0001084869 1 800 FLOWERS COM INC false --06-30 FY 2024 false false false false 0.01 0.01 10,000,000 10,000,000 0 0 0.01 0.01 200,000,000 200,000,000 58,792,695 58,273,747 0.01 0.01 200,000,000 200,000,000 32,348,221 32,348,221 21,645,290 20,565,875 5,280,000 5,280,000 3 7 3 http://fasb.org/us-gaap/2024#GoodwillAndIntangibleAssetImpairment 1.7 2018 2020 2021 2022 2023 2020 2021 2022 2023 2017 2018 2019 2020 2021 2022 2023 1 0.0 0.0 1 0 0 3 3.3 The Company has established a Non-qualified Deferred Compensation Plan (the “NQDC Plan”) for certain members of senior management. Deferred compensation plan assets are invested in mutual funds held in a “rabbi trust,” which is restricted for payment to participants of the NQDC Plan. Trading securities held in the rabbi trust are measured using quoted market prices at the reporting date and are included in the “Other assets” line item, with the corresponding liability included in the “Other liabilities” line item in the consolidated balance sheets. Reduction in reserve due to amounts written off. The amortization of intangible assets for the years ended June 30, 2024, July 2, 2023 and July 3, 2022 was $4.4 million, $4.2 million and $3.9 million, respectively. Future estimated amortization expense is as follows: 2025 - $2.1 million, 2026 - $1.4 million, 2027 -$0.6 million, 2028 -$0.3 million, 2029 -$0.2 million, and thereafter -$0.1 million. On May 31, 2019, the Company and certain of its U.S. subsidiaries entered into a Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, and a group of lenders. The 2019 Credit Agreement amended and restated the Company’s existing amended and restated credit agreement dated as of December 23, 2016 to, among other modifications: (i) increase the amount of the outstanding term loan (“Term Loan”) from approximately $97 million to $100 million, (ii) extend the maturity date of the outstanding Term Loan and the revolving credit facility (“Revolver”) by approximately 29 months to May 31, 2024, and (iii) decrease the applicable interest rate margins for LIBOR and base rate loans by 25 basis points. The Term Loan was payable in 19 quarterly installments of principal and interest beginning on September 29, 2019, with escalating principal payments, at the rate of 5.0% per annum for the first eight payments, and 10.0% per annum for the remaining 11 payments, with the remaining balance of $62.5 million due upon maturity. The Revolver, in the aggregate amount of $200 million, subject to seasonal reduction to an aggregate amount of $100 million for the period from January 1 through August 1, was able to be used for working capital and general corporate purposes, subject to certain restrictions. For each borrowing under the Existing Credit Agreement (as defined below), the Company was able to elect that such borrowing bear interest at an annual rate equal to either: (1) a base rate plus an applicable margin varying based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5%, and (c) a LIBOR rate plus 1%, or (2) an adjusted LIBOR rate plus an applicable margin varying based on the Company’s consolidated leverage ratio. On August 20, 2020, the Company, the Subsidiary Guarantors, JPMorgan Chase Bank, N.A. as administrative agent, and a group of lenders entered into a First Amendment (the “First Amendment”) to the 2019 Credit Agreement. The First Amendment amended the 2019 Credit Agreement to, among other modifications: (i) increase the aggregate principal amount of the existing Revolver commitments from $200.0 million to $250.0 million, (ii) establish a new tranche of term A-1 loans in an aggregate principal amount of $100.0 million (the “2020 Term Loan”), (iii) increase the working capital sublimit with respect to the Revolver from $175.0 million to $200.0 million, and (iv) increase the seasonally-reduced Revolver commitments from $100.0 million to $125.0 million for the period from January 1 through August 1 for each fiscal year of the Company. The 2020 Term Loan was payable in 15 quarterly installments of principal and interest beginning on September 27, 2020, with escalating principal payments, at the rate of 5.0% per annum for the first four payments, and 10.0% per annum for the remaining 11 payments, with the remaining balance of $67.5 million due upon maturity on May 31, 2024. On November 8, 2021, the Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Second Amendment (the “Second Amendment”) to the 2019 Credit Agreement. The Second Amendment amended the 2019 Credit Agreement to, among other modifications, decrease the interest margins and LIBOR floor applicable to the 2020 Term Loan. F- 17 Table of Contents On August 29, 2022, 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 2019 Credit Agreement. The Third Amendment amended the 2019 Credit Agreement (the 2019 Credit Agreement, as amended by the First Amendment, the Second Amendment, and the Third Amendment, the “Existing Credit Agreement”) to modify certain financial covenants. On June 27, 2023, 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 Amended and Restated Credit Agreement (the “Third Amended Credit Agreement”) to, among other modifications: (i) increase the amount of the outstanding term loan from approximately $150 million to $200 million, (ii) decrease the amount of the commitments in respect of the revolving credit facility from $250 million to $225 million, (iii) extend the maturity date of the outstanding term loan and the revolving credit facilities by approximately 48 months to June 27, 2028, and (iv) increase the applicable interest rate margins for SOFR and base rate loans by 25 basis points. For each borrowing under the Third Amended Credit Agreement, the Company may elect that such borrowing bear interest at an annual rate equal to either: (1) a base rate plus an applicable margin varying based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5%, and (c) an adjusted SOFR rate plus an applicable margin varying based on the Company’s consolidated leverage ratio. The adjusted SOFR rate includes a credit spread adjustment of 0.10% for all interest periods. The Third Amended Credit Agreement requires that while any borrowings or commitments are outstanding the Company comply with certain financial covenants and affirmative covenants as well as certain negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, incur additional indebtedness, make certain investments and make certain restricted payments. The Company was in compliance with these covenants as of June 30, 2024. The Third Amended Credit Agreement is secured by substantially all of the assets of the Company. On August 20, 2020, the Company, the Subsidiary Guarantors, JPMorgan Chase Bank, N.A. as administrative agent, and a group of lenders entered into a First Amendment (the “First Amendment”) to the 2019 Credit Agreement. The First Amendment amends the 2019 Credit Agreement to, among other modifications, (i) increase the aggregate principal amount of the existing Revolver commitments from $200.0 million to $250.0 million, (ii) establish a new tranche of term A-1 loans in an aggregate principal amount of $100.0 million (the “2020 Term Loan”), (iii) increase the working capital sublimit with respect to the Revolver from $175.0 million to $200.0 million, and (iv) increase the seasonally-reduced Revolver commitments from $100.0 million to $125.0 million for the period from January 1 through August 1 for each fiscal year of the Company. The 2020 Term Loan will mature on May 31, 2024. Proceeds of the borrowing under the 2020 Term Loan may be used for working capital and general corporate purposes of the Company and its subsidiaries, subject to certain restrictions. The 2020 Term Loan is payable in 15 quarterly installments of principal and interest beginning on September 27, 2020, with escalating principal payments, at the rate of 5.0% per annum for the first four payments, and 10.0% per annum for the remaining 11 payments, with the remaining balance of $67.5 million due upon maturity. On November 8, 2021, the Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Second Amendment (the “Second Amendment”) to the 2019 Credit Agreement. The Second Amendment amended the 2019 Credit Agreement to, among other modifications, decrease the interest margins and LIBOR floor applicable to the 2020 Term Loan. Subsequent to year-end, on August 29, 2022, 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 2019 Credit Agreement. The Third Amendment amends the 2019 Credit Agreement (the 2019 Credit Agreement, as amended by the First Amendment, the Second Amendment, and the Third Amendment, the “Existing Credit Agreement”) to, among other modifications, (A) alter the financial maintenance covenants set forth therein by (1) increasing the required maximum consolidated leverage ratio, for the reference period ending October 2, 2022, from 3.25 to 1.00 to 4.25 to 1.00 and (2) decreasing the required minimum consolidated fixed charge coverage ratio, for the reference periods ending October 2, 2022, January 1, 2023, and April 2, 2023, from 1.50 to 1.00 to 1.00 to 1.00 and (B) increase the amount of certain capital expenditures that may be disregarded for purposes of calculating the consolidated fixed charge coverage ratio from $25.0 million to $35.0 million. The Existing Credit Agreement requires that while any borrowings or commitments are outstanding the Company comply with certain financial covenants and affirmative covenants as well as certain negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, incur additional indebtedness, make certain investments and make certain restricted payments. The Company was in compliance with these covenants as of July 3, 2022. The Existing Credit Agreement is secured by substantially all of the assets of the Company. Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer Service Center functions, as well as Stock-Based Compensation. In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions, other than those of the Customer Service Center, which are allocated directly to the above categories based upon usage, are included within corporate expenses as they are not directly allocable to a specific segment. 00010848692023-07-032024-06-30 iso4217:USD 00010848692023-12-31 xbrli:shares 0001084869us-gaap:CommonClassAMember2024-08-30 0001084869us-gaap:CommonClassBMember2024-08-30 thunderdome:item 00010848692024-06-30 00010848692023-07-02 iso4217:USDxbrli:shares 0001084869us-gaap:CommonClassAMember2024-06-30 0001084869us-gaap:CommonClassAMember2023-07-02 0001084869us-gaap:CommonClassBMember2024-06-30 0001084869us-gaap:CommonClassBMember2023-07-02 00010848692022-07-042023-07-02 00010848692021-06-282022-07-03 0001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-06-27 0001084869us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-06-27 0001084869us-gaap:AdditionalPaidInCapitalMember2021-06-27 0001084869us-gaap:RetainedEarningsMember2021-06-27 0001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-27 0001084869us-gaap:TreasuryStockCommonMember2021-06-27 00010848692021-06-27 0001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-06-282022-07-03 0001084869us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-06-282022-07-03 0001084869us-gaap:AdditionalPaidInCapitalMember2021-06-282022-07-03 0001084869us-gaap:RetainedEarningsMember2021-06-282022-07-03 0001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-282022-07-03 0001084869us-gaap:TreasuryStockCommonMember2021-06-282022-07-03 0001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-07-03 0001084869us-gaap:CommonClassBMemberus-gaap:CommonStockMember2022-07-03 0001084869us-gaap:AdditionalPaidInCapitalMember2022-07-03 0001084869us-gaap:RetainedEarningsMember2022-07-03 0001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-03 0001084869us-gaap:TreasuryStockCommonMember2022-07-03 00010848692022-07-03 0001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-07-042023-07-02 0001084869us-gaap:CommonClassBMemberus-gaap:CommonStockMember2022-07-042023-07-02 0001084869us-gaap:AdditionalPaidInCapitalMember2022-07-042023-07-02 0001084869us-gaap:RetainedEarningsMember2022-07-042023-07-02 0001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-042023-07-02 0001084869us-gaap:TreasuryStockCommonMember2022-07-042023-07-02 0001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2023-07-02 0001084869us-gaap:CommonClassBMemberus-gaap:CommonStockMember2023-07-02 0001084869us-gaap:AdditionalPaidInCapitalMember2023-07-02 0001084869us-gaap:RetainedEarningsMember2023-07-02 0001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-02 0001084869us-gaap:TreasuryStockCommonMember2023-07-02 0001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2023-07-032024-06-30 0001084869us-gaap:CommonClassBMemberus-gaap:CommonStockMember2023-07-032024-06-30 0001084869us-gaap:AdditionalPaidInCapitalMember2023-07-032024-06-30 0001084869us-gaap:RetainedEarningsMember2023-07-032024-06-30 0001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-032024-06-30 0001084869us-gaap:TreasuryStockCommonMember2023-07-032024-06-30 0001084869us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-06-30 0001084869us-gaap:CommonClassBMemberus-gaap:CommonStockMember2024-06-30 0001084869us-gaap:AdditionalPaidInCapitalMember2024-06-30 0001084869us-gaap:RetainedEarningsMember2024-06-30 0001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-30 0001084869us-gaap:TreasuryStockCommonMember2024-06-30 utr:Y 0001084869us-gaap:BuildingAndBuildingImprovementsMembersrt:MinimumMember2024-06-30 0001084869us-gaap:BuildingAndBuildingImprovementsMembersrt:MaximumMember2024-06-30 0001084869us-gaap:LeaseholdImprovementsMembersrt:MinimumMember2024-06-30 0001084869us-gaap:LeaseholdImprovementsMembersrt:MaximumMember2024-06-30 0001084869us-gaap:FurnitureAndFixturesMembersrt:MinimumMember2024-06-30 0001084869us-gaap:FurnitureAndFixturesMembersrt:MaximumMember2024-06-30 0001084869us-gaap:SoftwareAndSoftwareDevelopmentCostsMembersrt:MinimumMember2024-06-30 0001084869us-gaap:SoftwareAndSoftwareDevelopmentCostsMembersrt:MaximumMember2024-06-30 0001084869flws:OrchardsInProductionAndLandImprovementsMembersrt:MinimumMember2024-06-30 0001084869flws:OrchardsInProductionAndLandImprovementsMembersrt:MaximumMember2024-06-30 0001084869srt:MinimumMember2024-06-30 0001084869srt:MaximumMember2024-06-30 0001084869us-gaap:EmployeeStockOptionMember2023-07-032024-06-30 0001084869us-gaap:EmployeeStockOptionMember2022-07-042023-07-02 0001084869us-gaap:EmployeeStockOptionMember2021-06-282022-07-03 0001084869us-gaap:RestrictedStockMember2023-07-032024-06-30 0001084869us-gaap:RestrictedStockMember2022-07-042023-07-02 0001084869us-gaap:RestrictedStockMember2021-06-282022-07-03 0001084869flws:CardIsleMember2024-04-032024-04-03 0001084869flws:CardIsleMember2024-04-03 0001084869flws:CardIsleMemberflws:ArtistContractsMember2024-04-03 0001084869flws:ThingsRememberedBrandMember2023-01-102023-01-10 0001084869flws:ThingsRememberedBrandMember2021-12-012022-11-30 0001084869flws:ThingsRememberedBrandMember2023-12-31 0001084869flws:ThingsRememberedBrandMemberus-gaap:TrademarksMember2023-12-31 0001084869flws:ThingsRememberedBrandMemberus-gaap:CustomerListsMember2023-12-31 0001084869flws:AlicesTableIncMember2021-12-312021-12-31 xbrli:pure 0001084869flws:AlicesTableIncMember2021-12-31 0001084869flws:AlicesTableIncMember2020-10-012021-09-30 0001084869flws:AlicesTableIncMember2023-01-01 0001084869flws:AlicesTableIncMemberus-gaap:TrademarksMember2023-01-01 0001084869flws:AlicesTableIncMemberus-gaap:CustomerListsMember2023-01-01 0001084869flws:VitalChoiceMember2021-10-272021-10-27 0001084869flws:VitalChoiceMember2020-01-012020-12-31 0001084869flws:VitalChoiceMember2021-10-27 0001084869flws:VitalChoiceMember2023-01-01 0001084869flws:VitalChoiceMember2021-10-282023-01-01 0001084869flws:VitalChoiceMemberus-gaap:CustomerListsMember2023-01-01 0001084869flws:VitalChoiceMemberus-gaap:TradeNamesMember2023-01-01 0001084869flws:ConsumerFloralMember2022-07-03 0001084869flws:BloomNetWireServiceMember2022-07-03 0001084869flws:GourmetFoodsAndGiftBasketsMember2022-07-03 0001084869flws:VitalChoiceMemberflws:ConsumerFloralMember2022-07-042023-07-02 0001084869flws:VitalChoiceMemberflws:BloomNetWireServiceMember2022-07-042023-07-02 0001084869flws:VitalChoiceMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-02 0001084869flws:VitalChoiceMember2022-07-042023-07-02 0001084869flws:AlicesTableIncMemberflws:ConsumerFloralMember2022-07-042023-07-02 0001084869flws:AlicesTableIncMemberflws:BloomNetWireServiceMember2022-07-042023-07-02 0001084869flws:AlicesTableIncMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-02 0001084869flws:AlicesTableIncMember2022-07-042023-07-02 0001084869flws:ThingsRememberedBrandMemberflws:ConsumerFloralMember2022-07-042023-07-02 0001084869flws:ThingsRememberedBrandMemberflws:BloomNetWireServiceMember2022-07-042023-07-02 0001084869flws:ThingsRememberedBrandMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-02 0001084869flws:ThingsRememberedBrandMember2022-07-042023-07-02 0001084869flws:ConsumerFloralMember2022-07-042023-07-02 0001084869flws:BloomNetWireServiceMember2022-07-042023-07-02 0001084869flws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-02 0001084869flws:ConsumerFloralMember2023-07-02 0001084869flws:BloomNetWireServiceMember2023-07-02 0001084869flws:GourmetFoodsAndGiftBasketsMember2023-07-02 0001084869flws:ThingsRememberedMemberflws:ConsumerFloralMember2023-07-032024-06-30 0001084869flws:ThingsRememberedMemberflws:BloomNetWireServiceMember2023-07-032024-06-30 0001084869flws:ThingsRememberedMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-30 0001084869flws:ThingsRememberedMember2023-07-032024-06-30 0001084869flws:CardIsleMemberflws:ConsumerFloralMember2023-07-032024-06-30 0001084869flws:CardIsleMemberflws:BloomNetWireServiceMember2023-07-032024-06-30 0001084869flws:CardIsleMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-30 0001084869flws:CardIsleMember2023-07-032024-06-30 0001084869flws:ConsumerFloralMember2024-06-30 0001084869flws:BloomNetWireServiceMember2024-06-30 0001084869flws:GourmetFoodsAndGiftBasketsMember2024-06-30 0001084869us-gaap:LicensingAgreementsMembersrt:MinimumMember2024-06-30 0001084869us-gaap:LicensingAgreementsMembersrt:MaximumMember2024-06-30 0001084869us-gaap:LicensingAgreementsMember2024-06-30 0001084869us-gaap:LicensingAgreementsMember2023-07-02 0001084869us-gaap:CustomerListsMembersrt:MinimumMember2024-06-30 0001084869us-gaap:CustomerListsMembersrt:MaximumMember2024-06-30 0001084869us-gaap:CustomerListsMember2024-06-30 0001084869us-gaap:CustomerListsMember2023-07-02 0001084869us-gaap:OtherIntangibleAssetsMembersrt:MinimumMember2024-06-30 0001084869us-gaap:OtherIntangibleAssetsMembersrt:MaximumMember2024-06-30 0001084869us-gaap:OtherIntangibleAssetsMember2024-06-30 0001084869us-gaap:OtherIntangibleAssetsMember2023-07-02 0001084869flws:GourmetFoodsAndGiftBasketsMember2023-04-02 00010848692023-01-022023-04-02 0001084869flws:GourmetFoodsAndGiftBasketsMember2023-01-022023-04-02 0001084869us-gaap:TrademarksMemberflws:GourmetFoodsAndGiftBasketsMember2023-01-022023-04-02 0001084869flws:PersonalizationMallMember2023-07-032023-12-31 0001084869us-gaap:LandMember2024-06-30 0001084869us-gaap:LandMember2023-07-02 0001084869flws:OrchardsInProductionAndLandImprovementsMember2024-06-30 0001084869flws:OrchardsInProductionAndLandImprovementsMember2023-07-02 0001084869us-gaap:BuildingAndBuildingImprovementsMember2024-06-30 0001084869us-gaap:BuildingAndBuildingImprovementsMember2023-07-02 0001084869us-gaap:LeaseholdImprovementsMember2024-06-30 0001084869us-gaap:LeaseholdImprovementsMember2023-07-02 0001084869us-gaap:EquipmentMember2024-06-30 0001084869us-gaap:EquipmentMember2023-07-02 0001084869us-gaap:FurnitureAndFixturesMember2024-06-30 0001084869us-gaap:FurnitureAndFixturesMember2023-07-02 0001084869flws:ComputerAndTelecommunicationEquipmentMember2024-06-30 0001084869flws:ComputerAndTelecommunicationEquipmentMember2023-07-02 0001084869us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2024-06-30 0001084869us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2023-07-02 0001084869flws:CapitalProjectsInProgressMember2024-06-30 0001084869flws:CapitalProjectsInProgressMember2023-07-02 0001084869us-gaap:LineOfCreditMember2024-06-30 0001084869us-gaap:LineOfCreditMember2023-07-02 0001084869flws:TermLoanMember2024-06-30 0001084869flws:TermLoanMember2023-07-02 0001084869flws:The2019CreditAgreementMemberflws:TermLoanMember2019-05-30 0001084869flws:The2019CreditAgreementMemberflws:TermLoanMember2019-05-31 0001084869flws:The2019CreditAgreementMemberflws:TermLoanMemberflws:LondonInterbankOfferedRateLibor1Member2019-05-312019-05-31 0001084869flws:The2019CreditAgreementMemberflws:TermLoanMember2019-05-312019-05-31 0001084869us-gaap:RevolvingCreditFacilityMemberflws:The2019CreditAgreementMember2019-05-312019-05-31 0001084869us-gaap:RevolvingCreditFacilityMemberflws:The2019CreditAgreementMember2019-05-31 0001084869flws:LineOfCreditAndTermLoanMemberus-gaap:FederalFundsEffectiveSwapRateMember2019-05-312019-05-31 0001084869flws:LineOfCreditAndTermLoanMemberflws:LondonInterbankOfferedRateLibor1Member2019-05-312019-05-31 0001084869us-gaap:RevolvingCreditFacilityMemberflws:The2020CreditAgreementMember2020-08-19 0001084869us-gaap:RevolvingCreditFacilityMemberflws:The2020CreditAgreementMember2020-08-20 0001084869flws:The2020CreditAgreementMemberflws:TheNewTermLoanMember2020-08-20 0001084869flws:The2020CreditAgreementMemberflws:TheNewTermLoanMember2021-09-282021-09-28 0001084869flws:The2020CreditAgreementMemberflws:TheNewTermLoanMember2021-09-282024-05-31 0001084869flws:The2020CreditAgreementMemberflws:TheNewTermLoanMember2023-06-26 0001084869flws:The2020CreditAgreementMemberflws:TheNewTermLoanMember2023-06-27 0001084869us-gaap:RevolvingCreditFacilityMemberflws:The2020CreditAgreementMember2023-06-26 0001084869us-gaap:RevolvingCreditFacilityMemberflws:The2020CreditAgreementMember2023-06-27 0001084869us-gaap:RevolvingCreditFacilityMemberflws:The2020CreditAgreementMemberus-gaap:BaseRateMember2023-06-272023-06-27 0001084869flws:LineOfCreditAndTermLoanMemberus-gaap:FederalFundsEffectiveSwapRateMember2023-06-272023-06-27 0001084869flws:LineOfCreditAndTermLoanMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-06-272023-06-27 0001084869flws:The2020CreditAgreementMemberflws:TheNewTermLoanMember2024-06-30 0001084869us-gaap:FairValueInputsLevel1Member2024-06-30 0001084869us-gaap:FairValueInputsLevel2Member2024-06-30 0001084869us-gaap:FairValueInputsLevel3Member2024-06-30 0001084869us-gaap:FairValueInputsLevel1Member2023-07-02 0001084869us-gaap:FairValueInputsLevel2Member2023-07-02 0001084869us-gaap:FairValueInputsLevel3Member2023-07-02 0001084869flws:ExpiringIn2027Member2024-06-30 0001084869us-gaap:StateAndLocalJurisdictionMemberflws:ExpiringIn2025Member2024-06-30 0001084869us-gaap:ForeignCountryMemberflws:ExpiringIn2034Member2024-06-30 0001084869us-gaap:StateAndLocalJurisdictionMember2024-06-30 0001084869us-gaap:ForeignCountryMember2024-06-30 0001084869us-gaap:DomesticCountryMember2023-07-032024-06-30 0001084869us-gaap:StateAndLocalJurisdictionMember2023-07-032024-06-30 0001084869us-gaap:ForeignCountryMember2023-07-032024-06-30 0001084869us-gaap:CommonClassAMember2022-07-042023-07-02 0001084869us-gaap:CommonClassAMember2021-06-282022-07-03 00010848692021-04-22 00010848692022-02-03 0001084869us-gaap:EmployeeStockOptionMember2023-07-032024-06-30 0001084869us-gaap:EmployeeStockOptionMember2022-07-042023-07-02 0001084869us-gaap:EmployeeStockOptionMember2021-06-282022-07-03 0001084869us-gaap:RestrictedStockMember2023-07-032024-06-30 0001084869us-gaap:RestrictedStockMember2022-07-042023-07-02 0001084869us-gaap:RestrictedStockMember2021-06-282022-07-03 0001084869us-gaap:SellingAndMarketingExpenseMember2023-07-032024-06-30 0001084869us-gaap:SellingAndMarketingExpenseMember2022-07-042023-07-02 0001084869us-gaap:SellingAndMarketingExpenseMember2021-06-282022-07-03 0001084869flws:TechnologyAndDevelopmentMember2023-07-032024-06-30 0001084869flws:TechnologyAndDevelopmentMember2022-07-042023-07-02 0001084869flws:TechnologyAndDevelopmentMember2021-06-282022-07-03 0001084869us-gaap:GeneralAndAdministrativeExpenseMember2023-07-032024-06-30 0001084869us-gaap:GeneralAndAdministrativeExpenseMember2022-07-042023-07-02 0001084869us-gaap:GeneralAndAdministrativeExpenseMember2021-06-282022-07-03 0001084869flws:ExercisePriceOf859Member2024-06-30 0001084869flws:ExercisePriceOf859Member2023-07-012024-06-30 0001084869flws:ExercisePriceOf1013Member2024-06-30 0001084869flws:ExercisePriceOf1013Member2023-07-012024-06-30 00010848692023-07-012024-06-30 0001084869us-gaap:EmployeeStockOptionMember2024-06-30 0001084869us-gaap:RestrictedStockMember2023-07-02 0001084869us-gaap:RestrictedStockMember2024-06-30 utr:M 0001084869us-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMembersrt:MaximumMember2023-07-032024-06-30 0001084869us-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMember2023-07-032024-06-30 0001084869us-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMember2022-07-042023-07-02 0001084869us-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMember2021-06-282022-07-03 0001084869us-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMember2024-06-30 0001084869us-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMember2023-07-02 0001084869us-gaap:InterestExpenseMember2023-07-032024-06-30 0001084869us-gaap:InterestExpenseMember2022-07-042023-07-02 0001084869us-gaap:InterestExpenseMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:ConsumerFloralAndGiftsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:ConsumerFloralAndGiftsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:ConsumerFloralAndGiftsMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:BloomNetMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:BloomNetMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:BloomNetMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:GourmetFoodsAndGiftBasketsMember2021-06-282022-07-03 0001084869us-gaap:CorporateNonSegmentMember2023-07-032024-06-30 0001084869us-gaap:CorporateNonSegmentMember2022-07-042023-07-02 0001084869us-gaap:CorporateNonSegmentMember2021-06-282022-07-03 0001084869us-gaap:IntersegmentEliminationMember2023-07-032024-06-30 0001084869us-gaap:IntersegmentEliminationMember2022-07-042023-07-02 0001084869us-gaap:IntersegmentEliminationMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:ConsumerFloralMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:ConsumerFloralMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:ConsumerFloralMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:BloomNetWireServiceMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:BloomNetWireServiceMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:BloomNetWireServiceMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:ConsumerFloralAndGiftsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:ConsumerFloralAndGiftsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:ConsumerFloralAndGiftsMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:BloomNetMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:BloomNetMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:BloomNetMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:GourmetFoodsAndGiftBasketsMember2021-06-282022-07-03 0001084869us-gaap:MaterialReconcilingItemsMemberflws:EcommerceMember2023-07-032024-06-30 0001084869us-gaap:MaterialReconcilingItemsMemberflws:EcommerceMember2022-07-042023-07-02 0001084869us-gaap:MaterialReconcilingItemsMemberflws:EcommerceMember2021-06-282022-07-03 0001084869flws:EcommerceMember2023-07-032024-06-30 0001084869flws:EcommerceMember2022-07-042023-07-02 0001084869flws:EcommerceMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2021-06-282022-07-03 0001084869us-gaap:MaterialReconcilingItemsMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-30 0001084869us-gaap:MaterialReconcilingItemsMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-02 0001084869us-gaap:MaterialReconcilingItemsMemberus-gaap:ProductAndServiceOtherMember2021-06-282022-07-03 0001084869us-gaap:ProductAndServiceOtherMember2023-07-032024-06-30 0001084869us-gaap:ProductAndServiceOtherMember2022-07-042023-07-02 0001084869us-gaap:ProductAndServiceOtherMember2021-06-282022-07-03 0001084869us-gaap:MaterialReconcilingItemsMember2023-07-032024-06-30 0001084869us-gaap:MaterialReconcilingItemsMember2022-07-042023-07-02 0001084869us-gaap:MaterialReconcilingItemsMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2021-06-282022-07-03 0001084869srt:ConsolidationEliminationsMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-30 0001084869srt:ConsolidationEliminationsMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-02 0001084869srt:ConsolidationEliminationsMemberflws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMember2021-06-282022-07-03 0001084869flws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-30 0001084869flws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-02 0001084869flws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2021-06-282022-07-03 0001084869srt:ConsolidationEliminationsMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-30 0001084869srt:ConsolidationEliminationsMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-02 0001084869srt:ConsolidationEliminationsMemberflws:WholesaleMemberus-gaap:ProductAndServiceOtherMember2021-06-282022-07-03 0001084869flws:WholesaleMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-30 0001084869flws:WholesaleMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-02 0001084869flws:WholesaleMemberus-gaap:ProductAndServiceOtherMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2021-06-282022-07-03 0001084869us-gaap:OperatingSegmentsMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-30 0001084869us-gaap:OperatingSegmentsMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-02 0001084869us-gaap:OperatingSegmentsMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2021-06-282022-07-03 0001084869srt:ConsolidationEliminationsMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-30 0001084869srt:ConsolidationEliminationsMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-02 0001084869srt:ConsolidationEliminationsMemberflws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMember2021-06-282022-07-03 0001084869flws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-30 0001084869flws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-02 0001084869flws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMember2021-06-282022-07-03 0001084869us-gaap:CorporateNonSegmentMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-30 0001084869us-gaap:CorporateNonSegmentMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-02 0001084869us-gaap:CorporateNonSegmentMemberus-gaap:ProductAndServiceOtherMember2021-06-282022-07-03 0001084869srt:ConsolidationEliminationsMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-30 0001084869srt:ConsolidationEliminationsMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-02 0001084869srt:ConsolidationEliminationsMemberus-gaap:ProductAndServiceOtherMember2021-06-282022-07-03 0001084869us-gaap:LetterOfCreditMember2024-06-30 0001084869us-gaap:LetterOfCreditMember2023-07-02 0001084869flws:HarrisoLawsuitMember2022-04-012022-04-30 0001084869us-gaap:SubsequentEventMember2024-07-012024-07-01 0001084869flws:SharffenBergerMemberus-gaap:SubsequentEventMember2024-07-012024-07-01 0001084869us-gaap:AllowanceForCreditLossMember2023-07-02 0001084869us-gaap:AllowanceForCreditLossMember2023-07-032024-06-30 0001084869us-gaap:AllowanceForCreditLossMember2024-06-30 0001084869us-gaap:AllowanceForCreditLossMember2022-07-03 0001084869us-gaap:AllowanceForCreditLossMember2022-07-042023-07-02 0001084869us-gaap:AllowanceForCreditLossMember2021-06-27 0001084869us-gaap:AllowanceForCreditLossMember2021-06-282022-07-03 0001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-07-02 0001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-07-032024-06-30 0001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-06-30 0001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-07-03 0001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-07-042023-07-02 0001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-06-27 0001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-06-282022-07-03 0001084869us-gaap:InventoryValuationReserveMember2023-07-02 0001084869us-gaap:InventoryValuationReserveMember2023-07-032024-06-30 0001084869us-gaap:InventoryValuationReserveMember2024-06-30 0001084869us-gaap:InventoryValuationReserveMember2022-07-03 0001084869us-gaap:InventoryValuationReserveMember2022-07-042023-07-02 0001084869us-gaap:InventoryValuationReserveMember2021-06-27 0001084869us-gaap:InventoryValuationReserveMember2021-06-282022-07-03

