STOCK TITAN

1-800-FLOWERS.COM Q1 loss widens to $54.3M

The completed sale had an estimated preliminary price of $44.7 million, and $21.7 million of sale proceeds went to term-loan prepayment.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

1-800-FLOWERS.COM, Inc. (FLWS) reported revenue of $171.351 million for the three months ended September 27, 2026, down 11.1% year over year. Gross profit fell 14.1% to $58.500 million, and net loss was $54.335 million versus $52.957 million a year earlier. E-commerce revenue decreased 12.3%, which the company attributed to weakness across websites other than 1800flowers.com and harryanddavid.com.

On October 19, 2026, the company completed the sale of its Personalization Mall, Things Remembered and Personalization Universe businesses for an estimated preliminary purchase price of $44.7 million; approximately $2.8 million was held in escrow. It used sale proceeds to prepay $21.7 million of term-loan principal. A July 29 fire at its Hebron, Ohio facility resulted in $16.3 million of costs. By September 27, it had received $6.8 million in insurance advances and recorded an $8.8 million insurance receivable, while continuing to assess total losses. At September 27, cash was $9.402 million, working capital was negative $63.7 million and revolving borrowings were $140 million. The company said it believes its funding sources will be sufficient for anticipated operating cash needs for at least the next 12 months.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 2 points

How the balance works

Positive

  • None.

Negative

  • Moderate pointQuarterly revenue fell 11.1% to $171.351 million.
  • Moderate pointGross profit declined 14.1% to $58.500 million.

Filing Explained

After quarter-end, 1-800-FLOWERS.COM entered a definitive agreement to sell its Jacksonville facility for approximately $9.7 million, subject to due diligence and customary closing conditions; the facility was not classified as held for sale at September 27, 2026.

Net revenue $171.351 million Three months ended September 27, 2026; $192.724 million in the prior-year period
Gross profit $58.500 million Three months ended September 27, 2026; $68.104 million in the prior-year period
Net loss $54.335 million Three months ended September 27, 2026; $52.957 million in the prior-year period
Estimated preliminary sale price $44.7 million Completed sale of the Personalization Businesses on October 19, 2026
Term-loan prepayment $21.7 million Prepayment following completion of the Personalization Businesses sale
Fire-related costs $16.3 million Three months ended September 27, 2026
Working capital Negative $63.7 million As of September 27, 2026
Revolving borrowings $140 million Outstanding as of September 27, 2026
discontinued operations financial
"reported as discontinued operations"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
Adjusted EBITDA financial
"Adjusted EBITDA is defined as EBITDA adjusted"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
free cash flow financial
"We define free cash flow as net cash provided by"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Segment Contribution Margin financial
"Segment Contribution Margin is segment revenues less"
Segment contribution margin is the money a specific business unit or product line generates after paying the direct, variable costs tied to producing and selling its goods or services. Think of it as the cash each segment puts into a company’s shared expenses and potential profit — like how much each branch of a store contributes toward rent and corporate overhead. Investors use it to judge which segments are truly profitable, where growth dollars should go, and how efficiently different parts of a business scale.
held for sale financial
"met the criteria for classification as held for sale"
An asset or a group of assets classified as 'held for sale' is one the company intends to sell rather than keep using, and management has committed to that plan with an active effort to find a buyer. Investors care because these items are removed from ongoing operating results and valued differently, offering a clearer view of the business’s continuing performance—think of it like marking a piece of furniture for the garage sale rather than counting it as part of your regular household setup.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were FLWS revenue and net loss in Q1 FY2027?

FLWS reported $171.351 million in net revenue and a $54.335 million net loss for the three months ended September 27, 2026. Revenue was down 11.1% from $192.724 million, and the net loss compared with $52.957 million a year earlier.

How much did FLWS receive for selling its personalization businesses?

The completed sale had an estimated preliminary purchase price of $44.7 million, with approximately $2.8 million held in escrow. The company used sale proceeds to prepay $21.7 million of outstanding term-loan principal.

What were FLWS's costs and insurance recoveries from the Hebron fire?

The fire resulted in $16.3 million of costs: $7.0 million for inventory, $8.2 million for third-party cleaning and remediation, and $1.1 million for other costs. As of September 27, 2026, the company had received $6.8 million in insurance advances after a $0.8 million deductible and recorded an $8.8 million insurance receivable.

What financial covenants changed in FLWS's credit agreement?

The September 9, 2026 amendment replaced the financial covenants with a minimum liquidity covenant through the fiscal quarter ending September 26, 2027, and a minimum consolidated EBITDA covenant for the period beginning with the quarter ending December 26, 2027 through the end of the Affected Period. FLWS reported compliance as of September 27, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
0001084869False2027Q106-271 800 FLOWERS COM INCxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:pureflws:segment00010848692026-06-292026-09-270001084869us-gaap:CommonClassAMember2026-10-300001084869us-gaap:CommonClassBMember2026-10-3000010848692026-09-2700010848692026-06-280001084869us-gaap:CommonClassAMember2026-06-280001084869us-gaap:CommonClassAMember2026-09-270001084869us-gaap:CommonClassBMember2026-06-280001084869us-gaap:CommonClassBMember2026-09-2700010848692025-06-302025-09-280001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2026-06-280001084869us-gaap:CommonClassBMemberus-gaap:CommonStockMember2026-06-280001084869us-gaap:AdditionalPaidInCapitalMember2026-06-280001084869us-gaap:RetainedEarningsMember2026-06-280001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-06-280001084869us-gaap:TreasuryStockCommonMember2026-06-280001084869us-gaap:RetainedEarningsMember2026-06-292026-09-270001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2026-06-292026-09-270001084869us-gaap:AdditionalPaidInCapitalMember2026-06-292026-09-270001084869us-gaap:TreasuryStockCommonMember2026-06-292026-09-270001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2026-09-270001084869us-gaap:CommonClassBMemberus-gaap:CommonStockMember2026-09-270001084869us-gaap:AdditionalPaidInCapitalMember2026-09-270001084869us-gaap:RetainedEarningsMember2026-09-270001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-09-270001084869us-gaap:TreasuryStockCommonMember2026-09-270001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-06-290001084869us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-06-290001084869us-gaap:AdditionalPaidInCapitalMember2025-06-290001084869us-gaap:RetainedEarningsMember2025-06-290001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-290001084869us-gaap:TreasuryStockCommonMember2025-06-2900010848692025-06-290001084869us-gaap:RetainedEarningsMember2025-06-302025-09-280001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-06-302025-09-280001084869us-gaap:AdditionalPaidInCapitalMember2025-06-302025-09-280001084869us-gaap:TreasuryStockCommonMember2025-06-302025-09-280001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-09-280001084869us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-09-280001084869us-gaap:AdditionalPaidInCapitalMember2025-09-280001084869us-gaap:RetainedEarningsMember2025-09-280001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-280001084869us-gaap:TreasuryStockCommonMember2025-09-2800010848692025-09-280001084869flws:WholesaleMember2026-06-292026-09-270001084869flws:BloomnetServicesMembersrt:MaximumMember2026-06-292026-09-270001084869flws:PersonalizationBusinessesMemberus-gaap:DiscontinuedOperationsHeldforsaleMember2026-09-2600010848692025-06-302026-06-280001084869us-gaap:SubsequentEventMemberflws:PersonalizationBusinessesMemberus-gaap:DiscontinuedOperationsHeldforsaleMember2026-10-190001084869flws:PersonalizationBusinessesMemberus-gaap:DiscontinuedOperationsHeldforsaleMember2026-06-292026-09-270001084869flws:PersonalizationBusinessesMemberus-gaap:DiscontinuedOperationsHeldforsaleMember2025-06-302025-09-280001084869flws:PersonalizationBusinessesMemberus-gaap:DiscontinuedOperationsHeldforsaleMember2026-09-270001084869flws:PersonalizationBusinessesMemberus-gaap:DiscontinuedOperationsHeldforsaleMember2026-06-280001084869us-gaap:LandMember2026-09-270001084869us-gaap:LandMember2026-06-280001084869flws:OrchardsInProductionAndLandImprovementsMember2026-09-270001084869flws:OrchardsInProductionAndLandImprovementsMember2026-06-280001084869us-gaap:BuildingAndBuildingImprovementsMember2026-09-270001084869us-gaap:BuildingAndBuildingImprovementsMember2026-06-280001084869us-gaap:LeaseholdImprovementsMember2026-09-270001084869us-gaap:LeaseholdImprovementsMember2026-06-280001084869us-gaap:EquipmentMember2026-09-270001084869us-gaap:EquipmentMember2026-06-280001084869us-gaap:FurnitureAndFixturesMember2026-09-270001084869us-gaap:FurnitureAndFixturesMember2026-06-280001084869flws:ComputerAndTelecommunicationEquipmentMember2026-09-270001084869flws:ComputerAndTelecommunicationEquipmentMember2026-06-280001084869us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2026-09-270001084869us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2026-06-280001084869flws:CapitalProjectsInProgressMember2026-09-270001084869flws:CapitalProjectsInProgressMember2026-06-280001084869flws:EcommerceMember2026-09-270001084869flws:EcommerceMember2026-06-280001084869flws:WholesaleAndOtherMember2026-09-270001084869flws:WholesaleAndOtherMember2026-06-280001084869flws:BloomNetMember2026-09-270001084869flws:BloomNetMember2026-06-280001084869srt:MinimumMemberus-gaap:LicensingAgreementsMember2026-09-270001084869srt:MaximumMemberus-gaap:LicensingAgreementsMember2026-09-270001084869us-gaap:LicensingAgreementsMember2026-09-270001084869us-gaap:LicensingAgreementsMember2026-06-280001084869srt:MinimumMemberus-gaap:CustomerListsMember2026-09-270001084869srt:MaximumMemberus-gaap:CustomerListsMember2026-09-270001084869us-gaap:CustomerListsMember2026-09-270001084869us-gaap:CustomerListsMember2026-06-280001084869srt:MinimumMemberus-gaap:OtherIntangibleAssetsMember2026-09-270001084869srt:MaximumMemberus-gaap:OtherIntangibleAssetsMember2026-09-270001084869us-gaap:OtherIntangibleAssetsMember2026-09-270001084869us-gaap:OtherIntangibleAssetsMember2026-06-280001084869us-gaap:LineOfCreditMember2026-09-270001084869us-gaap:LineOfCreditMember2026-06-280001084869flws:TermLoanMember2026-09-270001084869flws:TermLoanMember2026-06-280001084869flws:CreditAgreementMember2026-09-090001084869flws:LineOfCreditAndTermLoanMemberus-gaap:FederalFundsEffectiveSwapRateMember2026-09-092026-09-090001084869flws:LineOfCreditAndTermLoanMemberus-gaap:SecuredOvernightFinancingRateSofrMember2026-09-092026-09-090001084869flws:LineOfCreditAndTermLoanMemberflws:CreditAgreementMember2026-09-270001084869flws:TheNewTermLoanMemberflws:CreditAgreementMember2026-09-092026-09-090001084869flws:TheNewTermLoanMemberflws:CreditAgreementMember2026-09-090001084869flws:TheNewTermLoanMemberus-gaap:SubsequentEventMemberflws:CreditAgreementMember2026-10-012026-10-310001084869flws:TheNewTermLoanMemberus-gaap:SubsequentEventMemberflws:CreditAgreementMember2026-10-310001084869us-gaap:FairValueInputsLevel1Member2026-09-270001084869us-gaap:FairValueInputsLevel2Member2026-09-270001084869us-gaap:FairValueInputsLevel3Member2026-09-270001084869us-gaap:FairValueInputsLevel1Member2026-06-280001084869us-gaap:FairValueInputsLevel2Member2026-06-280001084869us-gaap:FairValueInputsLevel3Member2026-06-280001084869flws:EcommerceMemberus-gaap:OperatingSegmentsMember2026-06-292026-09-270001084869flws:WholesaleAndOtherMemberus-gaap:OperatingSegmentsMember2026-06-292026-09-270001084869flws:BloomNetMemberus-gaap:OperatingSegmentsMember2026-06-292026-09-270001084869us-gaap:OperatingSegmentsMember2026-06-292026-09-270001084869us-gaap:CorporateNonSegmentMember2026-06-292026-09-270001084869flws:CorporateAndReconcilingItemsMember2026-06-292026-09-270001084869flws:EcommerceMemberus-gaap:OperatingSegmentsMember2025-06-302025-09-280001084869flws:WholesaleAndOtherMemberus-gaap:OperatingSegmentsMember2025-06-302025-09-280001084869flws:BloomNetMemberus-gaap:OperatingSegmentsMember2025-06-302025-09-280001084869us-gaap:OperatingSegmentsMember2025-06-302025-09-280001084869us-gaap:CorporateNonSegmentMember2025-06-302025-09-280001084869flws:CorporateAndReconcilingItemsMember2025-06-302025-09-280001084869flws:EcommerceMemberflws:EcommerceMemberus-gaap:OperatingSegmentsMember2026-06-292026-09-270001084869flws:EcommerceMemberflws:EcommerceMemberus-gaap:OperatingSegmentsMember2025-06-302025-09-280001084869flws:EcommerceMember2026-06-292026-09-270001084869flws:EcommerceMember2025-06-302025-09-280001084869flws:WholesaleAndOtherMemberus-gaap:ProductAndServiceOtherMemberus-gaap:OperatingSegmentsMember2026-06-292026-09-270001084869flws:WholesaleAndOtherMemberus-gaap:ProductAndServiceOtherMemberus-gaap:OperatingSegmentsMember2025-06-302025-09-280001084869flws:BloomNetMemberus-gaap:ProductAndServiceOtherMemberus-gaap:OperatingSegmentsMember2026-06-292026-09-270001084869flws:BloomNetMemberus-gaap:ProductAndServiceOtherMemberus-gaap:OperatingSegmentsMember2025-06-302025-09-280001084869us-gaap:ProductAndServiceOtherMemberus-gaap:CorporateNonSegmentMember2026-06-292026-09-270001084869us-gaap:ProductAndServiceOtherMemberus-gaap:CorporateNonSegmentMember2025-06-302025-09-280001084869us-gaap:ProductAndServiceOtherMember2026-06-292026-09-270001084869us-gaap:ProductAndServiceOtherMember2025-06-302025-09-280001084869flws:WholesaleAndOtherMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMemberus-gaap:OperatingSegmentsMember2026-06-292026-09-270001084869flws:WholesaleAndOtherMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMemberus-gaap:OperatingSegmentsMember2025-06-302025-09-280001084869flws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMember2026-06-292026-09-270001084869flws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMember2025-06-302025-09-280001084869flws:WholesaleAndOtherMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberus-gaap:OperatingSegmentsMember2026-06-292026-09-270001084869flws:WholesaleAndOtherMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberus-gaap:OperatingSegmentsMember2025-06-302025-09-280001084869flws:BloomNetMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberus-gaap:OperatingSegmentsMember2026-06-292026-09-270001084869flws:BloomNetMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberus-gaap:OperatingSegmentsMember2025-06-302025-09-280001084869flws:WholesaleMemberus-gaap:ProductAndServiceOtherMember2026-06-292026-09-270001084869flws:WholesaleMemberus-gaap:ProductAndServiceOtherMember2025-06-302025-09-280001084869flws:BloomNetMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMemberus-gaap:OperatingSegmentsMember2026-06-292026-09-270001084869flws:BloomNetMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMemberus-gaap:OperatingSegmentsMember2025-06-302025-09-280001084869flws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMember2026-06-292026-09-270001084869flws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMember2025-06-302025-09-280001084869flws:HebronFacilityFireMember2026-06-292026-09-270001084869flws:HebronFacilityFireMemberflws:LossFromCatastrophesInventoryMember2026-06-292026-09-270001084869flws:HebronFacilityFireMemberflws:LossFromCatastrophesCleaningAndRemediationMember2026-06-292026-09-270001084869flws:HebronFacilityFireMemberflws:LossFromCatastrophesOtherCostsMember2026-06-292026-09-270001084869flws:HebronFacilityFireMember2026-09-270001084869us-gaap:SubsequentEventMemberflws:JacksonvilleFloridaFacilityMemberus-gaap:DisposalGroupNotDiscontinuedOperationsMember2026-11-06
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 2026
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission File No. 0-26841
upload.jpg

