Newtyn reports 9.6% 1-800-FLOWERS (NASDAQ: FLWS) ownership stake

Rhea-AI Filing Summary

Newtyn Management, LLC filed an amended Schedule 13G reporting beneficial ownership of 3,500,000 shares of 1 800 FLOWERS INC Class A common stock, representing 9.6% of the class. As of December 31, 2025, these shares were held in the aggregate for funds it manages.

Newtyn TE Partners, LP directly held 2,185,210 shares, or 6.0% of the class, with Newtyn Management acting as investment manager. The filers certify the holdings were not acquired for the purpose of changing or influencing control of the company.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

1 800 FLOWERS COM INC

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

68243Q106

(CUSIP Number)

12/31/2025

(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

Newtyn 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

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,500,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,500,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,500,000.00

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)

9.6 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: See Item 2 for additional information.

SCHEDULE 13G

CUSIP No. 68243Q106

1

Names of Reporting Persons

NEWTYN TE PARTNERS, LP

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,185,210.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,185,210.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,185,210.00

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)

6.0 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: See Item 2 for additional information.

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: This report on Schedule 13G is being filed by (i) Newtyn Management, LLC, a New York limited liability company ("Newtyn Management"), and (ii) Newtyn TE Partners, LP, a Delaware limited partnership ("NTE", and collectively with Newtyn Management, the "Reporting Persons"). Newtyn Management is the investment manager to NTE and Newtyn Partners, LP, a Delaware limited partnership ("NP"). As of December 31, 2025, NTE held 2,185,210 shares of Class A Common Stock (the "Common Stock") of 1 800 FLOWERS COM INC (the "Issuer") and NP held 1,314,790 shares of Common Stock of the Issuer. Newtyn Management, as the investment manager to NTE and NP, may be deemed to beneficially own these securities. Accordingly, as of December 31, 2025, Newtyn Management may be deemed to beneficially own the 3,500,000 shares of Common Stock of the Issuer held in the aggregate by NTE and NP. Beneficial ownership percentages are based upon approximately 36,598,694 shares of Common Stock issued and outstanding as of October 24, 2025, based on information reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2025.
(b)	Address or principal business office or, if none, residence: The address for the Reporting Persons is 60 East 42nd Street, 12th Floor, New York, NY 10165.
(c)	Citizenship: Newtyn Management is organized under the laws of the State of New York. NTE is organized under the laws of the State of Delaware.
(d)	Title of class of securities: Class A Common Stock
(e)	CUSIP No.: 68243Q106
Item 4.	Ownership
(a)	Amount beneficially owned: Newtyn Management - 3,500,000.00 NTE - 2,185,210.00
(b)	Percent of class: Newtyn Management - 9.6 % NTE - 6.0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Newtyn Management - 3,500,000.00 NTE - 2,185,210.00
	(ii) Shared power to vote or to direct the vote: Newtyn Management - 0.00 NTE - 0.00
	(iii) Sole power to dispose or to direct the disposition of: Newtyn Management - 3,500,000.00 NTE - 2,185,210.00
	(iv) Shared power to dispose or to direct the disposition of: Newtyn Management - 0.00 NTE - 0.00
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.
	Not Applicable
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 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.

Newtyn Management, LLC

Signature:	/s/ Eugene Dozortsev
Name/Title:	Eugene Dozortsev, Authorized Signatory
Date:	02/17/2026

NEWTYN TE PARTNERS, LP

Signature:	/s/ Eugene Dozortsev
Name/Title:	Eugene Dozortsev, Authorized Signatory of Newtyn Management, LLC, the Investment Manager
Date:	02/17/2026

Exhibit Information

Joint Filing Agreement, dated November 11, 2025, by and among Newtyn Management, LLC and Newtyn TE Partners, LP (incorporated by reference to Exhibit 1 to the Schedule 13G-A filed with the Securities and Exchange Commission on November 11, 2025).

FAQ

What stake in 1-800-FLOWERS (FLWS) does Newtyn Management report?

Newtyn Management reports beneficial ownership of 3,500,000 shares of 1 800 FLOWERS INC Class A common stock, representing 9.6% of the outstanding class, based on 36,598,694 shares reported outstanding as of October 24, 2025.

How many 1-800-FLOWERS (FLWS) shares does Newtyn TE Partners directly hold?

Newtyn TE Partners, LP directly holds 2,185,210 shares of 1 800 FLOWERS INC Class A common stock. This position represents 6.0% of the outstanding class, with Newtyn Management, LLC serving as investment manager to the fund.

On what date is Newtyn’s ownership in 1-800-FLOWERS (FLWS) measured?

The ownership figures for Newtyn Management and Newtyn TE Partners are measured as of December 31, 2025. The percentage calculations use 36,598,694 shares outstanding reported by 1 800 FLOWERS INC as of October 24, 2025.

Is Newtyn’s 1-800-FLOWERS (FLWS) position intended to influence control?

The filing states the securities were not acquired and are not held to change or influence control of 1 800 FLOWERS INC. The holders also state the shares are not tied to any transaction with that control-related purpose or effect.

Who signed the Schedule 13G/A reporting Newtyn’s FLWS holdings?

The Schedule 13G/A was signed by Eugene Dozortsev as Authorized Signatory. He signed on behalf of Newtyn TE Partners, LP and separately as Authorized Signatory of Newtyn Management, LLC, the investment manager, on February 17, 2026.

Where are Newtyn Management and Newtyn TE Partners based?

Newtyn Management, LLC is organized under New York law, and Newtyn TE Partners, LP under Delaware law. Their principal business address is 60 East 42nd Street, 12th Floor, New York, NY 10165, as disclosed in the ownership filing.