00010848692025FYfalse1 800 FLOWERS COM INCP3Yhttp://fasb.org/us-gaap/2024#ImpairmentOfIntangibleAssetsExcludingGoodwillhttp://fasb.org/us-gaap/2024#ImpairmentOfIntangibleAssetsExcludingGoodwilliso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pureflws:voteflws:yearflws:segment00010848692024-07-012025-06-2900010848692024-12-290001084869us-gaap:CommonClassAMember2025-08-290001084869us-gaap:CommonClassBMember2025-08-2900010848692025-03-312025-06-2900010848692025-06-2900010848692024-06-300001084869us-gaap:CommonClassAMember2024-06-300001084869us-gaap:CommonClassAMember2025-06-290001084869us-gaap:CommonClassBMember2024-06-300001084869us-gaap:CommonClassBMember2025-06-2900010848692023-07-032024-06-3000010848692022-07-042023-07-020001084869us-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-07-030001084869us-gaap:CommonStockMemberus-gaap:CommonClassBMember2022-07-030001084869us-gaap:AdditionalPaidInCapitalMember2022-07-030001084869us-gaap:RetainedEarningsMember2022-07-030001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-030001084869us-gaap:TreasuryStockCommonMember2022-07-0300010848692022-07-030001084869us-gaap:RetainedEarningsMember2022-07-042023-07-020001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-042023-07-020001084869us-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-07-042023-07-020001084869us-gaap:AdditionalPaidInCapitalMember2022-07-042023-07-020001084869us-gaap:CommonStockMemberus-gaap:CommonClassBMember2022-07-042023-07-020001084869us-gaap:TreasuryStockCommonMember2022-07-042023-07-020001084869us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-07-020001084869us-gaap:CommonStockMemberus-gaap:CommonClassBMember2023-07-020001084869us-gaap:AdditionalPaidInCapitalMember2023-07-020001084869us-gaap:RetainedEarningsMember2023-07-020001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-020001084869us-gaap:TreasuryStockCommonMember2023-07-0200010848692023-07-020001084869us-gaap:RetainedEarningsMember2023-07-032024-06-300001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-032024-06-300001084869us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-07-032024-06-300001084869us-gaap:AdditionalPaidInCapitalMember2023-07-032024-06-300001084869us-gaap:TreasuryStockCommonMember2023-07-032024-06-300001084869us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-06-300001084869us-gaap:CommonStockMemberus-gaap:CommonClassBMember2024-06-300001084869us-gaap:AdditionalPaidInCapitalMember2024-06-300001084869us-gaap:RetainedEarningsMember2024-06-300001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001084869us-gaap:TreasuryStockCommonMember2024-06-300001084869us-gaap:RetainedEarningsMember2024-07-012025-06-290001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012025-06-290001084869us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-07-012025-06-290001084869us-gaap:AdditionalPaidInCapitalMember2024-07-012025-06-290001084869us-gaap:TreasuryStockCommonMember2024-07-012025-06-290001084869us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-06-290001084869us-gaap:CommonStockMemberus-gaap:CommonClassBMember2025-06-290001084869us-gaap:AdditionalPaidInCapitalMember2025-06-290001084869us-gaap:RetainedEarningsMember2025-06-290001084869us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-290001084869us-gaap:TreasuryStockCommonMember2025-06-290001084869srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-06-290001084869srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-06-290001084869srt:MinimumMemberus-gaap:LeaseholdImprovementsMember2025-06-290001084869srt:MaximumMemberus-gaap:LeaseholdImprovementsMember2025-06-290001084869srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2025-06-290001084869srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2025-06-290001084869srt:MinimumMemberus-gaap:SoftwareAndSoftwareDevelopmentCostsMember2025-06-290001084869srt:MaximumMemberus-gaap:SoftwareAndSoftwareDevelopmentCostsMember2025-06-290001084869srt:MinimumMemberflws:ComputerAndTelecommunicationEquipmentMember2025-06-290001084869srt:MaximumMemberflws:ComputerAndTelecommunicationEquipmentMember2025-06-290001084869srt:MinimumMemberflws:OrchardsInProductionAndLandImprovementsMember2025-06-290001084869srt:MaximumMemberflws:OrchardsInProductionAndLandImprovementsMember2025-06-290001084869srt:MinimumMember2025-06-290001084869srt:MaximumMember2025-06-290001084869flws:WholesaleMember2024-07-012025-06-290001084869flws:BloomnetServicesMembersrt:MaximumMember2024-07-012025-06-290001084869flws:ScharffenBergerMember2024-07-012024-07-010001084869flws:ScharffenBergerMember2025-03-300001084869flws:CardIsleMember2024-04-032024-04-030001084869flws:CardIsleMember2024-12-290001084869flws:CardIsleMemberflws:ArtistContractsMember2024-12-290001084869flws:ThingsRememberedBrandMember2023-01-102023-01-100001084869flws:ThingsRememberedBrandMember2021-12-012022-11-300001084869flws:ThingsRememberedBrandMember2023-12-310001084869flws:ThingsRememberedBrandMemberus-gaap:TrademarksMember2023-12-310001084869flws:ThingsRememberedBrandMemberus-gaap:CustomerListsMember2023-12-310001084869us-gaap:LandMember2025-06-290001084869us-gaap:LandMember2024-06-300001084869flws:OrchardsInProductionAndLandImprovementsMember2025-06-290001084869flws:OrchardsInProductionAndLandImprovementsMember2024-06-300001084869us-gaap:BuildingAndBuildingImprovementsMember2025-06-290001084869us-gaap:BuildingAndBuildingImprovementsMember2024-06-300001084869us-gaap:LeaseholdImprovementsMember2025-06-290001084869us-gaap:LeaseholdImprovementsMember2024-06-300001084869us-gaap:EquipmentMember2025-06-290001084869us-gaap:EquipmentMember2024-06-300001084869us-gaap:FurnitureAndFixturesMember2025-06-290001084869us-gaap:FurnitureAndFixturesMember2024-06-300001084869flws:ComputerAndTelecommunicationEquipmentMember2025-06-290001084869flws:ComputerAndTelecommunicationEquipmentMember2024-06-300001084869us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2025-06-290001084869us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2024-06-300001084869flws:CapitalProjectsInProgressMember2025-06-290001084869flws:CapitalProjectsInProgressMember2024-06-300001084869flws:ConsumerFloralAndGiftsMember2023-07-020001084869flws:BloomNetMember2023-07-020001084869flws:GourmetFoodsAndGiftBasketsMember2023-07-020001084869flws:ConsumerFloralAndGiftsMember2023-07-032024-06-300001084869flws:BloomNetMember2023-07-032024-06-300001084869flws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-300001084869flws:ConsumerFloralAndGiftsMember2024-06-300001084869flws:BloomNetMember2024-06-300001084869flws:GourmetFoodsAndGiftBasketsMember2024-06-300001084869flws:ConsumerFloralAndGiftsMember2024-07-012025-06-290001084869flws:BloomNetMember2024-07-012025-06-290001084869flws:GourmetFoodsAndGiftBasketsMember2024-07-012025-06-290001084869flws:ConsumerFloralAndGiftsMember2025-06-290001084869flws:BloomNetMember2025-06-290001084869flws:GourmetFoodsAndGiftBasketsMember2025-06-290001084869flws:ConsumerFloralAndGiftsMember2025-06-290001084869flws:GourmetFoodsAndGiftBasketsMember2025-06-290001084869us-gaap:LicensingAgreementsMembersrt:MinimumMember2025-06-290001084869us-gaap:LicensingAgreementsMembersrt:MaximumMember2025-06-290001084869us-gaap:LicensingAgreementsMember2025-06-290001084869us-gaap:LicensingAgreementsMember2024-06-300001084869us-gaap:CustomerListsMembersrt:MinimumMember2025-06-290001084869us-gaap:CustomerListsMembersrt:MaximumMember2025-06-290001084869us-gaap:CustomerListsMember2025-06-290001084869us-gaap:CustomerListsMember2024-06-300001084869us-gaap:OtherIntangibleAssetsMembersrt:MinimumMember2025-06-290001084869us-gaap:OtherIntangibleAssetsMembersrt:MaximumMember2025-06-290001084869us-gaap:OtherIntangibleAssetsMember2025-06-290001084869us-gaap:OtherIntangibleAssetsMember2024-06-3000010848692023-01-022023-04-0200010848692023-10-022023-12-3100010848692025-03-3000010848692024-12-302025-03-300001084869us-gaap:LineOfCreditMember2025-06-290001084869us-gaap:LineOfCreditMember2024-06-300001084869flws:TermLoanMember2025-06-290001084869flws:TermLoanMember2024-06-300001084869flws:The2020CreditAgreementMemberflws:TheNewTermLoanMember2023-06-270001084869flws:The2020CreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2023-06-270001084869flws:The2020CreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMember2023-06-272023-06-270001084869flws:The2020CreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMember2023-06-272023-06-270001084869flws:CreditAgreementMemberus-gaap:SecuredOvernightFinancingRateSofrMember2025-05-062025-05-060001084869flws:CreditAgreementMemberus-gaap:BaseRateMember2025-05-062025-05-060001084869flws:CreditAgreementMember2025-05-062025-05-060001084869flws:CreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2025-05-060001084869flws:LineOfCreditAndTermLoanMemberus-gaap:FederalFundsEffectiveSwapRateMember2023-06-272023-06-270001084869flws:LineOfCreditAndTermLoanMemberus-gaap:SecuredOvernightFinancingRateSofrMember2023-06-272023-06-270001084869flws:CreditAgreementMemberflws:LineOfCreditAndTermLoanMember2024-07-012025-06-290001084869flws:CreditAgreementMemberflws:TheNewTermLoanMember2023-09-290001084869flws:CreditAgreementMemberflws:TheNewTermLoanMember2024-09-302024-12-290001084869flws:CreditAgreementMemberflws:TheNewTermLoanMember2025-05-062025-05-060001084869flws:CreditAgreementMemberflws:TheNewTermLoanMember2025-05-060001084869flws:The2020CreditAgreementMemberflws:TheNewTermLoanMember2025-06-290001084869us-gaap:FairValueInputsLevel1Member2025-06-290001084869us-gaap:FairValueInputsLevel2Member2025-06-290001084869us-gaap:FairValueInputsLevel3Member2025-06-290001084869us-gaap:FairValueInputsLevel1Member2024-06-300001084869us-gaap:FairValueInputsLevel2Member2024-06-300001084869us-gaap:FairValueInputsLevel3Member2024-06-300001084869us-gaap:DomesticCountryMember2025-06-290001084869us-gaap:StateAndLocalJurisdictionMember2025-06-290001084869us-gaap:ForeignCountryMember2025-06-290001084869us-gaap:ResearchMember2025-06-290001084869flws:WorkOpportunityTaxCreditCarryforwardMember2025-06-290001084869flws:ImpairmentLossesMember2024-07-012025-06-290001084869us-gaap:CommonClassAMember2023-07-032024-06-300001084869us-gaap:CommonClassBMember2023-07-032024-06-300001084869us-gaap:CommonClassBMember2024-07-012025-06-290001084869us-gaap:CommonClassAMember2024-07-012025-06-290001084869us-gaap:CommonClassBMember2022-07-042023-07-020001084869us-gaap:CommonClassAMember2022-07-042023-07-0200010848692021-04-2200010848692022-02-030001084869us-gaap:EmployeeStockOptionMember2024-07-012025-06-290001084869us-gaap:EmployeeStockOptionMember2023-07-032024-06-300001084869us-gaap:EmployeeStockOptionMember2022-07-042023-07-020001084869us-gaap:RestrictedStockMember2024-07-012025-06-290001084869us-gaap:RestrictedStockMember2023-07-032024-06-300001084869us-gaap:RestrictedStockMember2022-07-042023-07-020001084869us-gaap:SellingAndMarketingExpenseMember2024-07-012025-06-290001084869us-gaap:SellingAndMarketingExpenseMember2023-07-032024-06-300001084869us-gaap:SellingAndMarketingExpenseMember2022-07-042023-07-020001084869flws:TechnologyAndDevelopmentMember2024-07-012025-06-290001084869flws:TechnologyAndDevelopmentMember2023-07-032024-06-300001084869flws:TechnologyAndDevelopmentMember2022-07-042023-07-020001084869us-gaap:GeneralAndAdministrativeExpenseMember2024-07-012025-06-290001084869us-gaap:GeneralAndAdministrativeExpenseMember2023-07-032024-06-300001084869us-gaap:GeneralAndAdministrativeExpenseMember2022-07-042023-07-020001084869us-gaap:EmployeeStockOptionMember2025-06-290001084869us-gaap:RestrictedStockMember2024-06-300001084869us-gaap:RestrictedStockMember2025-06-290001084869srt:MaximumMemberus-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMember2024-07-012025-06-290001084869us-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMember2023-07-032024-06-300001084869us-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMember2024-07-012025-06-290001084869us-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMember2022-07-042023-07-020001084869us-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMember2025-06-290001084869us-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMember2024-06-300001084869us-gaap:LetterOfCreditMember2025-06-290001084869us-gaap:LetterOfCreditMember2024-06-300001084869us-gaap:OperatingSegmentsMemberflws:ConsumerFloralAndGiftsMember2024-07-012025-06-290001084869us-gaap:OperatingSegmentsMemberflws:BloomNetMember2024-07-012025-06-290001084869us-gaap:OperatingSegmentsMemberflws:GourmetFoodsAndGiftBasketsMember2024-07-012025-06-290001084869us-gaap:OperatingSegmentsMember2024-07-012025-06-290001084869us-gaap:CorporateNonSegmentMember2024-07-012025-06-290001084869us-gaap:IntersegmentEliminationMember2024-07-012025-06-290001084869us-gaap:OperatingSegmentsMemberflws:ConsumerFloralAndGiftsMember2023-07-032024-06-300001084869us-gaap:OperatingSegmentsMemberflws:BloomNetMember2023-07-032024-06-300001084869us-gaap:OperatingSegmentsMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-300001084869us-gaap:OperatingSegmentsMember2023-07-032024-06-300001084869us-gaap:CorporateNonSegmentMember2023-07-032024-06-300001084869us-gaap:IntersegmentEliminationMember2023-07-032024-06-300001084869us-gaap:OperatingSegmentsMemberflws:ConsumerFloralAndGiftsMember2022-07-042023-07-020001084869us-gaap:OperatingSegmentsMemberflws:BloomNetMember2022-07-042023-07-020001084869us-gaap:OperatingSegmentsMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-020001084869us-gaap:OperatingSegmentsMember2022-07-042023-07-020001084869us-gaap:CorporateNonSegmentMember2022-07-042023-07-020001084869us-gaap:IntersegmentEliminationMember2022-07-042023-07-020001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:ConsumerFloralAndGiftsMember2024-07-012025-06-290001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:ConsumerFloralAndGiftsMember2023-07-032024-06-300001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:ConsumerFloralAndGiftsMember2022-07-042023-07-020001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:BloomNetMember2024-07-012025-06-290001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:BloomNetMember2023-07-032024-06-300001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:BloomNetMember2022-07-042023-07-020001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:GourmetFoodsAndGiftBasketsMember2024-07-012025-06-290001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-300001084869us-gaap:OperatingSegmentsMemberflws:EcommerceMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-020001084869flws:EcommerceMember2024-07-012025-06-290001084869flws:EcommerceMember2023-07-032024-06-300001084869flws:EcommerceMember2022-07-042023-07-020001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2024-07-012025-06-290001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2023-07-032024-06-300001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2022-07-042023-07-020001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2024-07-012025-06-290001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2023-07-032024-06-300001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2022-07-042023-07-020001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2024-07-012025-06-290001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-300001084869us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-020001084869flws:CorporateAndEliminationsMemberus-gaap:ProductAndServiceOtherMember2024-07-012025-06-290001084869flws:CorporateAndEliminationsMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-300001084869flws:CorporateAndEliminationsMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-020001084869us-gaap:ProductAndServiceOtherMember2024-07-012025-06-290001084869us-gaap:ProductAndServiceOtherMember2023-07-032024-06-300001084869us-gaap:ProductAndServiceOtherMember2022-07-042023-07-020001084869flws:CorporateAndEliminationsMember2024-07-012025-06-290001084869flws:CorporateAndEliminationsMember2023-07-032024-06-300001084869flws:CorporateAndEliminationsMember2022-07-042023-07-020001084869flws:RetailAndOtherMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2024-07-012025-06-290001084869flws:RetailAndOtherMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2023-07-032024-06-300001084869flws:RetailAndOtherMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:ConsumerFloralAndGiftsMember2022-07-042023-07-020001084869flws:RetailAndOtherMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2024-07-012025-06-290001084869flws:RetailAndOtherMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-300001084869flws:RetailAndOtherMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-020001084869flws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMember2024-07-012025-06-290001084869flws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-300001084869flws:RetailAndOtherMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-020001084869flws:WholesaleMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2024-07-012025-06-290001084869flws:WholesaleMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2023-07-032024-06-300001084869flws:WholesaleMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2022-07-042023-07-020001084869flws:WholesaleMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2024-07-012025-06-290001084869flws:WholesaleMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2023-07-032024-06-300001084869flws:WholesaleMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:GourmetFoodsAndGiftBasketsMember2022-07-042023-07-020001084869flws:WholesaleMemberus-gaap:ProductAndServiceOtherMember2024-07-012025-06-290001084869flws:WholesaleMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-300001084869flws:WholesaleMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-020001084869flws:BloomnetServicesMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2024-07-012025-06-290001084869flws:BloomnetServicesMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2023-07-032024-06-300001084869flws:BloomnetServicesMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMemberflws:BloomNetMember2022-07-042023-07-020001084869flws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMember2024-07-012025-06-290001084869flws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-300001084869flws:BloomnetServicesMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-020001084869us-gaap:CorporateNonSegmentMemberus-gaap:ProductAndServiceOtherMember2024-07-012025-06-290001084869us-gaap:CorporateNonSegmentMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-300001084869us-gaap:CorporateNonSegmentMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-020001084869us-gaap:IntersegmentEliminationMemberus-gaap:ProductAndServiceOtherMember2024-07-012025-06-290001084869us-gaap:IntersegmentEliminationMemberus-gaap:ProductAndServiceOtherMember2023-07-032024-06-300001084869us-gaap:IntersegmentEliminationMemberus-gaap:ProductAndServiceOtherMember2022-07-042023-07-020001084869us-gaap:AllowanceForCreditLossMember2024-06-300001084869us-gaap:AllowanceForCreditLossMember2024-07-012025-06-290001084869us-gaap:AllowanceForCreditLossMember2025-06-290001084869us-gaap:AllowanceForCreditLossMember2023-07-020001084869us-gaap:AllowanceForCreditLossMember2023-07-032024-06-300001084869us-gaap:AllowanceForCreditLossMember2022-07-030001084869us-gaap:AllowanceForCreditLossMember2022-07-042023-07-020001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-06-300001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-07-012025-06-290001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2025-06-290001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-07-020001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-07-032024-06-300001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-07-030001084869us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-07-042023-07-020001084869us-gaap:InventoryValuationReserveMember2024-06-300001084869us-gaap:InventoryValuationReserveMember2024-07-012025-06-290001084869us-gaap:InventoryValuationReserveMember2025-06-290001084869us-gaap:InventoryValuationReserveMember2023-07-020001084869us-gaap:InventoryValuationReserveMember2023-07-032024-06-300001084869us-gaap:InventoryValuationReserveMember2022-07-030001084869us-gaap:InventoryValuationReserveMember2022-07-042023-07-02

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 3029, ~~2024~~2025

☐o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-26841

1-800-FLOWERS.COM, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	11-3117311 (I.R.S. Employer Identification No.)
Delaware		11-3117311
Two Jericho Plaza, Suite 200, Jericho, NY 11753 (Address of principal executive offices) (Zip code)	(516) 237-6000 (Registrant’s telephone number, including area code)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Two Jericho Plaza, Suite 200, Jericho, NY 11753		(516) 237-6000
(Address of principal executive offices) (Zip code)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A common stock	FLWS	The Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ o No ☒x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes ☐ o No ☒x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No ☐ o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒x No ☐ o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐o Large accelerated filer ☒x Accelerated filer ☐o Non-accelerated filer ☐o Smaller reporting company ☐o Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ o No ☒x

The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the closing price as of the last business day of the registrant’s most recently completed second fiscal quarter, December 3129, ~~2023~~2024, was approximately $~~277~~191,~~351~~511,000. The registrant has no non-voting common stock.

3736,~~152~~550,~~140~~679

(Number of shares of class A common stock outstanding as of August 30 29, ~~2024~~2025)

27,068,221

(Number of shares of class B common stock outstanding as of August 30 29, ~~2024~~2025)

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Registrant’s Definitive Proxy Statement for the ~~2024~~ 2025 Annual Meeting of Stockholders (the Definitive Proxy Statement) are incorporated by reference into Part III of this Report.

Table of Contents

1-800-FLOWERS.COM, INC.

FORM 10-K

For the fiscal year ended June 30 29, ~~2024~~2025

TABLE OF CONTENTS

Part I.
Item 1.	~~Business~~	1	Business	1
Item 1A.	~~Risk Factors~~	9	Risk Factors	10
Item 1B.	~~Unresolved Staff Comments~~	17	Unresolved Staff Comments	20
Item 1C.	~~Cybersecurity~~	18	Cybersecurity	20
Item 2.	~~Properties~~	19	Properties	22
Item 3.	~~Legal Proceedings~~	19	Legal Proceedings	22
Item 4.	~~Mine Safety Disclosures~~	19	Mine Safety Disclosures	22
Part II.
Item 5.	~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~	20	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6.	~~Reserved~~	22	Reserved	25
Item 7.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	22	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A.	~~Quantitative and Qualitative Disclosures about Market Risk~~	39	Quantitative and Qualitative Disclosures about Market Risk	41
Item 8.	~~Financial Statements and Supplementary Data~~	39	Financial Statements and Supplementary Data	41
Item 9.	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~	39	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	41
Item 9A.	~~Controls and Procedures~~	39	Controls and Procedures	41
Item 9B.	~~Other Information~~	41	Other Information	44
Item 9C.	~~Disclosure Regarding Foreign Jurisdictions That Prevent Inspections~~	41	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	44
Part III.
Item 10.	~~Directors, Executive Officers and Corporate Governance~~	41	Directors, Executive Officers and Corporate Governance	44
Item 11.	~~Executive Compensation~~	41	Executive Compensation	44
Item 12.	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~	41	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44
Item 13.	~~Certain Relationships and Related Transactions, and Director Independence~~	41	Certain Relationships and Related Transactions, and Director Independence	44
Item 14.	~~Principal Accounting Fees and Services~~	41	Principal Accounting Fees and Services	44
Part IV.
Item 15.	~~Exhibits and Financial Statement Schedules~~	42	Exhibits and Financial Statement Schedules	45
Item 16.	~~Form 10-K Summary~~	42	Form 10-K Summary	47
Signatures		43		48

Table of Contents

PART I

Item 1. BUSINESS

The Company

1-800-FLOWERS.COM, Inc. and its subsidiaries (collectively, the “Company”) is a leading provider of ~~gifts~~thoughtful expressions designed to help inspire customers to ~~give~~share more, connect more, and build more and better relationships. The Company’s e-commerce business platform features our all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s Cookies®, Harry & David®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®, Things Remembered®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery®, Vital Choice®, Scharffen Berger®, and Simply Chocolate®. Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service charge on eligible products across our portfolio of brands, the Company strives to deepen relationships with customers. The Company also operates BloomNet®, an international floral and gift industry service provider offering a broad range of products and services designed to help its members grow their businesses profitably; Napco℠, a resource for floral gifts and seasonal décor; DesignPac Gifts, LLC, a manufacturer of gift baskets and towers; Alice’s Table®, a lifestyle business offering fully digital on demand floral, culinary and other experiences to guests across the country; and Card Isle®, an e-commerce greeting card service.

Shares in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ Global Select Market, ticker symbol: FLWS.

References in this Annual Report on Form 10-K to “1-800-FLOWERS.COM” and the “Company” refer to 1-800-FLOWERS.COM, Inc. and its subsidiaries. The Company’s principal offices are located at Two Jericho Plaza, Suite 200, Jericho, NY 11753 and its telephone number at that location is (516) 237-6000.

Narrative Description of Business

The Origins of 1-800-FLOWERS.COM

The Company’s operations began in 1976 when James F. McCann, the Company’s founder and current Executive Chairman of the Board of Directors ~~and Chief Executive Officer~~, acquired a single retail florist in New York City, which he subsequently expanded to a 14-store chain. Thereafter, the Company modified its business strategy to take advantage of the rapid emergence of toll-free calling. The Company acquired the right to use the toll-free telephone number 1-800-FLOWERS, adopted it as its corporate identity and began to aggressively build a national brand around it.

The Company’s Strategy

The Company’s objective is to be the leading authority on thoughtful gifting, to serve an expanding range of our customers’ celebratory needs, thereby helping our customers express themselves and connect with the important people in their lives. The Company will continue to build on the trusted relationships with our customers by providing them with ease of access, tasteful and appropriate gifts, and superior service. By engaging with our customers, we help to inspire more human expression and connection – sentiments that are more important than ever in the current environment.

The Company ~~generates~~believes ~~more~~that ~~than $~~1-800-FLOWERS.8COM® ~~billion~~is one of the most recognized brands in ~~revenue~~the floral and gift industries. The strength of its brand has enabled the Company to extend its product offerings beyond the floral category into complementary products, ~~operating~~which ininclude gourmet popcorn, cookies and related baked and snack food products, premium chocolate and confections, wine gifts, gourmet gift baskets, fruit arrangements, and gift-quality fruit baskets, dipped berries, steaks, chops, seafood and prepared meals, as well as an extensive selection of personalized products. On January 10, 2023, the Company completed its acquisition of certain assets of the Things Remembered® brand, a ~~total~~complete ~~addressable~~online ~~market~~gifting and personalization destination renowned for its men’s and women’s jewelry, drinkware, home décor, business gifts and awards, and wedding essentials, which was integrated into the Personalization Mall® brand. On April 3, 2024, the Company completed its acquisition of ~Card ~~$130~~Isle, ~~billion~~an e-commerce greeting card company, ~~with~~expanding ~~growing~~the Company’s presence in the greeting card category across its brands. On July 1, ~~market~~2024, ~~leading~~the ~~positions~~Company acquired Scharffen Berger®, a manufacturer of giftable premium chocolate and specialty treats, expanding the Company's product offerings in the Gourmet ~~Food~~Foods & Gift Baskets segment. This extended line of gift offerings helps our customers with their celebratory occasions and will enable the Company to increase the purchase frequency and average order value for existing customers who have come to trust the 1-800-FLOWERS.COM brand, ~~Floral~~as well as continue to attract new customers. The platform that the Company has built allows it to expand rapidly into new product categories using a “marketplace” concept, providing its customers with a wider selection of solutions to help them express, connect and ~~Personalized~~celebrate ~~Gifts~~for all occasions and recipients – including themselves.

The Company believes that 1-800-FLOWERS.COM® is one of the most recognized brands in the floral and gift industries. The strength of its brand has enabled the Company to extend its product offerings beyond the floral category into complementary products, which include gourmet popcorn, cookies and related baked and snack food products, premium chocolate and confections, wine gifts, gourmet gift baskets, fruit bouquet arrangements, and gift-quality fruit baskets, dipped berries, steaks, chops and prepared meals, as well as an extensive selection of personalized products. On October 27, 2021, the Company acquired Vital Choice Seafood LLC (“Vital Choice”), a purveyor of wild-caught seafood and sustainably farmed shellfish, pastured proteins, and organic foods. On December 31, 2021, the Company acquired Alice’s Table® to supplement our product portfolio with lifestyle offerings, including fully digital on demand floral, culinary and other experiences to guests across the country. On January 10, 2023, the Company completed its acquisition of certain assets of the Things Remembered® brand, a complete online gifting and personalization destination renowned for its men’s and women’s jewelry, drinkware, home décor, business gifts and awards, and wedding essentials, which was fully integrated into the Personalization Mall® brand. On April 3, 2024, the Company completed its acquisition of Card Isle, an e-commerce greeting card company, expanding the Company’s presence in the greeting card category across all brands. On July 1, 2024, the Company acquired Scharffen Berger®, a manufacturer of giftable premium chocolate and specialty treats, expanding the Company's product offerings in the Gourmet Foods & Gift Basket segment. This extended line of gift offerings helps our customers with their celebratory occasions and will enable the Company to increase the purchase frequency and average order value for existing customers who have come to trust the 1-800-FLOWERS.COM brand, as well as continue to attract new customers.

The Company’s consolidated customer database and multi-brand website is designed to dynamically engage our customers, further enhancing the Company’s position as a leading, one-stop destination for our customers’ gifting and celebratory needs. The Company is focused on deepening relationships with its customers through content and community and are focused on inspiring our customers to give more and to build better and more meaningful relationships. We have a large customer file, with increasing frequency from existing customers, including 1.1 million Celebrations Passport members who, along with our multi-brand customers, represent our best customer cohorts in terms of frequency, retention and average spend, and thus customer lifetime value. Celebrations Passport and multi-brand customers frequency is 2x to 3x other customers. Multi-brand customers and Celebrations Passport members represent approximately 20% of customers and approximately 40% of revenue.

As part of the Company’s continuing effort to serve the thoughtful gifting needs of our customers, and leverage its business platform, the Company continues to execute its vision to build a “Celebratory Ecosystem”, including a collection of premium gifting brands, and an increasing suite of products and services designed to help our customers deliver smiles to the important people in their lives.

The platform that the Company has built allows it to expand rapidly into new product categories using a “marketplace” concept, providing its customers with a wider selection of solutions to help them express, connect and celebrate for all occasions and recipients – including themselves.

As such, the Company has transformed from a floral-based specialty retailer with multiple-brand add-ons into an e-commerce platform built for growth. We have created a highly scalable platform that enables solid top and bottom-line growth over the long term and expanding market-share positions. In addition, the Company has been successful in identifying, executing and integrating accretive acquisitions supported by a strong balance sheet.

A summary of the Company’s significant brands and/or businesses follows:

Table of Contents

CONSUMER FLORAL & GIFTS SEGMENT
	Direct-to-consumer, multi-channel provider of fresh flowers, plants, fruit and gift basket products, balloons, candles, keepsake gifts, jewelry and plush stuffed animals.
	Direct-to-consumer, multi-channel provider of artistically carved fresh fruit arrangements.
	Franchisor and operator of retail flower shops, acquired in August 2011.
	Direct-to-consumer provider of fresh flowers, plants, fruits and gift baskets.
	E-commerce provider of personalized gifts and keepsakes, acquired in August 2020.
	E-commerce provider of personalized gifts and keepsakes, which operations are integrated within the PersonalizationMall.com brand, acquired in January 2023.
	Provider of lifestyle offerings, including fully digital on demand floral, culinary and other experiences to guests across the country, acquired in December 2021.
BLOOMNET SEGMENT
	Provider of products and services to the professional florist.
	Wholesale merchandiser and marketer of floral industry and related products, acquired in July 2008.
	Provider of digital and physical greeting cards to sister brands, as well as independent florist and other wholesale customers, acquired in April 2024.

The Company’s consolidated customer database and multi-brand website is designed to dynamically engage our customers, further enhancing the Company’s position as a leading, one-stop destination for our customers’ gifting and celebratory needs. The Company is focused on deepening relationships with its customers through content and community and inspiring our customers to give more and to build better and more meaningful relationships. We have a large customer file, including 0.9 million Celebrations Passport members who, along with our multi-brand customers, represent our best customer cohorts in terms of frequency, retention and average spend, and thus customer lifetime value. Celebrations Passport and multi-brand customers spend an average of 2x to 3x the amount spent by other customers. Multi-brand customers and Celebrations Passport members represent approximately 20% of customers and approximately 40% of revenue.

In fiscal 2025, the Company announced a multi-year Celebrations strategy, a comprehensive evolution of the Company that begins with transforming the customer journey into a sentiment-led experience. The Celebrations strategy strives to advance the Company’s vision of becoming the premier relationship destination for heartfelt expressions, with a business model that aligns with future technological advancements and consumer purchasing preferences.

A summary of the Company’s significant brands and/or businesses follows:

Although the Company’s family of brands maintain their own sense of identity, the Company has taken a holistic approach towards operating its brand portfolio. A key feature of this approach is that the Company proactively shares best practices across its functional areas, through centralized operational centers of excellence focused on identifying initiatives designed to enhance top and bottom-line growth opportunities.

Table of Contents

GOURMET FOODS & GIFT BASKETS SEGMENT Multi-channel specialty retailer and producer of premium gift quality fruit, gourmet food products and other gifts marketed under the Harry & David® and Cushman’s® brands, acquired in September 2014. Manufacturer and retailer of indulgent bakery gifts, including super-thick English muffins, toppings, and desserts, acquired in September 2014 in conjunction with the purchase of Harry & David.


CONSUMER FLORAL & GIFTS SEGMENT
			Direct-to-consumer, multi-channel provider of fresh flowers, plants, fruit and gift basket products, balloons, candles, keepsake gifts, jewelry and plush stuffed animals.
			Direct-to-consumer, multi-channel provider of artistically carved fresh fruit arrangements.
			Franchisor and operator of retail flower shops.
			Direct-to-consumer provider of fresh flowers, plants, fruits and gift baskets.
			E-commerce provider of personalized gifts and keepsakes.
			E-commerce provider of personalized gifts and keepsakes, which operations are integrated within the PersonalizationMall.com brand, acquired in January 2023.
			Provider of lifestyle offerings, including digital on demand floral, culinary and other experiences to guests across the country.

BLOOMNET SEGMENT
			Provider of products and services to the professional florist.
			Wholesale merchandiser and marketer of floral industry and related products.
			Provider of digital and physical greeting cards to sister brands, as well as independent florist and other wholesale customers, acquired in April 2024.

Multi-channel retailer and manufacturer of small batch gourmet buttery caramel and chocolate covered popcorn, acquired in September 2014 in conjunction with the purchase of Harry & David.

E-commerce provider of wild-caught seafood and sustainably farmed shellfish, pastured proteins, organic foods, and marine-sourced nutritional supplements, acquired in October 2021. Manufacturer of giftable premium popcorn and specialty treats, acquired in May 2002. Multichannel retailer and baker of premium cookies, baked gifts, and related products, acquired in March 2005, including Mrs. Beasley’s®, a baker of cakes, muffins and gourmet gift baskets, acquired in March 2011. E-commerce retailer of gift baskets and towers. Designer, assembler and distributor of wholesale gift baskets, gourmet food towers and gift sets, acquired in April 2008. E-commerce retailer of artisan chocolates and confections. E-commerce retailer of dipped berries and other specialty treats, acquired in August 2019. Manufacturer of giftable premium chocolate and specialty treats, acquired in July 2024.

Table of Contents


GOURMET FOODS & GIFT BASKETS SEGMENT
			Multi-channel specialty retailer and producer of premium gift quality fruit, gourmet food products and other gifts marketed under the Harry & David® and Cushman’s® brands.
			Manufacturer and retailer of indulgent bakery gifts, including super-thick English muffins, toppings, and desserts.

			Multi-channel retailer and manufacturer of small batch gourmet buttery caramel and chocolate covered popcorn.
			E-commerce provider of wild-caught seafood and sustainably harvested shellfish, pastured proteins, organic foods, and marine-sourced nutritional supplements.
			Manufacturer of giftable premium popcorn and specialty treats.
			Multichannel retailer and baker of premium cookies, baked gifts, and related products, including Mrs. Beasley’s®, a baker of cakes, muffins and gourmet gift baskets.
			E-commerce retailer of gift baskets and towers.
			Designer, assembler and distributor of wholesale gift baskets, gourmet food towers and gift sets.
			E-commerce retailer of artisan chocolates and confections.
			E-commerce retailer of dipped berries and other specialty treats.
			Manufacturer of giftable premium chocolate and specialty treats, acquired in July 2024.

The Company’s Products and Service Offerings

The Company offers a wide range of products including fresh-cut flowers, floral and fruit arrangements and plants, gifts, greeting cards, personalized products, dipped berries, popcorn, gourmet foods and gift baskets, cookies, chocolates, candy, wine, and gift-quality fruit. In order to maximize sales opportunities, products are not exclusive to certain brands and may be sold across business categories. The Company’s differentiated and value-added product offerings create the opportunity to have a relationship with customers who purchase items not only for gift-giving occasions but also for everyday consumption. The Company’s product development team works closely with its production team to select and design its floral, gourmet foods and gift baskets, as well as other gift-related products that accommodate our customers’ needs to celebrate a special occasion or convey a sentiment. As part of this continuing effort, the Company intends to continue to develop differentiated products and signature collections that customers have embraced and come to expect.

The Company’s net revenues from international sources were not material during fiscal years 2024, 2023 and 2022.

Flowers, Plants, and Personalized Gifts. The Company’s flagship 1-800-Flowers.com brand offers fresh-cut flowers and floral and fruit arrangements for all occasions and holidays, available for same-day delivery. The Company provides its customers with a curated choice of florist designed products, including traditional floral and gift offerings, and the Company’s line of fruit arrangements, under the Fruit Bouquets brand, and flowers delivered fresh from the farm. The Company also offers a wide variety of popular plants to brighten the home and/or office, and accent gardens and landscapes. With the acquisition of Alice’s Table, the Company also provides lifestyle offerings, including fully digital on demand floral, culinary and other experiences to guests across the country. In addition, through its PersonalizationMall brand, the Company offers a wide assortment of products using sublimation, embroidery, digital printing, engraving, and sandblasting to provide a unique, personalized experience to our customers. The Company expanded its offering of personalized products with the acquisition of the Things Remembered brand, a complete online gifting and personalization destination renowned for its men’s and women’s jewelry, drinkware, home décor, business gifts and awards, and wedding essentials.

Gourmet Foods & Gift Baskets. Harry & David is a vertically integrated, multi-channel specialty retailer and producer of branded premium gift-quality fruit, food products, land and sea-based proteins, and gifts marketed under the Harry & David, Wolferman’s Bakery, Vital Choice, Cushman’s, Moose Munch and Scharffen Berger brands. The Company manufactures premium cookies and baked gift items under the Cheryl’s Cookies and Mrs. Beasley’s brands, which are delivered in beautiful and innovative gift boxes and containers, providing customers with a variety of assortments from which to choose. The Popcorn Factory brand pops premium popcorn and specialty snack products. The 1-800-BASKETS.COM brand features a collection of gourmet gift baskets and related products confected by DesignPac, as well as through third parties. Simply Chocolate offers artisan chocolates and confections. Many of the Company’s gourmet products are packaged in seasonal, occasion specific or decorative tins, fitting the “giftable” requirement of individual customers, while also adding the capability to customize the tins with corporate logos and other personalized features for the Company’s corporate customers’ gifting needs. On July 1, 2024, the Company completed its acquisition of Scharffen Berger, a manufacturer of giftable premium chocolate and specialty treats.

BloomNet®. The Company’s BloomNet business provides its members with products and services, including: (i) settlement processing, consisting of the settlement of orders between referring florists (including the 1-800-Flowers.com brand) and fulfilling florists, (ii) advertising, in the form of member directories, including the industry’s first on-line directory, (iii) access services, by which BloomNet florists are able to refer and fulfill orders, using Bloomlink®, the Company’s proprietary Internet-based system, (iv) other products and services, including web hosting, marketing, designer education and point of sale systems, and (v) wholesale products, which consist of branded and non-branded floral supplies, enabling member florists to reduce their costs through 1-800-Flowers.com purchasing leverage, while also ensuring that member florists will be able to fulfill 1-800-Flowers.com brand orders based on recipe specifications. While maintaining industry-high quality standards for its 1-800-Flowers.com brand customers, the Company offers florists a compelling value proposition, offering products and services that its florists need to grow their business and to enhance profitability. On April 3, 2024, the Company completed its acquisition of Card Isle, an e-commerce greeting card service, expanding the Company’s presence in the greeting card category across its brand portfolio.

Marketing and Promotion

The Company’s marketing and promotional strategy is designed to strengthen the 1-800-FLOWERS.COM brands, engage with its customers, increase customer acquisition, build customer loyalty, encourage repeat purchases and drive long-term growth. The Company’s goal is to create a celebratory ecosystem that makes its brands synonymous with thoughtful gifting and to help our customers “send smiles” every day. To do this, the Company intends to invest in its brands and acquire new customers through the use of selective on and off-line media, direct marketing, public relations, social media and strategic relationships, while cost-effectively capitalizing on the Company’s large and loyal customer base. The Company’s focus is to create marketing messaging that is more relevant to the customer, to engage with our customers in a two-way dialog and to focus on the customer experience. It plans to improve customer purchase frequency via product exposure through its multi-brand portal, and Celebrations Passport® loyalty program, as well as continually investing and innovating how and where it engages with its customers.

Table of Contents

~~With~~Flowers, ~~strong~~Plants, ~~appeal~~ and aPersonalized ~~recognizable~~Gifts. ~~brand,~~ The Company’s flagship 1-800-~~FLOWERS~~Flowers.~~COM,~~com ~~Inc.~~brand ~~continues~~offers tofresh-cut ~~find~~flowers ~~new~~ and ~~innovative~~floral ~~ways~~and tofruit ~~connect~~arrangements ~~with~~for ~~its~~all ~~community~~occasions ofand ~~customers~~holidays, ~~inspiring~~available ~~them~~for tosame-day ~~give~~delivery. ~~more,~~The ~~connect~~Company ~~more,~~provides ~~and~~its ~~build~~customers ~~more~~with ~~and~~a ~~better~~curated ~~relationships.~~choice Inof ~~2023~~florist designed products, ~~the~~including ~~Company~~traditional ~~was~~floral ~~featured~~and ingift ~~the~~offerings, ~~Wall~~and ~~Street~~the ~~Journal'~~Company’s ~~Economics~~line Ofof ~~series~~fruit arrangements, ~~which~~under ~~showcased~~the ~~its~~Fruit ~~family~~Bouquets ofbrand, ~~brands~~ and ~~offerings~~flowers todelivered afresh ~~national~~from ~~audience~~the farm. The Company ~~has~~ also ~~expanded~~offers ~~its~~a ~~presence~~wide onvariety ~~both~~of ~~local~~popular ~~and~~plants ~~national~~to ~~platforms,~~brighten ~~with~~the ~~multiple~~home ~~inclusions~~and/or onoffice, ~~Good~~and ~~Morning~~accent ~~America,~~gardens ~~the~~and ~~Today~~landscapes. ~~Show,~~Through ~~Telemundo~~the -Alice’s ~~Hoy~~Table ~~Dia!~~brand, ~~and~~the ~~more.~~Company Aalso ~~commitment~~provides tolifestyle ~~corporate~~offerings, ~~citizenship~~including ~~and~~digital ~~social~~on ~~responsibility~~demand ~~remains~~floral, atculinary ~~the~~and ~~core~~other ofexperiences ~~the~~to ~~Company,~~guests ~~earning~~across ~~recognition~~the ~~and~~country. ~~awards~~In ~~for~~addition, through its ~~corporate~~Personalization ~~citizenship~~Mall ~~efforts~~brand, ~~including~~the ~~partnerships~~Company ~~with~~offers ~~organizations~~a ~~such~~wide asassortment ~~Smile~~of ~~Farms,~~products ~~which~~using ~~provides~~sublimation, ~~job~~embroidery, ~~opportunities~~digital ~~for~~printing, ~~adults~~engraving, ~~with~~and ~~developmental~~sandblasting ~~disabilities.~~to Inprovide ~~addition~~a unique, ~~collaboration~~personalized ~~with~~experience ~~the~~to ~~Point~~our ~~Foundation~~customers. toThe ~~support~~Company ~~the~~expanded ~~LGBTQ+~~its ~~community~~offering ~~helped~~of ~~the~~personalized ~~Company~~products ~~earn~~with athe ~~high~~acquisition ~~score~~of on the ~~2023~~Things ~~Corporate~~Remembered ~~Equality~~brand, ~~Index~~a bycomplete ~~the~~online ~~Human~~gifting ~~Rights~~and ~~Campaign.~~personalization Indestination ~~2024, 1-800-FLOWERS.COM,~~renowned ~~Inc.~~for ~~was~~its ~~named~~men’s ~~among~~and ~~America'~~women’s ~~Most~~jewelry, ~~Trustworthy~~drinkware, ~~Companies~~home ~~by Newsweek~~décor, ~~reflecting~~business ~~its~~gifts ~~dedication~~and toawards, ~~its customers~~ and ~~communities~~wedding essentials.

Gourmet Foods & Gift Baskets. Harry & David is a vertically integrated, multi-channel specialty retailer and producer of branded, premium gift-quality fruit, food products, land and sea-based proteins, and gifts marketed under the Harry & David, Wolferman’s Bakery, Vital Choice, Cushman’s, Moose Munch and Scharffen Berger brands. The Company manufactures premium cookies and baked gift items under the Cheryl’s Cookies and Mrs. Beasley’s brands, which are delivered in beautiful and innovative gift boxes and containers, providing customers with a variety of assortments from which to choose. The Popcorn Factory brand pops premium popcorn and specialty snack products. The 1-800-BASKETS.COM brand features a collection of gourmet gift baskets and related products confected by DesignPac, as well as through third parties. Simply Chocolate offers artisan chocolates and confections. Many of the Company’s gourmet products are packaged in seasonal, occasion-specific or decorative tins, fitting the “giftable” requirement of individual customers, while also adding the capability to customize the tins with corporate logos and other personalized features for the Company’s business customers’ gifting needs. On July 1, 2024, the Company completed its acquisition of Scharffen Berger, a manufacturer of giftable premium chocolate and specialty treats.

BloomNet®. The Company’s BloomNet business provides its members with products and services, including: (i) settlement processing, consisting of the settlement of orders between referring florists (including the 1-800-Flowers.com brand) and fulfilling florists, (ii) advertising, in the form of member directories, including the industry’s first online directory, (iii) access services, by which BloomNet florists are able to refer and fulfill orders, using Bloomlink®, the Company’s proprietary Internet-based system, (iv) other products and services, including web hosting, marketing, designer education and point of sale systems, and (v) wholesale products, which consist of branded and non-branded floral supplies, enabling member florists to reduce their costs through 1-800-Flowers.com purchasing leverage, while also ensuring that member florists will be able to fulfill 1-800-Flowers.com brand orders based on recipe specifications. While maintaining industry-high quality standards for its 1-800-Flowers.com brand customers, the Company offers florists a compelling value proposition, offering products and services that its florists need to grow their business and to enhance profitability. On April 3, 2024, the Company completed its acquisition of Card Isle, an e-commerce greeting card company, expanding the Company’s presence in the greeting card category across its brands.

Marketing and Promotion

The Company has developed an integrated marketing and promotional strategy focused on strengthening brand equity across its portfolio, accelerating customer acquisition, and enhancing customer lifetime value. Our strategic approach centers on building a comprehensive celebratory ecosystem that positions our brands as the definitive choice for meaningful gifting occasions, and enabling customers to create lasting connections through thoughtful expression.

Our customer acquisition and retention strategy leverages a diversified marketing mix encompassing digital advertising, traditional media placements, direct-response marketing, strategic public relations initiatives, social media engagement, and carefully selected partnership opportunities. This omnichannel approach is designed to optimize return on marketing investment while expanding our addressable market and deepening engagement with our existing customer base.

The Company prioritizes data-driven personalization and customer experience optimization to enhance marketing effectiveness and drive conversion rates. We continue to invest in advanced analytics capabilities and marketing automation technologies to improve targeting precision and campaign performance measurement. The Company is also investing in emerging marketing channels and customer engagement technologies, with particular emphasis on artificial intelligence-driven personalization, enhanced mobile commerce capabilities, and innovative partnership models that align with evolving consumer preferences and purchasing behaviors.