1-800-FLOWERS.COM, Inc.
(Exact name of registrant as specified in its charter)
Delaware11-3117311
(State of incorporation)(I.R.S. Employer Identification No.)
Two Jericho Plaza, Suite 200, Jericho, NY 11753
(516) 237-6000
(Address of principal executive offices) (Zip code)(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s)Name of each exchange on which registered
Class A common stockFLWSThe Nasdaq Stock Market
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 ý No o
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 during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ý 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
o Large accelerated filer
ý Accelerated filer
o Non-accelerated filer
ý Smaller reporting company
o 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
The number of shares outstanding of each of the Registrant’s classes of common stock as of October 30, 2026:
Class A common stock: 37,139,340
Class B common stock: 27,068,221


Table of Contents
1-800-FLOWERS.COM, Inc.
FORM 10-Q
For the quarterly period ended September 27, 2026
TABLE OF CONTENTS
Page
Part I.
Financial Information
Item 1.
Condensed Consolidated Financial Statements
1
Condensed Consolidated Balance Sheets – September 27, 2026 (Unaudited) and June 28, 2026
1
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) – Three Months Ended September 27, 2026 and September 28, 2025
2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) – Three Months Ended September 27, 2026 and September 28, 2025
3
Condensed Consolidated Statements of Cash Flows (Unaudited) – Three Months Ended September 27, 2026 and September 28, 2025
4
Notes to Condensed Consolidated Financial Statements (Unaudited)
5
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
33
Item 4.
Controls and Procedures
33
Part II.
Other Information
33
Item 1.
Legal Proceedings
33
Item 1A.
Risk Factors
33
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
34
Item 3.
Defaults upon Senior Securities
34
Item 4.
Mine Safety Disclosures
34
Item 5.
Other Information
34
Item 6.
Exhibits
35
Signatures
36


Table of Contents
PART I. – FINANCIAL INFORMATION
ITEM 1. – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except for share data)
September 27, 2026June 28, 2026
(unaudited)
Assets
Current assets:
Cash and cash equivalents$9,402 $11,366 
Trade receivables, less allowances for credit losses of $2,474 and $2,287, respectively
35,097 20,261 
Inventories210,173 134,989 
Prepaid and other36,715 25,306 
Assets of discontinued operations held for sale60,478 19,518 
Total current assets351,865 211,440 
Property, plant and equipment, net171,105 177,860 
Operating lease right-of-use assets88,412 90,619 
Goodwill3,071 3,071 
Trademarks with indefinite lives65,473 65,473 
Other intangibles, net1,019 1,304 
Other assets50,191 47,775 
Assets of discontinued operations held for sale- 39,450 
Total assets$731,136 $636,992 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable$75,088 $67,720 
Accrued expenses121,369 116,538 
Current maturities of long-term debt185,650 24,000 
Current portion of long-term operating lease liabilities15,184 15,087 
Liabilities of discontinued operations held for sale18,261 5,870 
Total current liabilities415,552 229,215 
Long-term debt, net81,614 112,176 
Long-term operating lease liabilities82,048 84,428 
Deferred tax liabilities, net5,999 5,986 
Other liabilities53,026 50,496 
Liabilities of discontinued operations held for sale- 11,040 
Total liabilities638,239 493,341 
Commitments and contingencies (See Note 12)
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued
- - 
Class A common stock, $0.01 par value, 200,000,000 shares authorized, 60,376,508 and 60,311,976 shares issued at September 27, 2026 and June 28, 2026, respectively
603 602 
Class B common stock, $0.01 par value, 200,000,000 shares authorized, 32,348,221 shares issued at September 27, 2026 and June 28, 2026
323 323 
Additional paid-in capital426,202 422,528 
Accumulated (deficit) retained earnings(124,115)(69,780)
Accumulated other comprehensive loss(98)(98)
Treasury stock, at cost, 23,237,168 and 23,209,569 Class A shares at September 27, 2026 and June 28, 2026, respectively, and 5,280,000 Class B shares at September 27, 2026 and June 28, 2026
(210,018)(209,924)
Total stockholders’ equity92,897 143,651 
Total liabilities and stockholders’ equity$731,136 $636,992 
See accompanying Notes to Condensed Consolidated Financial Statements.
1

Table of Contents
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except for per share data)
(unaudited)
Three Months Ended
September 27,
2026
September 28,
2025
Net revenues$171,351 $192,724 
Cost of revenues (excludes depreciation and amortization)112,851 124,620 
Gross profit58,500 68,104 
Operating expenses:
Marketing and sales50,889 61,294 
Technology and development15,151 13,797 
General and administrative28,477 29,327 
Depreciation and amortization10,482 10,841 
Total operating expenses104,999 115,259 
Operating loss(46,499)(47,155)
Interest income (130)(311)
Interest expense5,442 4,192 
Other income, net(1,855)(2,338)
Loss before income taxes(49,956)(48,698)
Income tax expense 658 291 
Net loss and comprehensive net loss from continuing operations$(50,614)$(48,989)
Net loss from discontinued operations, net of tax (3,721)(3,968)
Net loss and comprehensive net loss$(54,335)$(52,957)
Basic and diluted net loss per common share from continuing operations$(0.79)$(0.77)
Basic and diluted net loss per common share from discontinued operations(0.06)(0.06)
Basic and diluted net loss per common share $(0.85)$(0.83)
Basic and diluted weighted average shares used in the calculation of net loss per common share 64,18763,630
See accompanying Notes to Condensed Consolidated Financial Statements.
2

