All values are in US Dollars.

Sales increased quarter over quarter due to the Simple Mills acquisition contribution (cycled on February 21, 2026) of 2.3% and favorable price/mix for the Branded Retail category, partially offset by lower volumes for both sales categories and negative price/mix for the Other category. We began implementing price increases in the fourth quarter of the prior year to offset input cost inflation. Branded Retail volumes were impacted by the challenging consumer environment and marketplace competition. Our promotional activity increased quarter over quarter, targeting more differentiated and premium-priced items which aligns with changing consumer preferences.

We anticipate our Fiscal 2026 sales will be lower than Fiscal 2025 due to the additional week in Fiscal 2025 and continued weakness in the fresh packaged bread category. The sales benefit from the Simple Mills acquisition contribution (acquired on February 21, 2025), growth in more differentiated products, including Simple Mills' products, and the benefit of price increases implemented in the fourth quarter of Fiscal 2025 are anticipated to partially offset the sales decrease.

Branded Retail Sales

Branded Retail sales increased 3.4% quarter over quarter due to the Simple Mills acquisition contribution and favorable price/mix, partially offset by volume declines. Volumes were negatively impacted by continued weakness in the fresh packaged bread category driven by changes in consumer preferences, inflationary pressure on consumer spending, and a competitive marketplace. The largest volume declines were in branded traditional loaf products. Growth in Simple Mills, Wonder cake (introduced near the end of the first quarter of Fiscal 2025), and Nature's Own Keto products partially offset the volume decline. To address changes in consumer preferences, we introduced additional varieties of Nature's Own small loaves and a Keto multi-grain loaf subsequent to the first quarter of Fiscal 2025 and a Keto protein loaf in the first quarter of Fiscal 2026. Other more recently introduced products include DKB sandwich rolls and sourdough loaf. Additionally, Simple Mills continues to innovate, introducing a number of new products and pack sizes. Price/mix benefitted from Simple Mills products comprising a larger percentage of our Branded Retail sales and positive pricing actions.

Other Sales

Sales in the Other category decreased 3.1% due to unfavorable price/mix and decreased volume for store-branded retail products, partially offset by improved non-retail sales. Store branded retail sales declined primarily due to discontinued business resulting in lower cake and traditional loaf volumes, and negative price/mix. Our non-retail sales increased primarily due to growth in vending, partially offset by unfavorable price/mix from foodservice comprising a smaller portion of our non-retail sales.

Materials, Supplies, Labor and Other Production Costs (exclusive of depreciation and amortization shown separately; as a percent of sales)

	For the Sixteen Weeks Ended				Increase
Line Item Component	April 25, 2026<br>% of Sales		April 19, 2025<br>% of Sales		(Decrease) as a<br>% of Sales
Ingredients and packaging		26.4		28.4		(2.0	)
Workforce-related costs		14.7		14.7		—
Other		9.5		7.0		2.5
Total		50.6		50.1		0.5

Materials, supplies, labor and other production costs as a percent of sales increased quarter over quarter primarily due to increased outside purchases of product (sales with no associated ingredient costs) combined with lower production volumes. Lower ingredient costs as a percent of sales partially offset the increase. Outside purchases of product are included in the Other line item in the table above, the majority of which relate to purchases of Simple Mills products, all of which are co-manufactured. The decrease in ingredient costs as a percent of sales was due to increased outside purchases of product as well as lower pricing for commodities, particularly flour, sweeteners and eggs. Higher costs for other ingredients, such as oils and cocoa, and the impact of tariffs partially offset the decrease. We expect the impact of lower production volumes to continue to negatively impact our operations.

Prices of ingredient and packaging materials fluctuate due to various factors including, but not limited to, government policy and regulation (including tariffs), weather conditions, domestic and international demand, availability due to supply conditions, including livestock disease, or other unforeseen circumstances, and we monitor these markets closely. We enter into forward purchase agreements and other financial instruments to manage the impact of volatility in certain raw material prices. Any decrease in the availability of these agreements and instruments could increase the cost of these raw materials and significantly affect our earnings.

Selling, Distribution and Administrative Expenses (as a percent of sales)

	For the Sixteen Weeks Ended				Increase
Line Item Component	April 25, 2026<br>% of Sales		April 19, 2025<br>% of Sales		(Decrease) as a<br>% of Sales
Workforce-related costs		13.5		13.0		0.5
Distributor distribution fees		11.5		12.4		(0.9	)
Other		15.9		15.4		0.5
Total		40.9		40.8		0.1

Workforce-related costs increased as a percent of sales quarter over quarter primarily due to a shift away from distributor distribution fees and higher employee compensation costs, partially offset by benefits of cost savings programs implemented subsequent to the first quarter of the prior year. Distributor distribution fees decreased as a percent of sales primarily due to a smaller portion of our sales being made through IDPs due to Simple Mills' sales which are warehouse-delivered and converting to an employee-based model in California. The California conversion was completed early in the second quarter of Fiscal 2025. The increase in the Other line item in the table above mostly relates to higher legal settlements and expenses and greater restructuring-related implementation costs, partially offset by higher acquisition and integration-related costs in the prior year quarter. The company anticipates increased marketing investments in the second and third quarters of Fiscal 2026 to promote the launch of a more consumer-relevant Nature's Own brand with fewer, simpler ingredients and new packaging.

Restructuring Charges and Plant Closure Costs and Impairment of Assets

Refer to the discussion in the “Matters Affecting Comparability” section above regarding these items.

Depreciation and Amortization Expense

Depreciation and amortization expense for the first quarter of Fiscal 2026 increased in dollars and as a percent of sales as compared to the prior year quarter primarily due to assets being placed in service and amortization expense associated with the intangible assets acquired in the Simple Mills acquisition.

Income from Operations

Income from operations for the sixteen weeks ended April 25, 2026 decreased in dollars and as a percent of sales compared to the prior year quarter primarily due to higher materials, supplies, labor, and other production costs, partially offset by the prior year plant closure costs.

Interest Expense, Net

Net interest expense increased in dollars and as a percent of sales as compared to the prior year quarter due to the issuance of the 2035 notes and 2055 notes on February 14, 2025 to fund the Simple Mills acquisition and related fees and expenses.

Income Tax Expense

The effective tax rate for the sixteen weeks ended April 25, 2026 was 30.0% compared to 25.6% in the prior year quarter. The increase in the rate quarter over quarter was primarily due to an increased shortfall tax expense on stock-based compensation, partially offset by a favorable tax impact recognized for acquisition-related costs. For both periods presented, the primary differences in the effective rate and statutory were state income taxes and shortfalls on the vesting of stock-based compensation awards.

Comprehensive Income

Comprehensive income decreased primarily due to the decrease in net income quarter over quarter, net of changes in the fair value of derivatives.

LIQUIDITY AND CAPITAL RESOURCES:

Strategy and Update on Impact of the Inflationary Economic Environment and Other Macroeconomic Factors on Our Business

We believe that our ability to consistently generate cash flows from operating activities to meet our liquidity needs is one of our key financial strengths. Furthermore, we strive to maintain a conservative financial position which we believe is a strategic competitive advantage, allowing us flexibility to make investments and acquisitions. Currently, our liquidity needs are primarily related to working capital requirements, capital expenditures, and obligated debt repayments. We believe that we currently have access to available funds and financing sources to meet our short and long-term capital requirements. The company’s strategy for use of its excess cash flows includes:

• implementing our strategic priorities, including our transformation strategy initiatives;
• paying dividends to our shareholders;
• maintaining a conservative financial position;
• making strategic acquisitions; and
• repurchasing shares of our common stock.

Although there has been no material adverse impact on our results of operations, liquidity or cash flows for the sixteen weeks ended April 25, 2026, volatility in global and U.S. economies, as a result of, among other things, the inflationary economic environment, weakness in the fresh packaged bread category, supply chain disruptions, tariffs (including retaliatory tariffs), increased labor costs, the conflict between Russia and Ukraine, and the conflicts in the Middle East, could significantly impact our ability to generate future cash flows. We continue to evaluate these various potential business risks, which include the possibility of future economic downturns that could shift consumer demand away from our Branded Retail products to store branded products, shifts in consumers' preferences and buying patterns away from packaged bread items, supply chain disruptions that have impacted, and could continue to impact, the procurement and cost of raw materials and packaging items (including the impacts of tariffs and retaliatory tariffs), the workforce available to us, among other risks.

The macroeconomic-related factors discussed above remain fluid and the future impact on our business, results of operations, liquidity or capital resources cannot be reasonably estimated with any degree of certainty. In the event of a significant reduction in revenues, we would have additional alternatives to maintain liquidity, including the availability on our debt facilities, capital expenditure reductions, adjustments to our capital allocation policy, and cost reductions. Although we do not currently anticipate a need, we also believe that we could access the capital markets to raise additional funds. We believe that we have sufficient liquidity on hand to continue business operations during the volatile global and U.S. economic environments. As of April 25, 2026, we had total available liquidity of $1,065.3 million, consisting of cash on hand and the available balances under the term loan facility, credit facility, and the repurchase facility. As of April 25, 2026, the company has a $25.9 million federal income tax receivable.

Liquidity Discussion for the Sixteen Weeks Ended April 25, 2026 and April 19, 2025

Cash and cash equivalents were $11.5 million at April 25, 2026 and $12.1 million at January 3, 2026. The cash and cash equivalents were derived from the activities presented in the tables below (amounts in thousands):

	For the Sixteen Weeks Ended
Cash Flow Component	April 25, 2026			April 19, 2025			Change
Cash provided by operating activities	$	107,857		$	135,634		$	(27,777	)
Cash disbursed for investing activities		(19,633	)		(836,014	)		816,381
Cash (disbursed for) provided by financing activities		(88,805	)		702,715			(791,520	)
Total change in cash	$	(581	)	$	2,335		$	(2,916	)

Cash Flows Provided by Operating Activities:

• Refer to the Plant closure costs and impairment of assets discussion in the “Matters Affecting Comparability” section above for information regarding the impairment of assets.

• For the sixteen weeks ended April 25, 2026, the deferred income tax activity reflects the impact of the shortfall on the vesting of stock equity awards and changes in temporary differences year over year, including the impact of stock equity awards, initial year 100% bonus depreciation, and the partial deduction of research and development expenses previously capitalized under Internal Revenue Code Section 174. For the sixteen weeks ended April 19, 2025, the deferred income tax activity was composed of changes in temporary differences year over year, including the impact of the vesting of stock equity awards, the impact of payments for a previously accrued legal settlement for the repurchase of distribution rights, and activity related to the capitalization of research and development expenses as defined under Internal Revenue Code Section 174.

• Changes in accounts receivable were mainly attributable to changes in sales period over period. Changes in inventories for the prior year period resulted primarily from volatility in input costs and the timing of sell-through of inventories. Changes in accounts payable for the current year period were mainly attributable to volatility in input prices, and changes for the prior year period were mainly due to extending payment terms and volatility in input prices.

• Hedging activities change due to market movements that affect the fair value and the associated required collateral of positions and the timing and recognition of deferred gains or losses. We expect these changes will continue to occur as part of our hedging program, though the degree and financial impact cannot be currently estimated.

• The change in other assets for the prior year period primarily resulted from changes in income tax receivables and prepaid assets. Changes in legal settlement, employee compensation, interest, and insurance liability accruals primarily resulted in the change in other accrued liabilities in each respective period. During the first quarter of Fiscal 2026 and Fiscal 2025, we paid $31.2 million and $53.8 million, respectively, including our share of employment taxes, in performance-based cash awards under our bonus plans. An additional $1.1 million and $1.4 million was paid during the first quarter of Fiscal 2026 and Fiscal 2025, respectively, for our share of employment taxes on the vesting of employee restricted stock awards in each respective year. During the sixteen weeks ended April 25, 2026, the company accrued $14.4 million in legal settlements and made payments of $3.4 million. During the sixteen weeks ended April 19, 2025, the company accrued $1.9 million of legal settlements and paid $1.7 million that had been accrued for in the prior year.

Cash Flows Disbursed for Investing Activities:

• We currently anticipate capital expenditures of $115.0 million to $125.0 million for Fiscal 2026 (inclusive of expenditures for the ERP upgrade of $4.0 million to $8.0 million).
• In the prior year period, the repurchases of the California distribution rights contributed to most of the change in the repurchases of distribution rights, net of principal payments on notes receivable. The company completed the California repurchases early in the second quarter of Fiscal 2025.
• As discussed in the "Executive Overview" section above, on February 21, 2025, we completed the Simple Mills acquisition for total consideration of $846.2 million of which $791.9 million, which is net of cash acquired, was paid in the first quarter of Fiscal 2025.

Cash Flows (Disbursed for) Provided by Financing Activities:

• Our Board of Directors declared the following quarterly dividends during the sixteen weeks ended April 25, 2026 (amounts in thousands, except per share data):

Date Declared	Record Date	Payment Date	Dividend per<br>Common Share		Dividends<br>Paid
February 20, 2026	March 6, 2026	March 20, 2026	$	0.2475	$	52,201

• The increase in dividends paid resulted from an increase in the dividend rate compared to the prior year. Additionally, we paid dividends of $2.2 million at the time of vesting of certain restricted stock awards.
• In the current year period, we paid financing fees associated with the term loan facility and amending the credit facility and repurchase facility. In the prior year period, we paid financing fees associated with issuing the 2035 notes and 2055 notes, refinancing and replacing the previous credit facility with the new credit facility, and amending the repurchase facility.
• Stock repurchase decisions are made based on our stock price, our belief of relative value, and our cash projections at any given time. During the sixteen weeks ended April 25, 2026 and April 19, 2025, we repurchased 378,398 and 286,980 shares of our common stock for $3.8 million and $5.5 million, respectively, under a share repurchase plan approved by our Board of Directors. All of the shares acquired in the current and prior year periods 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.
• Changes in debt obligations in the prior year period primarily related to issuing the 2035 notes and 2055 notes to fund the Simple Mills acquisition. See the discussion below under the “Capital Structure” section for additional details regarding changes in debt obligations.

Capital Structure

Long-term debt and right-of-use lease obligations and stockholders’ equity were as follows at April 25, 2026 and January 3, 2025, respectively. For additional information regarding our debt and right-of-use lease obligations, see Note 6, Leases, and Note 14, Debt and Other Obligations, of Notes to Condensed Consolidated Financial Statements of this Form 10-Q.

	Balance at
	April 25, 2026			January 3, 2026
Long-term debt and right-of-use lease obligations	(Amounts in thousands)
Long-term debt	$	1,723,772		$	1,755,132
Right-of-use lease obligations		318,902			325,075
		2,042,674			2,080,207
Less: Current maturities of long-term debt and right-<br>   of-use lease obligations		(466,579	)		(473,353	)
Long-term debt and right-of-use lease obligations	$	1,576,095		$	1,606,854
Total stockholders' equity
Total stockholders' equity	$	1,302,446		$	1,303,487

In anticipation of the upcoming maturity of the 2026 notes, on April 6, 2026, we entered into the $400.0 million term loan facility with certain financial institutions party thereto as lenders and Wells Fargo Bank, National Association, as administrative agent. The term loan facility may be made available in a single drawing during the period from the closing date of the term loan facility through and including October 1, 2026, or the earlier termination of the commitments. The term loan facility has an initial maturity date occurring on the third anniversary of the funding date thereof. The term loan credit agreement requires that the company use the net proceeds of the term loan facility to, together with cash on hand, finance the repayment in full of the 2026 notes and to pay the fees, costs, and expenses incurred in connection therewith and with the execution of the term loan facility and the revolver amendment.

Borrowings under the term loan facility bear interest, at the option of the company, based on the SOFR or the “base rate”, in each case, plus an applicable margin. The applicable margin is determined by reference to a pricing grid based on the company’s leverage ratio and debt rating, with a range of 0.875% to 2.000% in the case of SOFR-based loans and range from 0.000% to 1.000% in the case of base rate loans. In addition, the term loan facility bears an additional ticking fee on the full amount of the unused commitments, also determined by reference to the pricing grid, and ranging from 0.060% to 0.250% based upon the company’s then applicable leverage ratio and debt rating.

The term loan credit agreement contains representations, covenants and events of default that are customary for financing transactions of this nature, which are substantially the same as the credit agreement (including, without limitation, with respect to financial covenants).

To provide enhanced financial flexibility, on April 6, 2026, the company entered into the First Amendment to the credit agreement (the "revolver amendment") in order to, among other things, (i) extend the covenant holiday currently in effect, to the period from the closing date of the revolver amendment through and including the company’s fiscal quarter ending October 9, 2027, (ii) add an additional tier to the pricing grid thereof for the case in which the company’s debt ratings fall to Ba2 or below from Moody’s and BB or below from S&P, consistent with the term loan credit agreement, and (iii) make certain other changes to align with the term loan credit agreement. On April 14, 2026, the company entered into Amendment No. 3 to the Master Framework Agreement to amend the repurchase facility and extend the scheduled facility expiration date from April 14, 2027 to April 16, 2029. The accounts receivable repurchase facility and the credit facility are generally used for short-term liquidity needs and are variable rate debt, providing us the greatest direct exposure to changing interest rates. In periods of rising interest rates, the cost of using these facilities increases, resulting in greater interest expense.

The following table details the amounts available and the highest and lowest balances outstanding under our debt facilities during the sixteen weeks ended April 25, 2026:

	Amount Available		For the Sixteen Weeks Ended April 25, 2026
	for Withdrawal at		Highest		Lowest
Facility	April 25, 2026		Balance		Balance
	(Amounts in thousands)
Repurchase facility (1)	$	162,000	$	85,000	$	38,000
Credit facility (2)		491,800		5,000		—
Term loan facility (3)		400,000		—		—
	$	1,053,800

• Amount excludes a provision in the repurchase facility agreement which allows the company to request up to $50.0 million in additional commitment.
• Amount excludes a provision in the credit facility agreement which allows the company to request an additional $200.0 million in additional revolving commitments.
• Amount represents the available funds for withdrawal under the company's term loan facility through October 1, 2026.

We believe we have sufficient liquidity to satisfy our cash needs, however, we continue to closely monitor our liquidity in light of the continued economic uncertainty in the U.S. and globally due to, among other things, the impact of the inflationary economic environment, weakness in the fresh packaged bread category, supply chain disruptions, tariffs (including retaliatory tariffs), increased labor costs, the conflict between Russia and Ukraine, and the conflicts in the Middle East. As discussed above, the 2026 notes will mature during the third quarter of Fiscal 2026 on October 1, 2026 and are anticipated to be repaid with proceeds from the term loan facility.

Similar to the term loan facility, restrictive financial covenants for our other borrowings can include ratios such as a minimum interest coverage ratio and a maximum leverage ratio. Our debt may also contain certain customary representations and warranties, affirmative and negative covenants, and events of default. The company believes that, given its current cash position, its cash flow from operating activities, and its available credit capacity, it can comply with the current terms of the debt agreements and can meet presently foreseeable financial requirements. As of April 25, 2026, the company was in compliance with all restrictive covenants under its debt agreements.

At April 25, 2026, the company did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which are established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes.

Accounting Pronouncements Recently Adopted and Not Yet Adopted

See Note 2, Recent Accounting Pronouncements, of Notes to Condensed Consolidated Financial Statements of this Form 10-Q for information regarding recently adopted accounting pronouncements and accounting pronouncements not yet adopted.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The company uses derivative financial instruments as part of an overall strategy to manage market risk. The company uses forward, futures, swap and option contracts to hedge existing or future exposure to changes in interest rates and commodity prices. The company does not enter into these derivative financial instruments for trading or speculative purposes. If actual market conditions are less favorable than those anticipated, raw material prices could increase significantly, adversely affecting the margins from the sale of our products.

Commodity Price Risk

The company enters into commodity forward, futures and option contracts and swap agreements for wheat and, to a lesser extent, other commodities in an effort to provide a predictable and consistent commodity price and thereby reduce the impact of market volatility of raw material and packaging prices. As of April 25, 2026, the company’s hedge portfolio contained commodity derivatives with a fair value (liability) of $3.6 million, based on quoted market prices. All this amount relates to instruments that will be utilized in Fiscal 2026 except for an immaterial amount to be utilized in Fiscal 2027.

A sensitivity analysis has been prepared to quantify the company’s potential exposure to commodity price risk with respect to the derivative portfolio. Based on the company’s derivative portfolio as of April 25, 2026, a hypothetical ten percent increase (decrease) in commodity prices would increase (decrease) the fair value of the derivative portfolio by $2.2 million. The analysis disregards changes in the exposures inherent in the underlying hedged items; however, the company expects that any increase (decrease) in fair value of the portfolio would be substantially offset by increases (decreases) in raw material and packaging prices.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

We have established and maintain a system of disclosure controls and procedures that are designed to ensure that material information relating to the company, which is required to be timely disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is accumulated and communicated to management in a timely fashion and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer ("CFO"), we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation and as of the end of the period covered by this report, the CEO and the CFO concluded that the company’s disclosure controls and procedures were effective to allow timely decisions regarding disclosure in its reports that the company files or submits to the SEC under the Exchange Act.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended April 25, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 6. EXHIBITS

The following documents are filed as exhibits hereto:

Exhibit
No			Name of Exhibit
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).
10.1		—	Term Loan Credit Agreement, dated as of April 6, 2026, by and among 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 April 7, 2026, File No. 1-16247).
10.2		—	First Amendment to Credit Agreement, dated as of April 6, 2026, 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 10.2 to Flowers Foods’ Current Report on Form 8-K, dated April 7, 2026, File No. 1-16247).
10.3	*	—	Amendment No. 3 to Master Framework Agreement, dated as of April 14, 2026, by and among Coöperatieve 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.
10.4	+*		Settlement, General Release and Severance Agreement by and between Terry Thomas and Flowers Bakeries, LLC, dated April 23, 2026.
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 D. Anthony Scaglione, Chief Financial Officer, for the quarter ended April 25, 2026.
101.INS	*	—	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	*	—	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104		—	The cover page from Flowers Foods' Quarterly Report on Form 10-Q for the quarter ended April 25, 2026 has been formatted in Inline XBRL.

* Filed herewith

• Management contract or compensatory plan or arrangement

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 thereunto duly authorized.

FLOWERS FOODS, INC.
By:	/s/ A. RYALS MCMULLIAN
Name:	A. Ryals McMullian
Title:	Chairman and Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ D. ANTHONY SCAGLIONE
---	---
Name:	D. Anthony Scaglione
Title:	Chief Financial Officer<br><br>(Principal Financial Officer and
	Principal Accounting Officer)

Date: May 21, 2026

EX-10.3

Exhibit 10.3

Execution Version

AMENDMENT NO. 3 TO

MASTER FRAMEWORK AGREEMENT

AMENDMENT NO. 3 TO MASTER FRAMEWORK AGREEMENT, dated as of April 14, 2026 (this “Amendment”), by and among Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), and the other financial institutions listed on the signature pages hereof as “Buyer Funding Parties” (the “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 (“Originators”); and Flowers Foods, Inc., a Georgia corporation (“Flowers”), as repo seller (“Seller”).

