1 800 FLOWERS COM INC0001084869False00010848692026-10-192026-10-19
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
October 19, 2026
(Date of earliest event reported)
1-800-FLOWERS.COM, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 0-26841 | 11-3117311 |
| (State of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
Two Jericho Plaza, Suite 200
Jericho, New York 11753
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock | FLWS | The Nasdaq Stock Market |
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 2.01 Completion of Disposition of Assets.
On October 19, 2026 (the "Closing Date"), 1-800-Flowers.com, Inc., a Delaware corporation (the “Company”), and certain of its wholly-owned subsidiaries (collectively with the Company, “Sellers”), completed the previously announced sale of Sellers' Personalization Mall, Things Remembered, and Personalization Universe businesses (collectively, the "Personalization Businesses"), pursuant to the Asset Purchase Agreement, dated September 26, 2026, by and among PlanetArt, LLC, a Delaware limited liability company (the “Purchaser”) and Sellers (the “Purchase Agreement”). On the Closing Date, the Sellers received cash consideration from Purchaser for the Personalization Businesses of $45.0 million, as adjusted for working capital and other negotiated purchase price adjustments specified in the Purchase Agreement.
The foregoing description of the Purchase Agreement and the sale of the Personalization Businesses does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated September 26, 2026, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
Attached hereto as Exhibit 99.1 are the following unaudited pro forma condensed consolidated financial statements: unaudited pro forma consolidated balance sheet as of June 28, 2026 and unaudited pro forma consolidated statements of operations for the fiscal years ended June 28, 2026, June 29, 2025 and June 30, 2024, all of which reflect the sale of the Personalization Businesses.
(d) Exhibits
The following exhibits are filed 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 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, dated September 26, 2026).
99.1 Unaudited Pro Forma Consolidated Financial Statements of 1-800-Flowers.com, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
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| 1-800-FLOWERS.COM, INC. | |
| | | |
| | | |
| By: | /s/ James Langrock | |
| | James Langrock | |
| | Senior Vice President, Treasurer and Chief Financial Officer | |
Date: October 23, 2026
Exhibit 99.1
1-800-FLOWERS.COM, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
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 base purchase price was $45.0 million in cash, subject to certain working capital and other adjustments. The Sellers and Purchaser consummated the transactions contemplated by the Purchase Agreement on October 19, 2026 (such transactions, the “Sale”).
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 unaudited pro forma consolidated financial statements and accompanying notes reflect the prepayment of outstanding borrowings under its term loan that the Company will make with a portion of the net proceeds of the Sale. 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. Accordingly, the operations of the Personalization Businesses will be reported as discontinued operations.
The unaudited pro forma Consolidated Balance Sheet at June 28, 2026 is presented as if the Sale and related prepayment of long-term debt had occurred on June 28, 2026. The unaudited pro forma Consolidated Statements of Operations for the fiscal years ended June 28, 2026, June 29, 2025 and June 30, 2024 are presented as if the Sale and related prepayment of debt had occurred on July 2, 2023.
The unaudited pro forma consolidated financial statements are based on its historical financial statements and information derived from its accounting records regarding the Personalization Businesses for the periods presented. The unaudited pro forma consolidated financial information set forth below reflects pro forma adjustments that are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma consolidated financial statements do not purport to represent its results of operations or financial position that would have resulted had the Sale and related prepayment of debt to which pro forma effect is given been consummated as of the dates indicated. The unaudited pro forma consolidated financial statements set forth below are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial condition that would have been achieved had the Sale and the related prepayment of debt been completed as of the dates indicated or of the results that may be obtained in the future.
The accompanying unaudited pro forma consolidated financial information and related explanatory notes should be read in conjunction with the Company's historical consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended June 28, 2026, filed with the Securities and Exchange Commission on September 11, 2026.