Our strategic relationship with the Smile Farms® organization, creates meaningful employment opportunities for adults with developmental disabilities and brings awareness of this important cause to millions of our consumers.

Table of Contents

Technology Infrastructure

The Company believes it has been and continues to be a leader in implementing new technologies to give its customers the best possible shopping experience, whether online or over the telephone. Orders are transmitted directly from the Company’s secure websites, or with the assistance of a gift advisor, into our internally developed transaction processing system, which captures the required customer and recipient information. The system then routes the order to the appropriate distribution center or, for florist fulfilled or drop-shipped items, selects a florist or vendor to fulfill the customer’s order and electronically refers the necessary information using BloomLink, the Company’s proprietary Internet-based system. The Company’s gift advisors have electronic access to this system, enabling them to assist in order fulfillment and subsequently track other customer and/or order information.

Fulfillment and Manufacturing Operations

The Company’s customers primarily place their orders either online or over the telephone. The Company’s hybrid fulfillment system, which enables the Company to offer same-day, next-day and any-day delivery, combines the use of BloomNet (comprised of independent florists operating retail flower shops and franchise florist shops) with Company distribution centers and vendors who ship directly to the Company’s customers. While providing a significant competitive advantage in terms of delivery options, the Company’s fulfillment system also has the added benefit of reducing the Company’s capital investments in inventory and infrastructure. The Company’s products are backed by a 100% smile guarantee, and the Company’s business is not dependent on any single third-party supplier.

Fulfillment and manufacturing of products is as follows:

Flowers, Plants, and Personalized Gifts. A majority of the Company’s floral orders are fulfilled by one of the Company’s BloomNet members, allowing the Company to deliver its floral and fruit bouquet products on a same-day or next-day basis to ensure freshness and to meet its customers’ ~~need~~needs for immediate gifting. In addition to these florist-designed products, the Company also offers fresh cut floral arrangements in a wide assortment of combinations, themes and designer bouquets and collections through its direct ship program, including flowers fresh from the farm. Also, the Company offers a broad selection of personalized gifts and keepsakes that are manufactured utilizing same-day/next-day capabilities, and distributed from its Bolingbrook, IL facility.

Gourmet Foods & Gift Baskets. The Company offers a wide array of premium brand , signature baked products, chocolate, confections, gift baskets, gourmet popcorn, dipped berries, giftable fruit towers and baskets, and related products through its Gourmet Foods & Gift Baskets’ brands. The Company’s Cheryl’s cookies and baked gifts are manufactured primarily in its baking facility in Westerville, Ohio, while The Popcorn Factory and Moose Munch premium snack products are popped in Medford, Oregon and Lake Forest, Illinois. Harry & David products are grown and manufactured primarily from its facilities in Medford, Oregon, supplemented by specialty products that are sourced across the U.S. and the world. Scharffen Berger products are primarily manufactured in Ashland, Oregon. Gift basket confection and fulfillment for both wholesale and 1-800-Baskets.com is handled by our DesignPac facility, located in Melrose Park, Illinois. Our products are distributed from a combination of Company-owned and leased distribution facilities across the country, which are shared by our brands in order to reduce both transit time to the customer and overall logistics costs. Dipped berries and other specialty treats for our Shari’s Berries brand are manufactured and fulfilled through our network of drop ship vendors.

Table of Contents

Sources and Availability of Raw Materials

The Company’s raw materials consist of ingredients for manufactured products (including various commodities such as sugar, flour, cocoa, eggs, fruit and flowers), packaging supplies, and other supplies used in the manufacturing and transportation processes (such as fuel, natural gas and derivative products). Except for certain crops ~~which~~that are grown in our Harry & David orchards, raw materials used by the Company are purchased from third parties, some of whom are single-source suppliers. The prices we pay, and the availability of these materials and other commodities are subject to fluctuation. When prices for these items change, we may or may not pass the change to our customers. We utilize a global supply chain that includes both U.S. and international suppliers. Our suppliers are subject to standards of conduct, including requirements that they comply with local labor laws, local worker safety laws and other applicable laws. Our ability to acquire from our suppliers the assortment and volume we need to meet customer demand, to receive those materials timely through our supply chain and to produce, manufacture and distribute those products determines, in part, our ability to grow the business, and the appeal of our merchandise assortment we offer to our customers.

Table of Contents

Seasonality

The Company’s quarterly results may experience seasonal fluctuations. Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, ~~historically~~generates ~~generated~~ over 40% of the Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Mother’s Day, Valentine’s Day, Easter and Administrative Professionals Week, revenues also rise during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter. During fiscal ~~2024~~2025, our fiscal second quarter revenues represented approximately 4546% of annual revenues, while our first, third and fourth quarters generated 14%, 2120%, and 20% of annual revenues, respectively.

In preparation for the Company’s second quarter holiday season, the Company significantly increases its inventories. This seasonal build, which peaks in November, has traditionally been financed by cash flows from operations, supplemented by aborrowings ~~bank~~under ~~line~~the ofCompany's revolving credit, ~~which peaks in November~~facility. The Company has historically repaid ~~all~~the ~~revolving~~balance ~~bank~~of ~~lines~~its ofrevolving credit facility with cash generated from operations, prior to the end of the Company’s fiscal second quarter.

Competition

The popularity and convenience of e-commerce shopping has continued to give rise to established businesses on the Internet. In addition to selling their products over the Internet, many of these retailers sell their products through a combination of channels by maintaining a website, a toll-free phone number and physical locations. Additionally, several of these merchants offer an expanding variety of products and some are attracting an increasing number of customers. Certain mass merchants have expanded their offerings to include competing products and may continue to do so in the future. These businesses, as well as other potential competitors, may be able to:

● •undertake more extensive marketing campaigns for their brands and services; ~~● adopt more aggressive pricing policies; and ● make more attractive offers to potential employees, distributors and retailers.~~

•adopt more aggressive pricing policies; and

•make more attractive offers to potential employees, distributors and retailers.

In addition, the Company faces intense competition in each of its individual product categories. In the floral industry, there are various providers of floral products, none of which is dominant in the industry. The Company’s competitors include:

● •retail floral shops, some of which maintain toll-free telephone numbers, websites, and mobile applications; ● online floral retailers and social media platform retailers, as well as retailers offering substitute gift products; ● catalog companies that offer floral products; ● floral telemarketers and wire services; and ● supermarkets, mass merchants and specialty retailers with floral departments.

•online marketplaces, floral retailers and social media platform retailers, as well as retailers offering substitute gift products;

•catalog companies that offer floral products;

•floral telemarketers and wire services; and

•supermarkets, mass merchants and specialty retailers with floral departments.

Similarly, the plant, gift basket and gourmet foods categories are highly competitive. Each of these categories encompasses a wide range of products, is highly fragmented and is served by a large number of companies, none of which is dominant. Products in these categories may be purchased from a number of outlets, including mass merchants, telemarketers, retail specialty shops, online retailers and mail-order catalogs.

Table of Contents

The Company believes the strength of its brands, product selection, customer relationships, technology infrastructure and fulfillment capabilities position it to compete effectively against its current and potential competitors in each of its product categories. However, increased competition could result in:

● •price reductions, decreased revenues and lower profit margins; ~~● loss of market share; and ● increased marketing expenditures.~~

•loss of market share; and

•increased marketing expenditures.

These and other competitive factors may adversely impact the Company’s business and results of operations.

Government Regulation and Legal Uncertainties

The Internet continues to evolve and there are laws and regulations directly applicable to e-commerce. Legislatures are also considering an increasing number of laws and regulations pertaining to the Internet, including laws and regulations addressing:

● user privacy; ● pricing; ● content; ● connectivity; ● intellectual property; ● distribution; ● taxation and tariffs; ● liabilities; ● antitrust; and ● characteristics and quality of products and services.

Further, the growth and development of the market for online services may prompt more stringent consumer protection laws that may impose additional burdens on those companies conducting business online. The adoption of any additional laws or regulations may impair the growth of the Internet or commercial online services. This could decrease the demand for the Company’s services and increase its cost of doing business. Moreover, the applicability to the Internet of existing laws regarding issues like property ownership, taxes, libel and personal privacy is uncertain. Any new legislation or regulation that has an adverse impact on the Internet or the application of existing laws and regulations to the Internet could have a material adverse effect on the Company’s business, financial condition and results of operations.

States or foreign countries might attempt to regulate the Company’s business or levy additional sales or other taxes relating to its activities. Because the Company’s products and services are available over the Internet anywhere in the world, multiple jurisdictions may claim that the Company is required to do business as a foreign corporation in one or more of those jurisdictions. Failure to qualify as a foreign corporation in a jurisdiction where the Company is required to do so could subject it to taxes and penalties. States or foreign governments may charge the Company with violations of local laws.

Intellectual Property

The Company regards its service marks, trademarks, trade secrets, domain names and similar intellectual property as critical to its success. The Company has applied for or received trademark and/or service mark registration for, among others, “1-800-FLOWERS.COM”, “1-800-FLOWERS”, “1-800-Baskets.com”, “FruitBouquets.com”, “BloomNet”, "Card Isle", “GreatFood.com”, “The Popcorn Factory”, “Cheryl’s Cookies”, “Mrs. Beasley’s”, “Celebrations Passport”, “Flowerama”, “DesignPac”, “Harry & David”, “Wolferman’s Bakery”, “Moose Munch”, Cushman’s”, “Simply Chocolate”, “Personalization Universe”, “PersonalizationMall”, “Things Remembered”, “Shari’s Berries”, "Scharffen Berger", “SmartGift”, “Vital Choice” and “Alice’s Table”. The Company also has rights to numerous domain names, including: www.1800flowers.com, www.cardisle.com, www.800flowers.com, www.1800baskets.com, www.flowers.com, www.personalizationuniverse.com, www.personalizationmall.com, www.thingsremembered.com, www.plants.com, www.florists.com, www.greatfoods.com, www.cheryls.com, www.celebrations.com, www.flowerama.com, www.designpac.com, www.simplychocolate.com, www.mybloomnet.net, www.napcoimports.com, www.thepopcornfactory.com, www.harryanddavid.com, www.wolfermans.com, www.vitalchoice.com, www.alicestable.com, www.berries.com, www.sharisberries.com, www.scharffenberger.com, and www.smartgift.com. In addition, the Company owns a number of international trademarks and/or service marks. The Company has also developed transaction processing and operating systems as well as marketing data, and customer and recipient information databases.

Table of Contents

Government Regulation and Legal Uncertainties

We are subject to a growing number of local, state, and national laws and regulations, including laws applicable to e-commerce, all of which continue to evolve. Compliance is costly and can require changes to our business practices and significant amounts of management time and focus. In addition, laws may be inconsistent across various locations in which we do business, posing significant challenges to our national operations.

Legislatures are also considering an increasing number of laws and regulations pertaining to the Internet, including laws and regulations addressing:

•user privacy;

•pricing;

•content;

•connectivity;

•intellectual property;

•distribution;

•taxation and tariffs;

•liabilities;

•antitrust; and

•characteristics and quality of products and services.

Further, the growth and development of the market for online services may prompt more stringent consumer protection laws that may impose additional burdens on those companies conducting business online. This could decrease the demand for the Company’s services and increase its cost of doing business. Moreover, the applicability to the Internet of existing laws regarding issues like property ownership, taxes, libel and personal privacy is uncertain. Any new legislation or regulation that has an adverse impact on the Internet or the application of existing laws and regulations to the Internet could have a material adverse effect on the Company’s business, financial condition and results of operations.

For more information, see Part I, Item 1A, Risk Factors— Legal, Regulatory, Tax and Other Risks.

Intellectual Property

The Company regards its service marks, trademarks, trade secrets, domain names and similar intellectual property as critical to its success. The Company has applied for or received trademark and/or service mark registration for, among others, “1-800-FLOWERS.COM”, “1-800-FLOWERS”, “1-800-Baskets.com”, “FruitBouquets.com”, “BloomNet”, "Card Isle", “GreatFood.com”, “The Popcorn Factory”, “Cheryl’s Cookies”, “Mrs. Beasley’s”, “Celebrations Passport”, “Flowerama”, “DesignPac”, “Harry & David”, “Wolferman’s Bakery”, “Moose Munch”, “Cushman’s”, “Simply Chocolate”, “Personalization Universe”, “Personalization Mall”, “Things Remembered”, “Shari’s Berries”, "Scharffen Berger", “SmartGift”, “Vital Choice” and “Alice’s Table”. The Company also has rights to numerous domain names, including: www.1800flowers.com, www.cardisle.com, www.800flowers.com, www.1800baskets.com, www.flowers.com, www.personalizationuniverse.com, www.personalizationmall.com, www.thingsremembered.com, www.plants.com, www.florists.com, www.greatfoods.com, www.cheryls.com, www.celebrations.com, www.flowerama.com, www.designpac.com, www.simplychocolate.com, www.mybloomnet.net, www.napcoimports.com, www.thepopcornfactory.com, www.harryanddavid.com, www.wolfermans.com, www.vitalchoice.com, www.alicestable.com, www.berries.com, www.sharisberries.com, www.scharffenberger.com, and www.smartgift.com. In addition, the Company owns a number of international trademarks and/or service marks. The Company has also developed transaction processing and operating systems as well as marketing data, and customer and recipient information databases.

The Company relies on trademark, unfair competition and copyright law, trade secret protection and contracts such as confidentiality and license agreements with its employees, customers, vendors and others to protect its proprietary rights. Despite the Company’s precautions, it may be possible for competitors to obtain and/or use the Company’s proprietary information without authorization or to develop technologies similar to the Company’s and independently create a similarly functioning infrastructure. Furthermore, the protection of proprietary rights in Internet-related industries is uncertain and still evolving. The laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United States. The Company’s means of protecting its proprietary rights in the United States or abroad may not be adequate.

Table of Contents

Third parties have in the past infringed or misappropriated the Company’s intellectual property or similar proprietary rights. The Company believes infringements and misappropriations will continue to occur in the future. The Company intends to guard against infringement and misappropriation. However, the Company cannot guarantee it will be able to enforce its rights and enjoin the alleged infringers from their use of confusingly similar trademarks, service marks, telephone numbers and domain names.

In addition, third parties may assert infringement claims against the Company. The Company cannot be certain that its technologies or its products and services do not infringe valid patents, trademarks, copyrights or other proprietary rights held by third parties. The Company may be subject to legal proceedings and claims from time to time relating to its intellectual property and the intellectual property of others in the ordinary course of its business. Intellectual property litigation is expensive and time-consuming and could divert management resources away from running the Company’s business.

Human Capital

Employees. We focus on attracting, developing and retaining skilled, ~~diverse~~ talent, including recruiting from among the universities across the markets in which we compete and are generally able to select top talent. We focus on developing our employees by providing a variety of job experiences, training programs and skill development opportunities. As of June 30 29, ~~2024~~2025, the Company had approximately 43,~~000~~900 full and part-time employees, all located in the United States. During peak periods, the Company substantially increases the number of customer service, manufacturing, and fulfillment personnel. The Company’s employees are not represented under collective bargaining agreements and the Company considers its relations with its employees to be good. Our employees are a key source of our competitive advantage and their actions, guided by our Code of Ethics, are critical to the long-term success of our business.

Workforce ~~Diversity~~Inclusion and Belonging. As a company, we are committed to building an inclusive and equitable culture that welcomes everyone and embraces and celebrates all of our associates’ ~~diverse~~ backgrounds and ~~unique~~ life experiences.

Compensation and Benefits. The Company aims to attract and retain a talented workforce by offering competitive compensation and benefits, strong career development and a respectful and inclusive culture that provides equal opportunity for all. We believe our base wages and salaries, which we review annually, are fair and competitive with the external labor markets in which our associates work. We encourage and reward employees based upon the achievement of financial and other key performance metrics, which strengthens the connection between pay and performance. We also grant equity compensation awards that vest over time through our long-term incentive plan to eligible associates to align such associates’ incentives with the Company’s long-term strategic objectives and the interests of our stockholders. We also offer competitive benefit programs, in line with local practices, with flexibility to accommodate the needs of a diverse workforce, including paid vacation and holidays, family leave, disability insurance, life insurance, healthcare, and a 401(k) plan with a company match.

Health, Safety and Wellness. From a workplace safety standpoint, we focus on training, awareness, behavioral-based work observation practices, and culture in our continuous effort to reduce workplace injuries and accidents. We are continually focused on the safety of our associates and have a strong emphasis on identifying and addressing the safety risks to and concerns of our associates.

8 Additional Information

The Company’s internet address is www.1800flowers.com. We make available, through the investor relations tab located on our website at www.1800flowersinc.com, access to our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. All such filings on our investor relations website are available free of charge. (The information posted on the Company’s website is not incorporated into this Annual Report on Form 10-K.)

A copy of this Annual Report on Form 10-K is available without charge upon written request to: Investor Relations, 1-800-FLOWERS.COM, Inc., Two Jericho Plaza, Suite 200, Jericho, NY 11753. In addition, the SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Table of Contents

~~Item~~ltem 1A. Risk Factors

Cautionary Statements Under the Private Securities Litigation Reform Act of 1995

Our disclosures and analysis in this Form 10-K contain some forward-looking statements that set forth anticipated results based on management’s plans and assumptions. From time to time, we also provide forward-looking statements in other statements we release to the public as well as oral forward-looking statements. Such statements give our current expectations or forecasts ofconcerning future events; they do not relate strictly to historical or current facts. WeSuch ~~have~~statements ~~tried,~~can ~~wherever~~generally ~~possible,~~be toidentified ~~identify such statements~~ by ~~using~~ words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe”, ~~and~~“foresee,” “forecast,” “likely,” “should,” “will,” “target,” or similar ~~expressions~~words inor ~~connection~~phrases. ~~with~~These ~~any~~forward-looking ~~discussion~~statements ofare ~~future~~subject ~~operating~~to orrisks, ~~financial~~uncertainties, ~~performance.~~and Inother ~~particular~~factors, ~~these~~many ~~include~~of ~~statements~~which ~~relating~~are outside of our control, which could cause actual results to ~~future~~differ ~~actions;~~materially from the ~~effectiveness~~results ofexpressed ~~our~~or ~~marketing~~implied ~~programs;~~in the ~~performance~~forward-looking ofstatements, ~~our~~including, ~~existing~~but ~~products~~not ~~and~~limited ~~services~~to, statements relating to future actions; our ability to ~~attract~~leverage ~~and~~our ~~retain~~operating ~~customers~~platform and ~~expand~~reduce our ~~customer~~operating ~~base~~expense ratio; our ability to ~~enter~~successfully ~~into~~integrate oracquired ~~renew~~businesses ~~online~~and ~~marketing agreements~~assets; our ability to ~~respond~~successfully toexecute ~~competitive~~our ~~pressures~~strategic priorities; ~~expenses,~~our ~~including~~ability ~~shipping~~to ~~costs~~cost ~~and~~effectively ~~the~~acquire ~~costs~~and ofretain ~~marketing~~customers ~~our current~~ and ~~future~~drive ~~products~~purchase ~~and services~~frequency; the outcome of contingencies, including legal proceedings in the normal course of business; our ability to compete against existing and new competitors; our ability to ~~integrate~~manage ~~acquisitions~~expenses associated with sales and marketing and necessary general and administrative and technology investments; our 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 our products.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. 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.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our 10-Q and 8-K reports to the United States Securities and Exchange Commission (“SEC”). Also note we provide the following cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business. These are factors that, individually or in the aggregate, we think could cause our actual results to differ materially from expected and historical results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995.

Macroeconomic Conditions and Related Risk Factors

The financial and credit markets and consumer sentiment have and will experience significant volatility, which may have an adverse effect on our customers’ spending patterns and in turn our business, financial condition and results of operations. The Company’s business and operating results are subject to economic conditions and their impact on consumer discretionary spending. Factors that may negatively impact consumer spending include high levels of unemployment, higher consumer debt levels, reductions in net worth, reductions in disposable income levels, declines in asset values, and related market uncertainty; home foreclosures and reductions in home values; fluctuating interest rates and credit availability; fluctuating fuel and other energy costs; fluctuating commodity prices; and general uncertainty regarding the overall future political and economic environment. Consumer spending patterns are difficult to predict and are sensitive to the general economic climate, the consumer’s level of disposable income, consumer debt, and overall consumer confidence. In the recent past, such factors have impacted and may continue to impact our business in a number of ways. Included among these current and potential future negative impacts are reduced demand and lower prices for our products and services. Adverse economic changes could reduce consumer confidence and could thereby affect our operating results. In challenging and uncertain economic environments, including the ~~aftermath~~current ~~of the COVID-19 pandemic, and the~~ geopolitical climate, we cannot predict when macroeconomic conditions uncertainty may arise and whether such circumstances could impact the Company.

The impact of the COVID-19 pandemic has created significant uncertainty for our business, financial condition and results of operations and for the prices of our publicly traded securities. The extent of the continuing impact of the COVID-19 pandemic on our business and financial results will depend on numerous evolving factors that we are not able to accurately predict and which will vary by market, including global economic conditions after the pandemic, governmental actions that have been taken, or may be taken in the future, in response to the pandemic, and changes in consumer behavior following the pandemic.10

Table of Contents

Although our business experienced positive growth in our revenues and customer file during much of the COVID-19 pandemic, when many consumers shifted to online shopping, most pandemic-era restrictions have since been lifted, and it is difficult to predict what lasting effects the pandemic and resulting macroeconomic patterns will have on consumer spending patterns and e-commerce generally. We may fail to achieve our previous rate of growth or be unsuccessful in maintaining some or all of the new customers we acquired during the pandemic, which could reduce demand for our products. Any reduced demand for our products or change in customers' purchasing and consumption patterns, as well as continued economic uncertainty, can adversely affect our customers’ and business partners’ financial condition, resulting in an inability to pay for our products, reduced or canceled orders of our products, closing of florist or franchise locations, stores, or our business partners’ inability to supply us with ingredients or other items necessary for us to make, manufacture, distribute or sell our products. Such adverse changes in our customers’ or business partners’ financial condition may also result in our recording charges for our inability to recover or collect any accounts receivable, owned or leased assets, or prepaid expenses.

Increased shipping costs and supply chain disruptions may adversely affect sales of the Company’s products. Many of the Company's products are delivered to customers either directly from the manufacturer or from the Company’s fulfillment centers. The Company has established relationships with Federal Express and other common carriers for the delivery of these products. If these carriers continue to increase the prices they charge to ship the Company’s goods, and if the Company is forced to pass these costs on to its customers, or if carrier capacity becomes constrained, due to strikes or otherwise, the Company’s sales could be negatively impacted. In addition, ocean container availability and cost, as well as port and shipping route disruptions could impact the Company’s ability to deliver products on a timely basis to our customers and adversely affect its customer relationships, revenues and earnings.

We are dependent on international vendors for our supply of flowers, as well as certain components and products, exposing us to significant regulatory, global economic, taxation, political instability and other risks, which could adversely impact our financial results.

The availability and price of flowers, as well as certain components and products that we rely on to manufacture and sell our products could be adversely affected by a number of factors affecting international locations, including:

● •import duties and quotas;, ●such ~~agricultural~~as ~~limitations~~the ~~and~~tariffs ~~restrictions~~that towere ~~manage~~imposed ~~pests~~on ~~and~~flowers ~~disease;~~imported ●from ~~changes~~Colombia induring ~~trading~~fiscal ~~status~~2025; ● economic uncertainties and currency fluctuations; ● severe weather; ● work stoppages; ● foreign government regulations and political unrest; and ● trade restrictions, including United States retaliation against foreign trade practices.

~~The~~•agricultural ~~U.S.~~limitations administration has instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and ~~other government regulations affecting trade between the U.S. and other countries where we conduct business. As a result, there may be greater~~ restrictions ~~and economic disincentives on international trade and such changes have the potential~~ to ~~adversely~~manage ~~impact~~pests ~~the U.S. economy, our industry~~ and the demand for our products. In addition, it may be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes, and as a result, such changes could have a material adverse effect on our business, financial condition and results of operations.disease;

•changes in trading status;

•economic uncertainties and currency fluctuations;

•severe weather;

•work stoppages;

•foreign government regulations and political unrest; and

•trade restrictions, including United States retaliation against foreign trade practices.

The U.S. has recently instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where we conduct business. As a result, there have been, and may continue to be, greater restrictions and economic disincentives on international trade, and considerable uncertainty about future U.S trade policies. These developments have the potential to adversely impact the U.S. economy, our industry and the demand for our products. While we are managing the impact of recent trade policy changes by evaluating sourcing opportunities outside of China, working with existing vendors on concessions, changing componentry, modifying our assortment, and adjusting our pricing, it has been and may continue to be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with shifting trade policies. As a result, such changes could have a material adverse effect on our business, financial condition and results of operations.

Increased shipping costs and supply chain disruptions may adversely affect sales of the Company’s products. Many of the Company's products are delivered to customers either directly from the manufacturer or from the Company’s fulfillment centers. The Company has established relationships with Federal Express and other common carriers for the delivery of these products. If these carriers increase the prices they charge to ship the Company’s goods, and if the Company is forced to pass these costs on to its customers, or if carrier capacity becomes constrained, due to strikes or otherwise, the Company’s sales could be negatively impacted. In addition, ocean container availability and cost, as well as port and shipping route disruptions could impact the Company’s ability to deliver products on a timely basis to our customers and adversely affect its customer relationships, revenues and earnings.

If the supply of flowers for sale becomes limited, the price of flowers could rise or flowers may be unavailable and the Company’s revenues and gross margins could decline. A variety of factors affect the supply of flowers in the United States and the price of the Company’s floral products. If the supply of flowers available for sale is limited due to weather conditions, farm closures, economic conditions, political conditions in supplier locations, or other factors, prices for flowers could rise and as a result customer demand for the Company’s floral products may be reduced, causing revenues and gross margins to decline. Alternatively, the Company may not be able to obtain high quality flowers in an amount sufficient to meet customer demand. Even if available, flowers from alternative sources may be of lesser quality and/or may be more expensive than those currently offered by the Company.

Most of the flowers sold in the United States are grown by farmers located abroad, primarily in Colombia, Ecuador and Holland, and the Company expects that this will continue in the future.

The Company's operating results may suffer due to economic, political and social unrest or disturbances. Like other American businesses, the Company is unable to predict what long-term effect acts of terrorism, war, or similar unforeseen events may have on its business. The Company’s results of operations and financial condition could be adversely impacted if such events cause an economic slowdown in the United States, negatively impact the supply chain, increase the cost of key components for our gifts, or have other negative effects that cannot now be anticipated.