RECITALS

WHEREAS, the parties refer to that certain Master Framework Agreement dated as of April 14, 2023, as amended by Amendment No. 1 to Master Framework Agreement dated as of April 15, 2024 and Amendment No. 2 to Master Framework Agreement dated as of April 14, 2025 (as so amended, the “Existing Master Framework Agreement” and, as amended hereby and as further amended, supplemented or otherwise modified from time to time, the “Master Framework Agreement”) among the parties to this Amendment. Unless otherwise provided elsewhere herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Master Framework Agreement, and, in addition, this Amendment is to be interpreted and construed in accordance with the provisions set forth in Section 1.1 of the Master Framework Agreement; and

WHEREAS, the Originators and the Seller have requested that the Buyer and Buyer Funding Parties agree to amend the Existing Master Framework Agreement in certain respects, and the Buyer and Buyer Funding Parties are willing to so amend the Existing Master Framework Agreement.

NOW, THEREFORE, the parties to this Amendment hereby agree as follows:

SECTION 1. Amendments to Existing Master Framework Agreement. Effective as of the Effective Date (as defined below), the Existing Master Framework Agreement is hereby amended as set forth in Exhibit A to this Amendment, with text marked in underline indicating additions to the Existing Master Framework Agreement and with text marked in strikethrough indicating deletions to the Existing Master Framework Agreement.

SECTION 2. Effectiveness. The amendments set forth in Section 1 above shall become effective as of the date (the “Effective Date”) when the Buyer shall have received (a) counterpart signature pages executed by each of the parties hereto to (i) this Amendment, and (ii) the Second Amendment to the Fee Letter dated the date hereof between the Seller and the Buyer, (b) the amendment fee specified in such Second Amendment to Fee Letter and (c) an officers’ certificate of the Seller certifying (i) either that there have been no changes to its constitutional documents since April 14, 2023 or attaching its current constitutional documents, (ii) a copy of the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance of this Amendment and ratifying the prior amendments to the Master Framework Agreement, and (iii)

the names and true signatures of the authorized representatives of the Seller authorized to sign this Amendment on its behalf.

SECTION 3. Representations and Warranties. Each of the Seller and the Originators hereby represents and warrants to the Buyer Funding Parties and the Buyer that, on and as of the date hereof:

• this Amendment has been duly executed and delivered by it, and this Amendment and the Existing Master Framework Agreement, as amended hereby, constitute its legal, valid and binding obligations, enforceable against it in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and
• its representations and warranties contained in the Master Framework Agreement or in the other Transaction Documents to which it is a party are true and correct in all material respects as of the date hereof, with the same effect as though made on such date (after giving effect to this Amendment), except to the extent such representations or warranties expressly relate only to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

SECTION 4. Miscellaneous.

• This Amendment may be amended, modified, terminated or waived only as provided in Section 7.5 of the Master Framework Agreement.

• Except as expressly modified as contemplated hereby, the Master Framework Agreement is hereby confirmed to be in full force and effect in accordance with its terms and is hereby ratified and confirmed. This Amendment is intended by the parties to constitute an amendment and modification to, and otherwise to constitute a continuation of, the Existing Master Framework Agreement, and is not intended by any party and shall not be construed to constitute a novation thereof or of any obligation of any party thereunder. This Amendment shall constitute a Transaction Document.

• This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns under the Master Framework Agreement.

• This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when executed and delivered, shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same agreement. Delivery of an executed signature page to this Amendment by facsimile transmission or other electronic image scan transmission shall be as effective as delivery of a manually signed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based

  • 2 -

• recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Buyer to accept electronic signatures in any form or format without its prior consent.

• The provisions of this Amendment are intended to be severable. If any provision of this Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

• THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to this Amendment and any other Transaction Agreement, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

• EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OF THE OTHER TRANSACTION AGREEMENTS OR THE ACTIONS OF BUYER OR BUYER FUNDING PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

[Signature pages follow]

• 3 -

IN WITNESS WHEREOF, the parties hereto, by their duly authorized signatories, have executed and delivered this Amendment as of the date first above written.

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Buyer and Buyer Funding Party
By:	/s/ Erin Scott
	Name: Erin Scott
	Title: Executive Director
By:	/s/ Jason Barwig
	Name: Jason Barwig
	Title: Vice President

[Signature Page to Amendment No. 3 to Master Framework Agreement]

	Originators:
Mesa Organic Baking Co., Inc.	Tuscaloosa Organic Baking Co., LLC
C&G Holdings Inc.	Flowers Baking Co. of Villa Rica, LLC
Dave’s Killer Bread, Inc.	Flowers Foods Specialty Group, LLC
Derst Baking Company, LLC	Flowers Specialty Snack Sales, Inc.
Flowers Baking Co. of Bardstown, LLC	Franklin Baking Company, LLC
Flowers Baking Co. of Batesville, LLC	Holsum Bakery, Inc.
Flowers Baking Co. of Baton Rouge, LLC	Lepage Bakeries Park Street, LLC
Flowers Baking Co. of Birmingham, LLC	Lepage Bakeries Brattleboro, LLC
Flowers Baking Co. of Bradenton, LLC	Flowers Baking Co. of Lakeland, Inc.
Flowers Baking Co. of California, LLC	Tasty Baking Company
Flowers Baking Co. of Denton, LLC	FLOWERS BAKERIES, LLC<br><br>Flowers Bakeries Sales of Alabama, LLC
Flowers Baking Co. of Denver, LLC	Flowers Bakeries Sales of Desert Southwest, LLC
Flowers Baking Co. of El Paso, LLC	Flowers Bakeries Sales of Florida, LLC
Flowers Baking Co. of Florida, LLC	Flowers Bakeries Sales of Georgia, LLC
Flowers Baking Co. of Henderson, LLC	Flowers Bakeries Sales of Louisiana, LLC
Flowers Baking Co. of Houston, LLC	Flowers Bakeries Sales of Mid Atlantic, LLC
Flowers Baking Co. of Jacksonville, LLC	Flowers Bakeries Sales of Midwest, LLC
Flowers Baking Co. of Jamestown, LLC	Flowers Bakeries Sales of NE Metro North, LLC
Flowers Baking Co. of Lafayette, LLC	Flowers Bakeries Sales of NE Metro South, LLC
Flowers Baking Co. of Lenexa, LLC	Flowers Bakeries Sales of New England, LLC
Lynchburg Organic Baking Co., LLC	Flowers Bakeries Sales of NorCal, LLC

[Signature Page to Amendment No. 3 to Master Framework Agreement]

Flowers Baking Co. of Miami, LLC	Flowers Bakeries Sales of North Texas, LLC
Flowers Baking Co. of Modesto, LLC	Flowers Bakeries Sales of SoCal, LLC
Flowers Baking Co. of Morristown, LLC	Flowers Bakeries Sales of South Texas, LLC
Flowers Baking Co. of New Orleans, LLC	Flowers Bakeries Sales of Tennessee, LLC
Flowers Baking Co. of Norfolk, LLC	Tasty Baking Sales, LLC
Flowers Baking Co. of Ohio, LLC	Flowers Bakeries Sales, LLC
Flowers Baking Co. of Oxford, Inc.	Holsum Holdings, LLC
Flowers Baking Co. of Portland, LLC	DKB Organic Bakeries, LLC
Flowers Baking Co. of San Antonio, LLC	Flowers Baking Co. of Tyler, LLC
Flowers Baking Co. of Texas, LLC	Flowers Bakeries Sales of Utah, LLC
Flowers Baking Co. of Thomasville, LLC	FLOWERS BAKERIES SALES OF DESERT MOUNTAIN, LLC
By:	/s/ J. T. Rieck_
---	---
	Name: J.T. Rieck
	Title: Secretary and Treasurer
	FLOWERS FOODS, INC.,<br><br>as Seller
By:	/s/ D. Anthony Scaglione
	Name: D. Anthony Scaglione
	Title: Chief Financial Officer

[Signature Page to Amendment No. 3 to Master Framework Agreement]

Exhibit A

[Attached.]

EXHIBIT A to Amendment No. 23 to Master Framework Agreement, dated as of April 14, 20252026

Execution Version

MASTER FRAMEWORK AGREEMENT

This MASTER FRAMEWORK AGREEMENT (this “Framework Agreement”), is made and entered into as of April 14, 2023 (the “Effective Date”), by and among:

• Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), and the other financial institutions listed on the signature pages hereof as “Buyer Funding Parties” (the “Buyer Funding Parties”);
• Rabobank, as repo counterparty (“Buyer”), on behalf of itself and the other Buyer Funding Parties;
• the subsidiaries of Flowers listed on Annex I hereto, as Originators (together with each of the subsidiaries of Flowers that hereafter becomes a party hereto by executing a Joinder Agreement and satisfying the conditions of Section 7.18 hereof, “Originators”); and
• Flowers Foods, Inc., a Georgia corporation (“Flowers”), as repo seller (“Seller”).

Each of Buyer, the Buyer Funding Parties, Originators and Seller may also be referred to herein individually as a “Party”, and collectively as the “Parties”.

RECITALS

WHEREAS, Buyer, on behalf of the Buyer Funding Parties, has agreed to provide Seller with a facility under which Buyer and Seller will enter into certain sale and repurchase agreements with respect to Receivables originated by certain Originators and previously transferred to Seller pursuant to the Receivables Distribution Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

• Interpretation.

• Definitions. All capitalized terms used in this Framework Agreement (including its recitals, Annexes, Exhibits and Schedules) shall, unless defined herein, have the respective meanings set forth in Schedule 1 hereto or, if not defined therein, in the Master Receivables Financing Agreement.

• Construction.

• The headings, sub-headings and table of contents in this Framework Agreement shall not affect its interpretation. References in this Framework Agreement to Sections, Annexes, Exhibits and Schedules shall, unless the context otherwise requires, be references to Sections of, and Annexes, Exhibits and Schedules to, this Framework Agreement.

• Words denoting the singular number only shall include the plural number also and vice versa; words denoting one gender only shall include the other genders and words denoting persons shall include firms and corporations and vice versa.

• References to a Person are also to its permitted successors or assigns.

• References in this Framework Agreement to any agreement or other document shall be deemed also to refer to such agreement or document as amended or varied or novated from time to time.

• References to an amendment include a supplement, novation, restatement or re-enactment, and “amend” and “amended” (or any of their derivative forms) will be construed accordingly.

• Reference to a time of day is a reference to New York City time.

• “Include”, “includes” and “including” shall be deemed to be followed by the words “without limitation.”

• “Hereof”, “hereto”, “herein” and “hereunder” and words of similar import when used in this Framework Agreement refer to this Framework Agreement as a whole and not to any particular provision of this Framework Agreement.

• References to a “writing” or “written” include any text transmitted or made available on paper or through electronic means.

• References to “$”, U.S. Dollars or otherwise to dollar amounts refer to the lawful currency of the United States.

• References to a law include any amendment or modification to such law and any rules and regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules and regulations occurs, before or after the Effective Date.

• Transaction Agreements.

• Agreements to be Executed at the Closing. Concurrently with this Framework Agreement, the Parties intend to execute the following additional agreements (together with this Framework Agreement, each Joinder Agreement entered into subsequent to the Closing, the Existing Control Agreements, and each Control Agreement entered into subsequent to the Closing, the “Transaction Agreements”) to which they are party:

• the Master Receivables Financing Agreement;

• the Receivables Distribution Agreement; and

• the Fee Letter.

• Closing; Closing Deliverables.

• Closing. Subject to the terms and conditions of this Framework Agreement, the transactions contemplated in this Framework Agreement to occur concurrently with the execution hereof will take place at a closing (the “Closing”) to be held on the Effective Date by the exchange of electronic documentation.

• Originator and Seller Closing Deliverables. On or prior to the Closing, Originators and Seller will deliver, or cause to be delivered, to Buyer and Buyer Funding Parties:

• counterparts to each Transaction Agreement referenced in Section 2.1(a)-(c) executed by each of the parties thereto (other than Buyer and Buyer Funding Parties);

• a certificate of the Secretary or an Assistant Secretary of each Originator and the Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of such Person executing the Transaction Agreements, (ii) attached copies of such Person’s certificate of formation or incorporation and limited liability company agreement or by-laws; and (iii) copies of all limited liability company or corporate approvals and consents of such Person that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements;

• customary legal opinions, in form and substance satisfactory to Buyer, with respect to Originators and Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with the Flowers Credit Agreement, binding nature of obligations, enforceability, absence of violations of Law, absence of consents under Law, validity and perfection of security interests and any other matters Buyer may reasonably request;

• results of a UCC lien search with respect to each Originator and Seller;

• fully prepared UCC-1 financing statements reflecting the Security Interests granted by each Originator and Seller under the Transaction Agreements; and

• the Upfront Fee as set forth and defined in the Fee Letter.

• Buyer Closing Deliverables. On or prior to the Closing, each Buyer Funding Party shall deliver to Originators and Seller (i) an executed counterpart to each of the Transaction Agreements to which it is a party and (ii) a validly completed and duly executed copy of Internal Revenue Service Form W-9 or W-8ECI evidencing a complete exemption from U.S. federal income tax withholding on payments to be made hereunder (and agrees to promptly update and redeliver such forms upon expiration or invalidity).

• Seller Initial Transaction Deliverables. No later than 11:00 a.m. on the second Business Day prior to the initial Transaction hereunder (unless such initial Transaction is on the Effective Date in which case no later than 11:00 a.m. on the Effective Date), Seller shall deliver to Buyer and each Buyer Funding Party a duly completed Transaction Notice for the initial Transaction.

• Transactions.

• Requests for Transactions.

• Transaction Notices. Seller may, from time to time during the Facility Term, deliver to Buyer and Buyer Funding Parties a written notice, substantially in the form attached hereto as Exhibit A-1 (a “Transaction Notice”), requesting that Buyer enter into a Transaction on a proposed Purchase Date; provided, that the proposed Purchase Price for such Transaction may not exceed the Funding Limit as of the applicable Purchase Date. Such Transaction Notice shall be delivered to Buyer and Buyer Funding Parties no later than 11:00 am on the date that is two (2) Business Days prior to the proposed Purchase Date for such proposed Transaction.

• Agreement to Enter into Transactions. Following receipt of a duly completed Transaction Notice in accordance with the preceding Section 4.1(a), and subject to the terms and conditions set forth herein and in the other Transaction Agreements, Buyer, on behalf of and for the ratable benefit of the Buyer Funding Parties, agrees to enter into such Transaction with Seller on the applicable Purchase Date, and each Buyer Funding Party agrees to fund its pro rata portion of such Transaction.

• Delivery of Rate Setting Notice. Following its receipt of a duly completed Transaction Notice in accordance with Section 4.1(a), Buyer, on behalf of Buyer Funding Parties, shall, no later than 11:00 a.m. on the Business Day immediately preceding the applicable Purchase Date with respect to the requested Transaction, deliver to Seller a written notice, substantially in the form attached hereto as Exhibit A-2 (a “Rate Setting Notice”), setting forth the Pricing Rate for such proposed Transaction.

• Reserved.

• Funding of Purchase Prices and Closing. On each Purchase Date, subject to satisfaction of the Funding Conditions, (i) each Buyer Funding Party shall pay its Funding Percentage of the Funded Purchase Price (if any) for such Transaction (subject to any adjustments made pursuant to this Article IV) by wire transfer of immediately available funds to the account of Buyer specified in Schedule 2 and (ii) Buyer shall pay the Funded Purchase Price (if any) for such Transaction (subject to any adjustments made pursuant to this Article IV) in accordance with terms of the Master Receivables Financing Agreement and applicable Transaction Notice by wire transfer of immediately available funds to the account of Seller specified in Schedule 2.

• Funding Conditions.

• The entry by Buyer, on behalf of Buyer Funding Parties, into any Transaction shall be subject to the satisfaction of the following conditions (in each case, as of the applicable Purchase Date) (together, the “Funding Conditions”):

• with respect to the initial Transaction, each of the items required to be delivered by Originators and Seller in connection with such initial Transaction pursuant to Section 3.4 shall have been delivered in accordance with the terms hereof;

• all amounts then due and owing by Originators and Seller under the Transaction Agreements shall have been paid in full;

• the Transaction Notice shall have been delivered to Buyer and Buyer Funding Parties in accordance with Section 4.1(a);

• the Rate Setting Notice shall have been delivered to Seller in accordance with Section 4.1(c);

• each of the representations and warranties of Originators and Seller set forth in the Transaction Agreements (giving effect to the entry into such Transaction) shall be true and correct in all material respects (except (A) that any representation or warranty that is subject to any materiality qualification shall be true and correct in all respects and (B) to the extent that any such representation and warranty specifically refers to an earlier date, such representation and warranty shall be true and correct in all material respects as of such earlier date);

• the Purchase Price for such Transaction shall be no greater than the aggregate Market Value of the Purchased Securities for such Transaction;

• the Receivables included as Purchased Securities for such Transaction shall be Eligible Receivables;

• the Purchase Date for such Transaction shall be at least one month prior to the Facility Expiration Date;

• the payment of the applicable Purchase Price for such Transaction (including any amounts to be paid as the Funded Purchase Price) would not cause the Buyer Balance (after giving effect to such payment) to exceed the Funding Limit;

• Buyer shall have received the full amount of Funded Repurchase Price (if any) due and payable by Seller on such Purchase Date; and

• no Potential Event of Default or Event of Default shall have occurred and be continuing.

• Funding of Transaction Repurchase Prices. On each Repurchase Date for a Transaction on which the Funded Repurchase Price is due and payable by Seller pursuant to the Transaction Agreements (including, for the avoidance of doubt, on the Facility Expiration Date), Seller shall fund the Funded Repurchase Price for such Transaction by wire transfer of immediately available funds to the account of Buyer specified in Schedule 2, no later than 11:00 a.m. on such Repurchase Date. Buyer shall promptly after receipt of any Funded Repurchase Price distribute to each Buyer Funding Party its Funding Percentage thereof.

• Increases in Buyer Funding Limit.

• Request for Increase. The Seller may, by written notice to the Buyer and the Buyer Funding Parties from time to time, request an increase in the Buyer Funding Limit (each such increase, an “Incremental Funding Commitment”) of each Buyer Funding Party by an aggregate amount (for all such requests) not exceeding the Incremental Funding Limit; provided that no Buyer Funding Party shall have any obligation to agree to increase its Buyer Funding Limit pursuant to this Section 4.5 and any election to do so shall be in the sole discretion of such Buyer Funding Party.

• Conditions to Effectiveness of Increase. Any increase in the Buyer Funding Limit agreed to by one or more Buyer Funding Parties shall become effective; provided that:

• a certificate executed by an officer of Seller is delivered to the Buyer and the Buyer Funding Parties (A) certifying that (i) no Potential Event of Default or Event of Default shall have occurred and be continuing on the Incremental Funding Effective Date and after giving effect to such increase, and (ii) each of the representations and warranties of Originators and Seller set forth in the Transaction Agreements shall be true and correct in all material respects (except (x) that any representation or warranty that is subject to any materiality qualification shall be true and correct in all respects and (y) to the extent that any such representation and warranty specifically refers to an earlier date, such representation and warranty shall be true and correct in all material respects as of such earlier date) on and as of the Incremental Funding Effective Date and after giving effect to such increase; and (B) attaching a copy of the resolutions of the board of directors or managers or similar governing body of the Seller approving or consenting to such increase;

• the Seller shall deliver such legal opinions and other documents reasonably requested by the Buyer and the Buyer Funding Parties in connection with such Incremental Funding Commitment; and

• the Seller shall deliver a Funding Limit Increase Amendment to such Buyer Funding Parties.

• Security Interest.

• Security Interest.

• Seller, as security for the payment or performance, as the case may be, in full of the Secured Obligations, hereby grants to Buyer, its successors and assigns, for the benefit of Buyer and Buyer Funding Parties, a Security Interest in, all right, title and interest of Seller in and to, whether now existing or hereafter arising: (i) all Receivables and all proceeds thereof, (ii) all Related Security with respect to such Receivables and all proceeds thereof, (iii) all Related Contract Rights with respect to such Receivables and all proceeds thereof, (iv) each Collection Account, (v) all funds on deposit in each Collection Account and (vi) the Receivables Distribution Agreement (together with the Collateral (as defined in the Master Receivables Financing Agreement), the “Collateral”).

• Seller hereby irrevocably authorizes Buyer at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all Receivables, all Related Security with respect to such Receivables, all Related Contract Rights with respect to such Receivables, each Collection Account and all relevant funds on deposit therein or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether Seller is an organization, the type of organization and any organizational identification number issued to Seller. Seller agrees to provide such information to Buyer promptly upon reasonable written request therefor. For the avoidance of doubt, nothing in this Section 4.6(a)(iii) shall require Buyer to file financing statements or amendments thereto.

• The Security Interest is granted as security only and shall not subject Buyer to, or in any way alter or modify, any obligation or liability of Seller with respect to or arising out of the Collateral.

• Security Interest Absolute. All rights of Buyer hereunder, the grant of a security interest in the Collateral and all obligations of Seller hereunder shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of any of the Transaction Agreements, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any

• departure from any of the Transaction Agreements, or any other agreement or instrument relating to any of the foregoing or (iii) any exchange, release or non-perfection of any Security Interest on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations.

• Buyer Appointed Attorney-in-Fact. Seller hereby appoints Buyer as its attorney-in-fact for the purpose of carrying out the provisions of this Framework Agreement and taking any action and executing any instrument that Buyer may, acting reasonably, deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the foregoing powers shall only be exercisable during the occurrence and continuance of an Event of Default. Without limiting the generality of the foregoing or of Paragraph 11 of the Master Receivables Financing Agreement, Buyer shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in Buyer’s name or in the name of Seller (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (iii) to sign the name of Seller on any invoice or bill of lading relating to any of the Collateral; (iv) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (v) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Framework Agreement, as fully and completely as though Buyer were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating Buyer to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Buyer or the entitlement of any party thereto, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. Buyer shall be accountable only for amounts actually received as a result of the exercise of the powers granted to it herein, and neither it nor its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

• Unused Fee; Upfront Fee.

• On each Settlement Date, Seller shall pay to the Buyer, for the ratable benefit of Buyer Funding Parties, an unused fee (the “Unused Fee”) for each day during the period from the preceding Settlement Date to such Settlement Date (each such period, an “Accrual Period”) equal to the product of (x) Unused Fee Rate times (y) the excess, if any, of (i) the Funding Limit over (ii) the daily average Buyer Balance during such Accrual Period. Buyer shall promptly following its receipt thereof pay to each Buyer Funding Party its Funding Percentage of each instalment of the Unused Fee.

• On the Effective Date, Seller shall pay to Buyer a fee (the “Upfront Fee”) in the amount set forth in the Fee Letter.

• On each Incremental Funding Effective Date, Seller shall pay to each Buyer Funding Party providing an Incremental Funding Commitment, an exercise fee (the “Incremental Funding Exercise Fee”) in the amount set forth in the Fee Letter.

• The Upfront Fee, Unused Fees and Incremental Funding Exercise Fees shall be fully earned on the date on which payment thereof is required to be made by Seller and, once paid, shall not be refundable under any circumstances.

• Benchmark Replacement Setting.

• Notwithstanding anything to the contrary herein or in any other Transaction Agreement, upon the occurrence of a Benchmark Transition Event with respect to a pricing period, Buyer and the Seller may amend this Agreement to replace the then-current Benchmark for such pricing period with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after Buyer has posted such proposed amendment to all affected Buyer Funding Parties and the Seller so long as Buyer has not received, by such time, written notice of objection to such amendment from Buyer Funding Parties comprising the Buyer Funding Parties. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 4.8(a) will occur prior to the applicable Benchmark Transition Start Date.

• In connection with the use, administration, adoption or implementation of a Benchmark Replacement, Buyer will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Agreement, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Agreement. Buyer agrees to provide, promptly following the effectiveness thereof, a copy of any such amendments to Seller and each Buyer Funding Party.

• Buyer will promptly notify Seller of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 4.8(d) and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Buyer pursuant to this Section 4.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Agreement, except, in each case, as expressly required pursuant to this Section 4.8.

• Notwithstanding anything to the contrary herein or in any other Transaction Agreement, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by Buyer in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then Buyer may modify this Agreement (including the definition of “Transaction Period” or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then Buyer may modify this Agreement (including the definition of “Transaction Period” or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

• Upon Seller’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Seller may revoke any pending Transaction Notice and, failing that, the Seller will be deemed to have converted any Transaction Notice into a request for a Transaction with respect to which the Price Differential is calculated based on the Alternate Base Rate.

• Seller hereby acknowledges and agrees to be bound by the provisions of this Section 4.8 (including, without limitation, the implementation from time to time of any Benchmark Replacement and any Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that in connection with and after giving effect to any Conforming Changes: (i) its obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its properties relating to this Agreement or any other Transaction Agreement shall continue, be ratified and be affirmed, and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired and (iii) the Transaction Agreements and its obligations thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired. From time to time, the Seller shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as Buyer may reasonably request for the purposes implementing or effectuating the provisions of this Section 4.8, or of renewing, continuing, reaffirming or ratifying the rights of Buyer.

• In connection with the use, administration of, or conventions associated with, Daily Simple SOFR or Term SOFR, Buyer will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Agreement, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Agreement. Buyer will reasonably promptly notify the Seller of the effectiveness of any such Conforming Changes.

• Representations and Warranties; Certain Covenants.

• Representations and Warranties of Seller Entities. Each Seller Entity represents to Buyer and each Buyer Funding Party as of the Effective Date and each Purchase Date that:

• Organization; Power. It (i) is a corporation or a limited liability company organized and validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be, indicated on Annex I (or set forth in the Joinder Agreement pursuant to which it became a party to this Framework Agreement); (ii) is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except to the extent that any failure to be so qualified or in good standing could not reasonably be expected, individually and in the aggregate, to have a Material Adverse Effect; and (iii) has the requisite organizational power and authority and the legal right to own, sell, assign, transfer or encumber and operate its properties, to lease the property it operates under lease, and to conduct its business, in each case, as now, heretofore and proposed to be conducted. It has the requisite organizational power and authority to enter into the Transaction Agreements to which it is a party, to carry out its obligations thereunder, and to consummate the transactions contemplated thereby.

• Authorization; No Conflict. The execution, delivery and performance by it of the Transaction Agreements to which it is or is to be a party and the other documents to be delivered by it thereunder, and the transactions contemplated hereby and thereby, including its use of the proceeds of the sales, transfers and assignments of Receivables hereunder and under the Receivables Distribution Agreement, (i) are within its organizational powers, (ii) have been duly authorized by all necessary or proper corporate, limited liability company or member action, and (iii) do not (A) contravene its articles of incorporation (or comparable charter document), limited liability company agreement or by-laws, as applicable, (B) violate any applicable Law or (C) breach or result in a default under, or result in the acceleration of (or entitle any party to accelerate) the maturity of any of its obligations under, or result in or require the creation of any Lien (other than the Lien in favor of the Buyer pursuant to the Transaction Agreements and, in the case of any Originator, the Lien in favor of the Seller pursuant to the Transaction Agreements) upon any of its property pursuant to the terms of, any indenture, debenture, contract or any other agreement or instrument binding on or affecting it or any of its properties, whether now owned or hereafter acquired, except in each case where such contravention, violation, breach, default, acceleration or Lien could not reasonably be expected to have a Material Adverse Effect.

• Authorizations and Filings. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration, notice or filing with or to, any Governmental Authority or any other third party is required for (i) the due execution, delivery or performance by it of this Agreement or any other Transaction Agreement to which it is a party, (ii) (A) its sale, transfer and assignment of Receivables hereunder or any other Transaction Agreement to which it is a party, (B) its grant of the Liens granted by it pursuant to the Transaction Agreements; or (C) the perfection or maintenance of such Liens; or (iii) the exercise by the Seller and Buyer of their respective rights and remedies in respect of such Liens under the Transaction Agreements, except (x) for the filing of financing statements or other notification filings necessary to perfect the transfer of the Receivables to the Seller or the Buyer and other authorizations, consents, approvals, licenses, exemptions, actions, registrations, qualifications, designations, declarations, notices and filings that have been duly obtained, taken, given or made and are in full force and effect, and (y) where the failure to obtain such consent, approval or make such registration or filing could not reasonably be expected to have a Material Adverse Effect.

• Execution and Binding Effect. This Agreement has been, and each other Transaction Agreement to which it is a party when delivered will have been, duly executed and delivered by it. This Agreement is, and the other Transaction Agreements to which it is or will be a party when delivered hereunder will be, its legal, valid and binding obligations enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law).

• Accurate and Complete Disclosure. Each Transaction Notice, financial statement and other report, notice or statement heretofore furnished or to be furnished at any time by it to Buyer or any Buyer Funding Party pursuant to the terms of this Agreement or the other Transaction Agreements is and will be accurate in all material respects as of the date so furnished. All factual information (taken as a whole) furnished by or on behalf of the Seller Entities in writing to Buyer or any Buyer Funding Party (including, without limitation, all factual information contained in the Transaction Agreements) for purposes of or in connection with this Agreement or the other Transaction Agreements or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of the Seller Entities in writing to Buyer or any Buyer Funding Party will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at the time such information was provided; provided, however, that with respect to projected financial information and information of a general economic or industry specific nature, it represents only that such information has been prepared in good faith based on assumptions reasonably believed by the Seller Entities to be reasonable.

• No Proceedings. There is no pending or, to its knowledge, threatened in writing action or proceeding affecting it before any Governmental Authority that purports to affect the legality, validity or enforceability of any Transaction Agreement or any material amount of the Receivables or that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

• Credit and Collection Policy. It has complied with the Credit and Collection Policy in all respects with respect to the Receivables it originated or purchased except where such noncompliance could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and no amendment or other modification to such Credit and Collection Policy has occurred except in compliance with the Transaction Agreements.

• No Defaults. No Potential Event of Default or Event of Default has occurred and is continuing.

• Properties. It has good and valid title to, or valid leasehold interests in, all its material properties and assets, except in each case where the failure to have such good and valid title or such valid leasehold interests could not reasonably be expected to have a Material Adverse Effect.

• Financial Statements. Flowers has heretofore posted on the website of the Securities and Exchange Commission (http://www.sec.gov) the consolidated balance sheet and consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of Flowers and its consolidated subsidiaries as of and for the fiscal year ended January 1, 2023, reported on by PricewaterhouseCoopers LLP, independent public accountants certified by a financial officer of Flowers. All of the foregoing financial statements have been prepared in accordance with GAAP consistently applied (except, in the case of the aforementioned unaudited financial statements, for normal year-end audit adjustments and the absence of footnotes). Since January 1, 2023, there has been no change in the business, assets, operations or financial condition of Flowers and its consolidated subsidiaries taken as a whole has occurred that would constitute a Material Adverse Effect.

• Financial Condition. The transactions under this Agreement and any other Transaction Agreement to which it is a party do not and will not render it not Solvent. It is not subject to any Insolvency Event.

• Margin Regulations. The use of all funds acquired by it under this Framework Agreement will not conflict with or contravene any of Regulations T, U and X of the Board of Governors of the Federal Reserve System, as the same may from time to time be amended, supplemented or otherwise modified.

• Taxes. It has timely filed or caused to be timely filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority, all Returns required to be filed by or with respect to the income, properties or operations of such Seller Entity and its Subsidiaries, except to the extent that the failure to do so could

• not reasonably be expected to have a Material Adverse Effect. Each such Seller Entity has paid all Taxes payable by it which have become due, except (i) for such Taxes (A) as are being contested in good faith by appropriate proceedings and (B) against which adequate cash reserves have been established in accordance with generally accepted accounting principles or (ii) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. There is no action, suit, proceeding, investigation, audit, or claim now pending or threatened in writing by any authority regarding any material Taxes relating to such Seller Entity.

• Employee Benefit Plans. Except to the extent not reasonably expected to have a Material Adverse Effect, such Seller Entity and its ERISA Affiliates have fulfilled their respective obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and have not incurred any liability to the PBGC or any Plan or Multiemployer Plan (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business).

• Compliance with Laws. Subject to specific representations set forth herein regarding tax laws and other Laws, it is in compliance in all material respects with all applicable Laws applicable to it, its business or properties or to the Receivables, Related Security and Collections with respect thereto, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

• Investment Company. It is not an “investment company” or a company “controlled by an investment company” within the meaning of the Investment Company Act of 1940.

• Perfection. The Receivables Distribution Agreement will vest absolutely and unconditionally in Seller, a valid ownership interest in the Receivables purported to be assigned by each Originator thereby, subject to no Liens whatsoever other than the Lien in favor of Buyer pursuant to this Framework Agreement. Upon the filing of the necessary financing statements under the UCC as in effect in the jurisdiction whose Law governs the perfection of the Seller’s ownership or security interests in the conveyed Receivables, in each case to the extent a security interest in such assets can be perfected by filing such financing statement, Seller will have a first priority perfected security interest in and to such Receivables, in each case to the extent a security interest in such assets can be perfected by filing such financing statement.

• Location of Records, etc. As of the date hereof, the offices where it keeps all of its Records relating to the Receivables are listed on Schedule I to the Receivables Distribution Agreement.

• Books and Records. Each Originator has indicated on its books and records (including any computer files) that the Receivables, if any, sold and/or distributed by such Originator under the Receivables Distribution Agreement are the property of Seller.

• Anti-Terrorism Law. (i) Neither it nor any other Seller Entity is in violation of any legal requirement relating to any laws with respect to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing effective September 24, 2001 (the “Executive Order”) and the Patriot Act. Neither it nor any other Seller Entity and, to its knowledge, no agent of any Seller Entity acting on behalf of such Seller Entity, is any of the following:

• a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

• a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

• a Person with which Buyer or any Buyer Funding Party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

• a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

• a Person that is named as a “specially designated national and blocked person” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list.

• Neither it nor any other Seller Entity and, to the knowledge of the Seller Entities, no agent of any Seller Entity acting on behalf of any Seller Entity, as the case may be, (x) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of a Person described in clause (1) above, (y) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (z) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

• Anti-Corruption Laws. Policies and procedures have been implemented and maintained by or on behalf of the Seller Entities that are designed to achieve compliance by the Seller Entities and their respective directors, officers, employees and agents with Anti-Corruption Laws, and, to its knowledge, the Seller Entities and their respective officers, employees, directors and agents acting in any capacity in connection with or directly benefitting from the facility established hereby, are in compliance with Anti-Corruption Laws. None of the Seller Entities has violated, been found in violation of or is under investigation by any governmental authority for possible violation of any Anti-Corruption Laws.

• Use of Proceeds. It shall not, directly or indirectly, use or otherwise make available to its Affiliates or its or their respective directors, officers and employees the proceeds of any Transaction to fund any activities or business of or with any Sanctioned Person, or in any Sanctioned Country, or in any manner that would result in the violation of any Sanctions required to be observed by any party hereto. No part of the proceeds of any Transaction will be used, directly or indirectly, to provide anything of value to any officer or employee of a foreign (non-U.S.) governmental entity or authority, any foreign (non-U.S.) political party, any officer or employee of a foreign (non-U.S.) political party, any candidate for foreign (non-U.S.) political office, any officer or employee of an international organization, and any officer or employee of a foreign (non-U.S.) government or state-owned or controlled entity (collectively referred to as “Foreign Official”), to obtain, retain, or direct business, secure any improper advantage, or influence any act or decision within the scope of that Foreign Official’s lawful duty, in violation of any Anti-Corruption Laws.

• Security Interests; Collection Accounts.

• Seller has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and the Security Interest granted by Seller hereunder constitutes (i) a valid security interest in all the Collateral securing the payment and performance of the Secured Obligations and (ii) subject to the filing of any required financing statements and delivery of any Control Agreements, a first priority, perfected security interest (subject to Permitted Liens).

• The Collateral is owned free and clear of any Security Interests except for Permitted Liens. Except for the filings made pursuant to this Framework Agreement and the Master Receivables Financing Agreement, Seller has not filed nor consented to the filing of (i) any financing statement or analogous document under the UCC or any other applicable laws covering any Collateral or (ii) any assignment in which Seller assigns any Collateral or any security agreement or similar instrument covering the Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect.

• Flowers Credit Agreement. The Transactions contemplated by the Transaction Agreements are a “Permitted Repurchase Facility” within the meaning of the Flowers Credit Agreement.

• Ownership of Originators. All of the issued and outstanding shares of common stock or membership interests of each of the Originators are owned by Flowers, directly or indirectly through Wholly-Owned Subsidiaries, free and clear of any material Lien (other than Permitted Liens).

• Beneficial Ownership Certification. As of the Effective Date, each Seller Entity is an entity that is organized under the laws of the United States or of any state and at least 51% of whose common stock or analogous equity interest is owned directly or indirectly by a company listed on the New York Stock Exchange or the

• American Stock Exchange or designated as a NASDAQ National Market Security listed on the NASDAQ stock exchange and is excluded on that basis from the definition of “Legal Entity Customer” as defined in the Beneficial Ownership Regulation.

• Asset Representations and Warranties. Seller represents or covenants, as applicable, to Buyer and each Buyer Funding Party as of each Purchase Date with respect to the Purchased Securities, that:

• Accuracy of Information. The information set forth on the Transaction Notice for such Transaction is true and correct in all material respects as of the date such Transaction Notice was prepared.

• Eligibility. Each such Purchased Security is an Eligible Receivable.

• Satisfaction of Conditions. All of the applicable Funding Conditions pertaining to such Purchased Securities have been satisfied or waived as of such Purchase Date.

• Ownership. With respect to each Purchased Security, immediately prior to the sale of such Purchased Securities pursuant to the Transaction Agreements, and except to the extent such Purchased Securities are already subject to an outstanding Transaction, Seller is the sole legal and beneficial owner of such Purchased Securities and is entitled to sell and assign and is selling and assigning all such Purchased Security, together with the collections with respect thereto and all Related Security and all Related Contract Rights, to Buyer free from any Security Interest, attachment, encumbrance and instructions to pay to a third party (other than Permitted Liens).

• Certain Covenants. Each Seller Entity covenants with Buyer and each Buyer Funding Party as follows:

• Preservation of Legal Existence. It shall preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a corporation in each jurisdiction where the failure to preserve and maintain such qualification could reasonably be expected to have Material Adverse Effect.

• Compliance with Laws. It shall comply in all material respects with all Laws applicable to it, its business and properties.

• Enforceability of Obligations. It shall take such actions as are reasonable and within its power to ensure that, with respect to each Receivable, the obligation of any related Obligor to pay the unpaid balance of such Receivable remains legal, valid, binding and enforceable against such Obligor.

• Fulfillment of Obligations. It shall duly observe and perform, or cause to be observed or performed, all material obligations and undertakings on its part to be observed and performed under or in connection with the Receivables, shall duly observe and perform all material provisions, covenants and other promises required to be

• observed by it under its Receivables, shall do nothing to impair the rights, title and interest of the Seller or Buyer in and to its Receivables and shall pay when due any material sales, excise, stamp or documentary Tax or other similar Tax or charge payable by it in connection with its Receivables and their creation and satisfaction or shall properly contest the payment of any such Tax in good faith and before a court or administrative body of appropriate jurisdiction.

• Exercise of Remedies. It shall use its commercially reasonable efforts to assist and aid Seller and Buyer to obtain as soon as practicable upon the request of Seller or Buyer any necessary approvals or consents of any Governmental Authority or any other Person for the exercise of any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement or the other Transaction Agreements to which such Seller Entity is a party.

• Taxes. It will pay and discharge, or cause to be paid and discharged, all Taxes imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely basis and prior to the date on which penalties attach thereto and all lawful claims which, if unpaid, might become a Lien or charge upon its properties or assets; provided that no Seller Entity shall be required to pay any such Tax or claim (i) if it is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with generally accepted accounting principles or (ii) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

• Performance of Agreements. At its expense, it shall timely and fully (i) perform, or cause to be performed, and comply in all material respects with, or cause to be complied with in all material respects, all provisions, covenants and other promises required to be observed by it under the Contracts related to its Receivables, and timely and fully comply with the Credit and Collection Policy in regard to such Receivables and the related Contracts and (ii) enforce such Related Security in accordance with the Credit and Collection Policy and at any time an Event of Default exists as otherwise reasonably requested by Buyer or any Buyer Funding Party.

• Indemnification. Seller Entities, jointly and severally, agree to indemnify, defend and save harmless each Indemnified Party, other than for the gross negligence, bad faith or willful misconduct of such Indemnified Party and any of its Related Parties, forthwith on demand, from and against any and all losses, claims, damages, liabilities, costs and expenses (including all reasonable attorneys’ fees and expenses, reasonable expenses incurred by its respective credit recovery groups (or any successors thereto) and reasonable expenses of settlement, litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any Person (including any Obligor or any other Person whether on its own behalf or derivatively on behalf of Seller Entities) arising from or incurred in connection with:

• the characterization in any Portfolio Report or other statement made by the Seller Entities of any Receivable as an Eligible Receivable which was not an Eligible Receivable at the time of such characterization;

• any representation, warranty or statement made or deemed made by a Seller Entity under or in connection with this Framework Agreement or any other Transaction Agreement or any Portfolio Report or other document delivered by the Seller Entities or to be delivered by any Seller Entity in connection herewith or with any other Transaction Agreement being incorrect in any material respect when made or deemed made or delivered;

• the failure by any Seller Entity to comply in any material respect with any applicable Law with respect to any Receivable or any Related Security with respect thereto;

• the failure to vest and maintain in Buyer a first priority perfected security interest, in each Purchased Security and all Related Security and Collections with respect thereto, free and clear of any other Lien;

• the failure to have filed, or any delay in filing, financing statements, notices of assignment or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Receivable, the Related Security and Collections with respect thereto in which a security interest is granted or purported to Buyer hereunder, and the proceeds of any thereof, whether at the Effective Date, the time of any purchase or at any subsequent time;

• any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are subject to any Contract or Receivable;

• the existence of any Lien other than the Lien in favor of Buyer pursuant hereto against or with respect to any Receivable or the Related Security or Collections with respect thereto;

• any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or arising from the financial inability of the Obligor to pay) of any Obligor to the payment of any Receivable (including any defense based on such Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services, except to the extent that such dispute, claim, offset or defense results solely from any action or inaction on the part of Buyer;

• any failure of any Seller Entity to perform its duties or obligations in accordance with the provisions of this Framework Agreement or any other Transaction Agreement or to perform its duties or obligations with respect to any Receivable;

• the commingling of Collections of Receivables at any time with other funds;

• any action or omission by any Seller Entity reducing or impairing the rights of Buyer or any Buyer Funding Party under this Framework Agreement, any other Transaction Agreement or any other instrument or document furnished pursuant hereto or thereto or with respect to any Receivable;

• any compromise, rescission, cancellation, adjustment or modification by any Seller Entity (except in accordance with the Credit and Collection Policy or otherwise with the prior written consent of Buyer) of a Receivable or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise;

• any investigation, litigation or proceeding related to or arising from this Framework Agreement, any other Transaction Agreement or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Framework Agreement or the servicing, administering or collecting of any Receivable, insofar as such investigation, litigation or proceeding relates to any Seller Entity or relates to or arises from the servicing, administering or collecting of any Receivable by any Seller Entity (or the failure to do so to the extent required by this Framework Agreement or the other Transaction Agreements); or

• any claim brought by any Person other than an Indemnified Party arising from any activity by any Seller Entity in servicing, administering or collecting any Receivable (or the failure to do so to the extent required by this Framework Agreement or the other Transaction Agreements);

provided, that notwithstanding the foregoing, in no event shall the Seller Entities be liable hereunder to any Indemnified Party or any other Person for (A) any special, indirect, consequential or punitive damages, even if the Seller Entities has been advised of the likelihood of such loss or damage and regardless of the form of action or (B) claims to the extent arising from any Indemnified Party’s gross negligence or willful misconduct.

• Administrative and Operating Procedures. It will maintain and implement, or cause to be maintained and implemented, administrative and operating procedures adequate to permit the identification of all Receivables and all Collections and adjustments attributable thereto and shall comply in all material respects with the Credit and Collection Policy in regard to each Receivable.

• Books and Records. It shall maintain and implement administrative and operating procedures (including the ability to recreate, in all material respects, Records evidencing the Receivables in the event of the destruction of the originals thereof), and keep and maintain (or cause the Seller to maintain) all documents, books, records and other information, reasonably necessary or advisable for the collection of all Receivables (including Records adequate to permit the daily identification of each Receivable, the dates which payments are due thereon, Related Security and Collections

• and adjustments to each existing Receivable). Each Originator shall also maintain a record clearly designating the respective Receivables which are owned by the Seller, and to the extent such Records constitute computer programs and other nonwritten Records, appropriately legend such Records to reflect that the Receivables have been conveyed to the Seller.

• Diligence Audit. From time to time during regular business hours as requested by Buyer upon reasonable prior notice (but no more than once per calendar year so long as no Potential Event of Default or Event of Default shall have occurred and be continuing or unless the results of the immediately prior Diligence Audit were incomplete or not satisfactory to the Buyer or there has been a material change in the servicing software, systems or procedures or in the Credit and Collection Policy of any Seller Entity that would have a material impact on the required Portfolio Report), it shall permit Buyer or its agents or representatives, (A) to examine and make copies of and abstracts from all Records in the possession or under its control or the control of its agents or their respective Affiliates relating to Receivables and the Related Security and (B) to visit its offices and properties and those of its agents or their respective Affiliates for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Receivables and the Related Security or its performance hereunder with any of its officers or employees having knowledge of such matters or with its independent public accountants (collectively, a “Diligence Audit”). In connection with a Diligence Audit, any Seller Entity, at its expense, shall permit the Buyer or its agents or representatives (who may also render other services to any Seller Entity or any of their Affiliates), to review Portfolio Reports to verify amounts reported to underlying accounting records. Such review may include analysis procedures and verification of sales, dilution, collections, write-offs, concentrations, and other information included on the Portfolio Reports. Testing may include a review of sample Receivables. Additional testing procedures may be performed to verify the accuracy of information on selected Portfolio Reports. Each Seller Entity agrees to cooperate and provide all requested information necessary to perform such due diligence reviews and/or collateral inspections. Additionally, each Seller Entity shall permit such testing as may be required to ensure that it has adhered to all terms and conditions required under the Transaction Agreements. Notwithstanding the foregoing, after the occurrence and during the continuation of a Potential Event of Default or Event of Default, the Buyer shall be permitted to take the actions described in the preceding sentences of this Section without being subject to the requirement of providing prior notice. Seller shall reimburse the Buyer for all reasonable fees, costs and expenses incurred by it in connection with the foregoing actions promptly upon receipt of a written invoice therefor. In addition, each Seller Entity shall be required to reimburse the Buyer for fees, costs and expenses in connection with an additional Diligence Audit following any material change in the servicing software, systems or procedures or in the Credit and Collection Policy of any Seller Entity.

