1-800-FLOWERS.COM (FLWS) director reports tax-related share disposition

Rhea-AI Filing Summary

1-800-FLOWERS.COM director and 10% owner Christopher G. McCann reported a small share disposition tied to tax withholding. On 12/11/2025, 5,024 shares of Class A common stock were withheld at $4.39 per share when restricted shares vested, a transaction classified as a deemed disposition exempt under Section 16(b) of the Exchange Act. After this, he beneficially owned 610,963 Class A shares directly, along with additional indirect holdings through a grantor retained annuity trust and as custodian for his son.

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

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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 CHRISTOPHER G

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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	12/11/2025		F		5,024(1)	D	$4.39	610,963	D
Class A Common Stock								100,000	I	Indirect(2)
Class A Common Stock								35,779	I	Indirect(2)
Class A Common Stock								6,604	I	Indirect(2)
Class A Common Stock								126,936	I	Indirect(2)
Class A Common Stock								110	I	Indirect(3)

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.

2. Shares held by a Grantor Retained Annuity Trust of which Reporting Person is the Trustee.

3. Shares held by Reporting Person as custodian for his son.

	/s/ Christopher G. McCann	12/15/2025
	** 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).
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FAQ

What insider transaction did FLWS disclose in this filing?

The filing reports that Christopher G. McCann, a director and 10% owner of 1-800-FLOWERS.COM (FLWS), had 5,024 Class A common shares withheld on 12/11/2025 for tax purposes upon vesting of restricted shares.

How many FLWS shares were withheld for taxes in this transaction?

The company withheld 5,024 shares of Class A common stock for tax purposes when McCann’s restricted shares vested, as explained in the transaction footnote.

What price was applied to the withheld FLWS shares?

The 5,024 withheld shares of Class A common stock were valued at $4.39 per share in the reported transaction.

How many 1-800-FLOWERS.COM shares does Christopher G. McCann own after the transaction?

Following the transaction, McCann beneficially owned 610,963 Class A shares directly, plus several indirect positions, including blocks of 100,000, 35,779, 6,604, 126,936, and 110 shares.

What is Christopher G. McCann’s relationship to 1-800-FLOWERS.COM (FLWS)?

Christopher G. McCann is reported as both a Director and a 10% Owner of 1-800-FLOWERS.COM (FLWS).

Why is the FLWS insider transaction described as a deemed disposition exempt under Section 16(b)?

The explanation states that the transaction is a deemed disposition exempt under Section 16(b) because it consists of shares of common stock withheld by the company for tax purposes upon vesting of restricted shares.

How are some of Christopher G. McCann’s FLWS shares held indirectly?

Some shares are held by a Grantor Retained Annuity Trust of which McCann is trustee, and others are held by him as custodian for his son, both reported as indirect beneficial ownership.