Table of Contents
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(in thousands, except share data)
(unaudited)
Three Months Ended September 27, 2026 and September 28, 2025
Common StockAdditional
Paid-in
Capital
Retained
Earnings Accumulated (Deficit)
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity
Class AClass BTreasury Stock
SharesAmountSharesAmountSharesAmount
Balance at June 28, 202660,311,976$602 32,348,221$323 $422,528 $(69,780)$(98)28,489,569$(209,924)$143,651 
Net loss-- -- - (54,335)- -- (54,335)
Stock-based compensation64,5321 -- 3,674 - - -- 3,675 
Acquisition of Class A treasury stock-- -- - - - 27,599(94)(94)
Balance at September 27, 202660,376,508$603 32,348,221$323 $426,202 $(124,115)$(98)28,517,168$(210,018)$92,897 
Balance at June 29, 202559,470,528$594 32,348,221$323 $411,280 $64,985 $(140)28,199,849$(208,760)$268,282 
Net loss-- -- - (52,957)- -- (52,957)
Stock-based compensation73,8951 -- 2,311 - - -- 2,312 
Acquisition of Class A treasury stock-- -- - - - 25,880(129)(129)
Balance at September 28, 202559,544,423$595 32,348,221$323 $413,591 $12,028 $(140)28,225,729$(208,889)$217,508 


See accompanying Notes to Condensed Consolidated Financial Statements.
3

Table of Contents
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Three Months Ended
September 27,
2026
September 28,
2025
Operating activities:
Net loss $(54,335)$(52,957)
Net loss from discontinued operations, net of tax(3,721)(3,968)
Net loss from continuing operations (50,614)(48,989)
Reconciliation of net loss from continuing operations to net cash used in operating activities from continuing operations:
Depreciation and amortization10,482 10,841 
Amortization of deferred financing costs508 177 
Deferred income taxes13 (232)
Bad debt expense78 4 
Stock-based compensation1,449 2,312 
Other non-cash items274 232 
Changes in operating items:
Trade receivables(14,914)(14,944)
Inventories(75,184)(82,481)
Prepaid and other(11,409)(3,116)
Accounts payable and accrued expenses13,194 5,144 
Other assets and liabilities39 113 
Net cash used in operating activities from continuing operations(126,084)(130,939)
Investing activities:
Capital expenditures(3,716)(5,596)
Net cash used in investing activities from continuing operations (3,716)(5,596)
Financing activities:
Acquisition of treasury stock(94)(129)
Proceeds from bank borrowings140,000 110,000 
Repayment of bank borrowings(6,000)(3,000)
Debt issuance cost(2,190)- 
Net cash provided by financing activities from continuing operations 131,716 106,871 
Cash flows from discontinued operations:
Cash used in operating activities (3,313)(8,035)
Cash used in investing activities(567)(1,056)
     Net cash flows used in discontinued operations (3,880)(9,091)
Net change in cash and cash equivalents(1,964)(38,755)
Cash and cash equivalents:
Beginning of period11,366 46,502 
End of period$9,402 $7,747 
See accompanying Notes to Condensed Consolidated Financial Statements.
4

Table of Contents
1-800-FLOWERS.COM, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 1 – Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by 1-800-FLOWERS.COM, Inc. and Subsidiaries (the “Company”) in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three month period ended September 27, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending June 27, 2027. These financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 28, 2026.
The Company’s quarterly results may experience seasonal fluctuations. Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s fiscal second quarter, typically generates over 40% of the Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Mother's Day, Valentine’s Day, Easter, and Administrative Professionals Week, revenues have also historically risen during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue Recognition
Net revenue is measured based on the amount of consideration that the Company expects to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Service and outbound shipping charged to customers are recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Net revenues exclude sales and other similar taxes collected from customers.
A description of the Company's principal revenue-generating activities is as follows:

•E-commerce revenues - consumer products sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment.

•Retail revenues - consumer products sold through our retail stores. Revenue is recognized when control of the goods is transferred to the customer at the point of sale, at which time payment is received.

•Wholesale revenues - products sold to our wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms are typically 30 days from the date control over the product is transferred to the customer.
5

Table of Contents
•BloomNet® services - membership fees as well as other service offerings to florists. Membership and other subscription-based fees are recognized monthly as earned. Services revenues related to orders sent through the floral network are variable, based on either the number of orders or the value of orders, and are recognized in the period in which the orders are delivered. The contracts within BloomNet services are typically month-to-month and, as a result, no consideration allocation is necessary across multiple reporting periods. Payment is typically due less than 30 days from the date the services were performed.
See Note 13 - Business segments for additional information on disaggregated revenue.
Discontinued Operations
On September 26, 2026, the Company and PlanetArt, LLC ("Purchaser") entered into an Asset Purchase Agreement (the "Purchase Agreement") related to the sale of certain assets and the assumption of certain liabilities of the Company's Personalization Mall, Things Remembered, and Personalization Universe businesses (collectively, the "Personalization Businesses"). The aggregate sale price was $45.0 million in cash (subject to certain working capital adjustments). The Company and Purchaser consummated the transactions contemplated by the Purchase Agreement on October 19, 2026. As of September 27, 2026, the Company determined that Personalization Businesses met the criteria for classification as held for sale under Accounting Standards Codification (“ASC”) 360. The disposition represented a strategic shift that had a major impact on the Company's operations and financial results and has been accounted for as discontinued operations.
See Note 3 - Discontinued operations for additional information.
Changes in Segments
Historically, the Company had three reportable segments, Consumer Floral & Gifts, BloomNet®, and Gourmet Foods & Gift Baskets. Effective June 29, 2026, the Company reassessed its segment reporting structure to reflect changes in how the Company’s Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”), manages the business, assesses performance, and allocates resources in accordance with ASC 280, Segment Reporting. As a result, the Company’s operations were re-organized into the three following reportable segments: E-Commerce, Wholesale and Other, and BloomNet®. The revised segment structure aligns with the manner in which the CODM reviews the Company’s operating results and allocates resources and more closely reflects the Company’s channel strategy.

See Note 13 - Business segments for additional information.

Fire at the Hebron warehouse and distribution facility
On July 29, 2026, a fire occurred at the Company’s Hebron, Ohio facility, resulting in damage to certain property, equipment and inventory. Operations were temporarily interrupted.
The Company maintains insurance coverage for property damage and business interruption and has submitted a claim to its insurance carriers. The Company has already received some recovery amounts from its insurers and is continuing to work with them to finalize the evaluation and settlement of the claim.
See Note 14 - Fire at the Hebron warehouse and distribution facility for additional information.
Deferred Revenues
Deferred revenues are recorded when the Company has received consideration (i.e. advance payment) before satisfying its performance obligations. As such, customer orders are recorded as deferred revenue prior to shipment or rendering of product or services. Deferred revenues primarily relate to e-commerce orders placed, but not shipped, prior to the end of the fiscal period, as well as for subscription programs, including our various food, wine, and plant-of-the-month clubs, and our Celebrations Passport® program.
Our total deferred revenue as of June 28, 2026 was $19.5 million, of which $18.7 million relates to the Company's continuing operations, of which $10.2 million was recognized as revenue during the three months ended September 27, 2026. The deferred revenue balance as of September 27, 2026 for continuing operations was $16.5 million and is included within the “Accrued expenses” line item in the consolidated balance sheets.
6

Table of Contents
Recently Issued Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-12, Codification Improvements. ASU 2025-12 includes changes that clarify, correct errors in or make other minor improvements to a broad range of topics that are intended to make them easier to understand and apply, including ASC 260, Earnings Per Share and ASC 325, Investments – Other. The amendments in ASU 2025-12 are effective for annual periods beginning after December 15, 2026, and interim reporting periods within those reporting periods, with early adoption permitted. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2025-12 on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations. The ASU does not introduce significant changes to recognition or measurement guidance. The amendments in ASU 2025-11 are effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2025-11 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements and related disclosures.

In September 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 amends certain aspects of the accounting and disclosure of software costs under ASC 350-40, Intangibles – Goodwill and Other – Internal – Use Software. ASU 2025-06 replaces the prior “project stage” model and provides a principles-based framework for cost recognition and capitalization, incorporates website development guidance from ASC 350-50, Intangibles — Goodwill and Other — Website Development Costs, into a new internal-use software framework, and clarifies disclosure requirements. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-06 allows for a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach on adoption. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires enhanced disclosures about a business entity's expenses, includes enhanced interim disclosure requirements, and requires additional disclosure about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. In January 2025, the FASB issued ASU 2025-01, which amended ASU 2024-03, to clarify its effective date. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.
Note 2 – Net loss per common share
Basic net loss per common share is computed by dividing the net loss during the period by the weighted average number of common shares outstanding during the period. Diluted net loss per common share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.
7

Table of Contents
The following table sets forth the computation of basic and diluted net loss per common share:
Three Months Ended
September 27,
2026
September 28,
2025
(in thousands, except per share data)
Numerator:
Net loss from continuing operations $(50,614)$(48,989)
Net loss from discontinued operations, net of tax(3,721)(3,968)
Net loss$(54,335)$(52,957)
Denominator:
Weighted average shares outstanding64,187 63,630 
Adjusted weighted-average shares and assumed conversions64,187 63,630 
Basic net loss per common share:
Continuing operations $(0.79)$(0.77)
Discontinued operations(0.06)(0.06)
Basic net loss per common share $(0.85)$(0.83)
Diluted net loss per common share:
Continuing operations $(0.79)$(0.77)
Discontinued operations (0.06)(0.06)
Diluted net loss per common share $(0.85)$(0.83)
Note 3 – Discontinued operations
Sale of Personalization Mall, Things Remembered, and Personalization Universe Businesses
On September 26, 2026, the Company and PlanetArt, LLC entered into the Purchase Agreement related to the sale of certain assets and the assumption of certain liabilities of the Company's Personalization Businesses. The aggregate sale price was $45.0 million in cash (subject to certain working capital adjustments). The Company and Purchaser consummated the transactions contemplated by the Purchase Agreement on October 19, 2026 for an estimated preliminary purchase price of $44.7 million with approximately $2.8 million held in escrow.
The Company used a portion of the proceeds from the sale, net of transaction costs, to prepay a portion of the principal amount of term loans outstanding under its credit facility, in accordance with the terms of the Company’s credit facility, as amended. The Company determined that the disposal of the Personalization Businesses represented a strategic shift that had a major effect on the Company’s operations and financial results. As of September 27, 2026, the Company determined that the Personalization Businesses met the criteria for classification as held for sale under Accounting Standards Codification (“ASC”) 360. Accordingly, the operations of the Personalization Businesses are reported as discontinued operations. The Personalization Businesses were previously included within the Company's E-Commerce reportable segment and are excluded from continuing operations for all periods presented.
8