• No Sales, Liens. No Seller Entity shall sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien, other than the Lien in favor of the Buyer pursuant hereto and Permitted Liens, on any portion of the Collateral. The Seller shall promptly notify the Buyer and each Buyer

• Funding Party of the existence of any Lien on any portion of the Collateral (other than the Lien in favor of the Buyer and Permitted Liens) and shall defend the right, title and interest of the Buyer in, to and under such Collateral, assets, property or rights, against all claims of third parties.

• No Waivers, Amendments. No Seller Entity shall rescind or cancel any Purchased Security or modify any terms or provisions thereof or grant any credits or adjustments to an Obligor (other than a Purchased Security which has been deemed collected pursuant to Section 2.03 of the Receivables Distribution Agreement or repurchased pursuant to Section 2.04 of the Receivables Distribution Agreement), except in accordance with the Credit and Collection Policy.

• Ordinary Course. Seller Entities shall collect payments due under the Receivables in accordance with the standards that would be employed by the Seller Entities in servicing comparable receivables for their own account and comparable to the Receivables and in accordance with the Credit and Collection Policy.

• Notice of Certain Events. Seller shall provide Buyer and each Buyer Funding Party with prompt written notice after a Responsible Officer of Seller becoming aware of (i) any Potential Event of Default or Event of Default, (ii) the occurrence or existence of any event or circumstance that could reasonably be expected to have a Material Adverse Effect with respect to any Seller Entity, (iii) any change in the information provided in the Beneficial Ownership Certification (or a certification that the Seller Entities qualify for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Seller Entities ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and/or (iv) any ERISA Event (together with a written statement setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by Flowers).

• Changes in Credit and Collection Procedures. The Seller Entities shall not make, allow or consent to any change in the Credit and Collection Policy, if such change could reasonably be expected to have a Material Adverse Effect; provided, the Seller shall promptly and in no event later than the end of the calendar month in which any Responsible Officer of Seller obtains knowledge of any material change to the Credit and Collection Policy, furnish or cause to be furnished to Buyer and each Buyer Funding Party a copy thereof; provided, further, that on each anniversary of the Effective Date it shall furnish or cause to be furnished to Buyer and each Buyer Funding Party a copy of the Credit and Collection Policy then in effect to the extent there have been any changes from the last time so furnished.

• Information Required by Governmental Authorities. Seller shall provide Buyer and each Buyer Funding Party promptly, from time to time upon request, such information, documents, records or reports relating to the Receivables or Seller Entities as Buyer or any Buyer Funding Party (or its assigns) may be required by a Governmental Authority to obtain (including for purposes of compliance by Buyer or

• Buyer Funding Party with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable Anti-Terrorism Laws).

• Accounting. Seller Entities shall comply in all material respects with all required accounting and Tax disclosures related to the Transactions in accordance with GAAP and applicable Law.

• Litigation. Seller shall as soon as possible, and in any event within ten (10) Business Days of its knowledge thereof, it shall give Buyer and each Buyer Funding Party notice of (i) any litigation, action, suit, arbitration or other proceeding by or before any court or other Governmental Authority affecting it or any of its Subsidiaries that could be reasonably be expected to have a Material Adverse Effect, (ii) any litigation, action, suit, arbitration or other proceeding by or before any court or other Governmental Authority relating to the Purchased Securities which, in its reasonable judgment, could reasonably be expected to have a Material Adverse Effect, and (iii) any material adverse development in any such previously disclosed litigation.

• Changes Concerning Seller Entity. No Seller Entity will change its (i) jurisdiction of organization, (ii) name, or (iii) identity or structure (within the meaning of Article 9 of the UCC), unless it shall have notified Buyer of the same and delivered to Buyer all financing statement amendments and other documents necessary to maintain the perfection of the security interests granted by such Seller Entity under the Transaction Agreements in connection with such change or relocation.

• Anti-Corruption Laws. Each Seller Entity agrees that policies and procedures will be maintained and enforced by or on behalf of the Seller Entities that are designed to promote and achieve compliance, by the Seller Entities and their respective directors, officers, employees and agents with Anti-Corruption Laws.

• Reports. Seller shall deliver (or cause to be delivered) to Buyer and each Buyer Funding Party the following:

• within 90 days after the end of each fiscal year of Flowers, the audited consolidated balance sheets and related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows of Flowers and its consolidated subsidiaries as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly the financial condition and results of operations of Flowers and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, provided, that Seller shall be deemed to have delivered the financial statements referred to in this Section 5.3(v)(i) if such financial statements or other information have been posted on the website of the

• Securities and Exchange Commission (http://www.sec.gov) or on Seller’s own website as previously identified to Buyer and each Buyer Funding Party;

• within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Flowers, the consolidated balance sheets and related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows of Flowers and its consolidated subsidiaries, in each case, as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year ended with the last day of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a financial officer of Flowers as presenting fairly the financial condition and results of operations of Flowers and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, provided, that Seller shall be deemed to have delivered the financial statements referred to in this Section 5.3(v)(ii) if such financial statements or other information have been posted on the website of the Securities and Exchange Commission (http://www.sec.gov) or on Seller’s own website as previously identified to Buyer and each Buyer Funding Party;

• Officer’s Certificates. At the time of the delivery of the financial statements provided for in Section 5.3(v)(i) and (ii), a certificate of a Responsible Officer of the Seller in the form of Exhibit J to the Flowers Credit Agreement; provided, at any time Rabobank (or an Affiliate thereof) is a party to the Flowers Credit Agreement, Seller shall be deemed to deliver the certificate referred to in this Section 5.3(v)(iii) at the time such certificate is delivered to Rabobank (or an Affiliate thereof) under the Flowers Credit Agreement.

• on or prior to the date that is two (2) days prior to each Settlement Date (or, if such day is not a Business Day, the next succeeding Business Day), the Seller shall deliver a Portfolio Report to the Buyer; and

• such other information, documents, records or reports respecting the Receivables and the Related Security or the condition or operations, financial or otherwise, of it as Buyer or any Buyer Funding Party may from time to time reasonably request.

• Further Assurance. Each Seller Entity agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as Buyer may from time to time reasonably request to preserve, protect and perfect the security interests granted by it hereunder and under the other Transaction Agreements and the rights and remedies created hereby, including the payment of any fees and stamp, documentary or similar Taxes required in connection with the execution and delivery of this Framework Agreement, the granting of such security interests and the filing of any financing statements or other documents in connection herewith or therewith. Each Seller Entity shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each

• contract, agreement or instrument pertaining to each Collection Account, all in accordance with the terms and conditions thereof.

• Commingled Accounts. No Seller Entity will permit funds in any Collection Account to be subject to any Lien, attachment or encumbrance (other than Permitted Liens). If, notwithstanding the foregoing, any funds are deposited into any Collection Account that are subject to a Lien, attachment or encumbrance (other than Permitted Liens), the related Originator shall promptly (but in any event within one (1) Business Day after identification and deposit) remove such funds from the Collection Account.

• Consolidations and Mergers. Flowers shall not, and shall not permit any of its Subsidiaries to, consolidate or merge with or into any other Person, except as permitted under Section 10.02 of the Flowers Credit Agreement (as in effect on the SecondThird Amendment Effective Date).

• Collection Accounts.

• Account Arrangements.

• The Collection Accounts established and subject to the Existing Control Agreements are identified as such on Schedule 5 hereto. Prior to the Post-Closing Effective Date, the Seller shall deliver to the Buyer a fully executed Control Agreement with respect to (x) each of the Collection Account that are identified on Schedule 5 as of the date hereof that are not subject to an Existing Control Agreement and (y) each of the Collection Accounts of each New Sales Originator, in form and substance reasonably satisfactory to the Buyer.

• Each Collection Account is maintained in an Originator’s name. Each Originator hereby (A) agrees that Collections of Receivables in its Collection Accounts are solely the property of the Seller and/or Buyer and subject to a first priority and, after the Post-Closing Effective Date, a perfected security interest granted to Seller pursuant to the Receivables Distribution Agreement and to Buyer pursuant to this Framework Agreement; and (B) agrees that any interest which such Originator may have in the Collections of Receivables in such Collection Account as owner of such Collection Accounts solely as bailee in trust for the Seller, as owner, and/or Buyer, as owner and as secured party, and waives any other right or interest it may have in such Collections, including any right of offset. Each of Seller and Buyer authorizes and instructs each such Originator, as the accountholder of a Collection Account, to enter into a Control Agreement with the bank at which such Collection Account is held. Each such Originator hereby hypothecates to Buyer, and grants to Buyer, a security interest in, all of such Originator’s right, title and interest in and to each such Collection Account and all funds therein (and investments thereof) and all proceeds thereof, as collateral security for the performance by such Originator of all the terms, covenants and agreements on the part of such Originator to be performed under the Transaction Agreements in accordance with the terms thereof, including the punctual payment when due of all obligations of such Originator thereunder, whether for indemnification payments, repurchases of Receivables or otherwise.

• Except for the Control Agreements, there are no other control agreements or similar instruments, there are no other security agreements or similar instruments, in each case, with respect to any Collection Account.

• Payments to the Collection Accounts. Unless and until the Facility Term has expired and all amounts then owing by Seller Entities under the Transaction Agreements have been paid and full:

• Each Originator shall direct each applicable Obligor to make, and shall use commercially reasonable efforts to ensure that each applicable Obligor continues to make, all payments relating to any Receivables of such Obligor directly into a Collection Account;

• if any payments by any applicable Obligor in connection with any Receivables are received by any Seller Entity or any Affiliate thereof in any account (other than a Collection Account) or otherwise, such Seller Entity shall cause such payment to be promptly (and, in any event, within two (2) Business Days of such Seller Entity’s discovery of the receipt thereof) deposited into a Collection Account;

• to the extent any Related Security is not assigned or pledged under any Transaction Agreement due to any contractual restrictions and any Seller Entity or any Affiliate thereof receives any payment thereunder relating to any such Receivable referred to in clause (i) of this Section 5.4(b), such Seller Entity shall cause such payment to be promptly (and, in any event, within two Business Days of receipt and identification thereof) deposited into a Collection Account; and

• no Seller Entity shall add or terminate any bank as a bank maintaining a Collection Account or any deposit account as a Collection Account, change any instructions given to any bank which in any manner redirects the proceeds of any Collections to any account which is not a Collection Account, which from and after the Post-Closing Effective Date shall be subject to a Control Agreement, or make any change in the instructions to Obligors regarding payments to be made to any Collection Account, unless either (i) Buyer shall have received at least 10 days’ prior written notice of such addition, termination or change and shall have received with respect to each new Collection Account, a related Control Agreement executed by each applicable Originator, the related depository institution and the Buyer or (ii) Seller and Buyer shall agree to other arrangements.

For the avoidance of doubt, the obligations of Seller Entities under this Section 5.4(b) shall be absolute and unconditional, irrespective of any limitation imposed upon Seller Entities or any Affiliates thereof on distributions from any other account into which a payment on such a Receivable is made.

• Distributions from the Collection Accounts. Notwithstanding the provisions of the foregoing Section 5.4(b), so long as no Specified Event of Default has occurred and is continuing, each Seller Entity, shall have the right to withdraw, distribute or otherwise transfer any funds held or received in or paid into a Collection Account to

• other accounts maintained by such Seller Entity or its Affiliates. If a Specified Event of Default has occurred and is continuing, then (i) at the written direction of the Buyer to the Seller, all such rights of each Seller Entity with respect to each Collection Account shall be suspended and (ii) following Buyer’s delivery of a shifting control notice with respect to the Collection Accounts pursuant to the terms of the related Control Agreement, Buyer shall be entitled to distribute (or instruct the related depositary bank to distribute) funds held in the related Collection Accounts in accordance with, and subject to the terms of, Section 5.5(b) until all amounts then due and payable by all Seller Entities under the Transaction Agreements have been paid in full.

• Remedies.

• Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, Seller agrees to deliver each item of Collateral to Buyer on demand, and it is agreed that Buyer shall have the right, with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law, including exercising control under any Control Agreement.

• Application of Proceeds. Buyer shall apply the proceeds of any collection or sale of Collateral consisting of cash as follows:

• FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by Buyer in connection with such collection or sale;

• SECOND, to the payment in full of the Secured Obligations; and

• THIRD, to Seller, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

• Certain Calculations.

• Certain Calculations. Buyer shall calculate the Funded Purchase Price, Funded Repurchase Price, Buyer Balance and all other amounts to be calculated under the Transaction Agreements, as well as any adjustments thereto, which calculations shall be made in a commercially reasonable matter and conclusive absent manifest error. Upon the reasonable request of Seller for any such calculations, Buyer shall promptly provide such calculations to Seller.

• Miscellaneous.

Except as otherwise expressly set forth in a Transaction Agreement, the following will apply to all Transaction Agreements:

• Further Assurances. Each Seller Entity agrees that from time to time it will promptly execute and deliver such other documents and instruments and take all further action that Buyer or any Buyer Funding Party may reasonably request, to carry out the purpose and intent of the Transaction Agreements, including in order to perfect, protect or more fully evidence Buyer’s interest in the Collateral and any proceeds thereof.

• Expenses. Each Seller Entity shall, on demand, pay all reasonably incurred costs, liabilities, losses, damages and expenses (including reasonable and documented legal fees and expenses of one outside counsel of Buyer (but excluding the allocated costs of in-house counsel)) incurred or suffered by Buyer in connection with (w) the negotiation, preparation, execution and delivery of this Framework Agreement, the other Transaction Agreements and any related documents, (x) the consummation of the transactions contemplated hereby or thereby, (y) the occurrence of an Event of Default or the exercise of any remedies under the Transaction Agreements in connection therewith and (z) the annual audits (if any) conducted by Buyer in connection with the Transaction Agreements pursuant to Section 5.3(k).

• Entire Agreement. This Framework Agreement, together with the other Transaction Agreements, constitutes the entire agreement between the Parties and supersedes all prior oral and written negotiations, communications, discussions, and correspondence pertaining to the subject matter of the Transaction Agreements.

• Order of Precedence. If there is a conflict between this Framework Agreement and any other Transaction Agreement, this Framework Agreement will control unless the conflicting provision of the other Transaction Agreement specifically references the provision of this Framework Agreement to be superseded.

• Amendments and Waivers. No amendment, supplement, modification or waiver of any provision of this Framework Agreement or any other Transaction Agreement, and no consent to any departure by any Seller Entity, shall be effective unless in writing signed by Buyer and the Required Buyer Funding Parties and Seller, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, without the consent of each Buyer Funding Party that would be affected thereby, no amendment, modification, supplement, waiver or consent shall be effective if the effect thereof would (i) waive, reduce or postpone any scheduled payment to such Buyer Funding Party; (ii) reduce the Pricing Rate on any portion of any Repurchase Price or any fee payable hereunder; (iii) extend the time for payment of any Repurchase Price; (iv) reduce the Buyer Balance; (v) reduce the percentage contained in the definition of “Required Funding Parties;” (vi) increase the Buyer Funding Limit of a Buyer Funding Party; extend the Scheduled Facility Expiration Date; or change the definition of Eligible Receivable; (vii) release all or any material portion of the Collateral (except as expressly

• provided herein); (viii) change the pro rata sharing of payments for the account of the Buyer Funding Parties or the pro rata sharing of funding commitments required hereby; (ix) consent to or permit the assignment or transfer by the Seller of its rights or obligations under this Framework Agreement; or (x) change this Section 7.5.

• Binding Effect. The Transaction Agreements will be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and permitted assigns.

• Assignment. Except as provided in this Framework Agreement or any other Transaction Agreement, neither this Framework Agreement nor any other Transaction Agreement, respectively, may be assigned or otherwise transferred, nor may any right or obligation hereunder or under another Transaction Agreement be assigned or transferred by any Party without the consent of the other Parties; provided that each of Buyer and the Buyer Funding Parties may transfer or assign any or all of the Transaction Agreements and its rights and obligations thereunder at any time during which a Specified Event of Default has occurred and is continuing; provided further, that each Buyer Funding Party may assign, in whole or in part, its interests, rights and obligations hereunder and under the other Transaction Agreements to any other Buyer Funding Party or any Affiliate of a Buyer Funding Party, and provided further, that any assignee of, participant in or other transferee of any of the rights or obligations of Buyer or a Buyer Funding Party under this Framework Agreement or any other Transaction Agreement shall deliver to the Seller, at the time it becomes an assignee, participant or other transferee and at the other time or times reasonably requested by the Seller, a validly completed Internal Revenue Service Form W-9 or W-8ECI permitting payments under this Framework Agreement or any other Transaction Agreement to be made without deduction or withholding for Taxes. Any permitted assignee shall assume all obligations of its assignor under this Framework Agreement. This Framework Agreement is binding upon the permitted successors and assigns of the Parties. Any attempted assignment not in accordance with this Section 7.7 shall be void.

• Notices. All notices, requests, demands, directions and other communications (collectively “notices”) under the provisions of this Framework Agreement shall be in writing (including facsimile or electronic communication) unless otherwise expressly permitted hereunder and shall be sent by first-class mail, first-class express mail or courier, or by facsimile or electronic communication, in all cases with charges prepaid. Any such properly given notice shall be effective when received. All notices shall be sent to the applicable party at the office set forth below or in accordance with the last unrevoked written direction from such party to the other parties hereto.

If to Buyer or Rabobank:
Coöperatieve Rabobank U.A., New York Branch
245 Park Avenue
151 West 42nd Street, 8th Floor
New York, New York 10167NY 10036
Attention:	Erin Scott
E-Mail:	TMTeam@rabobank.com
---	---	---
With copy to:
Coöperatieve Rabobank U.A., New York Branch
245 Park Avenue
151 West 42nd Street, 8th Floor
New York, New York 10167NY 10036
Attention:		SecMo
E-Mail:	SecMo@rabobank.com
If to Seller or any Originator:
Flowers Foods, Inc.
1919 Flowers Circle
Thomasville, GA 31757
Attention:		MrD. R. Steve KinseyAnthony Scaglione
E-mail:	steve.kinsey@flocorp.comanthony.scaglione@flocorp.com
With a copy to:
Flowers Foods, Inc.
1919 Flowers Circle
Thomasville, GA 31757
Attention:		James Thomas Rieck
Telecopy:		229-225-5439
Telephone:		229-227-2253
E-mail:	jt.rieck@flocorp.com

• GOVERNING LAW. THIS FRAMEWORK AGREEMENT AND EACH OTHER TRANSACTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

• Jurisdiction. Each Party hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to this Framework Agreement and any other Transaction Agreement, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The Parties hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

• WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS FRAMEWORK AGREEMENT OR ANY OF THE OTHER TRANSACTION AGREEMENTS OR THE ACTIONS OF BUYER OR BUYER FUNDING PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

• Severability. The provisions of this Framework Agreement and each other Transaction Agreement are intended to be severable. If any provision of this Framework Agreement or any other Transaction Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

• Termination; Survival.

• This Agreement, the Security Interests and all other security interests granted hereby and the appointment of Buyer contemplated by Section 4.6(c) shall terminate on such date following the Facility Expiration Date when all the Secured Obligations have been paid in full; provided that, notwithstanding the foregoing, the provisions of Section 5.3(h) shall survive any termination or expiration of this Framework Agreement and any of the other Transaction Agreements.

• In connection with any termination pursuant to this Section 7.13, Buyer shall execute and deliver to Seller Entities, at Seller Entities’ expense, all documents that Seller shall reasonably request to evidence such termination or release and shall return any Collateral remaining in its possession to Seller.

• Counterparts. Each Transaction Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when executed and delivered, shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same agreement. Delivery of an executed signature page to any Transaction Agreement by facsimile transmission or other electronic image scan transmission shall be as effective as delivery of a manually signed counterpart of such Transaction Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Framework Agreement or any Transaction Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that

• nothing herein shall require the Buyer to accept electronic signatures in any form or format without its prior consent.

• Right of Setoff. If an Event of Default shall have occurred and be continuing, Buyer and each Buyer Funding Party is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off any obligations at any time owing by Buyer or such Buyer Funding Party to or for the credit or the account of any Seller Entity against any and all of the obligations of such Seller Entity, now or hereafter existing under this Framework Agreement or any other Transaction Agreement to Buyer or such Buyer Funding Party, irrespective of whether or not Buyer or such Buyer Funding Party shall have made any demand under this Framework Agreement or any other Transaction Agreement and although such obligations of such Seller Entity may be contingent or unmatured. The rights of Buyer and each Buyer Funding Party under this Section 7.15 are in addition to other rights and remedies (including other rights of setoff) that Buyer or such Buyer Funding Party may have. Buyer and each Buyer Funding Party agrees to notify any affected Seller Entity promptly after any such setoff and application; provided, that the failure to give such notice shall not affect the validity of such setoff and application.

• USA Patriot Act. Buyer and each Buyer Funding Party hereby notifies Seller and Originators that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), it may be required to obtain, verify and record information that identifies Seller and each Originator, which information includes the name, address, tax identification number and other information regarding such Person, that will allow it to identify such Person in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act. Each Seller Entity agrees to provide Buyer and each Buyer Funding Party, from time to time, with all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

• Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Transaction Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Transaction Agreement, to the extent such liability is unsecured, may be subject to the Write-down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

• the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an Affected Financial Institution; and

• the effects of any Bail-In Action on any such liability, including, if applicable:

• a reduction in full or in part or cancellation of any such liability;

• a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Agreement; or

• the variation of the terms of such liability in connection with the exercise of the Write-down and Conversion Powers of the applicable Resolution Authority.