1-800-FLOWERS.COM, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 28, 2026
(In thousands, except share data)
| | | | | | | | | | | | | | | | | | | | |
| | As Reported (1) | | Pro Forma Adjustments (2) | | Pro Forma |
| Assets | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 11,366 | | | $ | 19,951 | | (3) | | $ | 31,317 | |
| Trade receivables, net | | 21,572 | | | (1,311) | | | 20,261 | |
| Inventories | | 152,783 | | | (17,794) | | | 134,989 | |
| Prepaid and other | | 25,719 | | | 87 | | (4) | | 25,806 | |
| Total current assets | | 211,440 | | | 933 | | | 212,373 | |
| | | | | | |
| Property, plant and equipment, net | | 194,216 | | | (16,356) | | | 177,860 | |
| Operating lease right-of-use assets | | 103,035 | | | (12,416) | | | 90,619 | |
| Goodwill | | 3,071 | | | - | | | 3,071 | |
| Trademarks with indefinite lives | | 76,073 | | | (10,600) | | | 65,473 | |
| Other intangibles, net | | 1,304 | | | - | | | 1,304 | |
| Other assets | | 47,853 | | | 2,172 | | (4) | | 50,025 | |
| Total assets | | $ | 636,992 | | | $ | (36,267) | | | $ | 600,725 | |
| | | | | | |
| Liabilities and Stockholders' Equity | | | | | | |
| Current liabilities: | | | | | | |
| Accounts payable | | $ | 68,963 | | | $ | (1,243) | | | $ | 67,720 | |
| Accrued expenses | | 118,961 | | | (2,423) | | | 116,538 | |
| Current maturities of long-term debt | | 24,000 | | | - | | | 24,000 | |
| Current portion of long-term operating lease liabilities | | 17,291 | | | (2,204) | | | 15,087 | |
| Total current liabilities | | 229,215 | | | (5,870) | | | 223,345 | |
| | | | | | |
| Long-term debt, net | | 112,176 | | | (21,210) | | (5) | | 90,966 | |
| Long-term operating lease liabilities | | 95,468 | | | (11,040) | | | 84,428 | |
| Deferred tax liabilities, net | | 5,986 | | | (15) | | (6) | | 5,971 | |
| Other liabilities | | 50,496 | | | - | | | 50,496 | |
| Total liabilities | | 493,341 | | | (38,135) | | | 455,206 | |
| | | | | | |
| 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, 60,311,976 shares issued in 2026 | | 602 | | | - | | | 602 | |
| Class B common stock, $0.01 par value, 200,000,000 shares authorized, 32,348,221 shares issued in 2026 | | 323 | | | - | | | 323 | |
| Additional paid-in capital | | 422,528 | | | - | | | 422,528 | |
| Accumulated (deficit) retained earnings | | (69,780) | | | 1,868 | | (7) | | (67,912) | |
| Accumulated other comprehensive loss | | (98) | | | - | | | (98) | |
| Treasury stock, at cost, 23,209,569 Class A shares in 2026 and 5,280,000 Class B shares in 2026 | | (209,924) | | | - | | | (209,924) | |
| Total stockholders’ equity | | 143,651 | | | 1,868 | | | 145,519 | |
| Total liabilities and stockholders’ equity | | $ | 636,992 | | | $ | (36,267) | | | $ | 600,725 | |
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1-800-FLOWERS.COM, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FISCAL YEAR ENDED JUNE 28, 2026
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | |
| | As Reported (8) | | Pro Forma Adjustments (9) | | Pro Forma |
| | | | | | |
| Net revenues | | $ | 1,503,511 | | | $ | (145,821) | | | $ | 1,357,690 | |
| Cost of revenues (excludes depreciation and amortization) | | 932,176 | | | (83,117) | | | 849,059 | |
| Gross profit | | 571,335 | | | (62,704) | | | 508,631 | |
| Operating expenses: | | | | | | |
| Marketing and sales | | 402,821 | | | (48,758) | | | 354,063 | |
| Technology and development | | 57,857 | | | (1,283) | | | 56,574 | |
| General and administrative | | 139,003 | | | (6,522) | | | 132,481 | |
| Depreciation and amortization | | 53,617 | | | (8,232) | | | 45,385 | |
| Goodwill impairment | | 34,554 | | | (6,911) | | (10) | | 27,643 | |
| Intangible impairment | | 10,600 | | | (10,600) | | | — | |
| Total operating expenses | | 698,452 | | | (82,306) | | | 616,146 | |
| Operating loss | | (127,117) | | | 19,602 | | | (107,515) | |
| Interest income | | (1,857) | | | — | | | (1,857) | |
| Interest expense | | 16,959 | | | (1,757) | | (11) | | 15,202 | |
| Other income, net | | (7,450) | | | 54 | | | (7,396) | |
| Loss before income taxes | | (134,769) | | | 21,305 | | | (113,464) | |
| Income tax (benefit) expense | | (4) | | | — | | (12) | | (4) | |
| Net loss | | (134,765) | | | 21,305 | | | (113,460) | |
| Other comprehensive income (loss) - currency translation | | 42 | | | — | | | 42 | |
| Comprehensive loss | | $ | (134,723) | | | $ | 21,305 | | | $ | (113,418) | |
| | | | | | |
| Basic net loss per common share | | $ | (2.11) | | | | | $ | (1.78) | |
