Page 1

■ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 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 001-37540 Hostess Delaware ( State or other jurisdiction of incorporation or organization ) 7905 Quivira Road , Lenexa , KS ( Address of principal executive offices ) HOSTESS BRANDS , INC . ( Exact name of registrant as specified in its charter ) 47-4168492 ( I.R.S. Employer Identification No. ) ( 816 ) 701-4600 Registrant's telephone number , including area code Securities registered pursuant to Section 12 ( b ) of the Act Ticker Symbol TWNK TWNKW Title of Each Class share Class A Common Stock , par value of $ 0.0001 per Warrants , each exercisable for half share of Class A Common Stock 66215 ( zip code ) Name of Each Exchange on Which Registered The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC Securities registered pursuant to Section 12 ( g ) of the Act : None . Indicate by check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes x No¨ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes " No x 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 x No o Indicate by check mark whether the registrant has submitted electronically and every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §229.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes x No o 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 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No x Shares of Class A common stock outstanding - 130,602,620 shares at February 22 , 2021 Shares of Class B common stock outstanding - no shares at February 22 , 2021 || The aggregate market value of the voting and non - voting common equity held by non - affiliates of the registrant on June 30 , 2020 , computed by reference to the closing price reported on the Nasdaq Capital Market on such date was $ 1,516,537,841 ( 124,102,933 shares at a closing price per share of $ 12.22 ) . DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive proxy statement relating to its 2021 annual meeting of stockholders ( the " 2021 Proxy Statement " ) are incorporated by reference into Part III of this Annual Report on Form 10 - K where indicated . The 2021 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates .