{"url_path":"/sec/flo/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1128928/0001193125-26-234437-index.html","accession_number":"0001193125-26-234437","cik":"0001128928","ticker":"FLO","issuer_name":"FLOWERS FOODS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1128928/0001193125-26-234437-index.html","primary_entity_key":"0001128928","primary_entity_name":"FLOWERS FOODS INC"},"word_count":338,"has_tables":true,"body_markdown":"ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS\n\nAs originally announced on December 19, 2002, and subsequently increased, our Board of Directors had approved a plan that authorized share repurchases of up to 74.6 million shares. On May 26, 2022, the company announced that the Board of Directors increased the company's share repurchase authorization by 20.0 million shares. Under the share repurchase plan, the company may repurchase its common stock in open market or privately negotiated transactions or under an accelerated share repurchase program at such times and at such prices as determined to be in the company’s best interest. These repurchases may be commenced or suspended without prior notice depending on then-existing business or market conditions and other factors.\n\nDuring the sixteen weeks ended April 25, 2026, 378,398 shares, at a cost of $3.8 million, were repurchased under the share repurchase plan. From the inception of the share repurchase plan through April 25, 2026, 73.7 million shares, at a cost of $765.3 million, have been repurchased. The company currently has 20.9 million shares remaining available for repurchase under the share repurchase plan. The table below sets forth the common stock repurchased by the company during the sixteen weeks ended April 25, 2026 (amounts in thousands, except share price data):\n\n \n\nPeriod\n\n \n\nTotal Number\nof Shares\nPurchased\n\n \n\n \n\nWeighted\nAverage Price\nPer Share\n\n \n\n \n\nTotal Number of\nShares Purchased\nas Part of\nPublicly Announced\nPlans or Programs\n\n \n\n \n\nMaximum Number\nof Shares that\nMay Yet Be\nPurchased Under\nthe Plans or\nPrograms\n\n \n\nJanuary 4, 2026 — January 31, 2026\n\n \n\n \n\n203\n\n \n\n*\n\n$\n\n10.32\n\n \n\n \n\n \n\n203\n\n \n\n*\n\n \n\n21,047\n\n \n\nFebruary 1, 2026 — February 28, 2026\n\n \n\n \n\n175\n\n \n\n*\n\n \n\n9.65\n\n \n\n \n\n \n\n175\n\n \n\n*\n\n \n\n20,872\n\n \n\nMarch 1, 2026 — March 28, 2026\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n20,872\n\n \n\nMarch 29, 2026 — April 25, 2026\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n20,872\n\n \n\nTotal\n\n \n\n \n\n378\n\n \n\n \n\n$\n\n10.01\n\n \n\n \n\n \n\n378\n\n \n\n \n\n \n\n \n\n* These shares were acquired to satisfy employees’ tax withholding and payment obligations in connection with the vesting of restricted stock awards, which are repurchased by the company based on the fair market value on the vesting date."}