FLWS: McCann withheld 7,703 shares at $3.49 for taxes

1-800-FLOWERS.COM, Inc. (FLWS) Executive Chairman, Director, and 10% owner James F. McCann filed a Form 4 reporting a transaction on 11/05/2025.

Rhea-AI Filing Summary

1-800-FLOWERS.COM, Inc. (FLWS) Executive Chairman, Director, and 10% owner James F. McCann filed a Form 4 reporting a transaction on 11/05/2025. The filing shows a Code F transaction where 7,703 shares of Class A Common Stock were withheld by the company at $3.49 per share to cover taxes upon the vesting of restricted stock, a disposition type exempt under Section 16(b).

Following the transaction, McCann reports 278,934 shares held directly, and 480 shares held indirectly by spouse. Code F reflects tax withholding related to equity vesting, not an open‑market sale.

Insider Trade Summary

Exercise Price or Tax Liability: 7,703 shares

Exercise Price or Tax Liability 2 txns

Insider MCCANN JAMES F

Role Executive Chairman

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	7,703	$3.49	$27K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 278,934 shares (Direct); Class A Common Stock — 480 shares (Indirect, By Spouse)

Footnotes (1)

1. F1. 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.

FAQ

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

What did FLWS insider James F. McCann report on Form 4?

He reported a Code F transaction where 7,703 shares were withheld at $3.49 per share for taxes upon restricted stock vesting.

Is this a market sale of FLWS shares?

No. Code F indicates shares were withheld by the company for tax purposes tied to vesting, not an open‑market sale.

How many FLWS shares does McCann own after the transaction?

He reports 278,934 shares held directly and 480 shares held indirectly by spouse.

What is the significance of Section 16(b) in this context?

The filing states the transaction is a deemed disposition exempt under Section 16(b) related to tax withholding on vested restricted shares.

When did the reported FLWS transaction occur?

The transaction date is 11/05/2025.

What security class is involved in the FLWS Form 4?

The transaction involves Class A Common Stock of 1-800-FLOWERS.COM, Inc.

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

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Accepted by SEC EDGAR 11/07/2025 - 11:31 AM Learn about SEC filing dates

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^*

MCCANN JAMES F

(Last) (First) (Middle)

TWO JERICHO PLAZA

SUITE 200

(Street)

JERICHO NY 11753

(City) (State) (Zip)

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025

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

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

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

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	11/05/2025		F		7,703(1)	D	$3.49	278,934	D
Class A Common Stock								480	I	By Spouse

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/ James F. McCann	11/07/2025
	** 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.