Table of Contents
The following table presents the major classes of the Personalization Businesses line items constituting the "Net loss from discontinued operations, net of tax" in our Consolidated Statements of Operations and Comprehensive Income (Loss):
Three Months Ended
September 27, 2026September 28, 2025
Net revenues $19,302 $22,476 
Cost of revenues (excludes depreciation and amortization)11,911 13,818 
Gross profit 7,391 8,658 
Operating expenses:
Marketing and sales 7,215 7,811 
Technology and development 485 353 
General and administrative 1,443 1,791 
Depreciation and amortization1,601 2,061 
Total operating expenses 10,744 12,016 
Operating loss from discontinued operations (3,353)(3,358)
Interest expense 417 429 
Other income, net(7)(9)
Loss from discontinued operations before income taxes (3,763)(3,778)
Income tax (benefit) expense(42)190 
Net loss from discontinued operations, net of tax$(3,721)$(3,968)
Assets and liabilities of discontinued operations associated with the Personalization Businesses in the Consolidated Balance Sheets as of September 27, 2026 and June 28, 2026 are included in the following table:
September 27, 2026June 28, 2026
Assets
Trade receivables $1,208 $1,311 
Inventories 20,624 17,794 
Prepaid and other 761 413 
Total current assets of discontinued operations held for sale (1)19,518 
Property, plant and equipment, net15,322 16,356 
Operating lease right-of-use assets 11,886 12,416 
Trademarks with indefinite lives 10,600 10,600 
Other assets 77 78 
Total noncurrent assets of discontinued operations held for sale (1)39,450 
Total assets of discontinued operations held for sale$60,478 $58,968 
Liabilities
Accounts payable $2,331 $1,243 
Accrued expenses 3,215 2,423 
Current portion of long-term operating lease liabilities 2,258 2,204 
Total current liabilities of discontinued operations held for sale (1)5,870 
Long-term operating lease liabilities 10,457 11,040 
Total noncurrent liabilities of discontinued operations held for sale (1)11,040 
Total liabilities of discontinued operations held for sale$18,261 $16,910 
(1) The assets and liabilities of the Personalization Businesses are classified as current as of September 27, 2026 because it was probable, at that point, that the sale would occur within the next twelve months.
9

Table of Contents
Note 4 – Inventory
The Company’s inventory, valued at the lower of cost or net realizable value, includes purchased and manufactured finished goods for sale, packaging supplies, crops, raw material ingredients for manufactured products and associated manufacturing labor, and is classified as follows:
September 27, 2026June 28, 2026
(in thousands)
Finished goods$133,621 $68,282 
Work-in-process18,357 19,187 
Raw materials58,195 47,520 
Total inventory$210,173 $134,989 
Note 5 – Property, plant and equipment, net
The Company’s property, plant and equipment, net consists of the following:
September 27, 2026June 28, 2026
(in thousands)
Land$33,307 $33,361 
Orchards in production and land improvements21,730 21,730 
Building and building improvements71,146 70,840 
Leasehold improvements14,203 16,019 
Production equipment102,469 104,626 
Furniture and fixtures7,687 8,816 
Computer and telecommunication equipment35,735 36,187 
Software222,804 221,791 
Capital projects in progress7,191 7,142 
Property, plant and equipment, gross516,272 520,512 
Accumulated depreciation and amortization(345,167)(342,652)
Property, plant and equipment, net$171,105 $177,860 
Note 6 – Goodwill, trademarks with indefinite lives and other intangibles, net
The following table presents goodwill by business segment:
E-CommerceWholesale and Other BloomNetTotal
(in thousands)
Balance at June 28, 2026 and September 27, 2026 (1)$111 $- $2,960 $3,071 
(1) The total carrying value of goodwill is reflected net of $287.0 million of accumulated impairment charges.
10

Table of Contents
The Company’s trademarks with indefinite lives and other intangible assets, net consists of the following:
September 27, 2026June 28, 2026
Amortization
Period
Gross
Carrying
Amount
Accumulated
Amortization
NetGross
Carrying
Amount
Accumulated
Amortization
Net
(in years)(in thousands)
Intangible assets with determinable lives
Investment in licenses
14 - 16
$7,420 $6,911 $509 $7,420 $6,885 $535 
Customer lists
3 - 10
17,701 17,337 364 17,701 17,093 608 
Other
5 - 14
2,946 2,800 146 2,946 2,785 161 
Total intangible assets with determinable lives28,067 27,048 1,019 28,067 26,763 1,304 
Trademarks with indefinite lives65,473 - 65,473 65,473 - 65,473 
Total identifiable intangible assets$93,540 $27,048 $66,492 $93,540 $26,763 $66,777 
Future estimated amortization expense is as follows: remainder of fiscal 2027 - $0.3 million, fiscal 2028 - $0.3 million, fiscal 2029 - $0.2 million, fiscal 2030 - $0.1 million, and fiscal 2031 - $0.1 million.
Additional indefinite-lived intangible asset considerations
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of indefinite-lived intangible assets requires the Company to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include the assets' estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value. If current expectations of future growth rates and margins are not met, if market factors outside of our control change, such as discount rates, income tax rates, or inflation, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then indefinite-lived intangible assets might become impaired in the future.
Note 7 – Leases
The Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through fiscal 2036. Most lease agreements are of a long-term nature (over a year), although the Company also enters into short-term leases, primarily for seasonal needs. Lease agreements may contain renewal options and rent escalation clauses and require the Company to pay real estate taxes, insurance, common area maintenance and operating expenses applicable to the leased properties. The Company accounts for its leases in accordance with ASC 842.
At contract inception, the Company determines whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time, by assessing whether the Company has the right to obtain substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset.
11

Table of Contents
At the lease commencement date, the Company determines if a lease should be classified as an operating or a finance lease (the Company currently has no finance leases) and recognizes a corresponding lease liability and a right-of-use asset on its consolidated balance sheet. The lease liability is initially and subsequently measured as the present value of the remaining fixed minimum rental payments (including base rent and fixed common area maintenance) using discount rates as of the commencement date. Variable payments (including most utilities, real estate taxes, insurance and variable common area maintenance) are expensed as incurred. Further, the Company elected a short-term lease exception policy, permitting it not to apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less) and an accounting policy to account for lease and non-lease components as a single component for certain classes of assets. The right-of-use asset is initially and subsequently measured at the carrying amount of the lease liability adjusted for any prepaid or accrued lease payments, remaining balance of lease incentives received, unamortized initial direct costs, or impairment charges relating to the right-of-use asset. Right-of-use assets are assessed for impairment using the long-lived assets impairment guidance. The discount rate used to determine the present value of lease payments is the Company’s estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as the Company generally cannot determine the interest rate implicit in the lease.
The Company recognizes expense for its operating leases on a straight-line basis over the lease term. As these leases expire, it can be expected that in the normal course of business they will be renewed or replaced. Renewal option periods are included in the measurement of lease liability, where the exercise is reasonably certain to occur. Key estimates and judgments in accounting for leases include how the Company determines: (1) lease payments, (2) lease term, and (3) the discount rate used in calculating the lease liability.
Additional information related to the Company's leases associated with continuing operations is as follows:
Three Months Ended
September 27,
2026
September 28,
2025
(in thousands)
Lease costs:
Operating lease costs$4,837 $5,185 
Variable lease costs5,784 6,225 
Short-term lease cost450 696 
Sublease income(120)(170)
Total lease costs$10,951 $11,936 
Cash paid for amounts included in measurement of operating lease liabilities$4,912 $5,292 
Right-of-use assets obtained in exchange for new operating lease liabilities$1,384 $745 
September 27,
2026
Weighted-average remaining lease term - operating leases (in years)6.7
Weighted-discount rate - operating leases5.2 %
12

Table of Contents
Maturities of lease liabilities associated with continuing operations as of September 27, 2026, and the reconciliation to the consolidated balance sheet, in accordance with ASC 842, are as follows (in thousands):
Fiscal Year:
Remainder of 2027$14,818 
202819,799 
202918,684 
203014,362 
203112,383 
Thereafter35,118 
Total future minimum lease payments115,164 
Less: Imputed remaining interest17,932 
Total operating lease liabilities97,232 
Less: Current portion of long-term operating lease liabilities15,184 
Long-term operating lease liabilities$82,048 
Note 8 – Accrued expenses
Accrued expenses consists of the following:
September 27, 2026June 28, 2026
(in thousands)
Payroll and employee benefits$28,294 $32,805 
Deferred revenue16,485 18,721 
Accrued marketing expenses10,467 13,123 
Accrued florist payout14,646 13,818 
Accrued purchases17,338 8,305 
Accrued professional fees12,139 10,132 
Other22,000 19,634 
Accrued expenses$121,369 $116,538 

Severance and restructuring charges
Severance and restructuring charges incurred in the prior year related to an enterprise reduction in workforce focused on reducing costs and streamlining the organization. At September 27, 2026, the Company had $2.3 million recorded related to these charges within the “Accrued expenses” line item in the Consolidated Balance Sheet. The Company expects the majority of these costs to be paid in the next 12 months.
13

Table of Contents
Note 9 – Long-term debt, net    
The Company’s current and long-term debt, net consists of the following:
September 27, 2026June 28, 2026
(in thousands)
Revolving credit facility$140,000 $- 
Term loan133,000 139,000 
Deferred financing costs(5,736)(2,824)
Total debt, net267,264 136,176 
Less: current maturities of long-term debt185,650 24,000 
Long-term debt, net$81,614 $112,176 
The Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, are party to a Third Amended and Restated Credit Agreement (the “Third Restated Credit Agreement” and, as amended by that certain First Amendment (the “First Amendment”), dated as of January 28, 2025, and that certain Second Amendment (the “Second Amendment”), dated as of May 6, 2025, the “Amended Third Restated Credit Agreement,” and the Amended Third Restated Credit Agreement as amended by that certain Third Amendment, dated as of September 9, 2026 (the “Third Amendment”), the “Existing Credit Agreement”).

