[SCHEDULE 13G] 1-800-FLOWERS.COM Inc SEC Filing

Rhea-AI Filing Summary

1-800-Flowers.com is reported to have 2,000,000 Class A shares beneficially owned by Nantahala Capital Management, LLC and two individuals associated with it. As of June 30, 2025 the stake represents 5.48% of the Class A shares outstanding. The holding is reported as shared voting and shared dispositive power; none of the reporting persons claim sole voting or sole dispositive power. The filing states the shares are held by funds and separately managed accounts under Nantahala's control and that the interests were acquired in the ordinary course of business, not to change or influence control of the issuer.

Positive

• Material minority stake disclosed: 2,000,000 shares representing 5.48% of Class A stock
• Passive classification: Filing states shares were acquired in the ordinary course and not to influence control
• Clear voting/dispositive breakdown: Shared voting and shared dispositive power disclosed, with no sole power claimed

Negative

• No sole voting or dispositive power — reporting persons do not control the position unilaterally
• Potential monitoring required: 5.48% is material and could prompt scrutiny despite passive claim

Insights

Financial Analyst

TL;DR Nantahala reports a material minority stake (5.48%) in FLWS with shared voting and dispositive power; position appears passive.

The 2,000,000-share holding equals a meaningful minority position that may warrant monitoring given its size relative to the public float. The filing classifies Nantahala as an investment adviser and indicates the shares are held in funds and managed accounts. Importantly, the reporting persons explicitly state the securities were acquired in the ordinary course of business and not for the purpose of changing or influencing control, consistent with a Schedule 13G passive disclosure rather than an activist 13D filing.

Corporate Governance Expert

TL;DR Reported ownership is material but recorded as shared control; no assertion of control or intent to influence governance.

The filing attributes shared voting and dispositive power to Nantahala and its named principals, with 0 sole voting power. That structure implies the reporting persons do not claim unilateral control rights. The certification that the position is not held to influence control reduces the likelihood of imminent governance actions, though the stake size makes future engagement a possibility if circumstances change.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

1 800 FLOWERS COM INC

(Name of Issuer)

Class A common stock

(Title of Class of Securities)

68243Q106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 68243Q106

1

Names of Reporting Persons

Nantahala Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.48 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 68243Q106

1

Names of Reporting Persons

Wilmot B. Harkey

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.48 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 68243Q106

1

Names of Reporting Persons

Daniel Mack

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.48 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: 1 800 FLOWERS COM INC
(b)	Address of issuer's principal executive offices: TWO JERICHO PLAZA SUITE 200 JERICHO, NEW YORK, 11753
Item 2.
(a)	Name of person filing: (1) Nantahala Capital Management, LLC ("Nantahala") (2) Wilmot B. Harkey (3) Daniel Mack (together the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: 130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)	Citizenship: (1) Nantahala is a Massachusetts limited liability company. (2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)	Title of class of securities: Class A common stock
(e)	CUSIP No.: 68243Q106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of June 30, 2025, Nantahala may be deemed to be the beneficial owner of 2,000,000 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)	Percent of class: As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding: (1) Nantahala Capital Management, LLC ("Nantahala") : 5.48% (2) Wilmot B. Harkey: 5.48% (3) Daniel Mack: 5.48%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(ii) Shared power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 2,000,000 Shares. (2) Wilmot B. Harkey: 2,000,000 Shares. (3) Daniel Mack: 2,000,000 Shares.
	(iii) Sole power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(iv) Shared power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 2,000,000 Shares. (2) Wilmot B. Harkey: 2,000,000 Shares. (3) Daniel Mack: 2,000,000 Shares.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Nantahala Capital Management, LLC

Signature:	/s/ Taki Vasilakis
Name/Title:	Taki Vasilakis / Chief Compliance Officer
Date:	08/14/2025

Wilmot B. Harkey

Signature:	/s/ Wilmot B. Harkey
Name/Title:	Wilmot B. Harkey
Date:	08/14/2025

Daniel Mack

Signature:	/s/ Daniel Mack
Name/Title:	Daniel Mack
Date:	08/14/2025

FAQ

How many FLWS shares does Nantahala Capital Management report owning?

The filing reports 2,000,000 shares of FLWS Class A common stock as beneficially owned.

What percentage of FLWS does the 2,000,000-share position represent?

The position represents 5.48% of the Class A shares outstanding according to the filing.

Do the reporting persons claim control over FLWS voting rights?

No; the filing discloses 0 sole voting power and 2,000,000 shared voting power, indicating no sole control.

Is the Nantahala position in FLWS reported as passive or activist?

The filing is submitted on Schedule 13G and includes a certification that the securities were acquired and are held in the ordinary course of business and not to influence control, indicating a passive position.

Who are the named reporting persons besides Nantahala Capital Management?

The filing names Wilmot B. Harkey and Daniel Mack as reporting persons associated with Nantahala.