| | | | | | |
| Diluted net loss per common share | | $ | (2.11) | | | | | $ | (1.78) | |
| | | | | | |
| Weighted average shares used in the calculation of net loss per common share: | | | | | | |
| Basic | | 63,912 | | | | 63,912 |
| Diluted | | 63,912 | | | | 63,912 |
1-800-FLOWERS.COM, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FISCAL YEAR ENDED JUNE 29, 2025
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | |
| | As Reported (8) | | Pro Forma Adjustments (9) | | Pro Forma |
| | | | | | |
| Net revenues | | $ | 1,685,658 | | | $ | (193,596) | | | $ | 1,492,062 | |
| Cost of revenues (excludes depreciation and amortization) | | 1,033,386 | | | (108,571) | | | 924,815 | |
| Gross profit | | 652,272 | | | (85,025) | | | 567,247 | |
| Operating expenses: | | | | | | |
| Marketing and sales | | 480,439 | | | (72,028) | | | 408,411 | |
| Technology and development | | 62,279 | | | (1,152) | | | 61,127 | |
| General and administrative | | 116,926 | | | (6,308) | | | 110,618 | |
| Depreciation and amortization | | 53,618 | | | (8,226) | | | 45,392 | |
| Goodwill impairment | | 119,023 | | | (23,805) | | (10) | | 95,218 | |
| Intangible impairment | | 24,800 | | | (24,800) | | | — | |
| Total operating expenses | | 857,085 | | | (136,319) | | | 720,766 | |
| Operating loss | | (204,813) | | | 51,294 | | | (153,519) | |
| Interest income | | (3,380) | | | 19 | | | (3,361) | |
| Interest expense | | 15,438 | | | (1,606) | | (11) | | 13,832 | |
| Other income, net | | (3,514) | | | 90 | | | (3,424) | |
| Loss before income taxes | | (213,357) | | | 52,791 | | | (160,566) | |
| Income tax (benefit) expense | | (13,364) | | | — | | (12) | | (13,364) | |
| Net loss | | (199,993) | | | 52,791 | | | (147,202) | |
| Other comprehensive income (loss) - currency translation | | (13) | | | — | | | (13) | |
| Comprehensive loss | | $ | (200,006) | | | $ | 52,791 | | | $ | (147,215) | |
| | | | | | |
| Basic net loss per common share | | $ | (3.13) | | | | | $ | (2.31) | |
| | | | | | |
| Diluted net loss per common share | | $ | (3.13) | | | | | $ | (2.31) | |
| | | | | | |
| Weighted average shares used in the calculation of net loss per common share: | | | | | | |
| Basic | | 63,807 | | | | 63,807 |
| Diluted | | 63,807 | | | | 63,807 |
1-800-FLOWERS.COM, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FISCAL YEAR ENDED JUNE 30, 2024
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| | As Reported (8) | | Pro Forma Adjustments (9) | | Pro Forma | |
| | | | | | | |
| Net revenues | | $ | 1,831,421 | | | $ | (215,353) | | | $ | 1,616,068 | | |
| Cost of revenues (excludes depreciation and amortization) | | 1,096,668 | | | (115,222) | | | 981,446 | | |
| Gross profit | | 734,753 | | | (100,131) | | | 634,622 | | |
| Operating expenses: | | | | | | | |
| Marketing and sales | | 485,016 | | | (76,216) | | | 408,800 | | |
| Technology and development | | 60,235 | | | (2,154) | | | 58,081 | | |
| General and administrative | | 118,060 | | | (6,460) | | | 111,600 | | |
| Depreciation and amortization | | 53,752 | | | (10,386) | | | 43,366 | | |
| Intangible impairment | | 19,762 | | | (19,762) | | | - | | |
| Total operating expenses | | 736,825 | | | (114,978) | | | 621,847 | | |
| Operating income (loss) | | (2,072) | | | 14,847 | | | 12,775 | | |
| Interest income | | (6,680) | | | — | | | (6,680) | | |
| Interest expense | | 17,303 | | | (1,785) | | (11) | | 15,518 | | |
| Other income, net | | (6,793) | | | 145 | | | (6,648) | | |
| Income (loss) before income taxes | | (5,902) | | | 16,487 | | | 10,585 | | |
| Income tax (benefit) expense | | 203 | | | 4,122 | | (12) | | 4,325 | | |
| Net income (loss) | | (6,105) | | | 12,365 | | | 6,260 | | |
| Other comprehensive income (loss) - currency translation | | 43 | | | — | | | 43 | | |
| Comprehensive income (loss) | | $ | (6,062) | | | $ | 12,365 | | | $ | 6,303 | | |
| | | | | | | |
| Basic net income (loss) per common share | | $ | (0.09) | | | | | $ | 0.10 | | |
| | | | | | | |
| Diluted net income (loss) per common share | | $ | (0.09) | | | | | $ | 0.10 | | |
| | | | | | | |
| Weighted average shares used in the calculation of net income (loss) per common share: | | | | | | | |
| Basic | | 64,586 | | | | 64,586 | |
| Diluted | | 64,586 | | | | 64,950 | (13) | |
Notes to Unaudited Pro Forma Consolidated Balance Sheet
(1) Represents the Company’s historical Consolidated Balance Sheet as of June 28, 2026.