• Addition of New Originators. From time to time upon not less than 10 days’ prior written notice to Buyer and each Buyer Funding Party (or such shorter period of time as Buyer may agree upon), Seller may propose that one or more of the direct or indirect, existing or hereafter acquired, wholly-owned subsidiaries of Flowers become an Originator hereunder and a “Seller” under the Receivables Distribution Agreement. No such addition shall become effective (a) without the written consent of the Buyer and each Buyer Funding Party but may become effective prior to such 10th day if such written consent is given more promptly, and (b) unless all the following conditions precedent to such addition are satisfied prior to such date:

• each new Originator will execute a Joinder Agreement;

• each new Originator and the related depositary bank shall deliver to Buyer satisfactory Control Agreements with respect to any Collection Accounts of the new Originator;

• each new Originator will deliver to Buyer (i) a legal existence and good standing certificate from the jurisdiction of its organization, (ii) a copy of its certificate of incorporation or formation certified by the secretary of state of the jurisdiction of its organization, and (iii) a secretary’s certificate from such new Originator’s certifying (A) no amendments to the certificate delivered pursuant to clause (ii) since the certified copy thereof, (B) a copy of the related bylaws, operating agreement or similar organizational document of such new Originator, (C) a copy of the resolutions of the board of directors or managers or similar governing body of such new Originator authorizing the execution, delivery and performance of the transaction documents to which such new Originator is a party and (D) the names and true signatures of the officers authorized to sign the transaction documents on behalf of such new Originator;

• each new Originator will deliver UCC lien search reports in respect of filings made against such new Originator satisfactory to the Buyer;

• each new Originator will deliver a UCC-1 financing statement naming such new Originator, as debtor/Originator, and the Buyer, as secured party/buyer, filed with the Secretary of State of the jurisdiction where such new Originator is organized;

• each new Originator will deliver an opinion of counsel to such new Originator (which may be from in-house counsel of Flowers) reasonably satisfactory to Buyer relating to (i) corporate matters relating to such new Originator, (ii) the due authorization, execution and delivery of the transaction documents by such new Originator, (iii) the legality, validity and enforceability of transaction documents to which the new Originator is a party, (iv) absence of required consents, approvals, filings or registrations of or with governmental authorities, (v) execution and delivery of the transaction documents does not violate, and no such execution and delivery of transaction documents gives rise to liens under, applicable laws, material agreements or organizational documents, (vi) Investment Company Act matters and (vii) creation and perfection of Buyer’s interest in Receivables and related assets of such new Originator; and

• each new Originator will deliver information reasonably satisfactory to Buyer and each Buyer Funding Party in response to its legal and business diligence requests.

• Exclusion of Originators. Seller may designate any Originator as an “Excluded Originator” in connection with the sale or other disposition of such Originator by Flowers or its Subsidiaries or the transition of the origination of Receivables being originated by such Originator to a different Originator or if such Originator is no longer originating Receivables by written notice to Buyer and each Buyer Funding Party, specifying the effective date, which shall be a Repurchase Date if a Transaction is outstanding, of such designation (the “Exclusion Effective Date” for such Excluded Originator) if no Event of Default or Potential Event of Default has occurred and is continuing or would occur as a result of such designation. The representations, covenants and provisions of this Agreement applicable to an Originator shall no longer be applicable to an Excluded Originator after the Exclusion Effective Date for such Excluded Originator, and such Excluded Originator shall cease to be a party hereto. The parties hereto shall work together in good faith to effectuate any actions as may be appropriate in connection with the designation of an Originator as an Excluded Originator.

• Confidentiality. Each Seller Entity, Buyer and each Buyer Funding Party shall keep all non-public information obtained pursuant to (i) this Framework Agreement and each other Transaction Agreement and (ii) the transactions contemplated hereby or thereby or effected in connection herewith or therewith (“Confidential Information”) confidential and will not disclose such information to any third party; provided the Transaction Agreements (other than the Fee Letter) may be disclosed by Flowers pursuant to applicable law (including SEC requirements). However, each party may disclose Confidential Information (a) reasonably required by a bona fide permitted assignee, provided, that any such assignee to whom such disclosure is made shall have agreed to abide by the confidentiality provisions of this Section 7.20, (b) to its affiliates, officers, directors, employees, attorneys, accountants, agents and professional advisers engaged in the transactions contemplated by this Framework Agreement and the other Transaction Agreements who are bound by a duty of confidentiality (including by means of applicable policies of the relevant party), (c) to any other person with the prior written

• consent of the party from whom such Confidential Information was obtained, (d) to the extent necessary in connection with the exercise of any remedies hereunder or under any other Transaction Agreement or any action or proceeding relating to this Agreement or any other Transaction Agreements or the enforcement of rights hereunder or thereunder, (e) as may be required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (f) to parties to whom disclosure of Confidential Information is required by any other applicable Law, subpoena, court order or other legal process or requested by any governmental agency or other regulatory authority (including any self-regulatory organization asserting jurisdiction over the applicable party or its affiliates); provided that (in the case of any disclosure under foregoing clause (e) or (f)) the disclosing party will, to the extent permitted by applicable Law, give reasonable notice of such disclosure requirement to the party from whom such Confidential Information was obtained prior to disclosure of the Confidential Information, and will disclose only that portion of the Confidential Information that is necessary to comply with such requirement in a manner reasonably designed to maintain the confidentiality thereof; and provided further that no such notice shall be required for any disclosure by Buyer or Buyer Funding Party to regulatory authorities with appropriate jurisdiction in connection with an examination of Buyer or Buyer Funding Party in the normal course. Each such party agrees that any Confidential Information shall be used only in connection with this Framework Agreement and the transactions contemplated hereby and not for any other purpose. Confidential Information shall not include information that:

• was known to the recipient party previous to its receipt of the relevant Confidential Information;

• is, or becomes, readily available to the public other than through a breach by a recipient party or any Person to whom Confidential Information has been disclosed by a recipient party of the obligations set forth herein or a duty of confidentiality owed by such Person;

• has been, or is later, disclosed to the recipient party by a third party not known to the recipient party to be bound by any confidentiality agreement; or

• was independently developed by the recipient party, either before or after the Effective Date, without using any of the Confidential Information.

The Seller Entities each acknowledges and agrees that Buyer may share information on matters relating to the Seller Entities or the transactions contemplated by this Framework Agreement and the other Transaction Agreements with its affiliates and subsidiaries, and that such affiliates and subsidiaries may likewise share information relating to the Seller Entities or such transactions with Buyer. The Seller Entities each hereby authorize Buyer and its affiliates to disclose the existence and principal terms of this Framework Agreement and the other Transaction Agreements (other than the Fee

Letter) (including the names and respective roles of the Seller Entities and Buyer in connection therewith) for the purpose of conducting and marketing their businesses.

• Tax Treatment. Buyer, each Buyer Funding Party and each Seller Party will treat the Transactions effected by the Transaction Agreements for U.S. federal and state income tax purposes as loans by Buyer and each Buyer Funding Party secured by the applicable Collateral, and agree to prepare their U.S. federal and state income tax returns, if required, in a manner consistent with the foregoing, unless otherwise required by applicable law.

• Register. Buyer, acting solely for this purpose as a non-fiduciary agent of Seller (and such agency being solely for tax purposes), shall maintain at its office a copy of each assignment or participation of its rights hereunder and a register for the recordation of the names and addresses of the Persons that become privy to those rights hereto and, with respect to each such Person, the aggregate assigned Purchase Price and applicable Price Differential and Pricing Rate (the “Register”). The Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice.

• Buyer as Agent.

• Appointment. Each Buyer Funding Party hereby irrevocably appoints Coöperatieve Rabobank, U.A., New York Branch, to act as its agent with respect to the Transactions and the Transaction Agreements and authorizes Rabobank as Buyer to take such action as agent on its behalf and to exercise such powers as are delegated to Buyer by the terms thereof, together with such powers as are reasonably incidental thereto. It is understood and agreed that the use of the term “agent” herein with reference to Buyer is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. Rabobank shall have the same rights and powers in its capacity as a Buyer Funding Party as any other Buyer Funding Party and may exercise the same as though it were not Buyer, and Rabobank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Seller Entity or Obligor, any of their respective Affiliates and any Person who may do business with or own securities of any Seller Entity or Obligor or any of their respective Affiliates as if it were not Buyer and without any duty to account therefor to the Buyer Funding Parties.

• Immunities and Limitations on Duties. Buyer shall not have any duties or obligations except those expressly set forth in the Transaction Agreements. Without limiting the generality of the foregoing, (i) Buyer shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) Buyer shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that Buyer is instructed in writing to exercise by the Required Buyer

• Funding Parties or such other number or percentage of the Buyer Funding Parties as shall be necessary under the circumstances as provided in Section 7.5, or in any case such other number or percentage of the Buyer Funding Parties as Buyer shall believe in good faith to be necessary under the applicable Transaction Agreement and (iii) except as expressly set forth in the Transaction Agreements, Buyer shall not have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to a Seller Entity or its Affiliates that is communicated to or obtained by the institution serving as Buyer or any of its Affiliates in any capacity.

• Reliance on Third Parties. Buyer shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Transaction Agreements for being the signatory, sender or authenticator thereof). Buyer also may rely upon any statement made to it orally or by telephone and reasonably believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Transaction Agreements for being the signatory, sender or authenticator thereof), and shall not incur any liability for relying thereon. Buyer also may consult with legal counsel (who may be counsel for a Seller Entity), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

• Independent Credit Decisions. Each Buyer Funding Party acknowledges that it has, independently and without reliance upon Buyer or any other Buyer Funding Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Framework Agreement. Each Buyer Funding Party also acknowledges that it will, independently and without reliance upon Buyer or any other Buyer Funding Party and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Framework Agreement or any other Transaction Agreement, any related agreement or any document furnished hereunder or thereunder.

• Indemnification. (a) Each Buyer Funding Party (proportionately in accordance with its respective Funding Percentage) severally agrees to indemnify Buyer (to the extent not reimbursed by the Seller Entities), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Buyer in any way relating to or arising out of this Framework Agreement or any action taken or omitted by the Buyer under this Framework Agreement or any other Transaction Agreement; provided that (i) no Buyer Funding Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising from Buyer’s gross negligence or willful misconduct to the extent such gross negligence or willful misconduct is determined by a court of competent jurisdiction in a

• final and non-appealable decision, and (ii) no Buyer Funding Party shall be liable for any amount in respect of any compromise or settlement or any of the foregoing unless such compromise or settlement is approved by the Required Buyer Funding Parties. Without limitation of the generality of the foregoing, each Buyer Funding Party (proportionately in accordance with its respective Funding Percentage) agrees to reimburse Buyer, promptly upon demand, for any reasonable expenses (including reasonable counsel fees) incurred by Buyer in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Framework Agreement or any other Transaction Agreement; provided that no Buyer Funding Party shall be responsible for the costs and expenses of Buyer in defending itself against any claim alleging the gross negligence or willful misconduct of Buyer to the extent such gross negligence or willful misconduct is determined by a court of competent jurisdiction in a final and non-appealable decision.

• Satisfaction of Certain Conditions. Each Buyer Funding Party, by delivering its signature page to this Framework Agreement and, if applicable, funding its initial Transaction on the Effective Date, or delivering its signature page to an assignment pursuant to which it shall become a Buyer Funding Party hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Transaction Agreement and each other document required to be delivered to, or be approved by or satisfactory to, Buyer or the Buyer Funding Parties on the Effective Date.

• Exclusive Benefit. The provisions of this Section 7.23 are solely for the benefit of Buyer and the Buyer Funding Parties, and none of the Seller Entities shall have any rights as a third party beneficiary of any such provisions.

[SIGNATURE PAGES FOLLOW]

Buyer and Buyer Funding Party:
Coöperatieve Rabobank U.A., New York Branch
By:
Name:
Title:
By:
Name:
Title:
Seller:
Flowers Foods, Inc.
By:
Name:
Title:
		Originators:
---	---	---
Mesa Organic Baking Co., Inc.	Tuscaloosa Organic Baking Co., LLC
C&G Holdings Inc.	Flowers Baking Co. of Villa Rica, LLC
Dave’s Killer Bread, Inc.	Flowers Foods Specialty Group, LLC
Derst Baking Company, LLC	Flowers Specialty Snack Sales, Inc.
Flowers Baking Co. of Bardstown, LLC	Franklin Baking Company, LLC
Flowers Baking Co. of Batesville, LLC	Holsum Bakery, Inc.
Flowers Baking Co. of Baton Rouge, LLC	Lepage Bakeries Park Street, LLC
Flowers Baking Co. of Birmingham, LLC	Lepage Bakeries Brattleboro, LLC
Flowers Baking Co. of Bradenton, LLC	Flowers Baking Co. of Lakeland, Inc.
Flowers Baking Co. of California, LLC	Tasty Baking Company
Flowers Baking Co. of Denton, LLC	Flowers Bakeries Sales of Alabama, LLC
Flowers Baking Co. of Denver, LLC	Flowers Bakeries Sales of Desert Southwest, LLC
Flowers Baking Co. of El Paso, LLC	Flowers Bakeries Sales of Florida, LLC
Flowers Baking Co. of Florida, LLC	Flowers Bakeries Sales of Georgia, LLC
Flowers Baking Co. of Henderson, LLC	Flowers Bakeries Sales of Louisiana, LLC
Flowers Baking Co. of Houston, LLC	Flowers Bakeries Sales of Mid Atlantic, LLC
Flowers Baking Co. of Jacksonville, LLC	Flowers Bakeries Sales of Midwest, LLC
Flowers Baking Co. of Jamestown, LLC	Flowers Bakeries Sales of NE Metro North, LLC
Flowers Baking Co. of Lafayette, LLC	Flowers Bakeries Sales of NE Metro South, LLC
Flowers Baking Co. of Lenexa, LLC	Flowers Bakeries Sales of New England, LLC
Lynchburg Organic Baking Co., LLC	Flowers Bakeries Sales of NorCal, LLC
Flowers Baking Co. of Miami, LLC	Flowers Bakeries Sales of North Texas, LLC
Flowers Baking Co. of Modesto, LLC	Flowers Bakeries Sales of SoCal, LLC
Flowers Baking Co. of Morristown, LLC	Flowers Bakeries Sales of South Texas, LLC
Flowers Baking Co. of New Orleans, LLC	Flowers Bakeries Sales of Tennessee, LLC
---	---	---	---
Flowers Baking Co. of Norfolk, LLC	Tasty Baking Sales, LLC
Flowers Baking Co. of Ohio, LLC	Flowers Bakeries Sales, LLC
Flowers Baking Co. of Oxford, Inc.	Holsum Holdings, LLC
Flowers Baking Co. of Portland, LLC	DKB Organic Bakeries, LLC
Flowers Baking Co. of San Antonio, LLC	Flowers Baking Co. of Tyler, LLC
Flowers Baking Co. of Texas, LLC	Flowers Bakeries Sales of Utah, LLC
Flowers Baking Co. of Thomasville, LLC
	By:
	Name:		J.T. Rieck
	Title:	Secretary and Treasurer
	Flowers Bakeries, LLC
	By:
	Name:		J.T. Rieck
	Title:	Treasurer

ANNEX I

ORIGINATORS

Mesa Organic Baking Co., Inc.	Tuscaloosa Organic Baking Co., LLC
C&G Holdings Inc.	Flowers Baking Co. of Villa Rica, LLC
Dave’s Killer Bread, Inc.	Flowers Foods Specialty Group, LLC
Derst Baking Company, LLC	Flowers Specialty Snack Sales, Inc.
Flowers Baking Co. of Bardstown, LLC	Franklin Baking Company, LLC
Flowers Baking Co. of Batesville, LLC	Holsum Bakery, Inc.
Flowers Baking Co. of Baton Rouge, LLC	Lepage Bakeries Park Street, LLC
Flowers Baking Co. of Birmingham, LLC	Lepage Bakeries Brattleboro, LLC
Flowers Baking Co. of Bradenton, LLC	Flowers Baking Co. of Lakeland, Inc.
Flowers Baking Co. of California, LLC	Tasty Baking Company
Flowers Baking Co. of Denton, LLC	Flowers Bakeries Sales of Alabama, LLC
Flowers Baking Co. of Denver, LLC	Flowers Bakeries Sales of Desert Southwest, LLC
Flowers Baking Co. of El Paso, LLC	Flowers Bakeries Sales of Florida, LLC
Flowers Baking Co. of Florida, LLC	Flowers Bakeries Sales of Georgia, LLC
Flowers Baking Co. of Henderson, LLC	Flowers Bakeries Sales of Louisiana, LLC
Flowers Baking Co. of Houston, LLC	Flowers Bakeries Sales of Mid Atlantic, LLC
Flowers Baking Co. of Jacksonville, LLC	Flowers Bakeries Sales of Midwest, LLC
Flowers Baking Co. of Jamestown, LLC	Flowers Bakeries Sales of NE Metro North, LLC
Flowers Baking Co. of Lafayette, LLC	Flowers Bakeries Sales of NE Metro South, LLC
Flowers Baking Co. of Lenexa, LLC	Flowers Bakeries Sales of New England, LLC
Lynchburg Organic Baking Co., LLC	Flowers Bakeries Sales of NorCal, LLC
Flowers Baking Co. of Miami, LLC	Flowers Bakeries Sales of North Texas, LLC
Flowers Baking Co. of Modesto, LLC	Flowers Bakeries Sales of SoCal, LLC
Flowers Baking Co. of Morristown, LLC	Flowers Bakeries Sales of South Texas, LLC
Flowers Baking Co. of New Orleans, LLC	Flowers Bakeries Sales of Tennessee, LLC
Flowers Baking Co. of Norfolk, LLC	Tasty Baking Sales, LLC
Flowers Baking Co. of Ohio, LLC	Flowers Bakeries Sales, LLC
Flowers Baking Co. of Oxford, Inc.	Holsum Holdings, LLC
Flowers Baking Co. of Portland, LLC	DKB Organic Bakeries, LLC
Flowers Baking Co. of San Antonio, LLC	Flowers Baking Co. of Tyler, LLC
Flowers Baking Co. of Texas, LLC	Flowers Bakeries, LLC
Flowers Baking Co. of Thomasville, LLC	Flowers Bakeries Sales of Utah, LLC
Flowers Bakeries Sales Of Desert Mountain, LLC

SCHEDULE 1

DEFINITIONS

As used in the Transaction Agreements, the following terms have the following meanings unless otherwise defined in any Transaction Agreement:

“Accrual Period” has the meaning specified in Section 4.7.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliated Obligor” means any Obligor that is an Affiliate of another Obligor.

“Alternate Base Rate” means, as of any date of determination, a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the greater of:

• the rate of interest announced by Rabobank in New York, New York, from time to time, as Rabobank’s base rate; and
• one percent (1.00%) per annum above the Federal Funds Rate.

If for any reason Buyer has determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Rate for any reason, including the inability of Buyer to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in Rabobank’s base rate or the Federal Funds Rate shall be effective on the effective date of such change in such base rate or the Federal Funds Rate, respectively.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Seller Entity concerning or relating to bribery or corruption, including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Terrorism Laws” has the meaning specified in Section 4.01(t).

“Attributable Debt” means as of the date of determination thereof, without duplication, (i) in connection with a Sale and Leaseback Transaction, the net present value (discounted according to GAAP at the cost of debt implied in the lease) of the obligations of the lessee for rental payments during the then remaining term of any applicable lease, and (ii) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product to which such Person is a party, where such transaction is considered borrowed money indebted ness for tax purposes but is classified as an operating lease in accordance with GAAP.

Schedule 1 to Master Framework Agreement – page 1

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of a Transaction Period pursuant to this Framework Agreement or any other Transaction Agreement or (y) otherwise, any payment period for Price Differential calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of Price Differential calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed pursuant to Section 4.8(d).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means Title 11 of the United States Code, as amended, or any successor statute.

“Benchmark” means, with respect to any Transaction, (i) if Seller specifies “Term” pricing in the related Transaction Notice, then the Term SOFR Reference Rate or (ii) if the Seller specifies “Daily” pricing in the related Transaction Notice, then Daily Simple SOFR; provided that if a Benchmark Transition Event has occurred with respect to the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 4.8(a).

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by Buyer and Seller giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated repurchase facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Agreements.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by Buyer and Seller giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the

Schedule 1 to Master Framework Agreement – page 2

replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated repurchase facilities at such time in the United States.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

• in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
• in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

• a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

• a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component),

  Schedule 1 to Master Framework Agreement – page 3

• which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

• a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Agreement in accordance with Section 4.8 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Agreement in accordance with Section 4.8.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York, New York and, if the applicable Business Day relates to any determination of SOFR, Daily Simple SOFR or Term SOFR or any calculations or notices by reference to SOFR, Daily Simple SOFR or Term SOFR, shall exclude Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Buyer” has the meaning set forth in the Preamble.

Schedule 1 to Master Framework Agreement – page 4

“Buyer Balance” means, as of any time of determination, the excess, if any, of (x) the aggregate Funded Purchase Price funded by Buyer and applied to the Purchase Price under the Master Receivables Financing Agreement over (y) the aggregate Funded Repurchase Price received by Buyer (excluding any such amounts of Funded Repurchase Price attributable to payments of Price Differential) in connection with the outstanding Transaction (if any) and all prior Transactions as of such time of determination, subject to transfer or adjustment in accordance with the terms hereof.

“Buyer Funding Limit” means, (a) with respect to Rabobank on the Effective Date, $200,000,000 and (b) with respect to any Person who becomes a Buyer Funding Party by assignment from an existing Buyer Funding Party, the amount set forth in the related assignment documentation, in either case as such amount may be increased or reduced from time to time pursuant to assignments permitted hereunder.

“Buyer Funding Party” has the meaning set forth in the Preamble.

“Change of Control” means (a) any Originator shall cease to be a Wholly-Owned Subsidiary of Flowers or (b) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or shall (A) be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), of 30% or more on a fully diluted basis of the voting and/or economic interest in Flower’s capital stock or other Equity Interests or (B) have obtained the power (whether or not exercised) to elect a majority of Flower’s directors or (ii) the Board of Directors of Flowers shall cease to consist of a majority of Continuing Directors.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning set forth in Section 4.6(a).

“Collection Account” means any of the accounts specified on Schedule 5 hereto (as such Schedule 5 may be updated from time to time with the written consent of Seller and Buyer) and includes any associated Lockbox; provided, Schedule 5 shall be deemed automatically updated without the written consent of Seller or Buyer upon the establishment of each deposit account for each of the New Sales Originators.

“Collections” means, for any Receivable as of any date, the sum of all amounts, whether in the form of wire transfer, cash, checks, drafts, or other instruments, received by or for the account of any Seller Entity or in a Collection Account in payment of, or applied to, any amount owed by an Obligor on account of such Receivable on or before such date, including (i) all amounts received on account of such Receivable and all other fees and charges, (ii) cash proceeds of Related Security with respect to such Receivable (iii) all amounts deemed to have been received by any Seller Entity as a Collection pursuant to Section 2.03 of the Receivables Distribution Agreement, and (iv) the proceeds of a repurchase paid by an Originator pursuant to Section 2.04 of the Receivables Distribution Agreement.

“Confidential Information” has the meaning set forth in Section 7.20.

Schedule 1 to Master Framework Agreement – page 5

“Conforming Changes” means, with respect to either the use or administration of Daily Simple SOFR, Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of the definition of “Business Day,” the definition of “Transaction Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, and other technical, administrative or operational matters) that Buyer decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Buyer in a manner substantially consistent with market practice (or, if Buyer decides that adoption of any portion of such market practice is not administratively feasible or if Buyer determines) that no market practice for the administration of any such rate exists, in such other manner of administration as Buyer decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Agreements.

