1-800-Flowers Agrees to $45M Asset Sale to PlanetArt
FLWS expects to update fiscal 2027 guidance with its first-quarter earnings release after evaluating the transaction and planned reinvestment of part of the proceeds.
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Form Type
8-K
Rhea-AI Filing Summary
1-800-Flowers.com (FLWS) agreed to sell certain assets related to its Personalization Mall, Things Remembered and Personalization Universe businesses to PlanetArt for $45.0 million in cash, subject to working capital and other adjustments. PlanetArt also agreed to assume certain related liabilities.
Closing is subject to customary conditions, including specified third-party consents, accuracy of representations and warranties, compliance with contractual obligations, and the absence of a Business Material Adverse Effect since signing. The agreement contemplates an arrangement for continued sales of certain products to the company’s customers and reciprocal, limited-time transition services after closing. The transaction is targeted to close within the coming weeks, subject to those conditions.
Filing Explained
The agreed sale is not reflected in fiscal 2027 guidance; the company is evaluating the transaction’s impact and planned reinvestment of part of the proceeds, and expects to update guidance alongside fiscal 2027 first-quarter results.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Aggregate consideration: $45.0 million in cash
1 metrics
Aggregate consideration
$45.0 million in cash
Payable by PlanetArt for the Personalization Businesses, subject to working capital and other adjustments
Key Terms
Asset Purchase Agreement, working capital, transition services agreement, Business Material Adverse Effect
4 terms
Asset Purchase Agreement financial
"entered into an Asset Purchase Agreement"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
working capital financial
"subject to certain working capital and other adjustments"
Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
transition services agreement technical
"a transition services agreement whereby Sellers and Purchaser"
A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.
Business Material Adverse Effect regulatory
"absence of a Business Material Adverse Effect since the date"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is PlanetArt paying for FLWS's Personalization Businesses?
PlanetArt agreed to pay $45.0 million in cash for certain assets related to the Personalization Mall, Things Remembered and Personalization Universe businesses, subject to working capital and other adjustments. PlanetArt also agreed to assume certain related liabilities.
When is the FLWS sale to PlanetArt expected to close?
The transaction is targeted to close within the coming weeks, subject to customary closing conditions.
Did FLWS's fiscal 2027 guidance include the sale?
The fiscal 2027 guidance provided on September 10, 2026, did not incorporate the transaction's impact. The company is evaluating the effect of the transaction and planned reinvestment of a portion of the proceeds, and expects to provide an update with its fiscal 2027 first-quarter earnings release.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Date of earliest event reported)
1-800-FLOWERS.COM, INC.
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(516 ) 237-6000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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
Item 1.01. Entry into a Material Definitive Agreement.
On September 26, 2026, 1-800-Flowers.com, Inc., a Delaware corporation (the “Company”), and certain of its wholly-owned subsidiaries (collectively with the Company, “Sellers”), and PlanetArt, LLC, a Delaware limited liability company (“Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which (i) Sellers agreed to sell to Purchaser, and Purchaser agreed to purchase from Sellers, certain assets, and (ii) Purchaser agreed to assume certain liabilities, in each case, related to Sellers' Personalization Mall, Things Remembered, and Personalization Universe businesses (collectively, the "Personalization Businesses"). The aggregate consideration payable by Purchaser for the Personalization Businesses is $45.0 million in cash (subject to certain working capital and other adjustments). Capitalized terms used but not defined herein have the meanings assigned to them in the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties, and covenants of Purchaser and Sellers, including provisions requiring Sellers to indemnify Purchaser for certain specified matters. The closing of the transaction is subject to customary closing conditions, including (i) the absence of a Business Material Adverse Effect since the date of the Purchase Agreement, (ii) the accuracy of the representations and warranties and compliance by the parties with their respective obligations under the Purchase Agreement, subject to specified materiality standards, and (iii) the receipt of specified third party consents. The Purchase Agreement contemplates a commercial agreement with respect to the ongoing sale of certain products of the Personalization Businesses to customers of Sellers following the closing of the transaction , and a transition services agreement whereby Sellers and Purchaser would each provide certain post-closing services to each other for a limited time period. The Purchase Agreement also includes certain customary termination rights for Purchaser and Sellers.
The Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing summary has been included to provide investors and security holders with information regarding its terms, does not purport to be complete, is subject to, and is qualified in its entirety by, the full text, terms and conditions of the Purchase Agreement. It is not intended to provide any other factual information about Sellers or Purchaser, or to modify or supplement any factual disclosures about the Company in its public reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Purchase Agreement includes representations, warranties and covenants of Sellers and Purchaser made solely for purposes of the Purchase Agreement and which may be subject to important qualifications and limitations agreed to by Purchaser and Sellers in connection with the negotiated terms of the transaction and the Purchase Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings, or may have been used for purposes of allocating risk among Purchaser and Sellers rather than establishing matters as facts.
Item 7.01 Regulation FD Disclosure.
On September 29, 2026, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
The information provided in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Special Note Regarding Forward-Looking Statements:
These forward-looking statements represent the Company’s current expectations or forecasts concerning future events; they do not relate strictly to historical or current facts. Such statements can generally be identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “foresee,” “forecast,” “likely,” “should,” “will,” “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, which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to, statements relating to future actions; the Company’s ability to complete its planned divestiture of the Personalization Businesses, including the timing of any transaction; the Company’s ability to leverage its operating platform and reduce its operating expense ratio; its ability to successfully integrate acquired businesses and assets; its ability to successfully execute its strategic priorities; its ability to cost effectively acquire and retain customers and drive purchase frequency; the outcome of contingencies, including legal proceedings in the normal course of business; its ability to compete against existing and new competitors; its ability to manage expenses associated with sales and marketing and necessary general and administrative and technology
investments; its ability to reduce promotional activities and achieve more efficient marketing programs; and general consumer sentiment and industry and economic conditions that may affect levels of discretionary customer purchases of the Company’s products. The Company cannot guarantee that any forward-looking statement will be realized. Achievement of future results is subject to risk, uncertainties and potentially inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. The Company undertakes no obligation to publicly update any of the forward-looking statements, whether because of new information, future events or otherwise, made in this release or in any of its SEC filings. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. For a more detailed description of these and other risk factors, refer to the Company’s SEC filings, including the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed or furnished, as required, with this Form 8-K:
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.*
99.1 Press Release dated September 29, 2026.
* 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.