On September 9, 2026, the Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into the Third Amendment to the Amended Third Restated Credit Agreement. The Third Amendment amended the Amended Third Restated Credit Agreement by, among other modifications, (i) replacing the financial covenants set forth therein with (x) a minimum liquidity financial covenant until the end of the Company’s fiscal quarter ending September 26, 2027 and (y) a minimum consolidated EBITDA financial covenant for the period of the fiscal quarter ending December 26, 2027 through the end of the Affected Period (as defined below), (ii) modifying the negative covenant restricting asset sales and the corresponding obligation to make mandatory prepayments of the Term Loan (as defined below) with the proceeds of certain asset sales, in each case, as in effect during the Affected Period, to expand the existing permissions for asset sales and permit the Company to retain a portion of the proceeds of certain asset sales, up to $30.0 million in the aggregate, after the Company has used a portion of such proceeds to make a prepayment of the Term Loan of at least $15.0 million, (iii) imposing additional restrictions on the ability of the Company and its U.S. subsidiaries that are guarantors under the Existing Credit Agreement to transfer material intellectual property to the Company’s subsidiaries that are not guarantors under the Existing Credit Agreement, (iv) requiring the Company to participate in monthly conference calls with the lenders under the Existing Credit Agreement, and (v) imposing during the Affected Period additional prepayment obligations with respect to the revolving credit facility. For accounting purposes, pursuant to ASC 470, Debt, this transaction was accounted for as a modification of the Amended Third Restated Credit Agreement. In connection with the Third Amendment, the Company incurred $4.5 million of deferred financing costs, of which $3.4 million was recorded on the Company's Consolidated Balance Sheet and is being amortized over the life of the Existing Credit Agreement (the "Term Loan"), and the remaining costs were recognized in Interest expense on the Company's Consolidated Statement of Operations in connection with the amendment.

For each borrowing under the Existing Credit Agreement, the Company may elect that such borrowing bear interest at an annual rate equal to either: (1) a base rate plus an applicable margin varying (other than during the Affected Period) based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5%, and (c) an adjusted SOFR rate for a one-month interest period plus 1.0%, or (2) an adjusted SOFR rate plus an applicable margin varying (other than during the Affected Period) based on the Company’s consolidated leverage ratio. The adjusted SOFR rate includes a credit spread adjustment of 0.1% for all interest periods. The effective interest rate as of September 27, 2026 related to the Company's outstanding borrowings was 7.3%.

14

Table of Contents
The principal of the outstanding Term Loan was subject to a quarterly payment of $3.0 million on September 26, 2025, and is subject to quarterly payments of $6.0 million for the next 10 payments, with the remaining balance of $97.0 million due upon maturity on June 27, 2028. In accordance with the Existing Credit Agreement, upon completion of the sale of the Personalization Businesses, the Company used a portion of the net proceeds, after transaction costs, to prepay $21.7 million of the outstanding principal balance of the Term Loan. Based on this, the Company reclassified this prepayment amount to the "Current maturities of long-term debt" line item in the Consolidated Balance Sheet. Following this prepayment in October 2026, future principal Term Loan payments are as follows: $18.0 million – fiscal 2027, and $93.3 million – fiscal 2028.
The Existing Credit Agreement requires that, while any borrowings or commitments are outstanding, the Company comply with certain financial covenants and certain affirmative covenants and negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, (i) incur additional indebtedness, (ii) make certain investments, (iii) make certain restricted payments and, (iv) hold cash deposits in accounts not maintained with lenders under the Existing Credit Agreement or their affiliates during the period (the “Affected Period”) from May 6, 2025 until the earlier of (A) June 26, 2028 and (B) the date the Company has (x) demonstrated compliance with the financial covenants as in effect under the Third Restated Credit Agreement as amended by the First Amendment and (y) if applicable, elected to terminate the applicable period during which various applicable modifications set forth in the Second Amendment and the Third Amendment are in effect. The Company was in compliance with these covenants as of September 27, 2026. The Existing Credit Agreement is secured by substantially all of the assets of the Company.
Note 10 – Fair value measurements
Cash and cash equivalents, trade and other receivables, prepaids, accounts payable and accrued expenses are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. Although no trading market exists, the Company believes that the carrying amount of its debt approximates fair value due to its variable nature (these are level 2 investments). The Company’s investments in non-marketable equity instruments of private companies are carried at cost and are periodically assessed for other-than-temporary impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. The Company’s remaining financial assets and liabilities are measured and recorded at fair value (see table below). The Company’s non-financial assets, such as definite lived intangible assets and property, plant and equipment, are recorded at cost and are assessed for impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. Goodwill and indefinite-lived intangibles are tested for impairment annually, or more frequently, if events occur or circumstances change such that it is more likely than not that an impairment may exist, as required under the accounting standards.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the guidance are described below:
Level 1Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
Level 2Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
Level 3Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
15

Table of Contents
The following table presents by level, within the fair value hierarchy, financial assets and liabilities measured at fair value on a recurring basis:
Carrying
Value
Fair Value Measurements
Assets (Liabilities)
Level 1Level 2Level 3
(in thousands)
Assets (Liabilities) as of September 27, 2026
Trading securities held in a “rabbi trust” (1)$49,374 $49,374 $- $- 
$49,374 $49,374 $- $- 
Assets (Liabilities) as of June 28, 2026
Trading securities held in a “rabbi trust” (1)$46,938 $46,938 $- $- 
$46,938 $46,938 $- $- 
(1)The Company has established a Non-Qualified Deferred Compensation Plan (“NQDC Plan”) for certain members of senior management. Deferred compensation plan assets are invested in mutual funds held in a “rabbi trust,” which is restricted for payment to participants of the NQDC Plan. Trading securities held in a "rabbi trust" are measured using quoted market prices at the reporting date and are included in the “Other assets” line item, with the corresponding liability included in the “Other liabilities” line item in the consolidated balance sheets.
Note 11 – Income taxes
The Company computed the interim tax provision using an estimated annual effective rate applied to the loss from continuing operations, adjusted for discrete items. This estimate is used in providing for income taxes from continuing operations on a year-to-date basis and may change in subsequent interim periods. The Company’s effective tax rate for the three months ended September 27, 2026 was (1.3)% compared to (0.6)% in the same period of the prior year. The Company’s effective tax rate for the three months ended September 27, 2026 and September 28, 2025 each differed from the U.S. federal statutory rate of 21.0% primarily due to the change in valuation allowance, state income taxes and interest on uncertain tax positions.

For the year ended June 28, 2026, the Company had a total valuation allowance of approximately $71.8 million primarily related to net operating losses, charitable contributions, and deferred tax assets that are not more likely than not realizable. For the three months ended September 27, 2026, the Company increased its valuation allowance by $12.8 million.

During the quarter, the Company classified the results of the Personalization Businesses as discontinued operations. In accordance with ASC 740, the Company allocated income tax expense between continuing and discontinued operations. The income tax effects attributable to discontinued operations are reflected in the net loss from discontinued operations, net of tax, in the accompanying Statements of Operations.

The One Big Beautiful Bill Act (“OBBBA”), which was signed into law on July 4, 2025, included various tax law changes, and made permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others phased in through 2027. These provisions and modifications have not had a material impact on the Company’s consolidated financial statements. The Company will continue to evaluate the impact of the legislation on its consolidated financial statements as additional guidance is issued.
Note 12 – Commitments and contingencies
Litigation
There are various claims, lawsuits, and pending actions against the Company and its subsidiaries incident to the operations of its businesses. It is the opinion of management, after consultation with counsel, that the final resolution of such claims, lawsuits, and pending actions will not have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity.
16

Table of Contents
Note 13 – Business segments
Historically, the Company had three reportable segments: Consumer Floral & Gifts, BloomNet®, and Gourmet Foods & Gift Baskets. Effective June 29, 2026, the Company reassessed its segment reporting structure to reflect changes in how the Company’s Chief Executive Officer, who serves as the CODM, manages the business, assesses performance, and allocates resources in accordance with ASC 280, Segment Reporting. As a result, the Company’s operations were re-organized into the three following reportable segments: E-Commerce, Wholesale and Other, and BloomNet®. The revised segment structure aligns with the manner in which the CODM reviews the Company’s operating results and allocates resources and more closely reflects the Company’s channel strategy. Prior-period segment information presented herein has been recast to conform to the current reportable segment presentation to provide comparability between periods.

E-Commerce – this segment consists primarily of the Company's direct-to-consumer gifting business as operating through digital platforms, including Company-owned websites, third-party marketplaces, and other direct ordering channels.

Wholesale and Other – this segment consists primarily of wholesale distribution of gifting products to commercial customers for resale, as well as Company-operated retail stores and franchise operations.

BloomNet® – revenues in this segment are derived from membership fees, as well as other product and service offerings.

The accounting policies of the business segments are the same as those described in Note 2 - Significant accounting policies in the Annual Report on Form 10-K for the fiscal year ended June 28, 2026.
The Company evaluates performance for its business segments based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments. This information is used by the CODM to measure segment profitability, allocate resources, and make budgeting and forecasting decisions about the business segments. The Chief Executive Officer also uses this measure to monitor trends in year-over-year performance and to compare actual results to the Company's budget and forecasts.
Management’s measure of profitability for these segments does not include the effect of corporate overhead and unallocated expenses (see (b) below), nor does it include depreciation and amortization, interest income, interest expense, and other expense, net. Sales, cost of revenues, and certain other operating expenses including advertising expenses are also provided to the Chief Executive Officer. No asset information is provided for the business segments as this information is reviewed at the consolidated level by management and not by segment.
17

Table of Contents
Three Months Ended September 27, 2026
E-CommerceWholesale and Other BloomNetTotal
Net revenues$128,449 $20,542 $22,302 $171,293 
Corporate 58
Net revenues171,351 
Cost of revenues (excludes depreciation and amortization) 87,457 13,973 11,287 
Advertising Expenses 21,684 365 286 
Other segment items (a) 3,128 49 99 
Segment contribution margin 16,180 6,155 10,630 32,965 
Corporate and unallocated expenses (b)68,982 
Depreciation and amortization10,482 
Operating loss from continuing operations (46,499)
Interest income(130)
Interest expense5,442 
Other income, net(1,855)
Loss before income taxes from continuing operations $(49,956)


18

Table of Contents
 Three Months Ended September 28, 2025
E-CommerceWholesale and OtherBloomNetTotal
Net revenues$146,538 $22,993 $23,125 $192,656 
Corporate 68
Net revenues192,724 
Cost of revenues (excludes depreciation and amortization) 95,269 17,217 12,095 
Advertising expenses 24,012 414 281 
Other segment items (a)3,529 74 88 
Segment contribution margin 23,728 5,288 10,661 39,677 
Corporate and unallocated expenses (b)75,991 
Depreciation and amortization10,841 
Operating loss from continuing operations (47,155)
Interest income(311)
Interest expense4,192 
Other income, net(2,338)
Loss before income taxes from continuing operations$(48,698)
(a)Other segment items include credit card fees.
(b)Corporate and unallocated expenses consist primarily of costs associated with the Company’s enterprise shared-service and centralized functions, including, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive, and central marketing and merchandising costs, as well as stock-based compensation and changes in the fair value of the Company's NQDC Plan. To leverage the Company’s infrastructure and capabilities across the organization, these centralized functions are centrally managed and provide services and support across the Company’s business segments. Accordingly, costs associated with these centralized functions are managed on an enterprise-wide basis and are not allocated to the Company's business segments in the measure of segment contribution margin.
19