“Contingent Obligation” means, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include (x) endorsements of instruments for deposit or collection or product warranties extended, in each case, in the ordinary course of business and (y) the guarantee by Flowers of any operating lease of any Subsidiary of Flowers. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Continuing Directors” means the directors of Flowers on the SecondThird Amendment Effective Date and each other director if such director’s nomination for election to the board of directors of Flowers is recommended by a majority of the then Continuing Directors or is recommended by a committee of such board of directors a majority of which is composed of the then Continuing Directors.

Schedule 1 to Master Framework Agreement – page 6

“Contract” means, with respect to a Receivable, any written agreements, invoices, contracts or understandings between the applicable Originator and an Obligor pursuant to which the Receivable arises or is evidenced and under which the Obligor thereof is obligated to pay the Receivable to the applicable Originator.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and the terms “Controlling” and “Controlled” has meanings correlative thereto.

“Control Agreement” means each Existing Control Agreement (as may be terminated or replaced in accordance with Section 5.4(a)(iv)) and any other agreement in form and substance reasonably satisfactory to Buyer with respect to one or more Collection Accounts.

“Credit and Collection Policy” means each of the credit, collection, enforcement and other policies and practices of the Seller Parties relating to Receivables existing on the date hereof, copies of which have previously been delivered to Buyer and each Buyer Funding Party.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) the Floor and (b) SOFR for the day that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published on the SOFR Administrator’s website (or any successor source); provided, further that if SOFR is not published prior to 11:00 a.m. (New York City time) on such determination date, then SOFR for such determination date shall be SOFR as published on the immediately preceding U.S. Government Securities Business Day. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Seller.

“Defaulted Receivable” means a Receivable (a) as to which the Obligor has suffered an Insolvency Event, (b) which, consistent with the Credit and Collection Policy, would be written off as uncollectible or (c) as to which any payment, or part thereof, becomes unpaid for more than eight (8) weeks past its original invoice date (determined without regard to any modification thereof).

“Diligence Audit” has the meaning specified in Section 5.3.

“Dispute” means any dispute, deduction, claim, offset, defense, counterclaim, or right of set-off, including any dispute relating to goods, purchased or leased equipment, leased real or personal property, or services already paid for.

“Disqualified Preferred Stock” means any Equity Interest that by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interest that would

Schedule 1 to Master Framework Agreement – page 7

constitute Disqualified Preferred Stock, in each case, on or prior to the 91st day following the Maturity Date; provided that (i) any Equity Interests that would constitute Disqualified Preferred Stock solely because the holders thereof have the right to require Flowers to repurchase such Disqualified Preferred Stock upon the occurrence of a change of control or asset sale shall not constitute Disqualified Preferred Stock if the terms of such Equity Interests (and all securities into which they are convertible or for which they are exchangeable) provide that Flowers may not repurchase or redeem any such Equity Interests (and all securities into which they are convertible or for which they are exchangeable) pursuant to such provision unless the obligations (other than contingent indemnification claims) of Flowers and its Subsidiaries under the Flowers Credit Agreement are fully satisfied prior thereto or simultaneously therewith and (ii) only the portion of the Equity Interests meeting one of the foregoing clauses (a) through (d) prior to the date that is ninety-one (91) days after the Maturity Date will be deemed to be Disqualified Preferred Stock. Notwithstanding the preceding sentence, (A) if such Equity Interest is issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case in the ordinary course of business of Flowers or any Subsidiary, such Equity Interest shall not constitute Disqualified Preferred Stock solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and (B) no Equity Interest held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or immediate family members) of Flowers (or any Subsidiary) shall be considered Disqualified Preferred Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

“Distributor Receivable” mean a Receivable the Obligor of which is a wholesale distributor of an Originator’s goods.

“Domestic Subsidiary” means each Subsidiary of Flowers that is incorporated under the laws of the United States, any State or territory thereof or the District of Columbia.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” has the meaning set forth in the Preamble.

Schedule 1 to Master Framework Agreement – page 8

“Eligibility Criteria” means the criteria set forth in Schedule 3.

“Eligible Receivable” means, for purposes of any Transaction, a Receivable that meets all of the Eligibility Criteria in connection with such Transaction.

“Equity Interest” of any Person means any and all shares, interests, non-contingent rights to purchase, warrants, options, participations or other equivalents of or interest in (however designated) equity of such Person, including, without limitation, any common stock, preferred stock, any limited or general partnership interest and any limited liability company membership interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means each person (as defined in Section 3(9) of ERISA) which together with any Seller Entity or any Subsidiary of a Seller Entity would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” means any of the following:

• Seller shall have failed to pay any Repurchase Price in respect of any Transaction (other than the portion thereof attributable to Price Differential) when and as the same shall become due and payable and such failure shall continue unremedied for a period of one or more Business Days;

• Seller shall have failed to pay any portion of Repurchase Price attributable to Price Differential or any other amounts owing under any Transaction Agreement (other than amounts specified in clause (a) of this definition), in each case, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of two (2) or more Business Days;

• Any Seller Entity shall fail to observe or perform any covenant or agreement set forth in Sections 5.3(a), 5.3(m), 5.3(o), 5.3(s), or 5.3(u) of this Framework Agreement.

• Any Seller Entity shall fail to observe or perform any covenant, condition or agreement contained in this Framework Agreement or any other Transaction Agreement (excluding any covenants, conditions or agreements specified in clauses (a), (b) or (c) of this definition) and such failure shall continue unremedied for a period of thirty (30) or more days following the earlier of knowledge of by a Responsible Officer or notice to Seller of such failure;

  Schedule 1 to Master Framework Agreement – page 9

• any representation or warranty made or deemed made by or on behalf of any Seller Entity in or in connection with this Framework Agreement or any other Transaction Agreement shall prove to have been incorrect in any material respect when made or deemed made, and such failure to be correct shall continue unremedied for a period of thirty (30) or more days, unless such representation or warranty relates solely to one or more specific Receivables and any Seller Entity makes a deemed collection payment with respect to such Pool Receivable when and to the extent required by the Transaction Agreements;

• Buyer shall cease to have a perfected Security Interest in all or any portion of the Collateral granted by Seller Entities pursuant to the Transaction Agreements and such cessation shall have a Material Adverse Effect, except to the extent released in accordance with, or in connection with a disposition permitted under, the Transaction Agreements;

• an Insolvency Event shall occur with respect to any Seller Entity;

• (i)Flowers or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Repurchase Prices) beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) Flowers or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Repurchase Prices and a default specified under clause (m)) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization (as defined in the Flowers Credit Agreement), terminating (except voluntary terminations by Flowers or any of its Subsidiaries), prior to its stated maturity; or (iii) any Indebtedness (other than the Repurchase Prices) of Flowers or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by Flowers or any of its Subsidiaries), prior to the stated maturity thereof, provided that it shall not be an Event of Default under this clause (h) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000 or if any such default shall have been waived in writing by the holder or holders of such Indebtedness;

• one or more judgments or decrees shall be entered against Flowers or any other Seller Entity involving in the aggregate for Flowers and the other Seller Entities a liability (not paid or fully covered by a reputable and solvent insurance company) and such judgments and decrees either shall be final and non-appealable or shall not be

  Schedule 1 to Master Framework Agreement – page 10

• vacated, discharged or stayed or bonded pending appeal for any period of 60 consecutive days, and the aggregate amount of all such judgments exceeds $75,000,000;

• an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect or in the imposition of a Lien on any assets of any Seller Entity or ERISA Affiliate under Sections 436(f) or 430(k) of the Code or under Section 4068 of ERISA;

• the Master Receivables Financing Agreement or, after the Post-Closing Effective Date, the Control Agreements shall cease to be in full force and effect (except to the extent such agreement is terminated in accordance with its terms), or the validity or enforceability of any thereof shall be disputed by any Seller Entity;

• the occurrence of a Change of Control;

• the Flowers Credit Agreement Financial Covenant shall at any time be breached; provided, if, after the SecondThird Amendment Effective Date, the Flowers Credit Agreement Financial Covenant (or any of the defined terms used in connection with such covenant) is amended, amended and restated, modified or waived, then the test set forth in this clause (m) or the defined terms used therein, as applicable, shall, for all purposes of this Framework Agreement, automatically and without further action on the part of any Person, be deemed to be also so amended, modified or waived, if at the time of the effectiveness of such amendment, amendment and restatement, modification or waiver, (i) Rabobank (or an Affiliate thereof) is a party to the Flowers Credit Agreement and (ii) Rabobank (or an Affiliate thereof) consented in writing to such amendment, amendment and restatement, modification or waiver under the Flowers Credit Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Originator” has the meaning specified in Section 7.19.

“Excluded Receivable” means (a) any Distributor Receivable and (b) with respect to any Excluded Originator, any indebtedness of an Obligor to such Excluded Originator otherwise constituting a Receivable that is originated by such Excluded Originator on or after its Exclusion Effective Date.

“Exclusion Effective Date” has the meaning specified in Section 7.19.

“Executive Order” has the meaning specified in Section 5.1.

“Existing Control Agreement” means (a) that certain Deposit Account Control Agreement, dated as of July 17, 2013, among Flowers Foods Specialty Group, LLC, SunTrust Bank and Rabobank and (b) that certain Restricted Non-Blocked Account Agreement, dated as of July 16, 2013, among Flowers Bakeries LLC, Flowers Baking Co of New Orleans, LLC, Flowers Baking Co of Thomasville, LLC, Flowers Baking Co of Batesville, LLC, Flowers Baking Co of Denton, LLC, Flowers Baking Co of El Paso, LLC, Flowers Baking Co of Houston, LLC, Flowers

Schedule 1 to Master Framework Agreement – page 11

Baking Co of San Antonio, LLC, Flowers Baking Co of Tyler, LLC, Flowers Baking Co of Villa Rica, LLC, Holsum Bakery Inc., Bank of America, N.A. and Rabobank.

“Face Amount” means, with respect to any Receivable at any given time, the gross amount (if any) outstanding in respect of such Receivable at such time.

“Facility Expiration Date” means the Scheduled Facility Expiration Date; provided, that (i) the Facility Expiration Date shall be deemed to have occurred on the first date (if any) upon which an Insolvency Event shall occur with respect to any Seller Entity, (ii) on any Business Day during which an Event of Default has occurred and is continuing, Buyer may deliver a written notice to Seller terminating the Facility Term, in which case the Facility Expiration Date shall be deemed to occur on the date of such delivery and (iii) on any Business Day during the Facility Term, Seller may deliver a written notice to the Buyer terminating the Facility Term effective as of the first Settlement Date to occur that is at least three (3) Business Days following the date of such delivery.

“Facility Term” means the period beginning on the Effective Date and ending on the Facility Expiration Date.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Buyer from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means the fee letter agreement dated as of the date hereof between the Seller and the Buyer.

“Fiscal Period” means, for each calendar year, the relevant four week period specified on Schedule 6, as such Schedule may be amended from time to time by the Seller, with the consent of the Buyer, which consent shall not be unreasonably withheld, to reflect comparable fiscal periods of the Seller Entities.

“Floor” means 0.00%.

“Flowers Credit Agreement” means the Credit Agreement, dated as of February 5, 2025, among Flowers, the Lenders party thereto from time to time, PNC Bank, National Association, Rabobank, Regions Bank and Truist Bank, as co-documentation agents, Bank of America, N.A., as syndication agent, and Wells Fargo Bank, National Association, as administrative agent, as amended by First Amendment to Credit Agreement dated as of April 6, 2026 as the same may be further amended, restated, supplemented or otherwise modified from time to time.

Schedule 1 to Master Framework Agreement – page 12

“Flowers Credit Agreement Financial Covenant” means the financial covenants set forth in Sections 10.07 and 10.08 of the Flowers Credit Agreement as in effect on the SecondThird Amendment Effective Date and without giving effect to any amendment, restatement, supplement, modification, waiver or termination thereof (unless otherwise agreed to in writing by the Required Buyer Funding Parties in their sole discretion), i.e., the covenants that the “Consolidated Interest Coverage Ratio” on the last day of any fiscal quarter of Flowers may not be less than 4.50 to 1.00 and that the “Leverage Ratio” on the last day of any fiscal quarter of Flowers may not be greater than 3.75 to 1.00 (or, in certain circumstances set forth in the Flowers Credit Agreement, greater than 4.00 to 1.00).

“Foreign Official” has the meaning set forth in Section 5.1(p).

“Foreign Subsidiary” means, as to any Person, each Subsidiary of such Person which is not a Domestic Subsidiary.

“Framework Agreement” has the meaning set forth in the Preamble.

“Funded Purchase Price” means, with respect to any Transaction entered into (or proposed to be entered into) on any Purchase Date, the excess of (a) the Purchase Price for such Transaction over (b) the amount of Repurchase Price under any Transaction whose Repurchase Date coincides with such Purchase Date which is netted against such Purchase Price in accordance with Paragraph 12 of the Master Receivables Financing Agreement (any such netting being subject to Paragraph 12 of Annex I to the Master Receivables Financing Agreement).

“Funded Repurchase Price” means, with respect to any Transaction expiring on any Repurchase Date, the excess of (a) the Repurchase Price for such Transaction over (b) the amount of any Purchase Price under any other Transaction whose Purchase Date coincides with such Repurchase Date which is netted against such Repurchase Price in accordance with Paragraph 12 of the Master Receivables Financing Agreement (any such netting being subject to Paragraph 12 of Annex I to the Master Receivables Financing Agreement).

“Funding Conditions” has the meaning set forth in Section 4.3(a).

“Funding Limit” means the sum of the Buyer Funding Limits of all Buyer Funding Parties.

“Funding Limit Increase Amendment” means an amendment to the Framework Agreement that is reasonably satisfactory to the Buyer (solely for purposes of giving effect to Section 4.5), and the Seller executed by the Seller, Buyer and each Buying Funding Party that agrees to increase its Buyer Funding Limit in accordance with Section 4.5.

“Funding Percentage” means, with respect to any Buyer Funding Party, its Buyer Funding Limit as a percentage of the Funding Limit.

“GAAP” means generally accepted accounting principles as applied in the United States as in effect from time to time.

Schedule 1 to Master Framework Agreement – page 13

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, stock exchange, regulatory body, securities commission, bureau, board, court, central bank, Person or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Incremental Funding Commitment” has the meaning specified in Section 4.5(a).

“Incremental Funding Effective Date” means the date that such Incremental Funding Commitment becomes effective pursuant to Section 4.5(b).

“Incremental Funding Exercise Fee” has the meaning specified in Section 4.7(c).

“Incremental Funding Limit” means $50,000,000.

“Indebtedness” means, with respect to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services, (ii) the maximum amount available to be drawn under all letters of credit issued for the account of such Person and all unpaid drawings in respect of such letters of credit, (iii) all Indebtedness of the types described in clause (i), (ii), (iv), (v), (vi) or (vii) of this definition secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person; provided that, if such Person has not assumed such obligations, then the amount of Indebtedness of such Person for purposes of this clause (iii) shall be equal to the lesser of the aggregate unpaid amount of such Indebtedness and the fair market value of the assets of such Person which secure such Indebtedness, (iv) the aggregate amount required to be capitalized under leases under which such Person is the lessee, (v) all obligations of such person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all Contingent Obligations of such Person in respect of Indebtedness of another Person, (vii) all obligations under any Interest Rate Protection Agreement, Other Hedging Agreement or under any similar type of agreement, (viii) all Attributable Debt of such Person, (ix) the amount of any Permitted Repurchase Facilities and Permitted Securitizations of such Person, and (x) the greater of the aggregate liquidation value or the maximum fixed repurchase price of all Disqualified Preferred Stock,

Schedule 1 to Master Framework Agreement – page 14

provided that, notwithstanding the foregoing, (x) Indebtedness outstanding (a) pursuant to trade payables and accrued expenses incurred in the ordinary course of business and earn outs and other similar contingent payments, and (b) under leases shall continue to be classified and accounted for on a basis consistent with that reflected in the audited financial statements of Flowers delivered pursuant to Section 5.1(j) for all purposes notwithstanding any change in GAAP relating thereto and (y) liabilities presented on the balance sheet of Flowers or any Subsidiary shall not constitute Indebtedness to the extent attributable to, or arising because of, a VIE Transaction not prohibited hereunder.

“Indemnified Parties” means the Buyer, the Buyer Funding Parties and their respective Affiliates and successors and assigns and their respective officers, directors, managers, managing members, partners, employees, agents, advisors and representatives.

“Insolvency Event” means, with respect to any Person, the filing by such Person of a notice of intention to make a proposal under applicable insolvency legislation to some or all of its creditors; or the commencement or filing of a petition, notice or application by or against such Person of any proceedings to adjudicate it a bankrupt or insolvent or seeking liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law of any jurisdiction relating to the dissolution, liquidation or winding-up, bankruptcy, insolvency, reorganization of insolvent debtors, arrangement of insolvent debtors, readjustment of debt or moratorium of debts, or to obtain an order for relief by the appointment of a receiver, receiver manager, administrator, inspector, liquidator or trustee or other similar official for it or for any substantial part of its property and, if any such proceeding has been instituted against such Person, either (i) such proceeding has not been stayed or dismissed within 60 days or any of the actions sought in such proceeding (including the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official) are granted in whole or in part; or (ii) such Person has authorized, consented to, approved of or acquiesced in, or such Person has performed any act, or omitted to perform any act, that authorizes or indicates its consent to, approval of or acquiescence in, any such proceeding.

“Interest Rate Protection Agreement” means any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement, interest rate floor agreement or other similar agreement or arrangement.

“Joinder Agreement” means a joinder agreement in the form of Exhibit B hereto.

“Law” means, in respect of any Person, all provisions of constitutions, statutes, rules, regulations, and orders of Governmental Authorities applicable to such Person, and all orders and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound.

“Lien” means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), preference, priority or other security arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

Schedule 1 to Master Framework Agreement – page 15

“Lockbox” means a post office box or other mailing location maintained by a Lockbox Bank pursuant to a Lockbox Agreement for the purpose of receiving payments made by the Obligors for subsequent deposit into a Collection Account.

“Lockbox Agreement” means the agreement, if any, that governs the operation of a Lockbox which is in compliance with this agreement and which is in form and substance reasonably satisfactory to the Buyer.

“Lockbox Bank” means one or more banks as to which the Buyer and the Seller may agree upon from time to time.

“Market Value” means, with respect to any Eligible Receivable as of any date of determination, the product of (x) the Face Amount of such Eligible Receivable as of such date of determination multiplied by (y) ninety two and a half percent (9092.5%).

“Master Receivables Financing Agreement” means that certain 1996 SIFMA Master Repurchase Agreement dated as of the Effective Date, between Seller and Buyer, including Annex I thereto (and as amended thereby).

“Material Adverse Effect” means (a) a material adverse effect on (i) the business, assets, operations or financial condition of the Seller Entities considered as a consolidated group, (ii) the ability of any Seller Entity to perform its obligations under this Framework Agreement or any other Transaction Agreement to which it is a party, (iii) the validity, enforceability or collectability of this Framework Agreement or any other Transaction Agreement or the validity, enforceability or collectability of a material portion of the Receivables or other Collateral taken as a whole, (iv) the rights and remedies of the Buyer under this Agreement or any other Transaction Agreement or (v) the status, existence, perfection, priority or enforceability of the Buyer’s interest in the Collateral, or (b) any event or condition which constitutes an Event of Default or results in the imposition of any Lien (other than the Lien in favor of the Buyer pursuant hereto or Permitted Liens) on 1.00% or more of the aggregate Face Amount of the Eligible Receivables.

“Maturity Date” means the “Maturity Date” set forth in the Flowers Credit Agreement.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) any Seller Entity or any Subsidiary of a Seller Entity or an ERISA Affiliate and each such plan for the five year period immediately following the latest date on which any Seller Entity, any Subsidiary of a Seller Entity or any ERISA Affiliates maintained, contributed to or had an obligation to contribute to such plan.

“New Sales Originators” means Flowers Bakeries Sales of Alabama, LLC, an Alabama limited liability company, Flowers Bakeries Sales of Desert Southwest, LLC, an Arizona limited liability company, Flowers Bakeries Sales of Florida, LLC, a Florida limited liability company, Flowers Bakeries Sales of Georgia, LLC, a Georgia limited liability company, Flowers Bakeries Sales of Louisiana, LLC, a Louisiana limited liability company, Flowers Bakeries Sales of Mid Atlantic, LLC, a North Carolina limited liability company, Flowers Bakeries Sales of Midwest, LLC, an Ohio limited liability company, Flowers Bakeries Sales of NE Metro North, LLC, a New Jersey limited liability company, Flowers Bakeries Sales of NE Metro South, LLC, a Pennsylvania

Schedule 1 to Master Framework Agreement – page 16

limited liability company, Flowers Bakeries Sales of New England, LLC, a Maine limited liability company, Flowers Bakeries Sales of NorCal, LLC, a California limited liability company, Flowers Bakeries Sales of North Texas, LLC, a Texas limited liability company, Flowers Bakeries Sales of SoCal, LLC, a Nevada limited liability company, Flowers Bakeries Sales of South Texas, LLC, a Texas limited liability company, Flowers Bakeries Sales of Tennessee, LLC, a Tennessee limited liability company, Flowers Bakeries Sales of Utah, LLC, a Utah limited liability company and Tasty Baking Sales, LLC, a Pennsylvania limited liability company.

“Obligor” means with respect to any Receivable, the Person or Persons obligated to make payments with respect to such Receivable.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Organizational Documents” means a Party’s articles or certificate of incorporation or formation and its by-laws, operating agreement or similar governing instruments required by the laws of its jurisdiction of formation or organization.

“Originator” has the meaning set forth in the Preamble.

“Other Hedging Agreements” means any foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency or commodity values.

“Party” and “Parties” have the meaning set forth in the Preamble.

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“Permitted Holders” means the descendants of William H. Flowers, Sr. and members of their immediate families.

“Permitted Liens” means (a) any Security Interest in the Collateral granted by a Seller in favor of Buyer under any Transaction Agreement, (b) any inchoate liens for current Taxes not yet due and payable or for which the validity or amount thereof is being contested in good faith by appropriate proceedings and as to which adequate reserves are set aside in accordance with GAAP, but only so long as foreclosure with respect to such lien is not imminent and the use and value of the property to which the liens attach are not impaired during the pendency of such proceedings and (c) bankers’ liens, rights of setoff and other similar liens existing solely with respect to cash or instruments on deposit in a Collection Account.

“Permitted Repurchase Facility” has the meaning set forth in the Flowers Credit Agreement.

Schedule 1 to Master Framework Agreement – page 17

“Permitted Securitization” has the meaning set forth in the Flowers Credit Agreement.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity.

“Plan” means any single-employer plan, as defined in Section 4001 of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of), any Seller Entity or any Subsidiary of a Seller Entity or an ERISA Affiliate and each such plan for the five year period immediately following the latest date on which any Seller Entity, any Subsidiary of a Seller Entity or an ERISA Affiliate maintained, contributed or had an obligation to contribute to such plan.