10 11

Table of Contents

Business and Operational Risk Factors

The Company’s operating results may fluctuate, and this fluctuation could cause financial results to be below expectations. The Company’s operating results may fluctuate from period to period for a number of reasons. In budgeting the Company’s operating expenses for the foreseeable future, the Company makes assumptions regarding revenue trends; however, some of the Company’s operating expenses are fixed in the short term. Sales of the Company’s products are seasonal, concentrated in the fourth calendar quarter, due to the Thanksgiving and Christmas-time holidays, and the second calendar quarter, due to Mother’s Day and Administrative Professionals’ Week. In anticipation of increased sales activity during these periods, the Company hires a significant number of temporary employees to supplement its permanent staff and the Company increases its inventory levels. If revenues during these periods do not meet the Company’s expectations, it may not generate sufficient revenue to offset these increased costs and its operating results may suffer.

The Company’s quarterly operating results may significantly fluctuate and you should not rely on them as an indication of its future results. The Company’s future revenues and results of operations may significantly fluctuate due to a combination of factors, many of which are outside of management’s control. The most important of these factors include:

● •seasonality; ● the retail economy; ● the timing and effectiveness of marketing programs; ● the timing of the introduction of new products and services; ● the Company’s ability to find and maintain reliable sources for certain of its products; ● the impact of severe weather or natural disasters on consumer demand; ● the timing and effectiveness of capital expenditures; ● the Company’s ability to enter into or renew online marketing agreements; and ● competition.

•the retail economy;

•the timing and effectiveness of marketing programs;

•the timing of the introduction of new products and services;

•the Company’s ability to find and maintain reliable sources for certain of its products;

•the impact of severe weather, natural disasters, or public health conditions such as pandemics, on consumer demand;

•the timing and effectiveness of capital expenditures;

•the Company’s ability to enter into or renew online marketing agreements; and

•competition.

The Company may be unable to reduce operating expenses quickly enough to offset any unexpected revenue shortfall. If the Company has a shortfall in revenue without a corresponding reduction to its expenses, operating results may suffer. The Company’s operating results for any particular quarter may not be indicative of future operating results. You should not rely on quarter-to-quarter comparisons of results of operations as an indication of the Company’s future performance. It is possible that results of operations may be below the expectations of public market analysts and investors, which could cause the trading price of the Company’s Class A common stock to fall.

During peak periods, the Company utilizes temporary employees and outsourced staff, who may not be as well-trained or committed to its customers as its permanent employees, and if they fail to provide the Company’s customers with high quality customer service the customers may not return, which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. The Company depends on its customer service department to respond to its customers should they have questions or problems with their orders. During peak periods, the Company relies on its permanent employees, as well as temporary employees and outsourced staff to respond to customer inquiries. These temporary employees and outsourced staff may not have the same level of commitment to the Company’s customers or be as well trained as its permanent employees. If the Company’s customers are dissatisfied with the quality of the customer service they receive, they may not shop with the Company again, which could have a material adverse effect on its business, financial condition, results of operations and cash flows.

If the Company fails to develop and maintain its brands, it may not increase or maintain its customer base or its revenues. The Company must continue to develop and maintain the ~~1-800-FLOWERS.COM~~its brands to expand its customer base and its revenues. In addition, the Company has introduced and acquired other brands in the past, and may continue to do so in the future. The Company believes that the importance of brand recognition will increase as it expands its product offerings. Many of the Company’s customers may not be aware of the Company’s non-floral products. If the Company fails to advertise and market its products effectively, it may not succeed in establishing its brands and may lose customers leading to a reduction of revenues.

Table of Contents

The Company’s success in promoting and enhancing the 1-800-FLOWERS.COM brands will also depend on its success in providing its customers high-quality products and a high level of customer service. If the Company’s customers do not perceive its products and services to be of high quality, the value of the 1-800-FLOWERS.COM brands would be diminished and the Company may lose customers and its revenues may decline.

A failure to establish and maintain strategic online and social media relationships that generate a significant amount of traffic could limit the growth of the Company’s business. Although the Company expects a significant portion of its online customers will continue to come directly to its website and mobile applications, it will also rely on third party websites, search engines and affiliates with which the Company has strategic relationships for traffic. If these third-parties do not attract a significant number of visitors, the Company may not receive a significant number of online customers from these relationships and its revenues from these relationships may decrease or remain flat. There continues to be strong competition to establish or maintain relationships with leading Internet companies, and the Company may not successfully enter into additional relationships or renew existing ones beyond their current terms. The Company may also be required to pay significant fees to maintain and expand existing relationships. In addition, current or future legislation or changes to third parties’ policies may limit the Company’s ability to effectively reach consumers whose behavior suggests that they might be interested in Company products and may increase the cost of such marketing efforts. The Company’s online revenues may suffer if it does not enter into new relationships or maintain existing relationships or if these relationships do not result in traffic sufficient to justify their costs.12

Table of Contents

Marketing programs that generate a significant amount of traffic may be less effective or less cost-efficient than in previous periods, which could limit the volume and growth of the Company’s business. Although the Company expects a significant portion of its customers will continue to come directly to its website, mobile applications, and telephone call center, it will also rely on marketing arrangements with third party websites, search engines, display advertising providers, social media platforms, and affiliates with which the Company has strategic relationships for traffic. If these third parties do not attract a significant number of visitors, the Company may not receive a significant number of customers from these relationships and its revenues from these relationships may decrease or remain flat. There continues to be strong competition to establish or maintain relationships with leading Internet companies, and the Company may not successfully enter into additional relationships or renew existing ones beyond their current terms. The Company may also be required to pay significant fees to maintain and expand existing relationships. The Company’s online revenues may suffer if it does not enter into new strategic online and social media relationships or maintain such existing relationships or if these relationships do not result in traffic sufficient to justify their costs. In addition, current or future legislation or changes to third parties’ policies may limit the Company’s ability to effectively reach consumers whose behavior suggests that they might be interested in Company products. Vendors of advertising and analytics products and services have modified and may continue to modify their products and services in ways that could reduce the efficiency of our marketing efforts, such as changes to cookie settings and policies, modifications of organic search and paid listing algorithms, the addition of AI summaries to online search engine results, and the introduction of new AI assistant platforms. While we strive to adjust our marketing strategies in response to these changes, there can be no guarantee that any adjustments will be effective. Any reduction in our ability to make effective use of advertising technologies could harm our ability to personalize the experience of prospective customers, increase our costs, and limit our ability to attract and retain customers on cost-effective terms. As a result, our business and results of operations could be adversely affected.

If local florists and other third-party vendors do not fulfill orders to the Company’s customers’ satisfaction, customers may not shop with the Company again. In many cases, floral orders placed by the Company’s customers are fulfilled by local independent florists, a majority of which are members of BloomNet. The Company does not directly control any of these florists. In addition, many of the non-floral products sold by the Company are manufactured and delivered to its customers by independent third-party vendors. If customers are dissatisfied with the performance of the local florist or other third-party vendors, they may not utilize the Company’s services when placing future orders and its revenues may decrease.

If a florist discontinues its relationship with the Company, the Company’s customers may experience delays in service or declines in quality and may not shop with the Company again. Many of the Company’s arrangements with local florists for order fulfillment may be terminated by either party with 10 days’ notice. If a florist discontinues its relationship with the Company, the Company will be required to obtain a suitable replacement located in the same geographic area, which may cause delays in delivery or a decline in quality, leading to customer dissatisfaction and loss of customers.

If a significant number of customers are not satisfied with their purchase, the Company will be required to incur substantial costs to issue refunds, credits or replacement products. The Company offers its customers a 100% satisfaction guarantee on its products. If customers are not satisfied with the products they receive, the Company will either replace the product for the customer or issue the customer a refund or credit. The Company’s net income would decrease if a significant number of customers request replacement products, refunds or credits and the Company is unable to pass such costs onto the supplier.

Competition in the floral, plant, gift basket, gourmet food, and specialty gift industries is intense and a failure to respond to competitive pressure could result in lost revenues. There are many companies that offer products in these categories.

In the floral category, the Company’s competitors include:

● •retail floral shops, some of which maintain toll-free telephone numbers, ~~and~~ websites~~; ● online floral retailers; ● catalog companies that offer floral products; ● floral telemarketers and wire services; and ● supermarkets~~, ~~mass merchants~~ and ~~specialty~~mobile ~~gift retailers with floral departments.~~applications;

•online marketplaces, floral retailers, and social media platform retailers, as well as retailers offering substitute gift products;

•catalog companies that offer floral products;

•floral telemarketers and wire services; and

•supermarkets, mass merchants and specialty gift retailers with floral departments.

Similarly, the plant, gift basket, gourmet food, cookie, candy, fruit and specialty gift categories are each highly competitive. Each of these categories encompasses a wide range of products and is highly fragmented. Products in these categories may be purchased from a number of outlets, including mass merchants, retail shops, online retailers and mail-order catalogs.

Table of Contents

Competition is intense and the Company expects it to increase. Increased competition could result in:

● •price reductions, decreased revenue and lower profit margins; ~~● loss of market share; and ● increased marketing expenditures.~~

•loss of market share; and

•increased marketing expenditures.

These and other competitive factors could materially and adversely affect the Company’s results of operations.

12 If the Company does not accurately predict customer demand for its products, it may lose customers or experience increased costs. If the Company overestimates customer demand for its products, excess inventory and outdated merchandise could accumulate, tying up working capital and potentially resulting in reduced warehouse capacity and inventory losses due to damage, theft and obsolescence. If the Company underestimates customer demand, it may disappoint customers who may turn to its competitors. Moreover, the strength of our brands could be diminished due to misjudgments in merchandise selection.

~~Table~~Extreme weather conditions, natural disasters, public health conditions such as pandemics, and other catastrophic events, may interrupt our business, or our suppliers’ businesses. Some of ~~Contents~~ our facilities and our suppliers’ facilities are located in areas that may be subject to extreme, and occasionally prolonged, weather conditions, including hurricanes, tornadoes, and wildfires. Extreme weather conditions, whether caused by global climate change or otherwise, may interrupt our operations in such areas. In addition, public health conditions or other such unforeseen events could affect our and our suppliers' operations. Any such events would negatively impact various functions, such as production, distribution, and order fulfillment. Furthermore, extreme weather conditions may interrupt our suppliers’ production or shipments, or increase our suppliers’ product costs, all of which could have an adverse effect on our business, financial condition, and results of operations.

If the Company does not accurately predict customer demand for its products, it may lose customers or experience increased costs. If the Company overestimates customer demand for its products, excess inventory and outdated merchandise could accumulate, tying up working capital and potentially resulting in reduced warehouse capacity and inventory losses due to damage, theft and obsolescence. If the Company underestimates customer demand, it may disappoint customers who may turn to its competitors. Moreover, the strength of the 1-800-FLOWERS.COM brands could be diminished due to misjudgments in merchandise selection.

Extreme weather conditions and natural disasters, and other catastrophic events, may interrupt our business, or our suppliers’ businesses. Some of our facilities and our suppliers’ facilities are located in areas that may be subject to extreme, and occasionally prolonged, weather conditions, including hurricanes, tornadoes, and wildfires. Extreme weather conditions, whether caused by global climate change or otherwise, may interrupt our operations in such areas, negatively impacting various functions, such as production, distribution, and order fulfillment. Furthermore, extreme weather conditions may interrupt our suppliers’ production or shipments, or increase our suppliers’ product costs, all of which could have an adverse effect on our business, financial condition, and results of operations.

Various diseases, pests and certain weather conditions can affect fruit production. Various diseases, pests, fungi, viruses, drought, frosts, hail, wildfires, floods and certain other weather conditions could affect the quality and quantity of our fruit production in our Harry & David orchards, decreasing the supply of our products and negatively impacting profitability. Our producing orchards also require adequate water supplies. A substantial reduction in water supplies could result in material losses of crops, which could lead to a shortage of our product supply.

The ripening of our fruits is subject to seasonal fluctuations that could negatively impact profitability. The ripening of our fruits in the Harry & David orchards can happen earlier than predicted due to warmer temperatures during the year. This would result in an oversupply of fruits that we might not be able to sell on a timely basis and could result in significant inventory write-offs. The ripening of the Company’s fruits can also happen later than predicted due to colder temperatures during the year. This can cause a delay in product shipments and not being able to timely meet customer demand during the critical holiday season. Both of these scenarios could adversely affect our business, financial condition and results of operations.

If the Company is unable to hire and retain qualified employees, including key personnel, its business may suffer. The Company’s success is dependent on its ability to hire, retain and motivate highly qualified personnel. Given the competitive labor market, we cannot be assured that we can continue to hire, train and retain a sufficient number of qualified employees at current wage rates. In particular, the Company’s success depends on the continued efforts of its ~~Chief Executive Officer, James F. McCann, as well as its~~ senior management team~~, which help manage its business~~. The loss of the services of any of the Company’s executive management or key personnel or its inability to attract qualified additional personnel could cause its business to suffer and force it to expend time and resources in locating and training additional personnel.

A failure to integrate our acquisitions may cause the results of the acquired company, as well as the results of the Company to suffer. The Company has opportunistically acquired a number of companies over the past several years. Additionally, the Company may look to acquire additional companies in the future. As part of the acquisition process, the Company embarks upon a project management effort to integrate the acquisition onto our information technology systems and management processes. Due diligence undertaken with any acquisition may not reveal all potential problems or inefficiencies involved in integrating the acquired entity into the Company. If we are unsuccessful in integrating our acquisitions, the results of our acquisitions may suffer, management may have to divert valuable resources to oversee and manage the acquisitions, the Company may have to expend additional investments in the acquired company to upgrade personnel and/or information technology systems and the results of the Company may suffer.

A failure to dispose of assets or businesses in a timely manner may cause the results of the Company to suffer. The Company continues to evaluate the potential disposition of assets and businesses that may no longer help meet its objectives. When the Company decides to sell assets or a business, it may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could delay the accomplishment of its strategic objectives. Alternatively, the Company may dispose of a business at a price or on terms that are less than it had anticipated. After reaching an agreement with a buyer or seller for the disposition of a business, the Company is subject to satisfaction of pre-closing conditions, which may prevent the Company from completing the transaction. Dispositions may also involve continued financial involvement in the divested business, such as through continuing equity ownership, guarantees, indemnities or other financial obligations. Under these arrangements, performance by the divested businesses or other conditions outside the Company’s control could affect its future financial results.14

Table of Contents

The terms of our existing credit facilities could limit our operating flexibility. The credit agreement governing our existing credit facilities contains certain financial and certain affirmative and negative covenants requiring us to maintain certain financial ratios and liquidity levels, limiting the ability to, among other things, incur additional indebtedness, make certain investments, make certain restricted payments, incur certain liens or permit them to exist, hold cash deposits in accounts not maintained with lenders under the existing credit facilities or their affiliates, enter into certain types of transactions with affiliates, merge or consolidate with another company, and transfer, sell or otherwise dispose of assets. These terms may affect our ability to obtain future financing and to pursue attractive business opportunities, and our flexibility in planning for, and reacting to, changes in business conditions, which could adversely affect our business, financial condition and results of operations. If we fail to comply with the provisions of our existing credit facilities and if such failure is not cured or waived, it could result in an event of default that could enable our lenders to declare the outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable. Any such default would also limit our ability to obtain additional financing, which could have an adverse effect on our cash flow and liquidity.

We have incurred impairment charges for our goodwill and other long-lived tangible and intangible assets, and may incur further impairment charges in the future, which would negatively impact our operating results. We review goodwill and other long-term assets regularly to assess whether indicators of impairment have arisen, the result of which may require that the Company recognize an impairment charge. Impairments have resulted and may result from, among other things, actual or projected decline in performance, adverse changes in interest rates and other market conditions, adverse changes in applicable laws or regulations, and a variety of other factors. We have in the past recorded, and may in the future be required to record, significant charges in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is determined. For example, during fiscal 2025, fiscal 2024, and fiscal 2023, we recorded aggregate non-cash impairment charges of $143.8 million, $19.8 million, and $64.6 million, respectively, related to goodwill and certain trademarks to reduce their carrying value to their estimated fair value. If we are required to record additional non-cash impairment charges to our goodwill, other intangibles, and/or long-lived assets, any such non-cash charge could have a material adverse effect on our Consolidated Statements of Operations and Balance Sheets in the reporting period in which we record the charge.

Information Technology and Systems

Failure to protect our website, networks and computer systems against disruption and cyber security threats, or otherwise protect our and our customers’ confidential information, could damage our relationships with our customers, harm our reputation, expose us to litigation and adversely affect our business. We rely extensively on our computer systems for the successful operation of our business, including corporate email communications to and from employees, customers and retail operations, the design, manufacture and distribution of our finished goods, digital marketing efforts, collection and retention of customer data, employee information, the processing of credit card transactions, online e-commerce activities and our interaction with the public in the social media space. Our systems are subject to damage or interruption from computer viruses, malicious attacks and other security breaches. The possibility of a cyber-attack on any one or all of these systems is always a serious threat and consumer awareness and sensitivity to privacy breaches and cyber security threats is high. If a cybersecurity incident occurs, or there is a public perception that we have suffered a breach, our reputation and brand could be damaged and we could be required to expend significant capital and other resources to alleviate problems.

As part of our business model, we collect, retain, and transmit confidential information over public networks. In addition to our own databases, we use third party service providers to store, process and transmit this information on our behalf. Although we contractually require these service providers to implement and use reasonable security measures, we cannot control third parties and cannot guarantee that a security breach will not occur in the future either at their location or within their systems. We have reasonable and up-to-date security measures in place to protect both our physical facilities and digital systems from attacks. Despite these efforts, we may be vulnerable to targeted or random security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events.

Given the robust nature of our e-commerce presence and digital strategy, it is imperative that we and our e-commerce partners maintain uninterrupted operation of our: (i) computer hardware, (ii) software systems, (iii) customer marketing databases, and (iv) ability to email our current and potential customers.15

Table of Contents

In addition, our systems may increasingly incorporate features involving artificial intelligence ("AI"), which is complex, subject to increasing litigation and regulatory scrutiny, and may have errors or inadequacies that are not easily detectable. In some instances, we may make use of third-party artificial intelligence products and services. These features, products, and services may produce unintentional or unexpected outputs that are incorrect, infringe intellectual property or other rights, do not match our business goals, do not comply with our internal policies or applicable legal or contractual requirements, or otherwise are inconsistent with our business goals or brand identities. As a result, our implementation of AI features, products and services could subject us to regulatory action, legal liability, and brand or reputational harm.

If our systems are damaged or fail to function properly or reliably, we may incur substantial interruption, repair or replacement costs, experience data loss or theft and impediments to our ability to conduct our operations. Any material disruptions in our e-commerce presence or information technology systems could have a material adverse effect on our business, financial condition and results of operations.

An increase in the number of employees working remotely has amplified certain risks to the Company’s business and increased demand on the Company’s information technology resources and systems. ~~Following~~A ~~the COVID-19 pandemic, the Company experienced an increase in the~~ number of ~~its~~the Company's employees ~~working~~work remotely, which ~~has~~results ~~led~~in to increased risks of phishing and other cybersecurity attacks as cybercriminals try to exploit the ~~uncertainty~~vulnerabilities surrounding ~~the~~remote ~~COVID-19 pandemic~~work, and an increase in the number of points of potential attack, such as laptops and mobile devices (both of which are now being used in increased numbers), to be secured,. ~~and~~Any ~~any~~ failure to effectively manage these risks, including to timely identify and appropriately respond to any cyberattacks, may adversely affect the Company’s business.

If the Company fails to continuously improve its website (on all relevant platforms, including mobile), including successful deployment of new technology, it may not attract or retain customers and may otherwise experience harm to its business. If potential or existing customers do not find the Company’s website (on all relevant platforms, including mobile) a convenient place to shop, the Company may not attract or retain customers and its sales may suffer. To encourage the use of the Company’s website, it must continuously improve its accessibility, content and ease of use. If the Company is unable to maintain a compelling web presence, including by successfully responding to new technology trends (such as generative artificial intelligence), competitors' websites may be perceived as easier to use or better able to satisfy customer needs. In addition, our use of generative AI in certain features of our website may present risks and challenges that remain uncertain due to the relative novelty of this technology, and could subject us to competitive harm, regulatory action, legal liability and brand or reputational harm.

The Company’s business could be injured by significant credit card, debit card and gift card fraud. Customers typically pay for their ~~on-line~~online or telephone orders with debit or credit cards as well as a portion of their orders using gift cards. The Company’s revenues and gross margins could decrease if it experienced significant credit card, debit card and gift card fraud. Failure to adequately detect and avoid fraudulent credit card, debit card and gift card transactions could cause the Company to lose its ability to accept credit cards or debit cards as forms of payment and/or result in charge-backs of the fraudulently charged amounts and/or significantly decrease revenues. Furthermore, widespread credit card, debit card and gift card fraud may lessen the Company’s customers’ willingness to purchase products through the Company’s websites or toll-free telephone numbers. For this reason, such failure could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Unexpected system interruptions caused by system failures may result in reduced revenues and harm to the Company’s brand. In the past, particularly during peak holiday periods, the Company has experienced significant increases in traffic on its website and in its toll-free customer service centers. The Company’s operations are dependent on its ability to maintain its computer and telecommunications systems in effective working order and to protect its systems against damage from fire, natural disaster, power loss, telecommunications failure, security breaches (including breaches of our transaction processing or other systems that could result in the compromise of confidential customer data), or similar events. The Company’s systems have in the past, and may in the future, experience:

● •system interruptions; ~~● long response times; and ● degradation in service.~~

In•long ~~addition,~~response ~~the~~times; ~~Company periodically updates or replaces legacy systems with successor systems. If the Company fails to timely~~ and ~~successfully effect any such updates, the Company’s order management, fulfillment, or other business processes could experience interruptions.~~

~~The~~•degradation ~~Company’s~~in ~~business depends on customers making purchases on its systems~~service. ~~Its revenues may decrease and its reputation could be harmed if it experiences frequent or long system delays or interruptions or if a disruption occurs during a peak holiday season.~~

14 16

Table of Contents

IfIn ~~the Company’s telecommunications providers do not adequately maintain the Company’s service~~addition, the Company ~~may~~periodically ~~experience~~updates ~~system~~or ~~failures~~replaces ~~and~~legacy ~~its~~systems ~~revenues~~with ~~may~~successor ~~decrease~~systems. ~~The~~Implementation ~~Company~~of isnew ~~dependent~~systems onin ~~telecommunication~~prior ~~providers~~periods tohas ~~provide~~resulted ~~telephone~~in ~~services~~business todisruptions ~~its customer service centers~~ and ~~connectivity~~associated ~~with~~costs, ~~its~~as ~~data~~previously ~~centers~~disclosed. ~~Although~~If the Company ~~maintains~~fails ~~redundant~~to ~~telecommunications~~timely ~~systems,~~and ifsuccessfully ~~these~~effect ~~providers~~any ~~experience~~future system ~~failures~~updates, ~~or fail to adequately maintain~~ the Company’s ~~systems~~order management, ~~the~~fulfillment, Company may experience interruptions and will be unable to generate revenue. The Company depends upon these third-party relationships because it does not have the resources to maintain its service without these or other ~~third~~business ~~parties.~~processes ~~Failure~~could toexperience ~~maintain~~interruptions, ~~these~~and ~~relationships~~our orresults ~~replace~~of ~~them on financially attractive terms may disrupt the Company’s~~ operations orcould ~~require~~be itnegatively ~~to incur significant unanticipated costs~~affected.

The Company’s business depends on customers making purchases on its systems. Its revenues may decrease and its reputation could be harmed if it experiences frequent or long system delays or interruptions or if a disruption occurs during a peak holiday season.

If the Company’s telecommunications providers do not adequately maintain the Company’s service, the Company may experience system failures and its revenues may decrease. The Company is dependent on telecommunication providers to provide telephone services and connectivity to its customer service centers and data centers. Although the Company maintains redundant telecommunications systems, if these providers experience system failures or fail to adequately maintain the Company’s systems, the Company may experience interruptions and will be unable to generate revenue. The Company depends upon these third-party relationships because it does not have the resources to maintain its service without these or other third parties. Failure to maintain these relationships or replace them on financially attractive terms may disrupt the Company’s operations or require it to incur significant unanticipated costs.

Legal, Regulatory, Tax and Other Risks

Unauthorized use of the Company’s intellectual property by third parties may damage its brands. Unauthorized use of the Company’s intellectual property by third parties may damage its brands and its reputation and may likely result in a loss of customers. It may be possible for third parties to obtain and use the Company’s intellectual property without authorization. Third parties have in the past infringed or misappropriated the Company’s intellectual property or similar proprietary rights. The Company believes infringements and misappropriations will continue to occur in the future. Furthermore, the validity, enforceability and scope of protection of intellectual property in Internet-related industries is uncertain and still evolving. The Company has been unable to register certain of its intellectual property in some foreign countries and furthermore, the laws of some foreign countries are uncertain or do not protect intellectual property rights to the same extent as do the laws of the United States. The protection of the Company's intellectual property may require significant time and expense, and we may not be successful in our efforts.

The Company’s franchisees may damage its brands or increase its costs by failing to comply with its franchise agreements or its operating standards. The Company’s franchise business is governed by its Uniform Franchise Disclosure Document, franchise agreements and applicable franchise law. If the Company’s franchisees do not comply with its established operating standards or the terms of the franchise agreements, the 1-800-FLOWERS.COM brands may be damaged. The Company may incur significant additional costs, including time-consuming and expensive litigation, to enforce its rights under the franchise agreements. Additionally, the Company is the primary tenant on certain leases, which the franchisees sublease from the Company. If a franchisee fails to meet its obligations as subtenant, the Company could incur significant costs to avoid default under the primary lease. Furthermore, as a franchisor, the Company has obligations to its franchisees. Franchisees may challenge the performance of the Company’s obligations under the franchise agreements and subject it to costs in defending these claims and, if the claims are successful, costs in connection with their compliance.

If third parties acquire rights to use similar domain names or phone numbers or if the Company loses the right to use its phone numbers, its brands may be damaged and it may lose sales. The Company’s Internet domain names are an important aspect of its brand recognition. The Company cannot practically acquire rights to all domain names similar to www.1800flowers.com, or its other brands, whether under existing top level domains or those issued in the future. If third parties obtain rights to similar domain names, these third parties may confuse the Company’s customers and cause its customers to inadvertently place orders with these third parties, which could result in lost sales and could damage its brands.