Table of Contents
The following table represents a disaggregation of revenue from contracts with customers, by channel:
Three Months Ended
E-CommerceWholesale and Other BloomNetCorporate Consolidated
September 27, 2026September 28, 2025September 27, 2026September 28, 2025September 27, 2026September 28, 2025September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(in thousands)
Net revenues
E-commerce$128,449 $146,538 $- $- $- $- $- $- $128,449 $146,538 
Other- - 20,542 22,993 22,302 23,125 58 68 42,902 46,186 
Total net revenues$128,449 $146,538 $20,542 $22,993 $22,302 $23,125 $58 $68 $171,351 $192,724 
Other revenues detail
Retail and other- - 2,960 3,264 - - - - 2,960 3,264 
Wholesale- - 17,582 19,729 9,889 10,976 - - 27,471 30,705 
BloomNet services- - - - 12,413 12,149 - - 12,413 12,149 
Corporate- - - - - - 58 68 58 68 
Total other revenues$- $- $20,542 $22,993 $22,302 $23,125 $58 $68 $42,902 $46,186 
Note 14 – Fire at the Hebron warehouse and distribution facility
On July 29, 2026, a fire occurred at the Company’s Hebron, Ohio facility, resulting in damage to certain property, equipment and inventory. Operations were temporarily interrupted.
The Company maintains insurance coverage for property damage and business interruption and has submitted a claim to its insurance carriers. The Company has already received some recovery amounts from its insurers and is continuing to work with them to finalize the evaluation and settlement of the claim.
In the three months ended September 27, 2026, the Company recorded $16.3 million of fire-related costs, consisting of $7.0 million related to inventory, $8.2 million related to third-party cleaning and remediation, and $1.1 million related to other costs such as internal labor and supplies. Additionally, as of September 27, 2026, the Company received $6.8 million in advances from the insurance carriers primarily related to the cleaning and remediation costs for the facility, after a $0.8 million deductible.
As of September 27, 2026, the Company recorded an insurance receivable of $8.8 million, within the “Prepaid and other” line item in the consolidated balance sheet, for probable recoveries of losses incurred, limited to the amount of related costs and losses recognized. The Company is still assessing the total amount of losses related to the fire.
Note 15 – Subsequent Events
Subsequent to September 27, 2026, the Company entered into a definitive agreement to sell its Jacksonville, Florida facility for approximately $9.7 million, subject to due diligence and customary closing conditions. The facility was not classified as held for sale as of September 27, 2026, as it did not meet the criteria for held-for-sale classification as of such date.
20

Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ("MD&A") is intended to provide an understanding of our financial condition, change in financial condition, cash flow, liquidity, and results of operations. The following MD&A discussion should be read in conjunction with the consolidated financial statements and notes to those statements that appear elsewhere in this Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2026. The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed or referred to in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under the caption “Forward-Looking Information and Factors That May Affect Future Results,” under Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2026 under the heading “Risk Factors” and Part II-Other Information, Item 1A in this Form 10-Q.
Business Overview
1-800-FLOWERS.COM, Inc. and its subsidiaries (collectively, the “Company”) is a leading provider of thoughtful expressions designed to help inspire customers to give more, connect more, and build more and better relationships. The Company’s e-commerce business platform features our all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s Cookies®, Harry & David®, Shari’s Berries®, FruitBouquets.com®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery®, Vital Choice®, Scharffen Berger®, and Simply Chocolate®. Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service charge on eligible products across our portfolio of brands, the Company strives to deepen relationships with customers. The Company also operates BloomNet®, an international floral and gift industry service provider offering a broad range of products and services designed to help its members grow their businesses profitably; Napco®, a resource for floral gifts and seasonal décor; DesignPac®, a manufacturer of gift baskets and towers; and Card Isle®, an e-commerce greeting card service.

For additional information, see Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview” of our Annual Report on Form 10-K for the fiscal year ended June 28, 2026.

Discontinued Operations
On September 26, 2026, the Company and PlanetArt, LLC ("Purchaser") entered into an Asset Purchase Agreement (the "Purchase Agreement") related to the sale of certain assets and the assumption of certain liabilities of the Company's Personalization Mall, Things Remembered, and Personalization Universe businesses (collectively, the "Personalization Businesses"). The aggregate sale price was $45.0 million in cash (subject to certain working capital adjustments). The Company and Purchaser consummated the transactions contemplated by the Purchase Agreement on October 19, 2026. The disposition represented a strategic shift that had a major impact on the Company's operations and financial results and has been accounted for as discontinued operations.

The Company is presenting the operating results and cash flows of the Personalization Businesses within discontinued operations in the current and prior periods. The assets and liabilities of the Personalization Businesses are presented as assets and liabilities of discontinued operations in the consolidated balance sheets for all periods presented.

See Note 3 - Discontinued operations, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for additional information on discontinued operations.

21

Table of Contents
Change in Segments
Historically, the Company had three reportable business segments, Consumer Floral & Gifts, BloomNet®, and Gourmet Foods & Gift Baskets. Effective June 29, 2026, the Company reassessed its segment reporting structure to reflect changes in how the Company’s Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”), manages the business, assesses performance, and allocates resources, in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. As a result, the Company’s operations were re-organized into the three following segments: E-Commerce, Wholesale and Other, and BloomNet®. The revised segment structure aligns with the manner in which the CODM reviews the Company’s operating results and allocates resources and more closely reflects the Company’s channel strategy.

See Note 13 - Business segments for additional information.

Fire at the Hebron warehouse and distribution facility

On July 29, 2026, a fire occurred at the Company’s Hebron, Ohio facility, resulting in damage to certain property, equipment and inventory. Operations were temporarily interrupted.

The Company maintains insurance coverage for property damage and business interruption and has submitted a claim to its insurance carriers. The Company has already received some recovery amounts from its insurers and is continuing to work with them to finalize the evaluation and settlement of the claim.

See Note 14 - Fire at the Hebron warehouse and distribution facility for additional information.

Definitions of non-GAAP Financial Measures:
We sometimes use financial measures derived from consolidated financial information, but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission rules. See below for definitions and the reasons why we use these non-GAAP financial measures, and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. These non-GAAP financial measures are referred to as “non-GAAP”, “adjusted” or "on a comparable basis" below, as these terms are used interchangeably. Reconciliations for forward-looking figures would require unreasonable efforts at this time because of the uncertainty and variability of the nature and amount of certain components of various necessary GAAP components, including, for example, those related to compensation, tax items, amortization or others that may arise during the year, and the Company's management believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The lack of such reconciling information should be considered when assessing the impact of such disclosures.
EBITDA and Adjusted EBITDA
We define EBITDA as net income (loss) from continuing operations before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for the impact of stock-based compensation, Non-Qualified Deferred Compensation Plan (“NQDC Plan”) investment appreciation/depreciation, and certain items affecting period-to-period comparability.
The Company presents EBITDA and Adjusted EBITDA because it considers such information meaningful supplemental measures of its performance and believes such information is frequently used by the investment community in the evaluation of similarly situated companies. The Company uses EBITDA and Adjusted EBITDA as factors to determine the total amount of incentive compensation available to be awarded to executive officers and other employees. The Company's credit agreement uses EBITDA and Adjusted EBITDA-related items to determine its interest rate and to measure compliance with certain covenants. EBITDA and Adjusted EBITDA are also used by the Company to evaluate and price potential acquisition candidates.
22

Table of Contents
EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP. Some of the limitations are: (a) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, the Company's working capital needs; (b) EBITDA and Adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on the Company's debts; and (c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and EBITDA does not reflect any cash requirements for such capital expenditures. EBITDA and Adjusted EBITDA should only be used on a supplemental basis combined with GAAP results when evaluating the Company's performance.
The following table presents EBITDA and Adjusted EBITDA:
Reconciliation of net loss to Adjusted EBITDA (non-GAAP):Three Months Ended
September 27,
2026
September 28,
2025
(in thousands)
Net loss $(54,335)$(52,957)
Net loss from discontinued operations, net of tax(3,721)(3,968)
Net loss from continuing operations(50,614)(48,989)
Add: Interest expense and other, net3,457 1,543 
Add: Depreciation and amortization10,482 10,841 
Add: Income tax expense 658 291 
EBITDA(36,017)(36,314)
Add: Stock-based compensation1,449 2,312 
Add: Compensation charge related to NQDC Plan investment appreciation1,855 2,352 
Add: Transaction costs54 - 
Add: Net loss from fire 750 - 
Adjusted EBITDA$(31,909)$(31,650)
Adjusted net income (loss) and adjusted or comparable net income (loss) per common share
We define adjusted net income (loss) and adjusted or comparable net income (loss) per common share as net income (loss) and net income (loss) per common share adjusted for certain items affecting period-to-period comparability. We believe that adjusted net income (loss) and adjusted or comparable net income (loss) per common share are meaningful measures because they increase the comparability of period-to-period results. Since these are not measures of performance calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, GAAP net income (loss) and net income (loss) per common share, as indicators of operating performance and they may not be comparable to similarly titled measures employed by other companies.
23

Table of Contents
The following table presents the adjusted net loss and adjusted net loss per common share:
Reconciliation of net loss to adjusted net loss (non-GAAP):Three Months Ended
September 27,
2026
September 28,
2025
(in thousands, except for per share data)
Net loss $(54,335)$(52,957)
Net loss from discontinued operations, net of tax(3,721)(3,968)
Net loss from continuing operations(50,614)(48,989)
Adjustments to reconcile net loss to adjusted net loss (non-GAAP):
Add: Transaction Costs54 - 
Add: Net loss from fire 750 - 
Deduct: Income tax effect on adjustments9 - 
Adjusted net loss (non-GAAP)$(49,819)$(48,989)
Basic and diluted net loss per common share $(0.85)$(0.83)
Basic and diluted net loss per common share from discontinued operations(0.06)(0.06)
Basic and diluted net loss per common share from continuing operations$(0.79)$(0.77)
Basic and diluted adjusted net loss per common share from continuing operations (non-GAAP) $(0.78)$(0.77)
Weighted average shares used in the calculation of basic and diluted net loss and adjusted net loss per common share64,18763,630
Free Cash Flow
We define free cash flow as net cash provided by (used in) operating activities from continuing operations, less capital expenditures. The Company considers free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases of fixed assets, which can then be used to, among other things, invest in the Company’s business, make strategic acquisitions, strengthen the balance sheet and repurchase stock or retire debt. Free cash flow is a liquidity measure that is frequently used by the investment community in the evaluation of similarly situated companies. Since free cash flow is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for analysis of, the Company's results as reported under GAAP. A limitation of the utility of free cash flow as a measure of financial performance is that it does not represent the total increase or decrease in the Company's cash balance for the period.
The following table reconciles net cash used in operating activities from continuing operations, a GAAP measure, to free cash flow, a non-GAAP measure:
Three Months Ended
September 27,
2026
September 28,
2025
(in thousands)
Net cash used in operating activities from continuing operations$(126,084)$(130,939)
Capital expenditures(3,716)(5,596)
Free cash flow$(129,800)$(136,535)
24