SIGNATURE
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 hereunto duly authorized.
| 1-800-FLOWERS.COM, INC. | |||||||||||
| By: | /s/ James Langrock | ||||||||||
| James Langrock | |||||||||||
| Senior Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: September 29, 2026
Exhibit 99.1
Investor Contact: | Media Contact: | ||||||||||
Andy Milevoj | press@1800flowers.com | ||||||||||
investors@1800flowers.com | |||||||||||
1-800-FLOWERS.COM, Inc. Enters into Definitive Agreement to Sell PersonalizationMall.com® and Things Remembered® to PlanetArt®
Transaction Sharpens Portfolio Focus, Strengthens Financial Position and Provides Additional Capacity to Invest in the Company’s Primary Brands and Strategic Growth Initiatives
Jericho, NY, September 29, 2026 – 1-800-FLOWERS.COM, Inc. (NASDAQ: FLWS) (the “Company”), a leading provider of thoughtful expressions designed to help inspire customers to give more, connect more, and build more and better relationships, today announced that it has entered into a definitive agreement to sell PersonalizationMall.com and Things Remembered to PlanetArt, LLC, a leading global technology platform for personalized, make on demand e-commerce products, for approximately $45 million in cash, subject to customary closing conditions.
The transaction represents another step in 1-800-FLOWERS.COM, Inc.’s ongoing efforts to simplify its business, increase its focus on its primary brands, and allocate resources toward the opportunities it believes offer the greatest potential to drive sustainable, profitable growth and long-term shareholder value.
“The sale of PersonalizationMall.com enables us to further sharpen our portfolio focus, strengthen our financial position and create additional capacity to invest in the strategic initiatives we believe offer the greatest opportunity to drive improved performance and long-term growth,” said Adolfo Villagomez, Chief Executive Officer of 1-800-FLOWERS.COM, Inc. “As we continue to simplify our business, we are taking a disciplined approach to where ownership creates strategic value and where partnerships can provide a more efficient way to serve our customers. This transaction reflects that approach and provides us with greater financial flexibility as we continue executing our transformation and positioning the Company for sustainable, profitable growth. We believe PlanetArt is a strong strategic fit for PersonalizationMall.com and Things Remembered and is well positioned to support the business’s continued growth and success.”
In connection with the transaction, the Company and PlanetArt expect to enter into a commercial agreement that will enable 1-800-FLOWERS.COM, Inc. to continue offering select PersonlizationMall.com product to its customers.
The transaction is targeted to close within the coming weeks, subject to customary closing conditions.
( 1 )
Fiscal 2027 Outlook
The Company’s fiscal 2027 guidance provided on September 10, 2026, did not incorporate the impact of the transaction announced today. The Company is evaluating the impact of the transaction on its fiscal 2027 financial results, along with the planned reinvestment of a portion of the proceeds in revenue-generating initiatives across its primary brands. The Company expects to provide an update regarding its fiscal 2027 guidance in conjunction with its fiscal 2027 first quarter earnings release.
About 1-800-FLOWERS.COM, Inc.
1-800-FLOWERS.COM, Inc. 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 an all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Card Isle®, Cheryl’s Cookies®, Harry & David®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®, Things Remembered®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery®, Vital Choice®, Simply Chocolate® and Scharffen Berger®. 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, 1-800-FLOWERS.COM, Inc. 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; and DesignPac®, a manufacturer of gift baskets and towers. 1-800-FLOWERS.COM, Inc. was recognized among America’s Most Trustworthy Companies by Newsweek for 2024. 1-800-FLOWERS.COM, Inc. was also recognized as one of America’s Most Admired Workplaces for 2025 by Newsweek and was named to the Fortune 1000 list in 2022. Shares in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ Global Select Market, ticker symbol: FLWS. For more information, visit 1800flowersinc.com.
FLWS-COMP
FLWS-FN
Special Note Regarding Forward Looking Statements:
This press release contains 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; they do not relate strictly to historical or current facts. Such statements can generally be identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “foresee,” “forecast,” “likely,” “should,” “will,” “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, which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to, statements relating to future actions; the Company’s ability to complete its planned divestiture of PersonalizationMall.com and Things Remembered, including the timing of the transaction; the Company’s ability to leverage its operating platform and reduce its operating expense ratio; its ability to successfully integrate acquired businesses and assets; its ability to successfully execute its strategic priorities; its ability to cost effectively acquire and retain customers and drive purchase frequency; the outcome of contingencies, including legal proceedings in the normal course of business; its ability to compete against existing and new competitors; its ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; its ability to reduce promotional activities and achieve more efficient marketing programs; and general consumer sentiment and industry and economic conditions that may affect levels of discretionary customer purchases of the Company’s products. The Company cannot guarantee that any forward-looking statement will be realized.
( 2 )
Achievement of future results is subject to risk, uncertainties and potentially inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. The Company undertakes no obligation to publicly update any of the forward-looking statements, whether because of new information, future events or otherwise, made in this release or in any of its SEC filings. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. For a more detailed description of these and other risk factors, refer to the Company’s SEC filings, including the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.
( 3 )