Likewise, the phone number that spells 1-800-FLOWERS is important to the Company’s brand and its business. While the Company has obtained the right to use the phone numbers 1-800-FLOWERS, 1-888-FLOWERS and 1-877-FLOWERS, as well as common toll-free “FLOWERS” misdials, it may not be able to obtain rights to use the FLOWERS phone number as new toll-free prefixes are issued, or the rights to all similar and potentially confusing numbers. If third parties obtain the phone number that spells “FLOWERS" with a different prefix or a toll-free number similar to FLOWERS, these parties may also confuse the Company’s customers and cause lost sales and potential damage to its brands. In addition, under applicable FCC rules, ownership rights to phone numbers cannot be acquired. Accordingly, the FCC may rescind the Company’s right to use any of its phone numbers, including 1-800-FLOWERS (1-800-356-9377).

Table of Contents

Defending against intellectual property infringement claims could be expensive and, if the Company is not successful, could disrupt its ability to conduct business. The Company has been unable to register certain of its intellectual properties in some foreign countries, including, “1-800-Flowers.com”, “1-800-Flowers” and “800-Flowers”. The Company cannot be certain that the products it sells, or services it offers, do not or will not infringe valid patents, trademarks, copyrights or other intellectual property rights held by third parties. The Company may be a party to legal proceedings and claims relating to the intellectual property of others from time to time in the ordinary course of its business. The Company may incur substantial expense in defending against these third-party infringement claims, regardless of their merit. Successful infringement claims against the Company may result in substantial monetary liability or may materially disrupt its ability to conduct business.

Product liability claims may subject the Company to increased costs. Several of the products the Company sells, including perishable food and alcoholic beverage products, may expose it to product liability claims in the event that the use or consumption of these products results in personal injury or property damage. Although the Company has not experienced any material losses due to product liability claims to date, it may be a party to product liability claims in the future and incur significant costs in their defense. Product liability claims often create negative publicity, which could materially damage the Company’s reputation and its brands. Although the Company maintains insurance against product liability claims, its coverage may be inadequate to cover any liabilities it may incur.

Table of Contents

Future litigation could have a material adverse effect on our business and results of operations. Lawsuits and other administrative or legal proceedings that may arise in the course of our operations can involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. In addition, lawsuits and other legal proceedings may be time consuming and may require a commitment of management and personnel resources that will be diverted from our normal business operations. Although we generally maintain insurance to mitigate certain costs, there can be no assurance that costs associated with lawsuits or other legal proceedings will not exceed the limits of insurance policies. Moreover, we may be unable to continue to maintain our existing insurance at a reasonable cost, if at all, or to secure additional coverage, which may result in costs associated with lawsuits and other legal proceedings being uninsured. Our business, financial condition, and results of operations could be adversely affected if a judgment, penalty or fine is not fully covered by insurance.

A privacy or data security breach could expose us to costly government enforcement actions and private litigation and adversely affect our business. An important component of our business involves the receipt, processing, transmittal, and storage of personal and confidential information about our customers. We have programs in place to detect, contain and respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our team members, contractors, vendors, and temporary staff. In addition, security breaches can also occur as a result of intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships. Any actual or suspected security breach or other compromise of our security measures or those of our third party vendors, whether as a result of banking efforts, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering or otherwise, could harm our reputation and business, damage our brand and make it harder to retain existing customers or acquire new ones, require us to expend significant capital and other resources to address the breach, and result in a violation of applicable laws, regulations or other legal obligations. Moreover, any insurance coverage we may carry may be inadequate to cover the expenses and other potential financial exposure we could face as a result of a privacy or data breach.

Table of Contents

Our business is subject to government regulation in various areas, and the increasing costs of compliance efforts, as well as any potential non-compliance, could adversely impact our business. We are subject to laws and regulations affecting our operations in a number of areas, including consumer protection, labor and employment, data privacy, product safety, and environmental. Compliance with these and similar laws and regulations may require significant effort and expense, and variances and inconsistencies in requirements among jurisdictions may exacerbate this effort and expense. Because the Company’s products and services are available over the Internet anywhere in the world, multiple jurisdictions may claim that the Company is required to do business as a foreign corporation in one or more of those jurisdictions. Failure to qualify as a foreign corporation in a jurisdiction where the Company is required to do so could subject it to taxes and penalties. States or foreign governments may charge the Company with violations of local laws. The time and expense of compliance with existing and future regulations could, in the aggregate, adversely affect our results of operations, limit our product and service offerings in one or more regions, constrain our marketing efforts, or otherwise cause us to change or limit our business practices.

We have implemented policies and procedures designed to ensure compliance with applicable laws and regulations, but there can be no assurance that our customers, employees, contractors, vendors, franchisees, or agents will not violate such laws and regulations or our policies and procedures. If we are held responsible for any such violations, we could incur substantial aggregate expense from monetary penalties, resolution of customer claims, higher insurance premiums, and the time and expense of addressing any such violation, which could be material to us. Additionally, we could experience reputational harm as a result of any such violations.

Failure to comply with federal, state and international laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financial condition.

A variety of federal, state and international laws and regulations govern the collection, use, retention, sharing, export and security of personal information. These include laws and regulations that are intended to protect the privacy of children online, including the Children’s Online Privacy Protection Act, a U.S. federal law that requires websites and online services to obtain parental consent before collecting personal information from children under 13, as well as regulations adopted by the Federal Trade Commission, and a growing array of state laws. We also may choose to comply with, or may be required to comply with, self-regulatory obligations or other industry standards. Laws and regulations relating to privacy, data protection and consumer protection are evolving and subject to potentially differing interpretations, and laws providing for new privacy and security rights and requirements may overlap with each other, and may be enacted or come into effect in different jurisdictions. These requirements may be enacted, interpreted or applied in a manner that is inconsistent from one jurisdiction to another or in a manner that conflicts with other rules or our practices. As a result, some of our practices may ~~not~~be ~~comply~~in conflict, or may not comply in the future with all such evolving laws, regulations, requirements and obligations. Any failure, or perceived failure, by us to comply with any federal, state or international privacy or consumer protection-related laws, regulations, regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, proceedings or actions against us by governmental entities or others, including claims for statutory damages asserted on behalf of purported classes of affected persons or other liabilities or require us to change our business practices, including changing, limiting or ceasing altogether the collection, use, sharing, or transfer of data relating to customers, which could materially adversely affect our business, financial condition and operating results.

16 19

Table of Contents

Many governmental regulations may impact the Internet, which could affect the Company’s ability to conduct business. Any new law or regulation, or the application or interpretation of existing laws, may adversely impact the growth in the use of the Internet or the Company’s websites. The Company expects there will be an increasing number of laws and regulations pertaining to the Internet in the United States and throughout the world. These laws or regulations may relate to liability for information received from or transmitted over the Internet, online content regulation, user privacy, age-appropriate design, taxation and quality of products and services sold over the Internet. Moreover, the applicability to the Internet of existing laws governing intellectual property ownership and infringement, copyright, trademark, trade secret, obscenity, libel, employment, personal privacy and other issues is uncertain and developing. This could decrease the demand for the Company’s products, increase its costs or otherwise adversely affect its business.

Regulations imposed by the Federal Trade Commission may adversely affect the growth of the Company’s Internet business or its marketing efforts. The Federal Trade Commission has proposed regulations regarding the collection and use of personal identifying information obtained from individuals when accessing websites, with particular emphasis on access by minors. These regulations may include requirements that the Company establish procedures to disclose and notify users of privacy and security policies, obtain consent from users for collection and use of information and provide users with the ability to access, correct and delete personal information stored by the Company. These regulations may also include enforcement and redress provisions. Moreover, even in the absence of those regulations, the Federal Trade Commission has begun investigations into the privacy practices of other companies that collect information on the Internet. One investigation resulted in a consent decree under which an Internet company agreed to establish programs to implement the principles noted above. The Company may become a party to a similar investigation, or the Federal Trade Commission’s regulatory and enforcement efforts, or those of other governmental bodies, which may adversely affect its ability to collect demographic and personal information from users, and could adversely affect its marketing efforts.

Our business is subject to evolving corporate governance and public disclosure regulations and expectations. We are subject to evolving rules and regulations promulgated by a number of federal, state, and local governmental and self-regulatory organizations, including the United States Securities and Exchange Commission (“SEC”), the Nasdaq Stock Exchange and the Financial Accounting Standards Board. These rules and regulations continue to increase in scope and complexity, making compliance more difficult, expensive and uncertain. In addition, public companies are encountering increased scrutiny on ESG matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations. For example, developing and acting on initiatives within the scope of ESG, and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards. We could be criticized, fined or suffer other adverse consequences based on the inaccuracy, inadequacy or incompleteness of our reporting. If our ESG-related data, processes and reporting are incomplete or inaccurate, or if we otherwise fail to comply with ESG-related regulations, our reputation, business, financial performance and growth could be adversely affected.

The price at which the Company’s Class A common stock will trade may be highly volatile and may fluctuate substantially. The stock market has from time to time experienced price and volume fluctuations that have affected the market prices of securities, particularly securities of companies with Internet operations. As a result, investors may experience a material decline in the market price of the Company’s Class A common stock, regardless of the Company’s operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. The Company may become involved in this type of litigation in the future. Litigation of this type is often expensive and diverts management’s attention and resources and could have a material adverse effect on the Company’s business and its results of operations.

Additional Information

Item 1B. Unresolved Staff Comments

We have received no written comments regarding our current or periodic reports from the staff of the SEC that were issued 180 days or more preceding the end of our fiscal year ended ~~June~~ 30June 29, ~~2024~~2025 that remain unresolved.

17 Item 1C. Cybersecurity

Risk Management and Strategy

In the ordinary course of our business, we utilize technology systems to collect, use, store, and transmit information. The confidentiality, integrity, and availability of the information in our systems is important to our operations, business strategy, and maintaining the trust of our customers, employees and partners. As part of our enterprise risk management program, we have processes in place to identify, assess, and manage material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K.

Our cybersecurity team engages with applicable personnel across the enterprise and utilizes software tools to identify, categorize, and quantify material cybersecurity threat risks. The team meets regularly to consider new, known, and evolving risks and evaluate the measures in place to mitigate these risks.

Our strategy for managing cybersecurity risk is multifaceted and includes, without limitation: (i) robust security policies and procedures, designed in part to comply with the Payment Card Industry Data Security Standard (PCI-DSS), (ii) an incident response plan backed with industry-leading incident response support services, (iii) comprehensive system security vulnerability scanning, and oversight by a 24 hours a day, 7 days a week, 365 days a year Securities Operation Center; (iv) periodic cybersecurity awareness training and testing for employees and certain contractors; (v) risk management of our third-party suppliers, vendors, and other partners, which includes risk-based diligence and contractual provisions that generally allow for periodic auditing, and (vi) security assessments of any businesses that we acquire.

Table of Contents

~~Item~~As ~~1C.~~part ~~Cybersecurity~~of our cybersecurity risk management program, we periodically engage third parties to evaluate and test our systems, run tabletop exercises to test our incident response processes, provide incident response support if needed, and certify our PCI-DSS compliance.

~~Risk~~We ~~Management~~face ongoing risks that, if realized, could materially impact our business, operations and ~~Strategy~~financial results. See our risk factor disclosures in Item 1A of this Annual Report on Form 10-K under the heading “Information Technology and Systems,” which are incorporated by reference herein. To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the company, including our business strategy, results of operations, or financial condition.

~~Our~~The ~~cybersecurity~~Board ~~team~~of ~~engages~~Directors ~~with~~of ~~applicable~~the ~~personnel~~Company ~~across~~ (the ~~enterprise~~“Board”), as a whole and ~~utilizes~~through ~~software~~its ~~tools~~committees, tooversees ~~identify~~the Company’s risk management process, ~~categorize~~including operational, ~~and~~financial, ~~quantify~~legal, ~~material~~strategic, ~~cybersecurity~~marketing ~~threat~~and brand reputation risks. The ~~team~~Technology ~~meets~~and ~~regularly~~Cybersecurity toCommittee ~~consider~~of ~~new~~the Board (the “Committee”) oversees risk management associated with the Company’s information technology use and protection, ~~known~~including data governance, privacy, compliance, and ~~evolving~~cybersecurity. ~~risks~~The ~~and~~Committee ~~evaluate~~comprises ~~the~~Board ~~measures~~members with particular expertise in ~~place~~technology and management, equipping them to ~~mitigate~~oversee ~~these~~cybersecurity risks effectively.

~~Our~~The ~~strategy~~Committee is responsible for ~~managing~~the ~~cybersecurity~~oversight ~~risk~~of isthe ~~multifaceted~~Company’s policies and ~~includes,~~procedures ~~without~~intended ~~limitation:~~to ~~(i)~~provide ~~robust~~ security, ~~policies~~confidentiality, availability, and ~~procedures,~~integrity ~~designed~~of inthe ~~part~~Company’s toinformation, ~~comply~~including with ~~Payment~~respect ~~Card~~to ~~Industry,~~data orprivacy ~~PCI,~~and ~~rules;~~the ~~(ii)~~Company’s ancompliance ~~incident~~with ~~response~~applicable ~~plan,~~data ~~(iii) comprehensive~~privacy ~~system~~and ~~security~~cybersecurity ~~elements~~laws and ~~vulnerability~~regulations. ~~scanning;~~The ~~(iv)~~Committee ~~periodic~~also ~~cybersecurity~~oversees ~~awareness~~the ~~training~~quality and ~~testing~~effectiveness ~~for~~of ~~employees~~the ~~and~~Company’s ~~certain~~policies ~~contractors;~~and ~~(v) risk~~procedures ~~management~~with ofrespect ~~our~~to ~~third-party~~its ~~suppliers,~~information ~~vendors,~~technology systems and ~~other~~provides ~~partners,~~oversight ~~which~~on ~~includes~~the ~~risk-based~~Company’s ~~diligence~~policies and ~~contractual~~procedures ~~provisions~~in ~~that~~maintaining ~~generally~~preparedness ~~allow~~ for ~~periodic~~responding ~~auditing~~to any material incidents. The Committee also periodically coordinates with the Company’s Audit Committee, ~~and~~which ~~(vi)~~reviews ~~security~~risks ~~assessments~~related ofto ~~any~~the ~~businesses~~Company’s ~~that~~information wetechnology ~~acquire~~systems, including privacy, network security and data security.

AsThe ~~part~~Company’s program to identify, assess, and manage cybersecurity risks is currently led by our Senior Vice President, IT Operations, and leverages the expertise of our ~~cybersecurity~~Chief ~~risk~~Financial ~~management~~Officer ~~program~~and General Counsel. Our Senior Vice President, weIT ~~periodically~~Operations ~~engage~~holds ~~third~~a ~~parties~~Bachelor toof ~~evaluate~~Business Administration in Business Computer Information Systems and ~~test~~has ~~our~~over 20 years of work experience, with more than 5 years in senior executive roles involving managing information systems, ~~run~~including ~~tabletop~~implementing ~~exercises~~effective toinformation ~~test~~and cybersecurity programs. Our Senior Vice President, IT Operations, who reports to our ~~incident~~Chief ~~response~~Executive ~~processes~~Officer, ~~provide~~meets ~~incident~~regularly ~~response~~with ~~support~~the ifexecutive ~~needed~~leadership team regarding topics related to technology operations, including cybersecurity, and ~~review~~also ~~our~~periodically ~~PCI~~updates ~~compliance~~the Board and the Committee regarding the Company’s cybersecurity and data privacy risk mitigation plans.

WeWith ~~face~~respect ~~ongoing~~to ~~risks~~the ~~that~~prevention, ifdetection, ~~realized~~mitigation, ~~could~~and ~~materially~~remediation ~~impact~~of ~~our~~cybersecurity ~~business~~incidents, ~~operations~~our ~~and~~information ~~financial~~security ~~results.~~team, ~~See~~under ~~our~~the ~~risk~~direction ~~factor~~of ~~disclosures~~our ~~in Item~~Senior ~~1A of~~Vice ~~this~~President, ~~Annual~~IT ~~Report~~Operations, onmonitors ~~Form~~our ~~10-K~~information ~~under~~systems, assesses the ~~heading~~severity ~~“Information~~of ~~Technology~~any ~~and~~incidents ~~Systems,”~~it ~~which~~detects ~~are~~or ~~incorporated~~that byare ~~reference~~otherwise ~~herein.~~reported, Toand ~~date,~~follows ~~risks~~escalation ~~from~~procedures ~~cybersecurity~~embedded ~~threats,~~within ~~including~~our asincident aresponse ~~result~~plan ofto ~~any~~inform ~~previous~~the ~~cybersecurity~~Senior ~~incidents~~Vice President, ~~have~~IT ~~not~~Operations, ~~materially~~other ~~affected~~members ~~the~~of ~~company~~management, ~~including~~the ~~our business strategy~~Committee, ~~results~~and ofthe ~~operations~~Board, oreach ~~financial~~as ~~condition~~needed.

~~Governance~~21

~~The~~Table ~~Board~~ of Directors of the Company (the “Board”), as a whole and through its committees, oversees the Company’s risk management process, including operational, financial, legal, strategic, marketing and brand reputation risks. The Technology and Cybersecurity Committee of the Board (the “Committee”) oversees risk management associated with the Company’s information technology use and protection, including data governance, privacy, compliance, and cybersecurity. The Committee comprises Board members with particular expertise in technology and management, equipping them to oversee cybersecurity risks effectively.Contents

~~The~~Item Committee is responsible for the oversight of the Company’s policies and procedures intended to provide security, confidentiality, availability, and integrity of the Company’s information, including with respect to data privacy and the Company’s compliance with applicable data privacy and cybersecurity laws and regulations2. The Committee also oversees the quality and effectiveness of the Company’s policies and procedures with respect to its information technology systems and provides oversight on the Company’s policies and procedures in maintaining preparedness for responding to any material incidents. The Committee also periodically coordinates with the Company’s Audit Committee, which reviews risks related to the Company’s information technology systems, including privacy, network security and data security. PROPERTIES

The ~~Company’s~~table ~~program~~below tolists ~~identify, assess, and manage cybersecurity risks is led by our Chief Information Officer, and leverages~~ the expertise of our Chief Financial Officer and General Counsel. Our Chief Information Officer holds a Bachelor of Science in Computer Science and has over 30 years of work experience, with more than 20 years in senior executive roles involving managing information systems, including implementing effective information and cybersecurity programs. Our Chief Information Officer, who reports to our Chief Executive Officer, meets regularly with the executive leadership team regarding topics related to technology operations, including cybersecurity, and also periodically updates the Board and the Committee regarding the Company’s ~~cybersecurity~~material ~~and~~properties ~~data~~at ~~privacy~~June 29, ~~risk mitigation plans.~~2025:

With respect to the prevention, detection, mitigation, and remediation of cybersecurity incidents, our information security team, under the direction of our Chief Information Officer, monitors our information systems, assesses the severity of any incidents it detects or that are otherwise reported, and follows escalation procedures embedded within our incident response plan to inform the Chief Information Officer, other members of management, the Committee, and the Board, each as needed.

Location

Type

Principal Use

Square Footage

Ownership

Medford, OR

Office, plant and warehouse

Manufacturing, distribution and administrative

1,112,000

owned

Bolingbrook, IL

Office, plant and warehouse

Manufacturing, distribution and administrative

361,176

leased

Hebron, OH

Office, plant and warehouse

Manufacturing, distribution and administrative

330,900

owned

Medford, OR

Warehouse

Storage

324,500

leased

Obetz, OH

Warehouse

Distribution

301,176

leased

Atlanta, GA

Warehouse

Manufacturing and distribution

272,821

leased

Groveport, OH

Warehouse

Distribution

255,070

leased

Melrose Park, IL

Office and warehouse

Distribution, administrative and customer service

250,000

leased

Jacksonville, FL

Office and warehouse

Distribution and administrative

180,000

owned

Lake Forest, IL

Office, plant and warehouse

Manufacturing, distribution and administrative

148,000

leased

Hebron, OH

Warehouse

Storage

116,000

leased

Burr Ridge, IL

Office, plant and warehouse

Manufacturing, distribution and administrative

109,722

leased

Jericho, NY

Office

Headquarters

92,700

leased

Westerville, OH

Office, plant and warehouse

Manufacturing, distribution and administrative

88,000

owned

Reno, NV

Warehouse

Distribution

70,000

leased

Memphis, TN

Warehouse

Distribution

70,000

leased

Philadelphia, PA

Fulfillment Center

Distribution

31,000

leased

Jackson County, OR

Orchards

Farming

41 (acres)

leased

Jackson County, OR

Orchards

Farming

1,819 (acres)

owned

Jackson County, OR

Land

Fallow land

1,356 (acres)

owned

Josephine County, OR

Orchards

Farming

91 (acres)

owned

Josephine County, OR

Land

Fallow land

88 (acres)

owned

18 Item 3. LEGAL PROCEEDINGS

~~Table~~See ofNote ~~Contents~~ 16 in Part IV, Item 15 for details.

Item 24. MINE ~~PROPERTIES~~SAFETY DISCLOSURES

~~The~~Not ~~table below lists the Company’s material properties at June 30, 2024:~~applicable.

Location	Type	Principal Use	Square Footage	Ownership
Medford, OR	Office, plant and warehouse	Manufacturing, distribution and administrative	1,112,000	owned
Bolingbrook, IL	Office, plant and warehouse	Manufacturing, distribution and administrative	361,176	leased
Hebron, OH	Office, plant and warehouse	Manufacturing, distribution and administrative	330,900	owned
Medford, OR	Warehouse	Storage	324,500	leased
Obetz, OH	Warehouse	Distribution	301,176	leased
Atlanta, GA	Warehouse	Manufacturing and distribution	272,821	leased
Groveport, OH	Warehouse	Distribution	255,070	leased
Melrose Park, IL	Office and warehouse	Distribution, administrative and customer service	250,000	leased
Jacksonville, FL	Office and warehouse	Distribution and administrative	180,000	owned
Lake Forest, IL	Office, plant and warehouse	Manufacturing, distribution and administrative	148,000	leased
Hebron, OH	Warehouse	Storage	116,000	leased
Burr Ridge, IL	Office, plant and warehouse	Manufacturing, distribution and administrative	109,722	leased
Jericho, NY	Office	Headquarters	92,700	leased
Westerville, OH	Office, plant and warehouse	Manufacturing, distribution and administrative	88,000	owned
Reno, NV	Warehouse	Distribution	70,000	leased
Memphis, TN	Warehouse	Distribution	70,000	leased
Jackson County, OR	Orchards	Farming	41 (acres)	leased
Jackson County, OR	Orchards	Farming	1,705 (acres)	owned
Jackson County, OR	Land	Fallow land	1,476 (acres)	owned
Josephine County, OR	Orchards	Farming	67 (acres)	owned
Josephine County, OR	Land	Fallow land	112 (acres)	owned

~~Item~~Table 3.of ~~LEGAL PROCEEDINGS~~Contents

~~See~~PART ~~Note 17 in Part IV, Item 15 for details.~~II

Item 45. MARKET ~~MINE~~FOR ~~SAFETY~~REGISTRANT’S ~~DISCLOSURES~~COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~Not~~Market ~~applicable.~~Information

19 1-800-FLOWERS.COM’s Class A common stock trades on The NASDAQ Global Select Market under the ticker symbol “FLWS.” There is no established public trading market for the Company’s Class B common stock.

~~Table~~Rights of ~~Contents~~ Common Stock

~~PART~~Holders IIof Class A common stock generally have the same rights as the holders of Class B common stock, except that holders of Class A common stock have one vote per share and holders of Class B common stock have 10 votes per share on all matters submitted to the vote of stockholders. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to the stockholders for their vote or approval, except as may be required by Delaware law. Class B common stock may be converted into Class A common stock at any time on a one-for-one share basis. Each share of Class B common stock will automatically convert into one share of Class A common stock upon its transfer, with limited exceptions. During fiscal 2025 and 2024, no shares of Class B common stock were converted into shares of Class A common stock. During fiscal 2023, 181,393 shares of Class B common stock were converted into shares of Class A common stock.

~~Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Holders

~~Market~~As ~~Information~~of August 29, 2025, there were approximately 172 stockholders of record of the Company’s Class A common stock, although the Company believes that there is a significantly larger number of beneficial owners. As of August 29, 2025, there were 14 stockholders of record of the Company’s Class B common stock.

~~1-800-FLOWERS.COM’s~~Purchases ~~Class~~of AEquity ~~common~~Securities ~~stock~~by ~~trades on The NASDAQ Global Select Market under~~ the ~~ticker symbol “FLWS.” There is no established public trading market for the Company’s Class B common stock.~~Issuer

~~Rights~~The Company has a stock repurchase plan through which purchases can be made from time to time in the open market and through privately negotiated transactions, subject to general market conditions. The repurchase program is financed utilizing available cash. On April 22, 2021, the Company’s Board of ~~Common~~Directors ~~Stock~~authorized an increase to its stock repurchase plan of up to $40.0 million. In addition, on February 3, 2022, the Company’s Board of Directors authorized an additional increase to its stock repurchase plan of up to $40.0 million. The Company repurchased a total of $10.2 million (1,274,559 shares), $10.4 million (1,079,415 shares), and $1.2 million (147,479 shares) during the fiscal years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively, under this program. As of June 29, 2025, $11.4 million remains authorized under the plan.

Holders of Class A common stock generally have the same rights as the holders of Class B common stock, except that holders of Class A common stock have one vote per share and holders of Class B common stock have 10 votes per share on all matters submitted to the vote of stockholders. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to the stockholders for their vote or approval, except as may be required by Delaware law. Class B common stock may be converted into Class A common stock at any time on a one-for-one share basis. Each share of Class B common stock will automatically convert into one share of Class A common stock upon its transfer, with limited exceptions. During Fiscal 2023 and 2022, 181,393 and 904,000 shares of Class B common stock, respectively, were converted into shares of Class A common stock. During Fiscal 2024, no shares of Class B common stock were converted into shares of Class A common stock.23

~~Holders~~Table of Contents

AsThe offollowing ~~August~~table ~~30,~~sets ~~2024~~forth, ~~there~~for ~~were~~the ~~approximately~~months ~~190~~indicated, ~~stockholders of record of~~ the Company’s ~~Class~~purchase Aof common stock, ~~although~~during the ~~Company~~three ~~believes~~months ~~that~~ended ~~there is a significantly larger number of beneficial owners. As of August 30~~June 29, ~~2024, there were 12 stockholders of record of the Company’s Class B common stock.~~2025:

Purchases of Equity Securities by the Issuer


				Total Number
				of Shares
				Purchased as	Dollar Value of
				Part of	Shares
	Total Number			Publicly	that May Yet
	of	Average Price		Announced	Be Purchased
	Shares	Paid Per Share		Plans or	Under the Plans
Period	Purchased	(1)		Programs	or Programs

	(in thousands, except shares and average price paid per share)

03/31/25 – 04/27/25	-	$	-	-	$	11,658
04/28/25 – 05/25/25	46,872	$	5.57	46,872	$	11,396
05/26/25 – 06/29/25	-	$	-	-	$	11,396
Total	46,872	$	5.57	46,872

The Company has a stock repurchase plan through which purchases can be made from time to time in the open market and through privately negotiated transactions, subject to general market conditions. The repurchase program is financed utilizing available cash. On April 22, 2021, the Company’s Board of Directors authorized an increase to its stock repurchase plan of up to $40.0 million. In addition, on February 3, 2022, the Company’s Board of Directors authorized an additional increase to its stock repurchase plan of up to $40.0 million. The Company repurchased a total of$10.4 million (1~~,079,415 shares~~),Average ~~$1.2~~price ~~million~~per ~~(147,479~~share ~~shares),~~excludes ~~and~~commissions ~~$38.2 million (1,592,555 shares) during the fiscal years ended June 30, 2024, July 2, 2023,~~ and ~~July~~other 3,transaction ~~2022, respectively, under this program~~fees. ~~As of June 30, 2024,$21.6 million remains authorized under the plan.~~

20 Dividends

~~Table~~We have never declared or paid cash dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of ~~Contents~~ our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our existing credit facilities contain limitations on the payment of dividends. See our risk factor disclosures in Item1A of this Annual Report on Form 10-K under the heading “Business and Operational Risk Factors” for more details.

