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

BAKER CAPITAL STRATEGIES

Get the free weekly BCS email.

Selected company filings and market updates, delivered by email. Your first report will follow soon.

  • Your weekly BCS reportMarket updates and links to filings you can explore.
  • THEMA at launchWe’ll send directions for setting up your filing alerts when THEMA officially opens.

One signup for the weekly email and your free THEMA Basic account at launch.

Already registered or a CSW member?Log in to THEMA →

At least 8 characters. This also creates your free THEMA account for launch.

You’re signing up for the weekly BCS email and THEMA launch/setup updates. Unsubscribe using the link in any email. Privacy policy · Terms

BCS

Current Report · Items 1.01, 7.01, 9.01 · 8-K

1-800-FLOWERS.COM, Inc.

FLWSNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Regulation FD Disclosure

Item 1.01. Entry into a Material Definitive Agreement. On September 26, 2026, 1-800-Flowers.com, Inc., a Delaware corporation (the “Company”), and certain of its wholly-owned subsidiaries (collectively with the Company, “Sellers”), and PlanetArt, LLC, a Delaware limited liability company (“Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which (i) Seller…

Filed Sep 29, 2026Accepted Sep 29, 2026, 7:05 AM EDTCIK 1084869Accession 0001084869-26-000033
Share

Company context

Current securities

Recent company filings

  1. 10-K filingSep 11, 2026
  2. Entry into a Material Definitive Agreement · Results of Operations and Financial ConditionSep 10, 2026
  3. SCHEDULE 13G/A - filed by Fund 1 Investments, LLC regarding 1 800 FLOWERS COM INCAug 14, 2026
  4. 10-Q filingMay 7, 2026
  5. Results of Operations and Financial ConditionMay 7, 2026

Registered securities in this filing

1 800 FLOWERS COM INC · 8-K · Filed 2026-09-29

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class A Common Stock

Symbol
FLWS
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: c-1

Dimensions: Not supplied

Accession 000108486926000033 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 7.01, 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 26, 2026, 1-800-Flowers.com, Inc., a Delaware corporation (the “Company”), and certain of its wholly-owned subsidiaries (collectively with the Company, “Sellers”), and PlanetArt, LLC, a Delaware limited liability company (“Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which (i) Sellers agreed to sell to Purchaser, and Purchaser agreed to purchase from Sellers, certain assets, and (ii) Purchaser agreed to assume certain liabilities, in each case, related to Sellers' Personalization Mall, Things Remembered, and Personalization Universe businesses (collectively, the "Personalization Businesses"). The aggregate consideration payable by Purchaser for the Personalization Businesses is $45.0 million in cash (subject to certain working capital and other adjustments). Capitalized terms used but not defined herein have the meanings assigned to them in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties, and covenants of Purchaser and Sellers, including provisions requiring Sellers to indemnify Purchaser for certain specified matters. The closing of the transaction is subject to customary closing conditions, including (i) the absence of a Business Material Adverse Effect since the date of the Purchase Agreement, (ii) the accuracy of the representations and warranties and compliance by the parties with their respective obligations under the Purchase Agreement, subject to specified materiality standards, and (iii) the receipt of specified third party consents. The Purchase Agreement contemplates a commercial agreement with respect to the ongoing sale of certain products of the Personalization Businesses to customers of Sellers following the closing of the transaction, and a transition services agreement whereby Sellers and Purchaser would each provide certain post-closing services to each other for a limited time period. The Purchase Agreement also includes certain customary termination rights for Purchaser and Sellers. The Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing summary has been included to provide investors and security holders with information regarding its terms, does not purport to be complete, is subject to, and is qualified in its entirety by, the full text, terms and conditions of the Purchase Agreement. It is not intended to provide any other factual information about Sellers or Purchaser, or to modify or supplement any factual disclosures about the Company in its public reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Purchase Agreement includes representations, warranties and covenants of Sellers and Purchaser made solely for purposes of the Purchase Agreement and which may be subject to important qualifications and limitations agreed to by Purchaser and Sellers in connection with the negotiated terms of the transaction and the Purchase Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings, or may have been used for purposes of allocating risk among Purchaser and Sellers rather than establishing matters as facts.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On September 29, 2026, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K. The information provided in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. Special Note Regarding Forward-Looking Statements: These forward-looking statements represent the Company’s current expectations or forecasts concerning future events; they do not relate strictly to historical or current facts. Such statements can generally be identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “foresee,” “forecast,” “likely,” “should,” “will,” “target,” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to, statements relating to future actions; the Company’s ability to complete its planned divestiture of the Personalization Businesses, including the timing of any transaction; the Company’s ability to leverage its operating platform and reduce its operating expense ratio; its ability to successfully integrate acquired businesses and assets; its ability to successfully execute its strategic priorities; its ability to cost effectively acquire and retain customers and drive purchase frequency; the outcome of contingencies, including legal proceedings in the normal course of business; its ability to compete against existing and new competitors; its ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; its ability to reduce promotional activities and achieve more efficient marketing programs; and general consumer sentiment and industry and economic conditions that may affect levels of discretionary customer purchases of the Company’s products. The Company cannot guarantee that any forward-looking statement will be realized. Achievement of future results is subject to risk, uncertainties and potentially inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. The Company undertakes no obligation to publicly update any of the forward-looking statements, whether because of new information, future events or otherwise, made in this release or in any of its SEC filings. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. For a more detailed description of these and other risk factors, refer to the Company’s SEC filings, including the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.

Privacy choices

BCS measures page use with Google Analytics using regional consent settings. You can change your preference here. Charts and market data remain available.

Essential functions — always available. Security, navigation, registration and remembering these choices.

Audience analytics

Analytics cookies are off by default for visitors Google identifies in the EEA, UK or Switzerland until allowed. Limited measurement without analytics cookies may still occur under those regional defaults.

TradingView charts, quotes and the economic calendar load automatically as page content. TradingView receives network and browser information and may collect its own usage analytics. This choice controls BCS’s Google Analytics only.

Google advertising is not enabled. Direct sponsor links do not load advertising trackers on BCS.

Turning analytics off stops future Google Analytics activity here. It does not erase information already received by the provider. Read the privacy policy.