1-800-Flowers CEO reports tax-withheld shares

1-800-Flowers.com Chief Executive Officer Adolfo Villagomez reported a tax-related share disposition.

Rhea-AI Filing Summary

1-800-Flowers.com Chief Executive Officer Adolfo Villagomez reported a tax-related share disposition. The company withheld 36,533 shares of Class A Common Stock at $4.27 per share to cover tax obligations upon vesting of restricted shares. This was an exempt Section 16(b) event and not an open-market sale. Following the withholding, Villagomez directly holds 249,727 shares of Class A Common Stock.

Insider Trade Summary

Exercise Price or Tax Liability: 36,533 shares

Exercise Price or Tax Liability 1 txn

Insider Villagomez Adolfo

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	36,533	$4.27	$156K

Holdings After Transaction: Class A Common Stock — 249,727 shares (Direct)

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.

Key Figures

Shares withheld for taxes: 36,533 shares Withholding price per share: $4.27 per share Shares held after transaction: 249,727 shares

3 metrics

Shares withheld for taxes 36,533 shares Class A Common Stock tax-withholding disposition

Withholding price per share $4.27 per share Value used for tax-withholding shares

Shares held after transaction 249,727 shares CEO direct Class A Common Stock holdings post-transaction

Key Terms

Section 16(b), restricted shares of Common Stock, tax-withholding disposition, Class A Common Stock

4 terms

Section 16(b) regulatory

"Transaction is a deemed disposition that is exempt under Section 16(b) of the Exchange Act"

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.

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.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class A Common Stock financial

"security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

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

What insider transaction did FLWS CEO Adolfo Villagomez report?

Adolfo Villagomez reported a tax-withholding share disposition. 1-800-Flowers.com withheld 36,533 shares of Class A Common Stock to satisfy tax obligations upon vesting of restricted shares, classified as an exempt Section 16(b) transaction.

Did the FLWS CEO sell shares on the open market in this Form 4?

The Form 4 does not show an open-market sale. It reports a tax-withholding disposition where the company retained 36,533 vested shares to cover tax liabilities, rather than the CEO selling shares to outside buyers.

How many FLWS shares were withheld for taxes from the CEO’s vesting?

36,533 shares of Class A Common Stock were withheld. These shares were retained by the company at $4.27 per share to satisfy tax obligations tied to the vesting of restricted stock granted to Chief Executive Officer Adolfo Villagomez.

How many FLWS shares does the CEO hold after this tax-withholding event?

After the transaction, the CEO directly holds 249,727 shares. This post-transaction balance reflects his remaining Class A Common Stock holdings following the company’s withholding of 36,533 vested shares for tax purposes.

Why is the FLWS CEO’s transaction described as exempt under Section 16(b)?

The transaction is exempt because it is a deemed disposition for taxes. The company withheld shares upon restricted stock vesting to cover tax liabilities, which the footnote states is exempt under Section 16(b) of the Exchange Act.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/15/2026 - 09:55 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^*

Villagomez Adolfo

(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 Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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	05/13/2026		F		36,533(1)	D	$4.27	249,727	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/ Adolfo Villagomez	05/15/2026
	** 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)