~~The following table sets forth, for the months indicated, the Company’s purchase of common stock during the fiscal year 2024, which includes the period July 3, 2023 through June 30, 2024:~~24

					Total Number
					of Shares
					Purchased as		Dollar Value of
					Part of		Shares
	Total Number				Publicly		that May Yet
	of		Average Price		Announced		Be Purchased
	Shares		Paid Per Share		Plans or		Under the Plans
Period	Purchased			(1)	Programs		or Programs
	(in thousands, except shares and average price paid per share)
07/03/23 – 07/30/23		-	$	-		-	$	31,965
07/31/23 – 08/27/23		-	$	-		-	$	31,965
08/28/23 – 10/01/23		10,483	$	7.08		10,483	$	31,890
10/02/23 – 10/29/23		-	$	-		-	$	31,890
10/30/23 – 11/26/23		272,978	$	8.56		272,978	$	29,549
11/27/23 – 12/31/23		240,000	$	9.85		240,000	$	27,178
01/01/24 – 01/28/24		180,000	$	10.38		180,000	$	25,305
01/29/24 – 02/25/24		124,823	$	10.10		124,823	$	24,040
02/26/24 – 03/31/24		120,000	$	10.42		120,000	$	22,787
04/01/24 – 04/28/24		100,000	$	9.27		100,000	$	21,857
04/29/24 – 05/26/24		31,131	$	9.15		31,131	$	21,571
05/27/24 – 06/30/24		-	$	-		-	$	21,571
Total		1,079,415	$	9.60		1,079,415

Table of Contents

~~(1)~~Item ~~Average price per share excludes commissions and other transaction fees~~6. RESERVED

~~Dividends~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

WeThis ~~have~~“Management’s ~~never~~Discussion ~~declared~~and orAnalysis ~~paid~~of ~~cash~~Financial ~~dividends~~Condition onand ~~our~~Results ~~common~~of ~~stock.~~Operations” We(MD&A) ~~currently~~is dointended ~~not~~to ~~anticipate~~provide ~~paying~~an ~~any~~understanding ~~cash~~of ~~dividends~~our financial condition, change in ~~the~~financial ~~foreseeable~~condition, ~~future.~~cash ~~Any~~flow, ~~future~~liquidity ~~determination~~and toresults ~~declare~~of ~~cash~~operations. ~~dividends~~The ~~will~~following MD&A discussion should be ~~made~~read atin ~~the~~conjunction ~~discretion~~with ofthe ~~our~~consolidated ~~board~~financial ofstatements ~~directors,~~and ~~subject~~notes to ~~applicable~~those ~~laws,~~statements ~~and~~that ~~will~~appear ~~depend~~elsewhere onin ~~our~~this ~~financial~~Form ~~condition~~10-K. The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results ofcould ~~operations,~~differ ~~capital~~materially ~~requirements,~~from ~~general~~those ~~business~~discussed ~~conditions~~in ~~and~~the ~~other~~forward-looking ~~factors~~statements. Factors that ~~our~~could ~~board~~cause ofor ~~directors~~contribute ~~may~~to ~~deem~~any ~~relevant~~differences include, but are not limited to, those discussed under Item 1A — “Risk Factors.”

21 Business Overview

~~Table~~The Company is a leading provider of ~~Contents~~ gifts designed to help inspire customers to give more, connect more, and build more and better relationships. See Item 1 in Part I for a detailed description of the Company’s business.

~~Item~~Business ~~6. RESERVED~~Segments

~~Item~~The 7Company operates in the following three business segments: Consumer Floral & Gifts, Gourmet Foods & Gift Baskets, and BloomNet. ~~MANAGEMENT~~The Consumer Floral & Gifts segment includes the operations of the Company’Ss ~~DISCUSSION~~flagship ~~AND~~brand, ~~ANALYSIS~~1-800-Flowers.com, OFPersonalization ~~FINANCIAL~~Mall, ~~CONDITION~~Things ~~AND~~Remembered, ~~RESULTS~~FruitBouquets.com, OFFlowerama ~~OPERATIONS~~and Alice’s Table, while the Gourmet Foods & Gift Baskets segment includes the operations of Harry & David, Wolferman’s Bakery, Vital Choice, Moose Munch, Cheryl’s Cookies, Mrs. Beasley’s, The Popcorn Factory, DesignPac, 1-800-Baskets.com, Simply Chocolate, Shari’s Berries, and Scharffen Berger. The BloomNet segment includes the operations of BloomNet, Napco, and Card Isle.

~~This~~Fiscal ~~“Management’s~~2025 ~~Discussion and Analysis of Financial Condition and~~ Results of Operations” (MD&A) is intended to provide an understanding of our financial condition, change in financial condition, cash flow, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the consolidated financial statements and notes to those statements that appear elsewhere in this Form 10-K. The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under the caption “Forward-Looking Information” and under Item 1A — “Risk Factors.”

~~Business~~Fiscal ~~overview~~2025 was a challenging year from a top and bottom line perspective. The broader macro-economic conditions have continued to impact our consumers. We have seen consumer confidence and sentiment decline in response to various uncertainties, including potential tariff impacts on inflation, a softening labor market, and shifting economic policies.

~~The~~During ~~Company~~fiscal is2025, anet ~~leading~~revenues ~~provider~~decreased ofby ~~gifts~~$145.8 ~~designed~~million, or 8.0%, to ~~help~~$1,685.7 ~~inspire~~million, ~~customers~~compared to ~~give~~fiscal ~~more~~2024, ~~connect~~primarily ~~more,~~due ~~and~~to ~~build~~continued ~~more~~slowing ~~and~~demand ~~better~~for ~~relationships.~~everyday ~~See~~gifting ~~Item~~occasions 1as indiscretionary ~~Part~~income Iremains ~~for~~under apressure ~~detailed~~and ~~description~~consumers ofcontinue to moderate their spending. In addition, the Company’s ~~business~~experienced a highly promotional consumer environment during the holidays.

~~Business~~Gross ~~Segments~~margins declined throughout the year, ending at 38.7%; a 140-basis point decrease over fiscal 2024, primarily due to higher cost of merchandise and deleveraging of fixed costs.

~~The~~Net ~~Company~~loss ~~operates~~was in$200.0 ~~the following three business segments: Consumer Floral & Gifts~~million, ~~Gourmet~~compared ~~Foods~~with &a ~~Gift~~net ~~Baskets,~~loss ~~and~~of ~~BloomNet~~$6.1 ~~The~~million ~~Consumer~~in ~~Floral~~fiscal &2024. ~~Gifts~~Adjusted ~~segment~~EBITDA ~~includes~~for ~~the~~fiscal ~~operations~~2025 ofwas ~~the Company’s flagship brand, 1-800-Flowers~~$29.~~com,~~2 ~~PersonalizationMall~~million, ~~Things~~compared ~~Remembered,~~with ~~FruitBouquets~~$93.~~com,~~1 ~~Flowerama~~million ~~and~~in ~~Alice’s~~fiscal ~~Table~~2024, ~~while~~reflecting ~~the~~a ~~Gourmet~~decline ~~Foods~~in &Adjusted ~~Gift~~EBITDA ~~Baskets segment includes the operations~~ of ~~Harry & David, Wolferman’s Bakery, Vital Choice, Moose Munch, Cheryl’s Cookies, Mrs~~$63.9 ~~Beasley’s~~million, ~~The~~driven ~~Popcorn~~by ~~Factory,~~lower ~~DesignPac~~sales, ~~1-800-Baskets.com,~~reduced ~~Simply~~gross ~~Chocolate,~~margin ~~Shari’s Berries,~~ and ~~Scharffen~~increased ~~Berger.~~advertising ~~The~~costs ~~BloomNet~~(See ~~segment~~Reconciliation ~~includes~~of ~~the~~net ~~operations~~loss ofto ~~BloomNet,~~adjusted ~~Napco,~~EBITDA ~~and~~(non-GAAP) ~~Card Isle~~below).

~~Fiscal 2024~~Goodwill ~~Results~~and Intangible Asset Impairment

~~Fiscal~~During ~~2024,~~the ~~was~~quarter aended ~~challenging~~March ~~year~~30, ~~from~~2025, athe ~~top-line~~Company ~~perspective~~evaluated ~~due~~whether toevents ~~lower~~or ~~demand~~circumstances ~~across~~had ~~all~~changed ~~segments. Consumers~~such ~~continued~~that it towas ~~moderate~~more ~~their~~likely ~~discretionary~~than ~~purchases~~not inthat the ~~face~~fair value of ~~macroeconomic~~its ~~pressures~~goodwill, asintangibles, ~~they~~and ~~remain~~other ~~pressured~~long-lived byassets ~~persistent~~were ~~inflation~~less than their carrying amounts. After consideration of then current operating results, ~~higher~~changes ~~interest~~in ~~rates~~macro-economic conditions, and a decline in the ~~resumption~~Company’s ofmarket ~~student~~capitalization, ~~loan~~the ~~repayments.~~Company ~~The~~concluded ~~downward~~that ~~trend~~a intriggering ~~“Everyday”~~event ~~demand~~had ~~and~~occurred for its Consumer Floral & Gifts reporting unit. As such, tothe aCompany ~~lesser~~performed ~~extent~~an impairment test of the reporting unit’s goodwill, ~~“Holiday”~~intangibles ~~demand~~and long-lived assets as of March 30, ~~which~~2025, ~~began~~and inrecorded ~~the~~a ~~latter~~non-cash ~~half~~goodwill and intangible impairment charge of ~~fiscal~~$138.2 ~~2022~~million, ~~persisted~~comprised ~~throughout~~of ~~fiscal 2024~~$113.4 million related to goodwill and $24.8 million attributable to the Personalization Mall tradename (indefinite-lived intangible asset). The Company ~~did~~concluded ~~see~~that definite-lived and other long-lived assets of the ~~consumer~~reporting ~~spend~~unit ~~increase~~were ~~during~~not impaired. In the ~~fiscal~~ ~~2024~~fourth ~~holiday~~quarter ~~season~~of fiscal 2025, ~~but~~the atCompany ~~softer~~recorded ~~than~~an ~~anticipated~~immaterial ~~levels~~adjustment ~~and~~of ~~later~~$5.6 inmillion to increase the ~~holiday~~previously ~~period~~recognized non-cash goodwill impairment charge. ~~However,~~ The adjustment was the ~~Company~~result ~~has~~of ~~benefited~~a ~~from~~change ~~favorable~~in ~~product~~the ~~mix,~~estimated asallocation ~~higher~~of ~~income~~the ~~customers~~impairment ~~continued~~charge tobetween ~~purchase~~goodwill ~~higher~~that is deductible and non-~~end~~deductible ~~product~~for ~~offerings~~tax purposes.

During fiscal 2024, net revenues declined by $186.4 million, or 9.2%, to $1,831.4 million, compared to fiscal 2023, primarily due to the aforementioned slowing demand for everyday gifting occasions as discretionary income remains under pressure and consumers continue to moderate their spending. The lower revenues were also due to the prudent use of promotional offerings and advertising campaigns that balance the long-term goals of the Company with strategies to improve gross margins and stabilize bottom-line metrics. 25

InTable ~~fiscal~~of 2024, the Company did experience less volatility in freight, labor, and certain commodity costs. This along with the Company's logistics optimization efforts, have driven significant improvements in the Company’s margins, with fiscal 2024 gross margins improving throughout the year and ending at 40.1%; a 260-basis point improvement over fiscal 2023.Contents

~~Net~~In ~~loss~~fiscal ~~was~~2024, ~~$6.1~~during ~~million~~the quarter ended December 31, ~~compared~~2023, ~~with~~as a ~~net~~result ~~loss~~ of ~~$44.7~~a ~~million~~decline in ~~fiscal~~the ~~2023. Adjusted~~actual ~~EBITDA~~and projected revenue for ~~fiscal~~the ~~2024~~Company’s ~~was~~Personalization ~~$93.1 million~~Mall tradename, ~~compared~~as ~~with~~well ~~$91.2~~as ~~million~~a inhigher ~~fiscal~~discount ~~2023,~~rate ~~reflecting~~resulting from the ~~improvement~~higher ininterest ~~Adjusted~~rate ~~EBITDA~~environment, ofthe ~~$1.9,~~Company ~~driven~~determined bythat ~~improvements~~an inimpairment ~~gross~~assessment ~~margin~~was ~~and~~required ~~operating~~for ~~expense~~this ~~efficiencies~~tradename. ~~that~~This ~~offset~~assessment resulted in the ~~revenue~~Company ~~decline~~recording ~~noted~~a ~~above~~non-cash ~~(See~~impairment ~~Reconciliation~~charge of ~~net~~$19.8 ~~loss~~million to ~~adjusted~~reduce ~~EBITDA~~the ~~(non-GAAP)~~recorded ~~below)~~carrying value of the Personalization Mall tradename.

22 During the third quarter of fiscal 2023, the Company evaluated whether events or circumstances had changed such that it would indicate it was more likely than not that its goodwill, intangibles and other long-lived assets of the Gourmet Foods & Gift Baskets reporting units fair values were less than their carrying amounts. After considering the continuing pressures on consumer discretionary spending, ongoing geopolitical events, the current inflationary macro-economic conditions, related cost input headwinds that have negatively impacted the Company’s gross margins, and resulting downward revisions to its forecast, the Company concluded that a triggering event had occurred for its Gourmet Foods & Gift Baskets reporting unit. As such, the Company performed an impairment test of the reporting unit’s goodwill, intangibles and long-lived assets as of April 2, 2023, and recorded a non-cash adjustment to fully impair the related goodwill of $62.3 million, and partially impaired certain tradenames totaling $2.3 million within the reporting unit – See Note 7 – Goodwill and Other Intangibles, Net in Item 15.

~~Table~~Acquisition of ~~Contents~~ Scharffen Berger

~~Goodwill~~On July 1, 2024, the Company completed its acquisition of certain assets of Scharffen Berger®, a chocolate manufacturing company, expanding the Company's product offerings in the Gourmet Foods & Gift Baskets Segment. The Company used cash on its balance sheet to fund the approximately $3.3 million purchase. Scharffen Berger annual revenues and ~~Intangible~~results ~~Asset~~of ~~Impairment~~operations, based on its most recently available financial information at the time of acquisition, are deemed immaterial to the Company's consolidated financial statements and, as such, pro forma results of operations have not been presented - see Note 4 – Acquisitions in Item 15.

~~During~~Acquisition ~~the second quarter~~ of ~~fiscal~~Card 2024, as a result of a decline in the actual and projected revenue for the Company’s PersonalizationMall tradename, as well as a higher discount rate resulting from the higher interest rate environment, the Company determined that an impairment assessment was required for this tradename. This assessment resulted in the Company recording a non-cash impairment charge of $19.8 million to reduce the recorded carrying value of the PersonalizationMall tradename.Isle

~~During~~On ~~the~~April ~~third~~3, ~~quarter of fiscal 2023~~2024, the Company ~~evaluated~~completed ~~whether events or circumstances had changed such that it would indicate it was more likely than not that~~ its ~~goodwill,~~acquisition ~~intangible~~of ~~and~~certain ~~other long-lived~~ assets of ~~the~~Card ~~Gourmet Foods & Gift Baskets reporting units fair values were less than their carrying amounts. After considering the continuing pressures on consumer discretionary spending~~Isle, ~~ongoing~~an ~~geopolitical~~e-commerce ~~events,~~greeting ~~the~~card ~~current inflationary macro-economic conditions~~company, ~~related~~expanding ~~cost input headwinds that have negatively impacted~~ the Company’s ~~gross~~presence ~~margins,~~in ~~and~~the ~~resulting~~greeting ~~downward~~card ~~revisions~~category toacross ~~its~~all ~~forecast,~~brands. ~~the~~The Company ~~concluded~~used ~~that~~cash aon ~~triggering event had occurred for~~ its ~~Gourmet~~balance ~~Foods~~sheet &to ~~Gift~~fund ~~Baskets~~the ~~reporting unit~~$3.6 Asmillion ~~such,~~purchase. ~~the~~Card ~~Company~~Isle ~~performed~~annual anrevenue ~~impairment test of the reporting unit’s goodwill, intangibles~~ and ~~long-lived~~results ~~assets as~~ of ~~April 2~~operations, ~~2023,~~based ~~and~~on ~~recorded~~its amost ~~non-cash~~recently ~~adjustment~~available tofinancial ~~fully~~information ~~impair~~ at the ~~related~~time ~~goodwill~~of ~~($62.3 million)~~acquisition, ~~and~~are ~~partially~~deemed ~~impaired~~immaterial ~~certain~~to ~~tradenames~~the ~~($2.3~~Company's ~~million)~~consolidated ~~within~~financial ~~the~~statements ~~reporting unit~~ – see Note 64 – ~~Goodwill~~Acquisitions ~~and Intangible Assets~~ in Item 15.

Acquisition of ~~Card~~Things ~~Isle~~ Remembered

On ~~April~~January 310, ~~2024~~2023, the Company completed its acquisition of certain assets of ~~Card~~the ~~Isle~~Things Remembered brand, ana ~~e-commerce~~provider ~~greeting~~of ~~card~~personalized ~~company~~gifts, ~~expanding~~whose operations have been integrated within the ~~Company’s~~PersonalizationMall.com ~~presence~~brand, in the ~~greeting~~Consumer ~~card~~Floral ~~category~~& ~~across~~Gifts ~~all brands~~segment. The Company used cash on its balance sheet to fund the $35.60 million purchase, which included intellectual property, a customer list, certain inventory, and equipment. ~~Card~~ ~~Isle~~The acquisition did not include Things Remembered retail stores. Things Remembered’s annual ~~revenue~~revenues from its e-commerce operations, based on its most recently available unaudited financial information, isat ~~deemed~~the ~~immaterial~~time toof the ~~Company's~~acquisition ~~consolidated~~was ~~financial~~$30.4 ~~statements~~ million for the twelve months ended November 30, 2022 – see Note 4 – Acquisitions in Item 15 .

~~Acquisition~~Fiscal ~~of Things Remembered~~ 2026

OnThe ~~January 10, 2023, the~~ Company ~~completed~~is ~~its~~approaching ~~acquisition~~fiscal of2026 ~~certain~~as ~~assets of the Things Remembered brand,~~ a ~~provider~~pivotal period of ~~personalized~~foundation ~~gifts, whose operations have been integrated within the PersonalizationMall~~setting.~~com~~ ~~brand,~~By intransforming the ~~Consumer Floral & Gifts segment. The~~ Company ~~used~~into ~~cash~~a ~~on hand to fund the $5.0 million purchase~~customer-centric, ~~which~~data-driven ~~included~~organization ~~the~~with ~~intellectual~~clear ~~property,~~objectives ~~customer list, certain inventory,~~ and ~~equipment.~~return ~~The~~on ~~acquisition~~investment-focused ~~did~~decision ~~not~~making, ~~include~~the ~~Things~~Company ~~Remembered~~aims ~~retail~~to ~~stores.~~position ~~Things~~itself ~~Remembered’s~~to ~~annual~~support ~~revenues from~~ its ~~ecommerce~~multi-year ~~operations,~~Celebrations ~~based~~strategy onand ~~its~~fuel ~~most~~future ~~recently available unaudited financial information was $30~~growth.4 ~~million for the twelve months ended November 30, 2022 – see Note 4 – Acquisitions in Item 15 .~~

~~Acquisition~~The ~~of Alice’~~Company's ~~Table~~strategic priorities are focused on positioning the organization for long-term growth. These priorities include:

On•driving December 31, 2021, the Company completed its acquisition of Alice's Table LLC (“Alice’s Table”), a lifestyle business offering fully digital livestreaming and on demand floral, culinary and other experiences to guests across the country. The Company utilized existing cash of $0.8 million, converted the existing accounts receivable from Alice’s Table of $0.3 million and its previous $0.3 million cost ~~method~~savings ~~investment in Alice’s Table, in order to acquire 100% ownership in Alice’s Table, which included tradenames, customer lists, websites~~ and ~~operations.~~organizational ~~Alice’s Table revenues were approximately $3.8 million during its fiscal twelve-month period ended September 30~~efficiency, ~~2021 – see Note 4 – Acquisitions in Item 15 .~~

~~Acquisition~~•building ofa ~~Vital~~customer-centric ~~Choice~~and data-driven organization,

On•broadening ~~October~~our ~~27,~~reach ~~2021,~~beyond ~~the~~our ~~Company completed its acquisition of Vital Choice Seafood LLC (“Vital Choice”), a provider of wild~~e-~~caught~~commerce ~~seafood~~sites ~~and~~into ~~sustainably~~new ~~farmed shellfish~~channels, ~~pastured proteins, organic foods,~~ and marine-sourced nutritional supplements. The Company utilized its credit facility to fund the $20.0 million purchase, which included tradenames, customer lists, websites and operations. Vital Choice revenues were approximately $27.8 million during its most recent year ended December 31, 2020 – see Note 4 – Acquisitions in Item 15.

23 •strengthening our team through enhanced talent and accountability.

~~Table of Contents~~ 26

~~Fiscal~~Table ~~2025~~of ~~Guidance~~ Contents

~~For~~With ~~Fiscal~~a ~~2025,~~renewed ~~with~~commitment ato ~~sustained~~agility ~~challenging~~and ~~consumer environment~~customer-centricity, the Company ~~expects~~believes ~~revenues~~these ~~trends~~foundational tosteps ~~improve~~will asset the ~~fiscal~~stage ~~year~~for ~~progresses~~sustainable ~~benefitting~~revenue ~~from the company’s Relationship Innovation initiatives that have expanded the Company’s product offerings, broadened price points,~~ and ~~enhanced~~profit ~~the~~growth ~~user~~in ~~experience, combined with increased marketing spend. Additionally,~~ the ~~guidance~~years ~~assumes~~to ~~increased incentive compensation expense~~come.

AsDefinitions aof ~~result,~~non-GAAP ~~the~~financial ~~Company expects Fiscal 2025~~measures:

~~• Total~~We ~~revenues~~sometimes use financial measures derived from consolidated financial information, but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission rules. See below for definitions and the reasons why we use these non-GAAP financial measures, and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. These non-GAAP financial measures are referred to as “non-GAAP”, “adjusted” or “on a ~~percentage~~comparable basis” tobelow, beas inthese aterms ~~range~~are used interchangeably. Reconciliations for forward-looking figures would require unreasonable efforts at this time because of ~~flat~~the uncertainty and variability of the nature and amount of certain components of various necessary GAAP components, including, for example, those related to compensation, tax items, amortization or others that may arise during the year, and the Company’s management believes such reconciliations would imply a ~~decrease~~degree inof precision that would be confusing or misleading to investors. For the ~~low-single~~same ~~digits~~reasons, asthe ~~compared~~Company ~~with~~is unable to address the ~~prior~~probable ~~year;~~significance of the unavailable information. The lack of such reconciling information should be considered when assessing the impact of such disclosures.

~~• Adjusted~~ EBITDA toand beadjusted ~~in a range of $85 million to $95 million; and~~EBITDA

~~• Free~~We ~~Cash~~define ~~Flow~~EBITDA toas benet inincome a(loss) ~~range~~before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for the impact of ~~$45~~stock-based ~~million~~compensation, toNon-Qualified ~~$55~~Deferred ~~million~~Compensation Plan ("NQDC Plan") investment appreciation/depreciation, and certain items affecting period-to-period comparability.

~~Definitions~~The Company presents EBITDA and Adjusted EBITDA because it considers such information meaningful supplemental measures of ~~non~~its performance and believes such information is frequently used by the investment community in the evaluation of similarly situated companies. The Company uses EBITDA and Adjusted EBITDA as factors used to determine the total amount of incentive compensation available to be awarded to executive officers and other employees. The Company’s credit agreement uses EBITDA and Adjusted EBITDA-~~GAAP~~related ~~financial~~metrics ~~measures:~~to determine its interest rate and to measure compliance with certain covenants. EBITDA and Adjusted EBITDA are also used by the Company to evaluate and price potential acquisition candidates.

WeEBITDA ~~sometimes~~and ~~use~~Adjusted ~~financial~~EBITDA ~~measures~~have ~~derived~~limitations ~~from~~as ~~consolidated~~analytical ~~financial~~tools ~~information,~~and ~~but~~should not ~~presented~~be inconsidered ~~our financial statements prepared~~ in ~~accordance~~isolation ~~with~~or ~~U.S.~~as ~~generally~~a ~~accepted~~substitute ~~accounting~~for ~~principles~~analysis ~~(“GAAP”). Certain~~ of ~~these~~the ~~are~~Company’s ~~considered~~results ~~“non-GAAP~~as ~~financial~~reported ~~measures”~~ under ~~the U~~GAAP.S. ~~Securities~~Some ~~and~~of ~~Exchange Commission rules. See below for definitions and~~ the ~~reasons~~limitations ~~why~~are: we(a) ~~use~~EBITDA ~~these non-GAAP financial measures,~~ and ~~reconciliations~~ ofAdjusted ~~these~~EBITDA ~~non-GAAP~~do ~~financial~~not ~~measures~~reflect tochanges ~~their most directly comparable GAAP financial measures. These non-GAAP financial measures are referred to as “non-GAAP”~~in, ~~“adjusted”~~ or ~~“on~~cash arequirements ~~comparable basis” below~~for, asthe ~~these~~Company’s ~~terms~~working ~~are~~capital ~~used~~needs; ~~interchangeably.~~(b) ~~Reconciliations~~EBITDA ~~for~~and ~~forward-looking~~Adjusted ~~figures~~EBITDA ~~would~~do ~~require~~not ~~unreasonable~~reflect ~~efforts at this time because of~~ the ~~uncertainty~~interest ~~and~~expense, ~~variability~~or of the ~~nature~~cash ~~and~~requirements ~~amount~~necessary ofto ~~certain~~service ~~components~~interest ofor ~~various~~principal ~~necessary GAAP components~~payments, ~~including,~~on ~~for~~the ~~example,~~Company’s ~~those~~debts; ~~related~~and to(c) ~~compensation,~~although ~~tax~~depreciation ~~items,~~and amortization orare ~~others~~non-cash ~~that may arise during the year~~charges, ~~and~~ the ~~Company’s~~assets ~~management~~being ~~believes~~depreciated ~~such~~and ~~reconciliations~~amortized ~~would~~may ~~imply~~have ato ~~degree of precision that would~~ be ~~confusing~~replaced orin ~~misleading~~the tofuture ~~investors.~~and ~~For~~EBITDA ~~the~~does ~~same~~not ~~reasons,~~reflect ~~the~~any ~~Company~~cash isrequirements ~~unable~~for tosuch ~~address~~capital ~~the~~expenditures. ~~probable~~EBITDA ~~significance~~and ofAdjusted ~~the~~EBITDA ~~unavailable~~should ~~information.~~only ~~The~~be ~~lack~~used ofon ~~such~~a ~~reconciling~~supplemental ~~information~~basis ~~should~~combined bewith ~~considered~~GAAP results when ~~assessing~~evaluating the ~~impact~~Company’s ~~of such disclosures~~performance.