Table of Contents
Segment contribution margin:
The following table presents the net revenues, gross profit, and segment contribution margin from each of the Company’s business segments. We define Segment Contribution Margin as segment revenues less cost of sales, credit card fees, and direct advertising costs directly attributable to the respective segments. Segment Contribution Margin is the measure of segment profit or loss regularly reviewed by the Company's Chief Operating Decision Maker to evaluate segment performance and allocate resources and is reported in accordance with ASC 280, Segment Reporting. The Company believes Segment Contribution Margin provides useful information to investors in evaluating the performance of its reportable segments. Segment Contribution Margin excludes certain expenses that are managed centrally and are not allocated to the Company's reportable segments. Accordingly, Segment Contribution Margin should be considered in conjunction with the Company's consolidated results reported in accordance with GAAP.
See Note 13- Business segments for additional information.
E-Commerce Wholesale and OtherBloomNet
Net Revenues
Net revenues - Q1 2027$128,449 $20,542 $22,302 
Net revenues - Q1 2026 $146,538 $22,993 $23,125 
% change - FY27 net revenues vs. FY26 net revenues(12.3)%(10.7)%(3.6)%
Gross Profit
Gross profit - Q1 2027$40,992 $6,569 $11,015 
Gross profit - Q1 2026$51,269 $5,776 $11,030 
Gross profit % - Q1 202731.9 %32.0 %49.4 %
Gross profit % - Q1 202635.0 %25.1 %47.7 %
% change - FY27 gross profit vs. FY26 gross profit(20.0)%13.7 %(0.1)%
Segment Contribution Margin
Contribution margin - Q1 2027$16,180 $6,155 $10,630 
Contribution margin - Q1 2026$23,728 $5,288 $10,661 


25

Table of Contents
Results of Operations
Net revenues
Three Months Ended
September 27,
2026
September 28,
2025
%
Change
(dollars in thousands)
Net revenues by channel:
E-commerce$128,449 $146,538 -12.3 %
Other42,902 46,186 -7.1 %
Total net revenues$171,351 $192,724 -11.1 %
Net revenues consist primarily of the selling price of the merchandise, service and outbound shipping charges, less discounts, returns and credits.
Net revenues decreased 11.1% during the three months ended September 27, 2026 primarily due to continued weakness in the Company’s e-commerce channel, particularly across websites other than 1800flowers.com and harryanddavid.com, as well as a shift in the timing of wholesale orders from the first quarter of the prior year to the second quarter in the current year.
Three Months Ended
E-CommerceWholesale and OtherBloomNetCorporate Consolidated
September 27, 2026September 28, 2025% ChangeSeptember 27, 2026September 28, 2025% ChangeSeptember 27, 2026September 28, 2025% ChangeSeptember 27, 2026September 28, 2025September 27, 2026September 28, 2025% Change
(dollars in thousands)
Net revenues
E-commerce$128,449 $146,538 -12.3 %$- $- - $- $- - $- $- $128,449 $146,538 -12.3 %
Other- - - 20,542 22,993 -10.7 %22,302 23,125 -3.6 %58 68 42,902 46,186 -7.1 %
Total net revenues$128,449 $146,538 -12.3 %$20,542 $22,993 -10.7 %$22,302 $23,125 -3.6 %$58 $68 $171,351 $192,724 -11.1 %
Other revenues detail
Retail and other- - - 2,960 3,264 -9.3 %- - - - - 2,960 3,264 -9.3 %
Wholesale- - - 17,582 19,729 -10.9 %9,889 10,976 -9.9 %- - 27,471 30,705 -10.5 %
BloomNet services- - - - - - 12,413 12,149 2.2 %- - 12,413 12,149 2.2 %
Corporate- - - - - - - - - 58 68 58 68 -14.7 %
Total other revenues$- $- - %$20,542 $22,993 -10.7 %$22,302 $23,125 -3.6 %$58 $68 $42,902 $46,186 -7.1 %
Revenue by sales channel:
E-commerce revenues (combined online and telephonic) decreased 12.3% during the three months ended September 27, 2026, compared to the same period of the prior year, primarily due to continued weakness across websites other than 1800flowers.com and harryanddavid.com.
During the three months ended September 27, 2026, the Company fulfilled approximately 1.5 million orders through its e-commerce sales channel (online and telephonic sales), a decrease of 14.1%, compared to the same period of the prior year.
26

Table of Contents
Other revenues are comprised of the Company’s Wholesale and Other and BloomNet® segments.

Other revenues during the three months ended September 27, 2026 decreased 7.1% compared to the same period of the prior year, primarily due to a shift in the timing of wholesale orders from the first quarter of the prior year to the second quarter in the current year.

Revenue by segment:
E-Commerce Segment – this segment consists primarily of the Company's direct-to-consumer gifting business operating through digital platforms, including Company-owned websites, third-party marketplaces, and other direct ordering channels.

Net revenues decreased 12.3% during the three months ended September 27, 2026 compared to the same period of the prior year, primarily due to continued weakness across websites other than 1800flowers.com and harryanddavid.com.
During the three months ended September 27, 2026, E-Commerce orders decreased 14.1% compared to the same period of the prior year. In addition, during the three months ended September 27, 2026, the average order value increased 2.0% compared to the same period of the prior year.

Wholesale and Other Segment - this segment consists primarily of wholesale distribution of gifting products to commercial customers for resale, as well as Company-operated retail stores and franchise operations.

Net revenues within this segment decreased 10.7% during the three months ended September 27, 2026, compared to the same period of the prior year, primarily due to a shift in the timing of wholesale orders from the first quarter of the prior year to the second quarter in the current year.

BloomNet® Segment - revenues in this segment are derived from membership fees, as well as other product and service offerings.
Net revenues decreased 3.6% during the three months ended September 27, 2026, compared to the same period of the prior year. The revenue decrease was primarily due to lower membership and wholesale revenues primarily from lower network order volumes and lower directory revenue.

Gross profit
Three Months Ended
September 27,
2026
September 28,
2025
%
Change
(dollars in thousands)
Gross profit$58,500 $68,104 -14.1 %
Gross profit %34.1 %35.3 %
Gross profit consists of net revenues less cost of revenues, which is comprised primarily of florist fulfillment costs (fees paid directly to florists), the cost of floral and non-floral merchandise sold from inventory or through third parties, and associated costs, including inbound and outbound shipping charges. Additionally, cost of revenues includes labor and facility costs related to direct-to-consumer and wholesale production operations, as well as payments made to sending florists related to order volume referred through the Company’s BloomNet network.
Gross profit decreased 14.1% and gross profit percentage decreased 120 basis points during the three months ended September 27, 2026 compared to the same period of the prior year, primarily due to lower sales volume, higher fuel surcharges, and promotional strategy testing, partially offset by savings from the Company's cost-efficiency initiatives.
E-Commerce Segment - Gross profit decreased by 20.0% during the three months ended September 27, 2026, compared to the same period of the prior year, due to the impact of the lower revenues noted above, as well as an unfavorable gross profit percentage during the three months ended September 27, 2026 compared to the same period of the prior year primarily attributable to deleveraging on the sales decline, increased fuel surcharges, and promotional strategy testing.
27

Table of Contents

Wholesale and Other Segment- Gross profit increased by 13.7% during the three months ended September 27, 2026 compared to the same period of the prior year, primarily driven by timing of orders and customer mix.

BloomNet® Segment - Gross profit decreased by 0.1% during the three months ended September 27, 2026 compared to the same period of the prior year.

Marketing and sales expense
Three Months Ended
September 27,
2026
September 28,
2025
%
Change
(dollars in thousands)
Marketing and sales$50,889 $61,294 -17.0 %
Percentage of net revenues29.7 %31.8 %
Marketing and sales expense consists primarily of advertising and promotional expenditures, catalog costs, online portal and search costs, retail store and fulfillment operations (other than costs included in cost of revenues), and customer service center expenses, as well as the operating expenses of the Company’s departments engaged in marketing, selling and merchandising activities.
Marketing and sales expenses decreased 17.0% during the three months ended September 27, 2026, compared to the same period of the prior year, and also decreased as a percentage of revenues, primarily due to reduced labor costs related to the Company's cost-saving initiatives.

Technology and development expense
Three Months Ended
September 27,
2026
September 28,
2025
%
Change
(dollars in thousands)
Technology and development$15,151 $13,797 9.8 %
Percentage of net revenues8.8 %7.2 %
Technology and development expense consists primarily of payroll and operating expenses of the Company’s information technology group, costs associated with its websites, including hosting, design, content development, and maintenance and support costs related to the Company’s order entry, customer service, fulfillment, and database systems.
Technology and development expense increased by 9.8% during the three months ended September 27, 2026 compared to the same period of the prior year primarily due to higher labor costs.
General and administrative expense
Three Months Ended
September 27,
2026
September 28,
2025
%
Change
(dollars in thousands)
General and administrative$28,477 $29,327 -2.9 %
Percentage of net revenues16.6 %15.2 %
28

Table of Contents
General and administrative expense consists of payroll and other expenses in support of the Company’s executive, finance and accounting, legal, human resources and other administrative functions, as well as professional fees and other general corporate expenses.
General and administrative expenses decreased 2.9% during the three months ended September 27, 2026, compared to the same period of the prior year, primarily due to lower labor costs, insurance costs, and professional fees, partially offset by changes in the value of the Company's NQDC Plan investments (offset in Other income, net below).
Depreciation and amortization expense
Three Months Ended
September 27,
2026
September 28,
2025
%
Change
(dollars in thousands)
Depreciation and amortization$10,482 $10,841 -3.3 %
Percentage of net revenues6.1 %5.6 %
Depreciation and amortization expenses decreased 3.3% during the three months ended September 27, 2026 due to timing of certain assets becoming fully depreciated.
Interest income
Three Months Ended
September 27,
2026
September 28,
2025
%
Change
(dollars in thousands)
Interest income$(130)$(311)-58.2 %
Interest income consists of income earned on the Company’s available cash balances.
Interest income decreased 58.2% during the three months ended September 27, 2026 due to a decline in interest earned on lower available cash balances.
Interest expense
Three Months Ended
September 27,
2026
September 28,
2025
%
Change
(dollars in thousands)
Interest expense $5,442 $4,192 29.8 %
Interest expense consists primarily of interest expense and amortization of deferred financing costs attributable to the Company’s credit facilities (See Note 9- Long-term debt, net, Item 1 for details).
Interest expense increased 29.8% during the three months ended September 27, 2026 primarily due to debt refinancing costs and an increase in revolver borrowings.
29

Table of Contents
Other income, net
Three Months Ended
September 27,
2026
September 28,
2025
%
Change
(dollars in thousands)
Other income, net$(1,855)$(2,338)-20.7 %
Other income, net consists primarily of investment losses (gains) on the Company’s NQDC Plan investments (for which the offsetting expense or income was recorded in general and administrative expense above).
Income Taxes
The Company recorded an income tax expense of $0.7 million during the three months ended September 27, 2026, compared to $0.3 million during the three months ended September 28, 2025. The Company’s effective tax rate for the three months ended September 27, 2026 was (1.3)% compared to (0.6)% in the same respective period of the prior year. The Company’s effective tax rate for the three months ended September 27, 2026 and September 28, 2025 differed from the U.S. federal statutory rate of 21.0% primarily due to the change in valuation allowance, state income taxes and interest on uncertain tax positions.
Net loss from discontinued operations, net of tax
Three Months Ended
September 27,
2026
September 28,
2025
%
Change
(dollars in thousands)
Net loss from discontinued operations, net of tax$(3,721)$(3,968)-6.2 %
Net loss from discontinued operations, net of tax, represents the results of the Personalization Businesses. Net loss from discontinued operations, net of tax decreased 6.2% during the three months ended September 27, 2026 due to a decrease in income tax expense.

