[Form 4] 1-800-FLOWERS.COM Inc Insider Trading Activity

Rhea-AI Filing Summary

Joseph Rowland, an officer of 1-800-FLOWERS.COM, reported a deemed disposition of 13,234 shares of Class A Common Stock on 09/08/2025 under transaction code F. The shares were disposed at a price of $4.98 each as a result of the company withholding shares for tax purposes upon vesting of restricted stock. After the transaction, Rowland beneficially owns 75,072 shares, held directly. The Form 4 is signed and dated 09/10/2025.

Positive

• Disclosure completed in accordance with Section 16 reporting requirements, with a signed Form 4 dated 09/10/2025
• Beneficial ownership retained: reporting person continues to hold 75,072 shares directly after the withholding

Negative

• Deemed disposition of 13,234 shares at $4.98 each due to tax withholding upon vesting

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on vested restricted shares; no clear governance red flags.

The filing discloses a standard Section 16 filing where restricted shares vested and the issuer withheld 13,234 shares to satisfy tax withholding obligations. This is recorded as a deemed disposition under Code F and results in a remaining direct beneficial ownership of 75,072 shares. The transaction appears administrative rather than a voluntary open-market sale, and the filing is properly signed and dated. There is no indication in the form of additional compensatory grants, changes in officer status, or unusual trading patterns that would raise governance concerns.

Securities Analyst

TL;DR: Non-market disposition for tax purposes; limited investor impact given nature of transaction.

The report shows a disposition at $4.98 per share labeled Code F, which denotes a company action to withhold shares upon vesting of restricted stock. Since this is not an elective open-market sale by the reporting person, it likely has limited signal value about the officer's view of the company stock. The remaining direct ownership is 75,072 shares, as stated. For investors, this is a routine insider filing documenting compensation-related share withholding rather than a strategic divestiture.

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^*

Rowland Joseph

(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)
	President, GFGB

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		F		13,234(1)	D	$4.98	75,072	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/ Joseph Rowland	09/10/2025
	** 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 Joseph Rowland report on the Form 4 for FLWS?

He reported a deemed disposition of 13,234 Class A shares on 09/08/2025 under Code F due to withholding for taxes upon vesting; he owns 75,072 shares after the transaction.

What does Transaction Code F mean on this Form 4?

Code F indicates a disposition resulting from the company withholding shares to satisfy tax withholding obligations upon vesting of restricted stock, as explained in the filing.

At what price were the withheld shares recorded?

The withheld shares were recorded at a price of $4.98 per share on the Form 4.

When was the Form 4 signed and filed?

The Form 4 bears the reporting person's signature dated 09/10/2025.

How many shares does Rowland beneficially own after the transaction?

The filing reports 75,072 shares beneficially owned following the withholding transaction.