“Portfolio Report” means a report in substantially the form attached hereto as Schedule 4.

“Post-Closing Effective Date” means the date occurring one-hundred and twenty (120) days following the Effective Date (or such later date, if any, consented to in writing by the Required Buyer Funding Parties in their sole discretion).

“Potential Event of Default” means the occurrence of any event that, with the giving of notice or lapse of time, would become an Event of Default.

“Price Differential” has the meaning set forth in the Master Receivables Financing Agreement.

“Pricing Rate” has the meaning set forth in the Master Receivables Financing Agreement.

“Pricing Schedule” has the meaning set forth in the Master Receivables Financing Agreement.

“Purchase Date” has the meaning set forth in the Master Receivables Financing Agreement.

“Purchase Price” has the meaning set forth in the Master Receivables Financing Agreement.

“Purchased Securities” has the meaning set forth in the Master Receivables Financing Agreement.

“Rabobank” has the meaning set forth in the Preamble.

“Rate Setting Notice” has the meaning set forth in Section 4.1(c).

“Receivable” means, collectively, all indebtedness owed to the applicable Originator by any Obligor (without giving effect to any purchase or distribution under the Receivables Distribution Agreement or any other Transaction Agreement), whether or not constituting an account, a payment intangible or a general intangible and whether or not evidenced by chattel paper or an instrument, whether now existing or hereafter arising and wherever located, arising in connection with the sale of goods by the applicable Originator to an Obligor under an invoice

Schedule 1 to Master Framework Agreement – page 18

between the applicable Originator and such Obligor, all monies due or to become due under such indebtedness, and including the right to payment of any other obligations of such Obligor with respect thereto. Notwithstanding the foregoing, the term “Receivable” shall not include Excluded Receivables.

“Receivables Distribution Agreement” means the Receivables Sale and Distribution Agreement dated as of the date hereof among the Seller and the Originators from time to time party thereto.

“Records” means correspondence, memoranda, computer programs, tapes, discs, papers, books or other documents or transcribed information of any type whether expressed in ordinary or machine readable language.

“Related Contract Rights” means, in relation to any Receivable, any rights of Originator under or relating to the Contract to the extent necessary to enforce collection of the Receivable.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, sub-agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Related Security” means, with respect to any Receivable:

• all of the applicable Originator’s interest, if any, in the goods (including returned goods), the sale of which by the applicable Originator gave rise to such Receivable;
• all other security interests or Liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, together with all financing statements signed or authorized by an Obligor describing any collateral securing such Receivable;
• all guarantees, indemnities, letters of credit, letter of credit rights, insurance or other agreements or arrangements of any kind from time to time supporting or securing payment of such Receivable;
• all Records relating to, and all service contracts and any other contracts associated with, such Receivable; and
• all proceeds of the foregoing.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

Schedule 1 to Master Framework Agreement – page 19

“Repurchase Date” has the meaning set forth in the Master Receivables Financing Agreement.

“Repurchase Price” has the meaning set forth in the Master Receivables Financing Agreement.

“Required Buyer Funding Parties” means Buyer Funding Parties holding Funding Percentages aggregating more than 50%.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, as to any Person, the Chairman, Chief Executive Officer, President, Chief Financial Officer, Treasurer, Controller or an Executive or Senior Vice President of such Person.

“Return” means any federal, state, foreign and other material return, statement, form or report for Taxes required to be filed with any Governmental Authority.

“Sale and Leaseback Transaction” means any arrangement, directly or indirectly, whereby a Seller Entity or transferor shall sell or otherwise transfer any real or personal property and then or thereafter lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreement, the same or similar property.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.

“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated or blocked Persons maintained by OFAC, the U.S. Department of State, or by the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, (b) any Person organized or resident in a Sanctioned Country if doing business with such Person would be in violation of any applicable Sanctions law required to be observed or (c) any Person owned or controlled by any such Person referred to in preceding clauses (a) or (b).

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom.

“Scheduled Facility Expiration Date” means April 1416, 20272029.

“SecondThird Amendment Effective Date” means April 14, 20252026.

“Secured Obligations” means (a) all of the payment obligations of the Originators and the Seller to Buyer, Buyer Funding Parties and any Indemnified Party under the Transaction Agreements, including obligations to pay any Repurchase Price, Price Differential, fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of

Schedule 1 to Master Framework Agreement – page 20

any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and (b) all other obligations of Originators and Seller required to be performed under or pursuant to the Transaction Agreements.

“Security Interest” means any pledge, charge, lien, assignment by way of security, retention of title and any other encumbrance or security interest whatsoever created or arising under any relevant Law, as well as any other agreement or arrangement having the effect of or performing the economic function of the same.

“Seller” has the meaning set forth in the Preamble.

“Seller Entity” means each of the Originators and the Seller.

“Settlement Date” means, with respect to each Fiscal Period, the 18th day following the last day of such Fiscal Period (or, if such day is not a Business Day, the next succeeding Business Day).

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Solvent” means, with respect to any Person at any time, that (a) the fair value of the property of such Person is greater than the total amount of liabilities (including without limitation contingent liabilities) of such Person, (b) the present fair saleable value of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (d) such Person is not engaged in a business and is not about to engage in a business for which such Person’s property would constitute an unreasonably small capital.

“Specified Event of Default” means the any of the following:

• an Event of Default of the kind specified in clause (a) or (b) of the definition thereof shall have occurred and be continuing; or
• an Insolvency Event shall occur with respect to any Seller Entity.

“Subsidiary” means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation has or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (b) any partnership, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% Equity Interest at the time.

Schedule 1 to Master Framework Agreement – page 21

“Taxes” means all taxes, assessments, charges, duties, fees, levies or other governmental charges imposed by any Governmental Authority, including, without limitation, all federal, state, local, foreign and other income, franchise, profits, capital gains, capital stock, transfer, sales, use, occupation, property, excise, severance, windfall profits, stamp, license, payroll, withholding and other taxes, assessments, charges, duties, fees, levies or other governmental charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Return), all estimated taxes, deficiency assessments, additions to tax, penalties and interest and shall include any liability for such amounts as a result either of being a member of a combined, consolidated, unitary or affiliated group or of a contractual obligation to indemnify any person or other entity.

“Term SOFR” means, with respect to any Transaction Period, the Term SOFR Reference Rate for a tenor comparable to the applicable Transaction Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Transaction Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Buyer in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Transaction” has the meaning set forth in the Master Receivables Financing Agreement.

“Transaction Agreements” has the meaning set forth in Section 2.1.

“Transaction Notice” has the meaning set forth in Section 4.1(a).

“UCC” means, with respect to any United States or foreign jurisdiction, the Uniform Commercial Code or any comparable law in effect in such jurisdiction.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

Schedule 1 to Master Framework Agreement – page 22

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unused Fee” has the meaning specified in Section 3.2.

“Unused Fee Rate” has the meaning specified in the Fee Letter.

“Upfront Fee” has the meaning specified in Section 4.7.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“VIE Transaction” means a transaction between Flowers or any Subsidiary and a Person where such Person is, because of the nature of such transaction and the relationship of the parties, a variable interest entity under FIN 46(r).

“Wholly-Owned Subsidiary” means, means, as to any Person, (a) any corporation 100% of whose capital stock (other than director’s qualifying shares and shares of a Foreign Subsidiary required to be held by a citizen or resident of the jurisdiction of organization thereof) is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (b) any partnership, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% Equity Interest at such time.

“Write-down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Schedule 1 to Master Framework Agreement – page 23

SCHEDULE 2

BANK ACCOUNTS

Rabobank:
Bank Name:	JP Morgan Chase NY
City, State:	New York, NY
SWIFT Code:	CHASUS33
ABA/Routing #:	021000021
Beneficiary Account Name:	Rabobank International
Beneficiary Account Number:	400212307
Ref:	Flowers Foods, Inc.
Seller:
Bank Name:	Wells Fargo Bank, NA
City, State:	San Francisco, CA
SWIFT Code:	WFBIUS6S
ABA Routing (Wires):	121000248
ABA Routing (ACH):	053101561
Beneficiary Account Name:	Flowers Foods, Inc.
Beneficiary Account Number:	2079900136016
Ref:	Rabobank AR Facility

Schedule 2 to Master Framework Agreement

SCHEDULE 3

ELIGIBILITY CRITERIA

In order for a Receivable to meet the Eligibility Criteria in connection with any Transaction, it must satisfy all of the following:

• such Receivable which was originated by the related Originator in the ordinary course of its business;

• the related Obligor is a resident of the United States, Mexico, Canada, Bahamas, Cayman Islands, Chile, Cyprus, Great Britain, Haiti, Jamaica, Japan, or Turks and Caicos;

• such Receivable does not constitute sales or other taxes, finance charges, service charges or similar charges (it being understood that only the portion of a Receivable so constituted shall not be eligible);

• (i) such Receivable arises from a sale of goods or services that have been provided or performed by the related Originator in the ordinary course of business; (ii) as to which the related Originator has satisfied and fully performed all obligations required to be fulfilled by it (other than customary warranty obligations); and (iii) such Receivable does not arise under a Contract that provides for any obligations of the related Originator after the creation of such Receivable, and no further action is required to be performed by any Person with respect such Receivable other than payment thereon by the related Obligor;

• such Receivable was originated in all material respects in accordance with the Credit and Collection Policy, and which has otherwise been underwritten in all material respects in accordance with the Credit and Collection Policy, and has terms which have not been impaired, waived, altered, extended, rewritten, renegotiated or otherwise modified since its origination in any material respect;

• the Obligor of which is not a natural person;

• such Receivable is denominated and payable only in Dollars in the United States and the related Contract is governed by the laws of the United States;

• reserved;

• such Receivable is not a Defaulted Receivable;

• the Obligor of which is Solvent and not subject to an Insolvency Event;

• the transfer, sale or assignment of such Receivable does not contravene any applicable Laws and is otherwise fully assignable by the related Originator to the Buyer (either under terms of the related Contract or by virtue of provisions of the UCC or other applicable law that render anti-assignment clauses ineffective), in each case (i) without the requirement of any notice to or consent of the Obligor or (ii) with notice to or the consent of the related Obligor and

  Schedule 3 to Master Framework Agreement

• such notice has been given or consent obtained (in each case in written form) with respect to the assignments contemplated in the Transaction Agreements;

• such Receivable does not contain any provision that restricts the ability of the Buyer to exercise its rights under this Framework Agreement or the other Transaction Agreements;

• such Receivable was not originated on a “billed but not shipped”, “bill and hold”, “guaranteed sale”, “sale and return”, “sale on approval”, “progress billed”, “consignment” or similar basis;

• such Receivable, together with any Contract related thereto, constitutes a legal, valid and binding obligation of the related Obligor, enforceable in accordance with its terms;

• such Receivable is not subject to any litigation, Dispute, counterclaim or other defenses;

• as to which neither the related Obligor nor any Affiliated Obligor is permitted to or has asserted any rights of setoff;

• such Receivable, together with any Contract related thereto, does not contravene in any material respect any Laws (including Laws relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which neither the related Originator nor the Obligor is in violation of any such Law in any material respect, in each case, which in any way renders unenforceable or would otherwise impair in any material respect the collectability of such Receivable;

• such Receivable is owned by the related Originator free and clear of all Liens (other than Permitted Liens);

• such Receivable has been sold or distributed by an Originator to the Seller, directly or indirectly through another Originator, pursuant to the Receivables Distribution Agreement;

• the related Obligor is not an Affiliate of any Seller Entity;

• such Receivable constitutes an “account” or a “payment intangible” as defined in the New York UCC, and which is not evidenced by an instrument or chattel paper (as defined in the New York UCC); and

  Schedule 3 to Master Framework Agreement

• the related Obligor (i) is not a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/index.shtml or as otherwise published from time to time; (ii) is not (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/index.shtml, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; and (iii) to the best of the knowledge of the applicable Originator, does not derive any of its assets or operating income from investments in or transactions with any such country, agency, organization or person; and none of the proceeds from any sales hereunder will be used by the Seller Entities to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

  Schedule 3 to Master Framework Agreement

SCHEDULE 4

FORM OF PORTFOLIO REPORT

(Attached.)

Schedule 4 to Master Framework Agreement

SCHEDULE 5

COLLECTION ACCOUNTS

(Redacted)

Schedule 5 to Master Framework Agreement

SCHEDULE 6

FISCAL PERIODS

(See attached.)

Schedule 6 to Master Framework Agreement

Exhibit A-1

Form of Transaction Notice

PLEASE DELIVER IMMEDIATELY

Date:
To:	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Buyer
Attn:
Phone:
Fax#:
cc:
Re:	New Transaction pursuant to Master Framework Agreement, dated as of April 14, 2023, as amended, by and among Flowers Foods, Inc., a Delaware corporation (“Flowers”), as seller, the subsidiaries of Flowers party thereto as Originators, the “Buyer Funding Parties” party thereto and Coöperatieve Rabobank U.A., as buyer. Capitalized terms used but not defined herein have the meanings set forth in, or by reference in, such Master Framework Agreement.
Loan Reference Number:
---	---
Purchase Date:
Prior Buyer Balance:
Purchase Price of new Transaction:
Type of Pricing of new Transaction:	[Term][Daily]
	[amount, if any, of reduction in Buyer Balance with respect to maturing Transaction]:
	Ending Buyer Balance:
	Repurchase Date of new Transaction:
	Flowers, as seller, hereby certifies that, after giving effect to the requested Transaction, the Buyer Balance does not exceed the lesser of the Funding Limit and the aggregate outstanding amount of all Eligible Receivables.

If you have any questions please contact

Phone:
Fax:
Email:

CONFIDENTIALITY NOTE: The information contained in this facsimile message is only for the use of the individual or entity to which it is addressed and may contain information that is privileged, confidential or exempt from disclosure under applicable law. If the reader of this facsimile is not the intended recipient or the person responsible for delivering this facsimile to the intended recipient, you are hereby notified that any use, distribution or copying of this information is strictly prohibited. If you have received this facsimile in error, please immediately notify us by telephone and destroy this facsimile. Thank you.

Exhibit A-1 to Master Framework Agreement – page 1

Exhibit A-2

Form of Rate Setting Notice

Exhibit A-2 to Master Framework Agreement – page 1

Exhibit B

Form of Joinder Agreement

• THIS JOINDER AGREEMENT is executed and delivered by __________________a ____________________ (“New Originator”) in favor of Coöperatieve Rabobank U.A., New York Branch, as Buyer (the “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, the “Master Framework Agreement”), among the parties named as Originators therein (each a “Originator” and, collectively, the “Originators”), Flowers Foods, Inc. (“Flowers”), as Seller (in such capacity, the “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, the “Receivables Distribution Agreement”), between the Originators as sellers and Flowers as buyer. Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Master Framework Agreement.

• Subject to receipt of counterparts hereof signed by the Buyer, by its signature below, New Originator hereby absolutely and unconditionally agrees that it shall be bound by all of the terms, conditions and provisions of, and shall become a party to (as if it were an original signatory to) (a) the Master Framework Agreement as an Originator thereunder and (b) the Receivables Distribution Agreement as a “[Primary] [Secondary] [Tertiary] [Quaternary] Originator” thereunder.

• From and after the date the Buyer consents hereto (the “Effective Date”), the New Originator shall be an Originator for all purposes of the Master Framework Agreement and a “[Primary] [Secondary] [Tertiary] [Quaternary] Originator” for all purposes of the Receivables Distribution Agreement. New Originator hereby acknowledges that it has received copies of the Master Framework Agreement, the Receivables Distribution Agreement and the other Transaction Agreements.

• Schedule 5 to the Existing Master Framework Agreement is hereby supplemented by adding the information with respect to the New Originator set forth on Schedule 5 hereto. After giving effect to the supplemental information embodied therein, each of the representations and warranties contained in Section 5 of the Master Framework Agreement will be true and correct in all material respects as to New Originator as of the date hereof, with the same effect as though made on such date, except to the extent such representation or warranty expressly relates only to a prior date (in which case such representation and warranty shall be true and correct as of such prior date).

• Delivered herewith are each of the documents, certificates and opinions required to be delivered by New Originator pursuant to Section 7.18 of the Master Framework Agreement.

• Please acknowledge your consent to New Originator’s joinder to the Master Framework Agreement and Receivables Distribution Agreement by signing the enclosed copy hereof in the space provided below.

  Exhibit B to Master Framework Agreement – page -1

IN WITNESS WHEREOF, New Originator has executed this Joinder Agreement as of the _____ day of _____________.

[NAME OF NEW ORIGINATOR]
By:
	Title:

Each of the undersigned hereby consents to New Originator’s joinder in the Master Framework Agreement and Receivables Distribution Agreement:

COöPERATIEVE RABOBANK U.A., NEW YORK BRANCH
By:
Name:
Title:
By:
---
Name:
Title:

Exhibit B to Master Framework Agreement – page -2

FLOWERS FOODS, INC.
By:
Name:
Title:

Exhibit B to Master Framework Agreement – page -3

SCHEDULE 5

to Joinder Agreement

New Originator -- Collection Accounts

DEPOSITOR	NAME OF DEPOSITORY INSTITUTION	DEPOSITORY ADDRESS	CONTACT PERSON	ACCOUNT NUMBER(S)	ACCOUNT TYPE

Exhibit B to Master Framework Agreement – page -4

EX-10.4

Exhibit 10.4

Execution Version

SETTLEMENT, GENERAL RELEASE AND SEVERANCE AGREEMENT

This Settlement, General Release and Severance Agreement (this “Agreement”) must be returned to Cindy Cox, Chief Human Resources Officer, Flowers Bakeries, LLC, 1919 Flowers Circle, Thomasville, GA 31757, within twenty-one (21) calendar days after it is provided to Terry Thomas (“Mr. Thomas”), otherwise this offer is withdrawn. Depositing the signed Agreement in the mail within this 21-day calendar day period is sufficient to meet this requirement. This Agreement may be revoked by Mr. Thomas within seven (7) calendar days after it was signed by filing a written revocation notice with Cindy Cox at the above address.

No changes may be made to this General Release and Severance Agreement.

This Agreement is entered into by and between Mr. Thomas for himself, his spouse (if any), beneficiaries, heirs, administrators, executors, successors, assigns, agents and representatives, and Flowers Bakeries, LLC (the “Company”).

WHEREAS, Mr. Thomas’s position with the Company is eliminated effective April 24, 2026;

WHEREAS, the Company and Mr. Thomas desire to resolve all issues surrounding the separation of Mr. Thomas’s employment in a comprehensive manner;

NOW, THEREFORE, for and in consideration of the above and the additional covenants and agreements set forth herein, Mr. Thomas and the Company (the “parties”) agree as follows:

• Status of Employment. Mr. Thomas agrees that he will no longer serve as Chief Growth Officer of Flowers Foods, Inc., and will cease employment with the Company and its affiliates, effective April 24, 2026 (the “Separation Date”). Mr. Thomas also agrees that, as of the Separation Date, he will terminate from all other positions he holds (if any) as an officer, employee or director of the Company and the Company’s subsidiaries and affiliates, and that he will promptly execute any documents and take any actions as may be necessary or reasonably requested by the Company to effectuate or memorialize his termination from all positions with the Company and its subsidiaries and affiliates.
• Consideration.
• As consideration for the covenants and promises made within this Agreement, and provided Mr. Thomas does not revoke this Agreement as provided for in Paragraph 26 herein, the Company will pay or provide, or cause to be paid or provided, to Mr. Thomas a cash payment in an amount equivalent to (i) eighteen (18) months of base salary in the total gross amount of $1,004,250 and (ii) twelve (12) months of COBRA or other medical coverage in the amount of $29,616. The cash payment will be paid in one lump sum less legally required deductions, within 14 days following the Effective Date of this Agreement as defined in Paragraph 26.

Initials

/s/ TT

TT

/s/ CC

FB

• Mr. Thomas understands and acknowledges he shall not be entitled to any other payments or benefits from Company or its affiliates other than those expressly set forth in Paragraph 2.a. herein (the “Severance Benefits”), and that the Severance Benefits will be in full satisfaction of any amounts due to Mr. Thomas under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (as amended or amended and restated from time to time) and all other compensation arrangements of the Company and its affiliates. Mr. Thomas further acknowledges and agrees that the Severance Benefits do not constitute benefits to which Mr. Thomas would otherwise be entitled as a result of his termination of employment with the Company, and that such Severance Benefits would not be due unless Mr. Thomas signs (and does not revoke) this Agreement.
• Mr. Thomas further understands and agrees that a portion of the consideration for this Agreement is his ongoing compliance with the terms of this Agreement and the confidentiality and non-solicitation provisions in this Agreement, over time. Mr. Thomas further acknowledges and agrees that the obligation of the Company or its affiliates to pay or provide the Severance Benefits shall cease if Mr. Thomas materially breaches Paragraph 9, 10 or 12 of this Agreement. Mr. Thomas also acknowledges that if any payments are made to him under the terms of this Agreement, but are suspended as a result of a breach of Paragraph 9, 10 or 12 of this Agreement, then the payments made to Mr. Thomas are satisfactory and adequate consideration for the covenants and releases made by Mr. Thomas herein. Nothing in this Paragraph 2.c. will be deemed to limit the Company’s or its affiliates’ remedies at law or in equity for any breach by Mr. Thomas of any of the provisions of this Agreement that may be pursued or availed of by the Company or its affiliates.
• General Release of Claims.
• For the above-stated consideration, the receipt and sufficiency of which are hereby acknowledged, Mr. Thomas, on behalf of himself and anyone claiming through him, including each and all of his legal representatives, administrators, executors, heirs, successors and assigns, hereby fully, finally and forever releases, absolves and discharges the Company, and each of the Company’s past and present affiliated companies and entities (including, but not limited to, Flowers Foods, Inc., and all such companies’ and entities’ predecessors as well as its and their employee benefit plans and programs, insurers, subcontractors, successors and assigns, and any and all of its and their past, present and future directors, officers, employees, representatives, attorneys, trustees, administrators, fiduciaries, and agents and all persons acting by, through, under or in concert with any of them, both individually and as agents or representatives of the aforementioned companies and entities, and their successors and assigns) (the “Released Parties”), from any and all claims,

Page 2

Initials

/s/ TT

TT

/s/ CC

FB

• charges, complaints, suits, demands, controversies, causes of action, losses, damages, costs, expenses or liabilities of any kind whatsoever, including attorneys’ fees and costs, whether known or unknown, asserted or unasserted, foreseen or unforeseen, whether brought individually, as a member or representative of a class, or derivatively on behalf of the Released Parties or shareholders of any of them, which he ever had, or may claim to have had, from the beginning of time until as of the moment he signs this Agreement, including, without limiting the generality of the foregoing, any claim arising out of or under (i) any aspect of Mr. Thomas’s employment with the Company and/or his separation therefrom; and/or (ii) any federal, state, local or other governmental statute, regulation, ordinance, or common law. For purposes of this Agreement, an “affiliated” company or entity means a company or entity that controls, is controlled by, or is under common control with, the Company.
• Mr. Thomas understands and acknowledges that the General Release in Paragraph 3.a. of this Agreement includes, without limiting the generality of the foregoing, all claims, complaints, or liabilities, whether known or unknown, which he ever had, or may claim to have had, as of the moment he signs this Agreement, arising out of: (a) Title VII of the Civil Rights Act of 1964, as amended; (b) the Age Discrimination in Employment Act of 1967, as amended; (c) the Fair Labor Standards Act; (d) the Older Workers Benefit Protection Act of 1990; (e) the Employee Retirement Income Security Act of 1974, as amended; (f) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (g) the Labor Management Relations Act; (h) the National Labor Relations Act; (i) the Occupational Safety and Health Act; (j) the Sarbanes-Oxley Act of 2022; (k) the Rehabilitation Act of 1973; (l) Federal Executive Order 11246; (m) the Genetic Information Nondiscrimination Act; (n) the Worker Adjustment and Retraining Notification Act; (o) the Family and Medical Leave Act; (p) the Americans With Disabilities Act, as amended; (q) the Uniformed Services Employment and Reemployment Rights Act; and/or (r) the laws, regulations, rules or ordinances of the State of Georgia, both decisional and statutory.
• The Company and Mr. Thomas further agree the above release of claims shall not (i) release the Company from any of its obligations set forth in this Agreement, (ii) affect any vested retirement benefits Mr. Thomas may have, including any benefits to which Mr. Thomas is entitled under any retirement plan of the company that is intended to be qualified under Section 401(a) of the Internal Revenue Code, or (iii) release any claim or claims that cannot, as a matter of law, be released by private agreement.

