FLWS insider Form 4: tax withholding on RSU vesting, 2,511 shares

Rhea-AI Filing Summary

1-800-FLOWERS.COM (FLWS) reported an insider Form 4 for its SVP and General Counsel. On 11/05/2025, the officer had 2,511 shares of Class A Common Stock withheld by the company at $3.49 per share (Code F) to cover taxes upon the vesting of restricted stock. Following this deemed disposition, the officer beneficially owns 94,918 shares, held directly.

The filing notes the transaction is exempt under Section 16(b) as tax withholding upon vesting.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Manley Michael R

Role SVP and General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	2,511	$3.49	$9K

Holdings After Transaction: Class A Common Stock — 94,918 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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^*

Manley Michael R

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and General Counsel

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		2,511(1)	D	$3.49	94,918	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/ Michael R. Manley	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.

FAQ

What did 1-800-FLOWERS.COM (FLWS) disclose in this Form 4?

An officer reported a tax withholding transaction (Code F) related to vesting restricted stock on 11/05/2025.

How many FLWS shares were involved and at what price?

The company withheld 2,511 shares at $3.49 per share to cover taxes.

What is the officer’s role at 1-800-FLOWERS.COM (FLWS)?

The reporting person is an Officer, serving as SVP and General Counsel.

How many FLWS shares does the officer own after the transaction?

Beneficial ownership is 94,918 shares, held directly.

What does Transaction Code F indicate on a Form 4?

Code F indicates a deemed disposition from the company’s withholding of shares for taxes upon vesting.

Is this transaction exempt under Section 16(b)?

Yes. The filing states the withholding is exempt under Section 16(b) as tax withholding upon vesting.

What class of security was reported in this Form 4?

The security is Class A Common Stock of 1-800-FLOWERS.COM.