1-800-FLOWERS.COM (FLWS) insider reports 2,288 shares withheld for tax

Rhea-AI Filing Summary

1-800-FLOWERS.COM, INC.'s Senior Vice President and General Counsel reported an insider transaction involving Class A Common Stock. On 12/15/2025, 2,288 shares were treated as a deemed disposition at $4.3 per share due to the company withholding shares to cover taxes upon the vesting of restricted stock.

After this tax-related withholding, the reporting person beneficially owned 223,858 shares of Class A Common Stock directly. The filing describes the event as exempt under Section 16(b) of the Exchange Act.

Insider Trade Summary

Net Seller: 2,288 shares

Net Sell 1 txn

Insider Manley Michael R

Role SVP and General Counsel

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	2,288	$4.30	$10K

Holdings After Transaction: Class A Common Stock — 223,858 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 12/16/2025 - 01:58 PM Learn about SEC filing dates

FAQ

What insider transaction did 1-800-FLOWERS.COM (FLWS) report in this filing?

The filing reports that the SVP and General Counsel had 2,288 shares of Class A Common Stock deemed disposed of at $4.3 per share due to company withholding shares for tax purposes when restricted stock vested.

Who is the reporting person in the 1-800-FLOWERS.COM (FLWS) insider filing?

The reporting person is an officer of 1-800-FLOWERS.COM, INC., serving as SVP and General Counsel, and is filing individually as one reporting person.

How many 1-800-FLOWERS.COM (FLWS) shares does the insider own after the transaction?

Following the reported tax withholding transaction, the insider beneficially owns 223,858 shares of Class A Common Stock, held as a direct ownership position.

What was the nature of the 2,288-share transaction for 1-800-FLOWERS.COM (FLWS)?

The 2,288-share transaction is described as a deemed disposition exempt under Section 16(b), resulting from the company withholding shares for tax purposes upon the vesting of restricted shares.

Does this 1-800-FLOWERS.COM (FLWS) insider filing involve derivative securities?

The section for derivative securities in the filing does not list any specific derivative transactions, focusing instead on the Class A Common Stock tax withholding event.

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)
12/15/2025

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	12/15/2025		F		2,288(1)	D	$4.3	223,858	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	12/16/2025
	** 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.