(2) Unless otherwise noted represents the historical results directly attributable to the Personalization Businesses.
(3) The $20.0 million increase in cash and cash equivalents represents the net cash proceeds from the sale, after giving effect to the term loan repayment described in footnote (5). See detail breakdown of $20.0 million increase in cash below (in thousands).
| | | | | | | | | | | | | | |
| | | | |
| Gross purchase price | | $ | 45,000 | |
| Escrow holdbacks | (2,750) | |
| Estimated working capital adjustment | (349) | |
| Estimated transaction costs | (300) | |
| Term loan repayment | (21,650) | |
| Net cash retained after term loan repayment | $ | 19,951 | |
| | | | |
(4) Prepaid expenses and other current assets and Other assets include $0.5 million and $2.3 million, respectively, of cash held in escrow in connection with the sale, which is expected to be released to the Company in future periods.
(5) Reduction in long-term debt, includes $21.6 million prepayment of a portion of its term loan with the net proceeds from the sale, as well as the related write off of debt financing costs of $0.4 million.
(6) This adjustment represents the estimated deferred tax liability associated with the Personalization Businesses.
(7) Includes an adjustment for deferred tax liabilities associated with the Personalization Businesses noted in Footnote (6), estimated book gain based on June 28, 2026 balances of $2.3 million and write off of debt financing costs of $0.4 million.
Notes to Unaudited Pro Forma Consolidated Statements of Operations and Comprehensive Loss
(8) Represents its historical Consolidated Statement of Operations as of June 28, 2026, June 29, 2025, and June 30, 2024, respectively.
(9) Unless otherwise noted represents the historical results directly attributable to the Personalization Businesses.
(10) The adjustment reflects the allocation of a portion of the historical goodwill impairment charges recognized by the Company in fiscal 2025 and fiscal 2026 related to the Personalization Businesses. As the Personalization Businesses were previously included within the Consumer Floral and Gifts reporting unit, the Company estimated the portion of the historical impairment charges attributable to the Personalization Businesses using a relative fair value methodology. Based on an analysis of the relative fair values of the Personalization Businesses and the retained businesses, approximately 20% of the historical goodwill impairment charges were allocated to the Personalization Businesses.
(11) Adjustment to its historical interest expense to reflect its partial prepayment of its term loan, in accordance with the terms of the Company’s credit facility, offset by an adjustment to eliminate amortization of debt financing costs written off in connection with the prepayment.
(12) This adjustment reflects the estimated income tax effects associated with the pro forma adjustments giving effect to the Sale. The fiscal 2024 tax effects were calculated using the statutory tax rates applicable to the jurisdictions in which the related adjustments were incurred. Due to the full valuation allowance maintained by the Company for fiscal 2025 and fiscal 2026, the tax effects were recorded net of the valuation allowance to a 0% tax rate. The pro forma income tax adjustment does not necessarily equal the historical income tax expense attributable to the divested business because the Company's income tax provision is determined based on its consolidated taxable income, applicable jurisdictional tax rates and relevant tax attributes.
(13) As the pro forma income statement is now in a net income position, diluted weighted-average shares outstanding have been adjusted to include the dilutive effect of potentially issuable common shares previously excluded due to the historical net loss.
