Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

Baker Capital Strategies

Free Registration

Register for access to news, tools, alerts and reports.

THEMA Basic included at launch.

Use at least 8 characters.

Current Report · Items 1.01, 2.02, 9.01 · 8-K

1-800-FLOWERS.COM, Inc.

FLWSNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Results of Operations and Financial Condition

Item 1.01. Entry into a Material Definitive Agreement. On September 9, 2026, 1-800-FLOWERS. COM, INC. (the “Company”), certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Third Amendment (the “Third Amendment”) to the Third Amended and Restated Credit Agreement, dated June 27, 2023 (the Third Amended and Restated Credit…

Filed Sep 10, 2026Accepted Sep 10, 2026, 7:07 AM EDTCIK 1084869Accession 0001084869-26-000024
Share

Company context

Current securities

Recent company filings

  1. 10-K filingSep 11, 2026
  2. SCHEDULE 13G/A filingAug 14, 2026
  3. 10-Q filingMay 7, 2026
  4. Results of Operations and Financial ConditionMay 7, 2026
  5. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsApr 20, 2026

Disclosure sections

Items 1.01, 2.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement. On September 9, 2026, 1-800-FLOWERS. COM, INC. (the “Company”), certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Third Amendment (the “Third Amendment”) to the Third Amended and Restated Credit Agreement, dated June 27, 2023 (the Third Amended and Restated Credit Agreement, as amended by the First Amendment (the "First Amendment"), dated January 28, 2025, and the Second Amendment (the "Second Amendment"), dated May 6, 2025, the “Existing Credit Agreement”). The Third Amendment amended the Existing Agreement by, among other modifications, (i) replacing the financial covenants set forth therein with (x) a minimum liquidity financial covenant until the end of the Company’s fiscal quarter ending September 26, 2027, and (y) a minimum consolidated EBITDA financial covenant for the period of the fiscal quarter ending December 26, 2027 through the end of the Affected Period (as defined below), (ii) modifying the negative covenant restricting asset sales and the corresponding obligation to make mandatory prepayments of the outstanding term loan under the Existing Credit Agreement (the "Term Loan") with the proceeds of certain asset sales, in each case, as in effect during the Affected Period, to expand the existing permissions for asset sales and permit the Company to retain a portion of the proceeds of certain asset sales, up to $30.0 million in the aggregate, after the Company has used a portion of such proceeds to make a prepayment of the Term Loan of at least $15.0 million, (iii) imposing additional restrictions on the ability of the Company and its U.S. subsidiaries that are guarantors under the Existing Credit Agreement to transfer material intellectual property to the Company’s subsidiaries that are not guarantors under the Existing Credit Agreement, (iv) requiring the Company to participate in monthly conference calls with the lenders under the Existing Credit Agreement, and (v) imposing during the Affected Period additional prepayment obligations with respect to the revolving credit facility. The "Affected Period" means the period from May 6, 2025 until the earlier of (A) June 26, 2028 and (B) the date the Company has (x) demonstrated compliance with the financial covenants as in effect under the Third Amended and Restated Credit Agreement as amended by the First Amendment, and (y) if applicable, elected to terminate the applicable period during which various applicable modifications set forth in the Second Amendment and the Third Amendment are in effect. In the ordinary course of their respective businesses, the lenders and their affiliates have engaged, and may in the future engage, in commercial banking and financing transactions with the Company and its affiliates. The foregoing summary of certain terms of the Third Amendment in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the complete text of the Third Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.02Item 2.02 - Results of Operations
Item 2.02. Results of Operations and Financial Condition. On September 10, 2026, the Company. issued a press release announcing its financial results for its Fiscal 2026 Fourth Quarter and Full Year, ended June 28, 2026. A copy of the press release is included as Exhibit 99.1 and is incorporated herein by reference.