Liquidity and Capital Resources
Liquidity and borrowings
The Company's principal sources of liquidity are cash on hand, cash flows generated from operations, and borrowings available under the Company’s credit agreement (see Note 9 – Long-term debt, net in Item 1 for details). At September 27, 2026, the Company had working capital of negative $63.7 million, including cash and cash equivalents of $9.4 million, compared to working capital of negative $17.8 million at June 28, 2026.
Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s fiscal second quarter, is expected to generate over 40% of the Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Mother’s Day, Valentine’s Day, Easter, and Administrative Professionals Week, revenues also have historically risen during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.
As of September 27, 2026, the Company had $140.0 million outstanding under its revolving credit agreement in order to fund pre-holiday manufacturing and inventory procurement requirements. Working capital borrowings typically peak in November, after which time cash generated from operations during the Christmas holiday season is expected to enable the Company to repay the borrowings.
30

Table of Contents
While we believe that our sources of funding will be sufficient to meet our anticipated operating cash needs for at least the next twelve months, any projections of future cash needs and cash flows are subject to uncertainty. We continually evaluate, and will, from time to time, consider the acquisition of, or investment in, complementary businesses, products, services, capital infrastructure, and technologies, which might affect our liquidity requirements or cause us to require additional financing.
Cash Flows
Net cash used in operating activities from continuing operations of $126.1 million for the three months ended September 27, 2026, was primarily attributable to the net loss during the period combined with changes in working capital, including increases in inventory, trade receivables and prepaid and other, offset in part by an increase in accounts payable and accrued expenses.
Net cash used in investing activities of $3.7 million from continuing operations for the three months ended September 27, 2026, was primarily attributable to capital expenditures related to the Company's technology initiatives.
Net cash provided by financing activities from continuing operations of $131.7 million for the three months ended September 27, 2026, primarily related to net proceeds from the bank borrowings under the Company's working capital line of credit, partially offset by a payment made on the Company's Term Loan and debt issuance costs.
Free Cash Flow
Free cash flow was negative $129.8 million for the three months ended September 27, 2026, compared with free cash flow of negative $136.5 million for the three months ended September 28, 2025. The improvement of $6.7 million was primarily due to changes in working capital and reduced capital expenditures. Refer to "Definitions of non-GAAP Financial Measures" for reconciliation of non-GAAP results to applicable GAAP results.
Stock Repurchase Program
See Item 2 in Part II below for details.
Contractual Obligations
At September 27, 2026, the Company’s contractual obligations from continuing operations consist of:
•Long-term debt obligations - payments due under the Company's credit agreement (see Note 9 – Long-term debt, net in Item 1 for details and payments due by period).
•Operating lease obligations - payments due under the Company’s long-term operating leases (see Note 7 – Leases in Item 1 for details).
•Purchase commitments - consisting primarily of inventory and IT-related equipment purchase orders and license agreements made in the ordinary course of business – see below for the contractual payments due by period.
Payments due by period
(in thousands)
Remaining
Fiscal
2027
Fiscal
2028
Fiscal
2029
Fiscal
2030
Fiscal
2031
ThereafterTotal
Purchase commitments$61,623 $10,772 $4,411 $88 $— $— $76,894 
31

Table of Contents
Critical Accounting Estimates
As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2026, the discussion and analysis of the Company’s financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances, and management evaluates its estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. The Company’s most critical accounting policies relate to goodwill and other intangible assets. There have been no significant changes to the assumptions and estimates related to the Company’s critical accounting policies since June 28, 2026.
Recently Issued Accounting Pronouncements
See Note 1 - Accounting Policies in Item 1 for details regarding the impact of accounting standards that were recently issued on our consolidated financial statements.
Forward-Looking Information and Factors that May Affect Future Results
Our disclosure and analysis in this report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s current expectations or forecasts concerning future events and can generally be identified by the use of statements that include words such as “anticipate,” “estimate,” “expects,” “project,” “intend,” “plan,” “believe,” “foresee,” “forecast,” “likely,” "should," “will,” “goal,” “target,” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to:

•the Company’s ability:
•to achieve revenue and profitability;
•to leverage its operating platform and reduce its operating expense ratio;
•to manage the seasonality of its business;
•to cost-effectively acquire and retain customers and drive purchase frequency;
•to successfully integrate acquired businesses and assets;
•to reduce working capital requirements and capital expenditures;
•to mitigate the impact of supply chain cost and capacity constraints;
•to compete against existing and new competitors;
•to manage expenses associated with sales and marketing and necessary general and administrative and technology investments;
•to address the effects of changes in accounting policies, practices, or assumptions, including changes that could potentially require future impairment charges;
•to successfully execute its strategic priorities; and
•to reduce promotional activities and achieve more efficient marketing programs;
•the outcome of contingencies, including legal proceedings in the normal course of business; and
•general consumer sentiment and economic conditions that may affect, among other things, the levels of discretionary customer purchases of the Company’s products and the costs of shipping, imported products, and labor.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties, and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated, or projected. Investors should bear this in mind as they consider forward-looking statements.

32

Table of Contents
We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Forms 10-Q, 8-K and 10-K reports to the Securities and Exchange Commission. Our Annual Report on Form 10-K for the fiscal year ended June 28, 2026 listed various important factors that could cause actual results to differ materially from expected and historic results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. Readers can find them in Part I, Item 1A, of that filing under the heading “Cautionary Statements Under the Private Securities Litigation Reform Act of 1995”. We incorporate that section of that Form 10-K in this filing and investors should refer to it. In addition, please refer to any additional risk factors in Part II, Item 1A in this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The Company is exposed to market risk from the effect of interest rate changes, which relates primarily to the Company’s investment of available cash balances and its long-term debt. The Company generally invests its cash and cash equivalents in investment grade corporate and U.S. government securities. Borrowings under the Company’s credit facilities bear interest at a variable rate, plus an applicable margin, and therefore expose the Company to market risk for changes in interest rates. The effect of a 50 basis point increase in current interest rates on the Company’s interest expense would have been approximately $0.3 million during the three months ended September 27, 2026.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of September 27, 2026. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have each concluded that the Company’s disclosure controls and procedures were effective as of September 27, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the Company’s evaluation required by Rules 13a-15(d) or 15d-15(d) of the Securities Exchange Act of 1934 during the quarter ended September 27, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.
PART II. – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Litigation
There are various claims, lawsuits, and pending actions against the Company and its subsidiaries incident to the operations of its businesses. It is the opinion of management, after consultation with counsel, that the final resolution of such claims, lawsuits and pending actions will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.
ITEM 1A. RISK FACTORS
There were no material changes to the Company’s risk factors as discussed in Part 1, Item 1A - Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2026.
33

Table of Contents
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company has a stock repurchase plan through which purchases can be made from time to time in the open market and through privately negotiated transactions, subject to general market conditions. The repurchase program is financed utilizing available cash. On April 22, 2021, the Company’s Board of Directors authorized an increase to its stock repurchase plan of up to $40.0 million. In addition, on February 3, 2022, the Company’s Board of Directors authorized an increase to its stock repurchase plan of up to $40.0 million. As of September 27, 2026, $10.1 million remained authorized under the plan.
The following table sets forth, for the months indicated, the Company’s purchase of common stock during the three months ended September 27, 2026:
PeriodTotal
Number of
Shares
Purchased (1)
Average
Price
Paid Per
Share (2)
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
Dollar
Value of
Shares
that May
Yet Be
Purchased
Under the
Plans or
Programs
(in thousands, except shares and average price paid per share)
06/29/26 - 07/26/2615,087$3.77 15,087$10,175 
07/27/26 - 08/23/26-$- -$10,175 
08/24/26 - 09/27/2612,512$3.06 12,512$10,137 
Total27,599$3.45 27,599
(1)Includes shares acquired under the Company's stock repurchase program to satisfy employee tax withholding obligations upon the vesting of restricted stock awards.
(2)Average price per share excludes commissions and other transaction fees.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Plans
During the three months ended September 27, 2026, none of the directors or executive officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-rule 10b5-1 trading arrangement", as defined in Item 408 of Regulation S-K.
34

Table of Contents
ITEM 6. EXHIBITS
2.1
Asset Purchase Agreement dated as of September 26, 2026, by and among PlanetArt, LLC, 1-800-Flowers.com, Inc., 800-Flowers, Inc., PersonalizationMall.com, LLC, Personalization Universe, LLC, and TR Acquisition, LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on September 29, 2026).
2.2
Amendment to Asset Purchase Agreement dated as of October 16, 2026, by and among PlanetArt, LLC, 1-800-Flowers.com, Inc., 800-Flowers, Inc., PersonalizationMall.com, LLC, Personalization Universe, LLC, and TR Acquisition, LLC* †
10.1
Description of Executive Severance Plan, adopted effective October 17, 2025 and amended as of October 20, 2026. *^
10.2
Description of Capital Raise Incentive Program, effective as of December 10, 2026.*^
31.1
Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2
Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Document
101.PREInline XBRL Taxonomy Definition Presentation Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.
† This filing excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the SEC upon its request.
^ Management contracts or compensatory plans or arrangements.
35

Table of Contents
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.
1-800-FLOWERS.COM, Inc.
(Registrant)
Date: November 6, 2026
By: /s/ Adolfo Villagomez
Adolfo Villagomez
Chief Executive Officer
(Principal Executive Officer)
Date: November 6, 2026
/s/ James M. Langrock
James M. Langrock
Senior Vice President, Treasurer and
Chief Financial Officer (Principal
Financial Officer)
36

Keep reading