Acquisition (Tables)

4 Months Ended

Apr. 25, 2026

Business Combination [Abstract]

Summary of Consideration Paid and Identifiable Assets Acquired and Liabilities Assumed

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 Allocation				Measurement Period Adjustments				Updated 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 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

Schedule of Acquired Intangible Assets Subject to Amortization

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

Schedule of Supplemental Pro Forma Revenue And Net Earnings of The Combined Entity Had The Acquisition Date

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