1-800-Flowers.com (FLWS) CAO uses 15,087 shares to cover tax on vesting

Rhea-AI Filing Summary

1-800-Flowers.com Chief Accounting Officer Priscilla Kasenchak had shares withheld to cover taxes on vested stock awards. On the transaction date, 15,087 shares of Class A Common Stock were delivered back to the company at $3.77 per share for tax-withholding purposes, a deemed disposition exempt under Section 16(b). After this non-market, compensation-related event, she directly owned 119,114 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kasenchak Priscilla

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	15,087	$3.77	$57K

Holdings After Transaction: Class A Common Stock — 119,114 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 15,087 shares Withholding price per share: $3.77 per share Shares held after transaction: 119,114 shares +1 more

4 metrics

Shares withheld for taxes 15,087 shares Tax-withholding disposition of Class A Common Stock

Withholding price per share $3.77 per share Value used for tax-withholding disposition

Shares held after transaction 119,114 shares Direct ownership after tax-withholding event

Tax-withholding transactions 1 transaction Tax-withholding count in this Form 4

Key Terms

Section 16(b), withholding for tax purposes, restricted shares of Common Stock

3 terms

Section 16(b) regulatory

"exempt under Section 16(b) of the Exchange Act consisting of the withholding"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

withholding for tax purposes financial

"consisting of the withholding for tax purposes of shares of Common Stock"

restricted shares of Common Stock financial

"upon vesting of restricted shares of Common Stock"

Restricted shares of common stock are company shares that cannot be sold or transferred until specific conditions are met, such as a set time period, performance targets, or regulatory approvals; they are often granted to founders, employees or early investors. They matter to investors because when the restrictions lift those shares can enter the market and increase the supply, potentially diluting existing holders and changing the stock’s price, similar to a locked faucet being opened and more water joining the flow.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/09/2026 - 08:53 AM Accepted by SEC EDGAR 07/09/2026 - 08:52 AM Learn about SEC filing dates

FAQ

What insider transaction did FLWS Chief Accounting Officer report?

Priscilla Kasenchak reported a disposition of 15,087 FLWS shares. The shares were withheld by the company to cover taxes upon vesting of restricted stock, rather than sold in the open market.

Was the FLWS insider transaction an open-market sale of shares?

No, the FLWS insider transaction was not an open-market sale. Shares were withheld by the company to satisfy tax obligations on vested restricted stock, classified as a deemed disposition exempt under Section 16(b).

How many FLWS shares does the insider hold after this transaction?

After the tax-withholding disposition, Priscilla Kasenchak directly holds 119,114 shares of FLWS Class A Common Stock. This figure reflects her position following the withholding of 15,087 shares for tax purposes.

What does transaction code F mean in the FLWS Form 4 filing?

Transaction code F in the FLWS Form 4 indicates shares disposed to pay tax or exercise costs. Here, 15,087 shares were withheld by the company to cover tax liabilities from vesting restricted stock, not as a discretionary market sale.

Why were FLWS shares deemed disposed under Section 16(b)?

The disposition is deemed under Section 16(b) because it involves company withholding of shares for taxes on vested restricted stock. Such transactions are exempt from short-swing profit rules, reflecting administrative tax settlement rather than speculative trading.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kasenchak Priscilla

(Last) (First) (Middle)

TWO JERICHO PLAZA

SUITE 200

(Street)

JERICHO NEW YORK 11753

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
1 800 FLOWERS COM INC [ FLWS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/07/2026		F		15,087(1)	D	$3.77	119,114	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Transaction is a deemed disposition that is exempt under Section 16(b) of the Exchange Act consisting of the withholding for tax purposes of shares of Common Stock by the Company upon vesting of restricted shares of Common Stock.

	/s/ Priscilla Kasenchak	07/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)