Page 3

Initials

/s/ TT

TT

/s/ CC

FB

• By executing this Agreement, Mr. Thomas represents that, as of the date he signs this Agreement, no claims, lawsuits, grievances, or charges have been filed by him or on his behalf against the Released Parties. Mr. Thomas further represents that, as of the date of execution of this Agreement, he has no knowledge of any actions or inactions by the Company or any of the Released Parties, or by Mr. Thomas with respect to Mr. Thomas’s employment or relationship with the Company or any of the Released Parties, that Mr. Thomas believes could possibly constitute a basis for a claimed violation of any federal, state, or local law, any common law, or any rule or regulation promulgated by an administrative body.
• Release of Age Discrimination in Employment Claims. Mr. Thomas understands and acknowledges that the General Release in Paragraph 3 of this Agreement includes a release of any claims he may have under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621 et seq., against the Company or any of the Released Parties that may have existed on or prior to the date upon which Mr. Thomas executes this Agreement. Mr. Thomas understands that the ADEA is a federal statute that prohibits discrimination on the basis of age. Mr. Thomas wishes to waive any and all claims under the ADEA that he may have against the Company or any of the Released Parties as of the date upon which he executes this Agreement, and hereby waives such claims. Mr. Thomas understands that any claims under the ADEA that may arise after the date he executes this Agreement are not waived. Mr. Thomas acknowledges that he is receiving consideration for the waiver of any and all claims under the ADEA to which he is not already entitled.

Mr. Thomas, pursuant to and in compliance with the rights afforded him under the Older Worker Benefit Protection Act: (a) is advised to consult with an attorney before executing this Agreement; (b) has, at his option, twenty-one (21) days to consider this Agreement; (c) may revoke this Agreement at any time within the seven (7) day period following his execution of this Agreement (the “Revocation Period”), as described in Paragraph 26; (d) is advised that this Agreement shall not become effective or enforceable until the Revocation Period has expired; and (e) is advised that he is not waiving claims that may arise after the date on which he executes this Agreement. The parties acknowledge and agree that any changes to this Agreement that may be negotiated, whether material or immaterial, will not restart the 21 day consideration period. If Mr. Thomas should choose to sign the Agreement before the expiration of the 21 day consideration period, he does so freely, voluntarily and without coercion.

• Unknown Claims. Mr. Thomas covenants and agrees that the General Release in Paragraph 3 of this Agreement includes unknown and unsuspected claims, demands and causes of action, if any, and acknowledges that he may hereafter discover claims or facts in addition to, or different from, those which he now knows or believes to exist, which if known or suspected at the time of executing this Agreement may have materially affected this Agreement. Nevertheless, Mr. Thomas waives any right, claim or cause of action that might arise as a result of such additional or different claims or facts.

Page 4

Initials

/s/ TT

TT

/s/ CC

FB

• Future Rights or Claims. The release of claims shall not affect any rights or claims of Mr. Thomas which arise after the time he signs this Agreement.
• Administrative Charges. Nothing in this Agreement limits Mr. Thomas’s ability to file a charge or complaint with the Equal Employment Opportunity Commission (or a charge with a comparable state or local administrative agency), the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Mr. Thomas further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. For purposes of clarity, nothing in this Agreement prohibits Mr. Thomas from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by privilege. Mr. Thomas is waiving, however, his right to any monetary recovery or relief (including but not limited to reinstatement to employment) should the EEOC or any other agency or commission pursue any claims on his behalf. Mr. Thomas further agrees that if any person, organization, or other entity should bring a claim against the Company or any of the Released Parties, involving any matter covered by the General Release in this Agreement, Mr. Thomas will not accept any personal relief in any such action, including damages, attorneys’ fees, costs, and all other legal or equitable relief. For the avoidance of doubt, however, nothing herein prevents Mr. Thomas from receiving any whistleblower award, including any monetary recovery under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes-Oxley Act of 2002, or any monetary award offered by the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.
• No Knowledge of Wrongful Conduct. As of the date he signs this Agreement, Mr. Thomas represents that he has no knowledge of any actions or inactions by the Company or its affiliates, their Board members, officers or employees, any of the Released Parties, or by Mr. Thomas with respect to his employment with the Company, that he believes could possibly constitute a basis for a claimed violation of any federal, state, or local law, any common law, or any rule or regulation issued by any government agency. Further, Mr. Thomas represents that he: (i) has not made any claims or allegations to the Company or any Released Party related to sexual harassment or sexual abuse; and (ii) is not aware of any facts or circumstances that would support a claim of sexual harassment or sexual abuse against the Company or any Released Party.

Page 5

Initials

/s/ TT

TT

/s/ CC

FB

• No Encouragement of Claims/No Disparagement. Mr. Thomas covenants that he shall not in any way encourage or assist any person or entity (including, but not limited to, any past, present, or future employee(s) of the Company and/or its affiliated companies and entities) to take or participate in any legal or administrative action against any of the Company or any of the Released Parties, except as otherwise protected by law. Neither shall Mr. Thomas take any action which in any way disparages, or which could harm the reputation of and/or goodwill of, the Company and any of the Released Parties, including, but not limited to, making (directly or indirectly), or encouraging any other(s) to make, any public attack(s) against, or criticism(s) of, any of the Company or any of the Released Parties, and/or communicating with any newspaper or other news media concerning the Company or any of the Released Parties, the terms of this Agreement, or the claims settled pursuant to this Agreement. Further, nothing in this Agreement, including this Paragraph 9, in any way restricts or impedes Mr. Thomas from disclosing the underlying facts or circumstances giving rise to any claim of sexual harassment or sexual assault in accordance with the Speak Out Act.
• Trade Secrets/Confidential Business Information. Mr. Thomas recognizes and acknowledges that the Company and its affiliated companies and entities have, through the expenditure of substantial time, effort, and money, developed and acquired certain secret, confidential, and proprietary information and trade secrets of a special and unique nature and of great value to the Company. Mr. Thomas further acknowledges and understands that through his employment with the Company, he has had access to the secret, confidential, and proprietary information and trade secrets of the Company and its affiliated companies and entities. Mr. Thomas covenants that he has returned to the Company all embodiments of such trade secrets and/or secret, confidential, and proprietary information that were in his possession, custody or control. Mr. Thomas further acknowledges that such information has been and will continue to be of central importance to the business of the Company and that the Company and its affiliated companies and entities would be severely damaged if Mr. Thomas or others misuse or improperly disclose this information. To prevent this harm, Mr. Thomas makes the following promises and acknowledges that the Company and its affiliated companies and entities would be irreparably harmed if Mr. Thomas breaches any of them:
• Mr. Thomas shall not use or disclose any trade secret information before it has become generally known by the public through no fault of his own. Mr. Thomas agrees that this prohibition on disclosure and use shall last as long as such information constitutes a trade secret under applicable law.
• Mr. Thomas further promises not to use or disclose any secret, confidential, and proprietary information which does not constitute a trade secret under applicable law before it has become generally known by the public through no fault of his own. Mr. Thomas understands that this promise will continue during the five (5) year period after Mr. Thomas signs this Agreement.

Page 6

Initials

/s/ TT

TT

/s/ CC

FB

These promises contained in Paragraph 10 of the Agreement are in addition to, not in lieu of, all prohibitions against disclosure and use of trade secrets and other confidential information under applicable state and federal law and any other agreements Mr. Thomas has entered into with the Company or its affiliated companies and entities.

• DTSA Notice. The U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
• Restrictive Covenants.
• Non-Competition. Through and for a period of two years after the Separation Date, Mr. Thomas shall not, either directly or by assisting others, on his own behalf or on behalf of any other person or entity of any kind, perform or provide services that are the same as or substantially similar to the services that Mr. Thomas conducted, performed or provided on behalf of the Company in his position as Chief Growth Officer for a Competing Business within the Restricted Area.
• Non-Solicitation of Customers, Vendors or Contractors. Through and for a period of two years after the Separation Date, Mr. Thomas shall not, either directly or by assisting others, on his own behalf or on behalf of any other person or entity of any kind, attempt to influence, solicit, recruit, encourage, persuade, or induce any customer, vendor, or contractor of the Company with whom Mr. Thomas had Material Contact to leave the service or terminate or lessen a business relationship with the Company or for the purpose of selling any products or services for a Competing Business.
• Non-Solicitation of Employees. Through and for a period of two years after the Separation Date, Mr. Thomas shall not, either directly or by assisting others, on his own behalf or on behalf of any other person or entity or any kind, solicit or attempt to solicit the Company’s employees with whom Mr. Thomas had Material Contact to leave their employment with the Company, or disrupt or attempt to disrupt the relationship between the Company and any of its consultants, agents, representatives, or vendors. The provisions of this paragraph shall only apply to those persons employed by the Company at the time of the solicitation or attempted

Page 7

Initials

/s/ TT

TT

/s/ CC

FB

• solicitation and shall not restrict the hiring of any person which occurred without any recruitment or solicitation by Mr. Thomas.
• For the purposes of this Paragraph 12:
• “Company” includes any and all direct and indirect subsidiary, parent, affiliated, or related companies of the Company for which Mr. Thomas worked or had responsibility, or with respect to which Mr. Thomas had access to trade secrets or confidential information, at the time of termination of Mr. Thomas’s employment and at any time during the two year period prior to such termination.
• “Competing Business” means any business which manufactures, sells, markets or distributes bagels, breads, buns, English muffins, flatbreads, rolls, tortillas, snack cakes, snack bars, cookies, crackers, baking mixes or other bakery products as conducted by the Company as of the Separation Date.
• “Material Contact” means contact between Mr. Thomas and each customer or potential customer, employee, contractor or vendor of the Company as of the Separation Date
• With whom Mr. Thomas dealt on behalf of the Company;
• Whose dealings with the Company were coordinated or supervised by Mr. Thomas;
• About whom Mr. Thomas obtained confidential information in the ordinary course of business as a result of Mr. Thomas’s employment with the Company; or
• Who receives products or services authorized by the Company, the sale or provision of which results or resulted in compensation, commissions or earnings for Mr. Thomas within two years prior to the Separation Date;
• “Restricted Area” means the United States of America (collectively and individually the states of Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania,

Page 8

Initials

/s/ TT

TT

/s/ CC

FB

• Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin and Wyoming, the District of Columbia, and the territories of American Samoa, Guam, the Northern Mariana Islands, Puerto Rico and the U.S. Virgin Islands).
• Mr. Thomas agrees to inform any potential new employer, prior to accepting employment, of the existence of the Restrictive Covenants contained in this Paragraph 12.
• Remedies for Breach of Paragraph 12. Mr. Thomas acknowledges that the covenants specified in this Paragraph 12 contain reasonable limitations as to time, geographic area, and scope of activities to be restricted and that such covenants do not impose a greater restraint on Mr. Thomas than is necessary to protect the goodwill, confidential business information, trade secrets, customer and employee relations, and other legitimate business interests of the Company. Mr. Thomas further acknowledges that his obligations under this Agreement are reasonable in the context of the nature of the Company’s business and the competitive injuries likely to be sustained by the Company and its affiliates if Mr. Thomas were to violate such obligations and that these obligations do not place an undue burden on Mr. Thomas. Mr. Thomas also acknowledges and agrees that any violation of the restrictive covenants in this Paragraph 12 would bestow an unfair competitive advantage upon any person or entity, which might benefit from such violation, and would necessarily result in substantial and irreparable damage and loss to the Company. Accordingly, in the event of a breach or a threatened breach by Mr. Thomas of this Paragraph 12, the Company shall be entitled to an injunction restraining Mr. Thomas from such breach or threatened breach, as well as recovery of its costs and reasonable attorneys’ fees. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach including the recovery of damages from Mr. Thomas. In the event that the Company should seek an injunction hereunder, Mr. Thomas waives any requirements that Company post a bond or any other security.
• Nonadmission of Wrongdoing. Nothing contained in this Agreement, or the fact that the parties have signed this Agreement and exchanged the consideration provided for hereunder, or the fact that the Company has proposed this Agreement to Mr. Thomas, constitutes or should be construed as an admission of liability and/or any wrongdoing whatsoever by the Company or any of the Released Parties, by whom liability and/or any wrongdoing is expressly denied. Moreover, neither this Agreement nor anything herein shall be admissible in any

Page 9

Initials

/s/ TT

TT

/s/ CC

FB

• proceeding as evidence of, or an admission by the Company or any of the Released Parties of, any violation of any federal, state, or local laws, or of their own policies or procedures.
• Return of Property. Mr. Thomas affirms that he will have returned within a reasonable time after the Separation Date, to the Company in reasonable working order all Company Property, as described more fully below. “Company Property” includes company-owned or leased motor vehicles, equipment, computers, supplies and documents. Such documents may include but are not limited to customer lists, financial statements, business plans, cost data, price lists, invoices, forms, passwords, electronic files and media, mailing lists, contracts, reports, manuals, personnel files, correspondence, business cards, drawings, employee lists or directories, lists of vendors, photographs, maps, surveys, and the like, including copies, notes or compilations made there from, whether such documents are embodied on “hard copies” or contained on computer disk or any other medium. Mr. Thomas further agrees that he will not retain any copies or duplicates of any such Company Property.
• Voluntary Execution/Interpretation. All parties to this Agreement hereby declare and represent that no promise, inducement, or agreement not herein expressed has been made to them regarding this Agreement, and that each has sought advice concerning this Agreement from counsel of his or its choice. All parties to this Agreement further acknowledge that each has executed this Agreement freely and voluntarily, with full knowledge of all material facts after independent investigation, and without fraud, duress or undue influence of any kind or nature whatsoever; and that they fully understand each and every provision contained herein. Therefore, the normal rule of construction that any ambiguity or uncertainty in a writing shall be interpreted against the party drafting the writing shall not apply to any action on this Agreement. Mr. Thomas further acknowledges that this Agreement was written in a manner calculated to be understood by him and that he understands the contents of this Agreement.
• Successors in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, and successors in interest. Such heirs, legal representatives and successors in interest are expressly authorized to enforce the terms of this Agreement, including, but not limited to, the confidentiality provisions hereof. This Agreement is non-assignable except that the Company’s rights, duties, and obligations under this Agreement may be assigned to any affiliated company or entity.
• Tax Matters. By signing this Agreement, Mr. Thomas acknowledges that he will be solely responsible for any taxes which may be imposed on him as a result of the Severance Benefits, all amounts payable to him under this Separation Agreement will be subject to applicable tax withholding by the Company, and the Company has not made any representations or guarantees regarding the tax result for him with respect to any income recognized by him in connection with this Agreement or the Severance Benefits.

Page 10

Initials

/s/ TT

TT

/s/ CC

FB

• Waiver. No waiver of any breach of any term or provision of this Agreement shall be, or shall be construed to be, a waiver of any other breach of this Agreement. No waiver shall be binding under this Agreement unless in writing and signed by the party waiving the breach.
• Savings Provision. Mr. Thomas and the Company agree that if any provision of this Agreement is unenforceable, that provision either may be enforced to the maximum extent allowed by law, modified as necessary to make it fully enforceable, or considered severed from this Agreement. The parties agree that any unenforceable provision does not invalidate any other provision of this Agreement, or the Agreement in its entirety, and they agree they will continue to fulfill all other obligations hereunder. Should any portion, word, clause, phrase, sentence or paragraph of this Agreement be declared unreasonable, overbroad, unduly restrictive, void or unenforceable, such portion shall be modified or deleted in such a manner as to make this Agreement as modified legal and enforceable to the fullest extent permitted under applicable law.
• Confidentiality of Agreement. In any action regarding this Agreement, including any enforcement action, the introduction of this Agreement into evidence shall be preceded by a motion for a court order protecting its confidentiality.
• Entire Agreement. This Agreement is the entire agreement between the parties that exists as of the effective date hereof with regard to the subject matter hereof. Any and all prior agreements or understandings, written, oral or otherwise between the parties, not embodied in this Agreement, are of no force and effect. This is an integrated document. The terms of this Agreement may not be modified, except by written agreement of the parties or as set forth in Paragraph 19 hereof.
• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to conflict of law principles. The parties further agree that this Agreement may be enforced exclusively in any court of competent jurisdiction in the State of Georgia and the parties hereby subject themselves to the jurisdiction of such courts in any such enforcement action.
• No Assignment. Mr. Thomas warrants that he has not assigned or transferred, or purported to assign or transfer, to any person or other entity, any right, claim, demand, or cause of action (or any interest therein) that is subject to this Agreement.

Page 11

Initials

/s/ TT

TT

/s/ CC

FB

• Cooperation. Mr. Thomas shall cooperate with the Company in any necessary transition of his responsibilities. Mr. Thomas shall also respond to reasonable requests for information from the Company regarding matters that may arise in the Company’s business. Further, Mr. Thomas shall cooperate with the Company in any legal proceeding. Such cooperation in any legal proceeding shall include, but is not limited to:
• Not communicating with opposing counsel, party and/or agents thereof, except by way of trial or deposition testimony, or through Company counsel, unless otherwise required by law;
• Making himself available upon reasonable advance notice for any legal proceeding, irrespective of other commitments or schedule conflicts;
• Making himself available, upon request by the Company’s counsel and at reasonable times, with at least fourteen (14) calendar days’ prior notice, for meetings and depositions;
• Executing accurately stated affidavit(s) if requested by the Company’s counsel; and
• Providing any documents and information in his possession on a timely basis as requested by the Company’s counsel.
• Acknowledgements. By signing below, Mr. Thomas represents and warrants that he has been offered a period of at least twenty-one (21) calendar days to consider this Agreement. Mr. Thomas acknowledges that if he signs this Agreement prior to the expiration of the 21-day period, that he did so voluntarily. Mr. Thomas waives any right he may have to additional time beyond this consideration period within which to consider this Agreement. By signing this Agreement, Mr. Thomas further acknowledges and agrees that:
• he has carefully read and understands the terms of this Agreement and that he is waiving legal rights;
• he has signed this Agreement freely and voluntarily and without duress or coercion and with full knowledge of its significance and consequences and of the rights relinquished, surrendered, released and discharged hereunder;
• the only consideration for signing this Agreement are the terms stated herein and no other promise, agreement or representation of any kind has been made to Mr. Thomas by any person or entity whatsoever to cause him to sign this Agreement; and
• the Company advised Mr. Thomas of his right to consult with an attorney before signing this Agreement.

Page 12

Initials

/s/ TT

TT

/s/ CC

FB

• Revocation. This Agreement may be revoked by Mr. Thomas within seven (7) calendar days after the date he signs this Agreement, by filing a written revocation notice with Cindy Cox, Chief Human Resources Officer, Flowers Bakeries, LLC., 1919 Flowers Circle, Thomasville, GA 31757, and will not become effective or enforceable until this Revocation Period has expired, without revocation (the “Effective Date”). Should Mr. Thomas choose to revoke this Agreement within this seven (7) calendar day Revocation Period, he must, concurrent with such revocation, return to the Company all consideration provided him hereunder, if any. If this Agreement is not revoked within the Revocation Period, the Effective Date will be the date immediately following the last day of Revocation Period.
• Clawback. Notwithstanding anything in this Agreement to the contrary, Mr. Thomas acknowledges and agrees that this Agreement and the award described herein, as well as any prior equity-based awards, annual incentive awards and/or other incentive-based compensation Mr. Thomas has received or may receive, are subject to the terms and conditions of the Company’s Clawback Policy, as it may be amended from time, or any other applicable recoupment, recapture, clawback, or recovery policy of the Company as adopted by the Company or its affiliates and in effect from time to time including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Company or its affiliates’ common stock may be traded) (the “Compensation Recovery Policy”), and that applicable provisions of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date hereof. A copy of the Compensation Recovery Policy is available upon request.

MR. THOMAS ACKNOWLEDGES AND AGREES THAT HE HAS READ AND UNDERSTANDS THIS AGREEMENT AND THAT HE HAS SIGNED THIS AGREEMENT VOLUNTARILY FOR THE PURPOSE OF RECEIVING ADDITIONAL COMPENSATION FROM THE COMPANY BEYOND THAT PROVIDED BY NORMAL COMPANY POLICY.

[Signature Page Follows]

Page 13

Initials

/s/ TT

TT

/s/ CC

FB

IN WITNESS HEREOF, the Parties have executed this Agreement, consisting of twenty-seven (27) numbered paragraphs.

Terry Thomas			Flowers Bakeries, LLC
/s/ Terry Thomas		By:	/s/ Cindy Cox
		Print:	Cindy Cox
		Title:	CLC
Date:	04/23/2026	5:33:56 AM PDT	Date:	04/23/2026	9:24:26 AM PDT

EX-31.1

Exhibit 31.1

I, A. Ryals McMullian, certify that:

• I have reviewed this quarterly report on Form 10-Q of Flowers Foods, Inc.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 21, 2026	/s/ A. RYALS MCMULLIAN
	A. Ryals McMullian
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

I, D. Anthony Scaglione, certify that:

• I have reviewed this quarterly report on Form 10-Q of Flowers Foods, Inc.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 21, 2026	/S/ D. ANTHONY SCAGLIONE
	D. Anthony Scaglione
	Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Flowers Foods, Inc. (the “company”) on Form 10-Q for the period ended April 25, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company as of the dates and for the periods expressed in the Report.

/s/ A. RYALS MCMULLIAN
A. Ryals McMullian
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ D. ANTHONY SCAGLIONE
---
D. Anthony Scaglione
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

Date: May 21, 2026

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.