What the changes say
- The company added risks concerning co-manufacturer dependencies, tariffs, and executive role changes.
What changed since the prior 10-K
New
- NewOperational Risks
Loss of one or more of our independent contract manufacturers could adversely affect our business
Losing independent contract manufacturers who produce our products or brands could delay production and reduce product availability.
- NewOperational Risks
Changes in tariffs and other trade disruptions may impact our business, results of operations and financial condition, depending on future developments, which are highly uncertain and are difficult to predict
Tariffs, embargoes, sanctions, and export controls may increase production costs and negatively impact customer demand and supplier relationships.
- NewLegal and Regulatory Risks
Chief DSD Operations Officer
Mr. Roach was appointed as the chief DSD operations officer in January 2026.
Dropped
- DroppedLegal and Regulatory Risks
The market price for our common stock following the closing of the Simple Mills Acquisition may be affected by factors different from those that historically have affected or currently affect our common stock
- DroppedLegal and Regulatory Risks
We may not consummate the Simple Mills Acquisition on the terms currently contemplated or at all
- DroppedLegal and Regulatory Risks
Failure to complete the Simple Mills Acquisition could negatively impact our stock price and have a material adverse effect on our results of operations, cash flows and financial position
- DroppedLegal and Regulatory Risks
Our business relationships may be subject to disruption due to uncertainty associated with the Simple Mills Acquisition, which could have a material adverse effect on the results of operations, cash flows and financial position of us pending and following the closing of the Simple Mills Acquisition
- DroppedLegal and Regulatory Risks
Chief Strategic Projects Officer
Reworded
- 52% rewrittenLegal and Regulatory Risks
We are subject to increasing legal complexity and could be party to litigation that may adversely affect our business
The risk heading was updated to highlight increasing legal complexity and potential litigation.
- 20% rewrittenOperational Risks
A disruption or change in the operation of our DSD distribution system could materially and/or negatively affect our results of operations, financial condition and cash flows
The risk heading was updated to reference disruptions or changes in the DSD distribution system.
All 30 risk factors
Headings as the filing states them, in filing order.
Operational Risks
- 01Economic conditions may negatively impact demand for our products, which could adversely impact our sales and operating profit
- 02A disruption or change in the operation of our DSD distribution system could materially and/or negatively affect our results of operations, financial condition and cash flows20% rewritten
- 03We may not be able to attract or retain the highly skilled people we need for our business
- 04Labor shortages and increased turnover or increases in employee and employee-related costs could have adverse effects on our profitability
- 05The costs of maintaining and enhancing the value and awareness of our brands are increasing, which could have an adverse impact on our revenues and profitability
- 06Our inability to execute our business strategy could adversely affect our business
- 07We may be adversely impacted by the failure to successfully realize the expected benefits of acquisitions, divestitures or joint ventures
- 08expectations about the performance of acquired trademarks and brands and the fair value of such trademarks and brands
- 09Disruption in our supply chain or distribution capabilities from political instability, armed hostilities, incidents of terrorism, natural disasters, weather, inferior product or ingredient supply, or labor strikes could have an adverse effect on our business, financial condition and results of operations
- 10The third-party vendor management processes may not be appropriately designed to reduce risks related to the delivery of goods, supplies and services
- 11Loss of one or more of our independent contract manufacturers could adversely affect our businessNew
- 12Changes in tariffs and other trade disruptions may impact our business, results of operations and financial condition, depending on future developments, which are highly uncertain and are difficult to predictNew
Technology Risks
- 13We may be adversely impacted if our IT systems fail to perform adequately, including with respect to cybersecurity issues
- 14We may experience difficulties in deploying the upgrade of our ERP system
- 15We use, and may continue to expand our use of, AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our business operations
Industry Risks
- 16Increases in costs and/or shortages of raw materials, fuels and utilities could adversely impact our profitability
- 17Competition could adversely impact revenues and profitability
- 18Product removals, damaged product or safety concerns could adversely impact our results of operations
- 19Consolidation in the retail and foodservice industries could adversely affect our sales and profitability
- 20Inability to anticipate or respond to changes in consumer preferences may result in decreased demand for our products, which could have an adverse impact on our future growth and operating results
- 21We rely on several large customers for a significant portion of sales and the loss of one of our large customers or their decision to give higher priority to other brands could adversely affect our business, financial condition or results of operations
- 22Our large customers may impose requirements on us that may adversely affect our results of operations
Legal and Regulatory Risks
- 23Government regulation, including labeling or warning requirements, could adversely impact our results of operations and financial condition
- 24Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations
- 25We are subject to increasing legal complexity and could be party to litigation that may adversely affect our business52% rewritten
- 26President and Chief Operating Officer
- 27Chief Human Resources Officer
- 28Chief Supply Chain Officer
- 29Chief DSD Operations OfficerNew
- 30Chief Information Officer
Other Flowers Foods 10-Ks
- FY2024 10-K risk factors32 risks
Top customer Walmart/Sam's Club accounts for 22.4% of sales, while the top ten represent 56.7%. Pending Simple Mills acquisition introduces closing, integration, and market valuation risks. DSD independent distributor model faces litigation and regulatory vulnerabilities.
Filed Feb 18, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.