~~EBITDA and adjusted EBITDA~~27

WeTable ~~define EBITDA as net income (loss) before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for the impact~~ of ~~stock-based compensation, Non-Qualified Plan Investment appreciation/depreciation, and certain items affecting period-to-period comparability.~~ Contents

The ~~Company~~following table presents the EBITDA and ~~adjusted~~Adjusted EBITDA ~~because~~for itfiscal ~~considers~~years ~~such~~ended ~~information~~June 29, ~~meaningful~~2025 ~~supplemental measures of its performance~~ and ~~believes~~June 30, ~~such~~2024, ~~information is frequently used by the investment community in the evaluation of similarly situated companies~~respectively. ~~The~~For ~~Company uses~~ EBITDA and ~~adjusted~~Adjusted EBITDA asfor ~~factors used to determine~~ the ~~total~~fiscal ~~amount~~year ofended ~~incentive~~July 2, ~~compensation~~2023, ~~available~~please torefer ~~be awarded~~ to ~~executive~~our ~~officers~~Annual ~~and~~Report ~~other~~on ~~employees.~~Form ~~The~~10-K ~~Company’s~~for ~~credit agreement uses EBITDA and adjusted EBITDA to determine its interest rate and to measure compliance with certain covenants. EBITDA and adjusted EBITDA are also used by~~ the ~~Company~~fiscal toyear ~~evaluate~~ended ~~and~~July ~~price~~2, ~~potential acquisition candidates~~2023.


Reconciliation of net loss to Adjusted EBITDA (non-GAAP):	Years Ended
	June 29, 2025		June 30, 2024

	(in thousands)
Net loss	$	(199,993)	$	(6,105)
Add: Interest expense and other, net	8,544		3,830
Add: Depreciation and amortization	53,618		53,752
Add: Income tax expense (benefit)	(13,364)		203
EBITDA	(151,195)		51,680
Add: Stock-based compensation	11,891		10,688
Add: Compensation charge related to NQDC plan investment appreciation	5,423		6,904
Add: System implementation costs	13,401		-
Add: Goodwill and intangible impairment	143,823		19,762
Add: Transaction costs	-		269
Add: Restructuring cost/Severance	5,823		2,564
Add: Litigation settlement	-		1,200
Adjusted EBITDA	$	29,166	$	93,067

~~Table~~Adjusted ofnet ~~Contents~~ income (loss) and adjusted or comparable net income (loss) per common share

~~EBITDA~~We ~~and~~define adjusted ~~EBITDA~~net ~~have~~income ~~limitations~~(loss) ~~as analytical tools~~ and ~~should~~adjusted ~~not be considered in isolation~~ or ascomparable anet ~~substitute~~income ~~for~~(loss) ~~analysis~~per ofcommon ~~the~~share ~~Company’s results~~ as ~~reported~~net ~~under~~income ~~GAAP.~~(loss) ~~Some~~and ofnet ~~the~~income ~~limitations are:~~ (aloss) ~~EBITDA~~per ~~and~~common share adjusted ~~EBITDA~~for docertain ~~not~~items ~~reflect~~affecting ~~changes~~period-to-period ~~in,~~comparability. orWe ~~cash~~believe ~~requirements~~that ~~for,~~adjusted ~~the~~net ~~Company’s~~income ~~working capital needs;~~ (bloss) ~~EBITDA~~ and adjusted ~~EBITDA~~or docomparable ~~not~~net ~~reflect~~income ~~the~~(loss) ~~significant~~per ~~interest~~common ~~expense,~~share orare ~~the~~meaningful ~~cash~~measures ~~requirements~~because ~~necessary~~they toincrease ~~service interest or principal payments, on~~ the ~~Company’s~~comparability ~~debts;~~of ~~and~~period-to-period ~~(c)~~results. ~~although~~Since ~~depreciation~~these ~~and amortization~~ are ~~non-cash~~not ~~charges,~~measures ~~the~~of ~~assets~~performance ~~being~~calculated ~~depreciated~~in ~~and~~accordance ~~amortized~~with ~~may~~GAAP, ~~have~~they toshould not be ~~replaced~~considered in ~~the~~isolation ~~future~~of, ~~and~~or ~~EBITDA~~as ~~does~~a ~~not~~substitute ~~reflect~~for, ~~any~~GAAP ~~cash~~net ~~requirements~~income ~~for~~(loss) ~~such~~and ~~capital~~net ~~expenditures.~~income ~~EBITDA~~(loss) ~~and~~per ~~Adjusted~~common ~~EBITDA~~share, ~~should~~as ~~only~~indicators beof ~~used~~operating onperformance aand ~~supplemental~~they ~~basis~~may ~~combined~~not ~~with~~be ~~GAAP~~comparable ~~results~~to ~~when~~similarly ~~evaluating~~titled ~~the~~measures ~~Company’s~~employed ~~performance~~by other companies.

The following table presents the EBITDA and adjusted EBITDA for fiscal years ended June 30, 2024 and July 2, 2023. For EBITDA and adjusted EBITDA for the fiscal year ended July 3, 2022, please refer to our Annual Report on Form 10-K for the fiscal year ended July 3, 2022.28

Reconciliation of net loss to adjusted EBITDA (non-GAAP):	Years Ended
	June 30,			July 2,
	2024			2023
	(in thousands)
Net loss	$	(6,105	)	$	(44,702	)
Add: Interest expense and other expense, net		3,830			11,751
Add: Depreciation and amortization		53,752			53,673
Add: Income tax expense (benefit)		203			(2,060	)
EBITDA		51,680			18,662
Add: Stock-based compensation		10,688			8,334
Add: Compensation charge related to NQDC plan investment appreciation (depreciation)		6,904			(822	)
Add: Goodwill and intangible impairment		19,762			64,586
Add: Transaction costs		269			444
Add: Restructuring cost/Severance		2,564			-
Add: Litigation settlement		1,200			-
Adjusted EBITDA	$	93,067		$	91,204

Table of Contents

~~Adjusted~~The ~~net~~following ~~income~~table (presents the adjusted net loss) for fiscal years ended June 29, 2025 and ~~adjusted~~June 30, or2024. ~~comparable~~For adjusted net income ~~(loss)~~for ~~per~~fiscal ~~common~~year ~~share~~ended July 2, 2023, please refer to our Annual Report on Form 10-K for the fiscal year ended July 2, 2023.

We define adjusted net income (loss) and adjusted or comparable net income (loss) per common share as net income (loss) and net income (loss) per common share adjusted for certain items affecting period-to-period comparability. We believe that adjusted net income (loss) and adjusted or comparable net income (loss) per common share are meaningful measures because they increase the comparability of period-to-period results. Since these are not measures of performance calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, GAAP net income (loss) and net income (loss) per common share, as indicators of operating performance and they may not be comparable to similarly titled measures employed by other companies.


Reconciliation of net loss to adjusted net income (loss) (non-GAAP):	Years Ended
	June 29, 2025		June 30, 2024

	(in thousands)
Net loss	$	(199,993)	$	(6,105)
Adjustments to reconcile net loss to adjusted net income (loss) (non-GAAP)
Add: System implementation costs	13,401		—
Add: Transaction costs	—		269
Add: Restructuring cost/Severance	5,823		2,564
Add: Litigation settlement	—		1,200
Add: Goodwill and intangible impairment	143,823		19,762
Deduct: Tax related adjustments	(15,572)		(6,079)
Adjusted net income (loss) (non-GAAP)	$	(52,518)	$	11,611

Basic and diluted net loss per common share	$	(3.13)	$	(0.09)

Basic and diluted adjusted net income (loss) per common share (non-GAAP)	$	(0.82)	$	0.18

Weighted average shares used in the calculation of basic and diluted net loss and adjusted net income (loss) per common share	63,807		64,586

~~The~~Segment ~~following~~contribution ~~table~~margin ~~presents the adjusted net income for fiscal years ended June 30, 2024~~ and ~~July 2, 2023. For~~ adjusted ~~net~~segment ~~income~~contribution ~~for fiscal year ended July 3, 2022, please refer to our Annual Report on Form 10-K for the fiscal year ended July 3, 2022.~~margin

Reconciliation of net loss to adjusted net income (non-GAAP):	Years Ended
	June 30,			July 2,
	2024			2023
	(in thousands)
Net loss	$	(6,105	)	$	(44,702	)
Adjustments to reconcile net loss to adjusted net income (non-GAAP)
Add: Transaction costs		269			444
Add: Restructuring cost/Severance		2,564			-
Add: Litigation settlement		1,200			-
Add: Goodwill and intangible impairment		19,762			64,586
Deduct: Income tax effect on adjustments		(6,079	)		(6,899	)
Adjusted net income (non-GAAP)	$	11,611		$	13,429
Basic and diluted net loss per common share	$	(0.09	)	$	(0.69	)
Basic and diluted adjusted net income per common share (non-GAAP)	$	0.18		$	0.21
Weighted average shares used in the calculation of basic and diluted net loss and adjusted net income per common share		64,586			64,688

We define segment contribution margin as earnings before interest, taxes, depreciation and amortization, before the allocation of corporate overhead expenses. Adjusted segment contribution margin is defined as contribution margin adjusted for certain items affecting period-to-period comparability. When viewed together with our GAAP results, we believe segment contribution margin and adjusted segment contribution margin provide management and users of the financial statements meaningful information about the performance of our business segments.

Segment contribution margin and adjusted segment contribution margin are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. The material limitation associated with the use of segment contribution margin and adjusted segment contribution margin is that they are an incomplete measure of profitability as they do not include all operating expenses or non-operating income and expenses. Management compensates for this limitation when using this measure by looking at other GAAP measures, such as Operating Income (loss) and Net Income (loss).

We define segment contribution margin as earnings before interest, taxes, depreciation and amortization, before the allocation of corporate overhead expenses. Adjusted segment contribution margin is defined as segment contribution margin adjusted for certain items affecting period-to-period comparability. When viewed together with our GAAP results, we believe segment contribution margin and adjusted segment contribution margin provide management and users of the financial statements meaningful information about the performance of our business segments.29

~~Segment~~Table ~~contribution margin and adjusted segment contribution margin are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion~~ of GAAP financial measures. The material limitation associated with the use of the segment contribution margin and adjusted segment contribution margin is that they are an incomplete measure of profitability as they do not include all operating expenses or non-operating income and expenses. Management compensates for these limitations when using this measure by looking at other GAAP measures, such as Operating Income and Net Income. Contents

The following table presents the net revenues, gross profit, segment contribution margin, and adjusted segment contribution margin from each of the Company’s business segments, for fiscal years ended June 30 29, ~~2024~~2025 and ~~July 2~~June 30, ~~2023~~2024. For segment contribution margin and adjusted segment contribution margin for the fiscal year ended July 3 2, ~~2022~~2023, please refer to our Annual Report on Form 10-K for the fiscal year ended July 32, ~~2022~~2023.


	Years Ended
	June 29, 2025			System Implementation Costs		Goodwill and Intangible Impairment		Restructuring Cost/ Severance		As Adjusted (non-GAAP) June 29, 2025			June 30, 2024			Litigation Settlement		Transaction Costs		Intangible Impairment		Restructuring Cost / Severance		As Adjusted (non-GAAP) June 30, 2024			% Change

	(dollars in thousands)
Net revenues:
Consumer Floral & Gifts	$	776,781		$	-	$	-	$	-	$	776,781		$	849,791		$	-	$	-	$	-	$	-	$	849,791		-8.6	%
BloomNet	98,707			-		-		-		98,707			107,802			-		-		-		-		107,802			-8.4	%
Gourmet Foods & Gift Baskets	810,941			-		-		-		810,941			874,262			-		-		-		-		874,262			-7.2	%
Corporate	333			-		-		-		333			796			-		-		-		-		796			-58.2	%
Intercompany eliminations	(1,104)			-		-		-		(1,104)			(1,230)			-		-		-		-		(1,230)			10.2	%
Total net revenues	$	1,685,658		$	-	$	-	$	-	$	1,685,658		$	1,831,421		$	-	$	-	$	-	$	-	$	1,831,421		-8.0	%

Gross profit:
Consumer Floral & Gifts	$	305,508		$	-	$	-	$	-	$	305,508		$	346,951		$	-	$	-	$	-	$	-	$	346,951		-11.9	%
	39.3		%							39.3		%	40.8		%									40.8		%

BloomNet	$	47,914		-		-		-		47,914			51,999			-		-		-		-		51,999			-7.9	%
	48.5		%							48.5		%	48.2		%									48.2		%

Gourmet Foods & Gift Baskets	298,052			6,625		-		-		304,677			334,870			-		-		-		-		334,870			-9.0	%
	36.8		%							37.6		%	38.3		%									38.3		%

Corporate	798			-		-		-		798			933			-		-		-		-		933			-14.5	%
	239.6		%							239.6		%	117.2		%									117.2		%

Total gross profit	$	652,272		$	6,625	$	-	$	-	$	658,897		$	734,753		$	-	$	-	$	-	$	-	$	734,753		-10.3	%
	38.7		%	-		-		-		39.1		%	40.1		%	-		-		-		-		40.1		%

EBITDA (non-GAAP):
Segment Contribution Margin (non-GAAP) (a):
Consumer Floral & Gifts	$	(94,620)		$	-	$	143,823	$	1,261	$	50,464		$	67,278		$	-	$	-	$	19,762	$	630	$	87,670		-42.4	%
BloomNet	29,047			-		-		222		29,269			33,766			-		-		-		69		33,835			-13.5	%
Gourmet Foods & Gift Baskets	46,993			10,393		-		1,387		58,773			84,508			-		-		-		538		85,046			-30.9	%
Segment Contribution Margin Subtotal	(18,580)			10,393		143,823		2,870		138,506			185,552			-		-		19,762		1,237		206,551			-32.9	%
Corporate (b)	(132,615)			3,008		-		2,953		(126,654)			(133,872)			1,200		269		-		1,327		(131,076)			3.4	%
EBITDA (non-GAAP)	(151,195)			13,401		143,823		5,823		11,852			51,680			1,200		269		19,762		2,564		75,475			-84.3	%
Add: Stock-based compensation	11,891			-		-		-		11,891			10,688			-		-		-		-		10,688			11.3	%
Add: Compensation charge related to NQDC Plan Investment Appreciation	5,423			-		-		-		5,423			6,904			-		-		-		-		6,904			-21.5	%
Adjusted EBITDA (non-GAAP) (c)	$	(133,881)		$	13,401	$	143,823	$	5,823	$	29,166		$	69,272		$	1,200	$	269	$	19,762	$	2,564	$	93,067		-68.7	%

~~Table of Contents~~ 30

	Years Ended
												As						Goodwill
												Adjusted						and				As Adjusted
				Litigation		Transaction		Intangible		Restructuring cost/		(non-GAAP)						Intangible		Transaction		(non-GAAP)			%
	June 30, 2024			Settlement		Costs		Impairment		Severance		June 30, 2024			July 2, 2023			Impairment		Costs		July 2, 2023			Change
	(dollars in thousands)
Net revenues:
Consumer Floral & Gifts	$	849,791		$	-	$	-	$	-	$	-	$	849,791		$	920,510		$	-	$	-	$	920,510			-7.7	%
BloomNet		107,802											107,802			133,183							133,183			-19.1	%
Gourmet Foods & Gift Baskets		874,262											874,262			965,191							965,191			-9.4	%
Corporate		796											796			375							375			112.3	%
Intercompany eliminations		(1,230	)										(1,230	)		(1,406	)						(1,406	)		12.5	%
Total net revenues	$	1,831,421		$	-	$	-	$	-	$	-	$	1,831,421		$	2,017,853		$	-	$	-	$	2,017,853			-9.2	%
Gross profit:
Consumer Floral & Gifts	$	346,951						$	-	$	-	$	346,951		$	363,342		$	-	$	-	$	363,342			-4.5	%
		40.8	%										40.8	%		39.5	%						39.5	%
BloomNet		51,999											51,999			56,879							56,879			-8.6	%
		48.2	%										48.2	%		42.7	%						42.7	%
Gourmet Foods & Gift Baskets		334,870											334,870			336,764							336,764			-0.6	%
		38.3	%										38.3	%		34.9	%						34.9	%
Corporate		933											933			541							541			72.5	%
		117.2	%										117.2	%		144.3	%						144.3	%
Total gross profit	$	734,753		$	-	$	-	$	-	$	-	$	734,753		$	757,526		$	-	$	-	$	757,526			-3.0	%
		40.1	%		-		-		-		-		40.1	%		37.5	%		-		-		37.5	%
EBITDA (non-GAAP):
Segment Contribution Margin (non-GAAP) (a):
Consumer Floral & Gifts	$	67,278						$	19,762	$	630	$	87,670		$	95,535		$	-	$	-	$	95,535			-8.2	%
BloomNet		33,766									69		33,835			37,197							37,197			-9.0	%
Gourmet Foods & Gift Baskets		84,508									538		85,046			12,895			64,586				77,481			9.8	%
Segment Contribution Margin Subtotal		185,552			-		-		19,762		1,237		206,551			145,627			64,586		-		210,213			-1.7	%
Corporate (b)		(133,872	)		1,200		269				1,327		(131,076	)		(126,965	)				444		(126,521	)		-3.6	%
EBITDA (non-GAAP)		51,680			1,200		269		19,762		2,564		75,475			18,662			64,586		444		83,692			-9.8	%
Add: Stock-based compensation		10,688											10,688			8,334							8,334			28.2	%
Add: Compensation charge related to NQDC Plan Investment Appreciation (Depreciation)		6,904											6,904			(822	)						(822	)		939.9	%
Adjusted EBITDA (non-GAAP) (c)	$	69,272		$	1,200	$	269	$	19,762	$	2,564	$	93,067		$	26,174		$	64,586	$	444	$	91,204			2.0	%

Table of Contents

26 (a)Segment performance is measured based on segment contribution margin or segment Adjusted EBITDA, reflecting only the direct controllable revenue and operating expenses of the segments, both of which are non-GAAP measurements. As such, management’s measure of profitability for these segments does not include the effect of corporate overhead, described above, depreciation and amortization, other income (net), and other items that we do not consider indicative of our core operating performance.

~~Table~~(b)Corporate expenses consist of ~~Contents~~ the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer Service Center functions, stock-based compensation, as well as changes in the fair value of the Company's NQDC Plan. In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions, other than those of the Customer Service Center, which are allocated directly to the above categories based upon usage, are included within corporate expenses as they are not directly allocable to a specific segment.

(ac)See ~~Segment~~reconciliation ~~performance~~of isthe ~~measured~~Company's ~~based~~net onloss ~~segment~~to ~~contribution margin or segment~~ Adjusted EBITDA, ~~reflecting only the direct controllable revenue and operating expenses of the segments, both of which are~~ (non-GAAP ~~measurements. As such, management’s measure of profitability for these segments does not include the effect of corporate overhead, described above, depreciation and amortization, other income (net~~), ~~and other items that we do not consider indicative of our core operating performance~~above.

~~(b)~~Free ~~Corporate~~Cash expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer Service Center functions, as well as stock-based compensation. In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions, other than those of the Customer Service Center, which are allocated directly to the above categories based upon usage, are included within corporate expenses as they are not directly allocable to a specific segment.Flow

We define Free Cash Flow as net cash provided by (cused in) ~~See~~operating ~~reconciliation~~activities, less capital expenditures. The Company considers Free Cash Flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases of fixed assets, which can then be used to, among other things, invest in the Company'’s ~~net~~business, ~~loss~~make tostrategic ~~adjusted~~acquisitions, ~~EBITDA~~strengthen ~~(non-~~the balance sheet and repurchase stock or retire debt. Free Cash Flow is a liquidity measure that is frequently used by the investment community in the evaluation of similarly situated companies. Since Free Cash Flow is not a measure of performance calculated in accordance with GAAP), ~~above~~it should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. A limitation of the utility of free cash flow as a measure of financial performance is that it does not represent the total increase or decrease in the Company’s cash balance for the period.

~~Free~~The ~~Cash~~following ~~Flow~~table reconciles net cash provided by (used in) operating activities, a GAAP measure, to free cash flow, a non-GAAP measure.

We define Free Cash Flow as net cash provided by operating activities, less capital expenditures. The Company considers Free Cash Flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases of fixed assets, which can then be used to, among other things, invest in the Company’s business, make strategic acquisitions, strengthen the balance sheet and repurchase stock or retire debt. Free Cash Flow is a liquidity measure that is frequently used by the investment community in the evaluation of similarly situated companies. Since Free Cash Flow is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. A limitation of the utility of free cash flow as a measure of financial performance is that it does not represent the total increase or decrease in the Company’s cash balance for the period.


	Years Ended
	June 29, 2025		June 30, 2024

	(in thousands)
Net cash provided by (used in) operating activities	$	(26,363)	$	94,999
Capital expenditures	(41,463)		(38,632)
Free Cash Flow	$	(67,826)	$	56,367

~~The~~Results ~~following~~of ~~table reconciles net cash provided by operating activities, a GAAP measure, to free cash flow, a non-GAAP measure.~~Operations

	Year ended
	June 30,			July 2,
	2024			2023
	(in thousands)
Net cash provided by operating activities	$	94,999		$	115,351
Capital expenditures		(38,632	)		(44,646	)
Free Cash Flow	$	56,367		$	70,705

The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to June 30. Fiscal years 2025, 2024, and 2023, which ended on June 29, 2025, June 30, 2024, and July 2, 2023 respectively, each consisted of 52 weeks.

~~Results~~Net ~~of Operations~~Revenues

The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to June 30. Fiscal years 2024 and 2023, which ended on June 30, 2024 and July 2, 2023, respectively, each consisted of 52 weeks. Fiscal year 2022, which ended on July 3, 2022, consisted of 53 weeks.


	Years Ended
	June 29, 2025		% Change		June 30, 2024		% Change		July 2, 2023

	(dollars in thousands)
Net revenues:
E-Commerce	$	1,464,445	-9.3	%	$	1,614,199	-7.5	%	$	1,744,622
Other	221,213		1.8	%	217,222		-20.5	%	273,231
Total net revenues	$	1,685,658	-8.0	%	$	1,831,421	-9.2	%	$	2,017,853

~~Net Revenues~~31

	Years Ended
	June 30, 2024		% Change			July 2, 2023		% Change			July 3, 2022
	(dollars in thousands)
Net revenues:
E-Commerce	$	1,614,199		-7.5	%	$	1,744,622		-9.8	%	$	1,934,648
Other		217,222		-20.5	%		273,231		-	%		273,237
	$	1,831,421		-9.2	%	$	2,017,853		-8.6	%	$	2,207,885

Table of Contents

Net revenues consist primarily of the selling price of the merchandise, service or outbound shipping charges, less discounts, returns and credits. The Company’s net revenues from international sources were not material during fiscal years 2025, 2024 and 2023.

During the fiscal year ended June 30 29, ~~2024~~2025, net revenues decreased 98.20% in comparison to the prior year, due to lower order volume across all segments, reflecting a continuation of the ~~trends~~trend ~~that~~ we have experienced over the ~~last~~past ~~two~~few years, as discretionary income remains pressured and consumers continue to moderate their spending. ~~Contributing~~ toIn ~~this~~addition, ~~decline was~~ the ~~prudent~~Company ~~use~~experienced ~~of advertising spend, to balance~~ the ~~long-term~~impact ~~goals~~ of ~~the~~inefficient ~~Company~~marketing ~~with~~spend, ~~strategies~~as towell ~~improve~~as ~~gross~~a ~~margins~~highly ~~and~~promotional ~~tightly~~consumer ~~control~~environment ~~operating expenses~~ during ~~this~~the ~~challenging economic environment~~holidays.

During the fiscal year ended ~~July 2~~June 30, ~~2023~~2024, net revenues decreased 89.62% in comparison to the prior year, due to lower order volume across all segments, as discretionary income ~~was~~remained pressured asand ~~discussed~~consumers ~~above,~~continued ~~combined~~to ~~with~~moderate their spending. Contributing to this decline was the prudent use of ~~promotional~~advertising ~~offerings~~spend, to balance the long-term goals of the Company with strategies to improve gross margins and ~~advertising~~tightly ~~campaigns~~control operating expenses during this challenging economic environment.

27 Disaggregated revenue by channel follows:

Table of Contents


Years Ended
	Consumer Floral & Gifts						BloomNet						Gourmet Foods & Gift Baskets						Corporate and Eliminations				Consolidated
	June 29, 2025		June 30, 2024		% Change		June 29, 2025		June 30, 2024		% Change		June 29, 2025		June 30, 2024		% Change		June 29, 2025		June 30, 2024		June 29, 2025		June 30, 2024		% Change

	(dollars in thousands)
Net revenues
E-commerce	$	768,631	$	840,569	-8.6	%	$	-	$	-	-		$	695,814	$	773,630	-10.1	%	$	-	$	-	$	1,464,445	$	1,614,199	-9.3	%
Other	8,150		9,222		-11.6	%	98,707		107,802		-8.4	%	115,127		100,632		14.4	%	(771)		(434)		221,213		217,222		1.8	%
Total net revenues	$	776,781	$	849,791	-8.6	%	$	98,707	$	107,802	-8.4	%	$	810,941	$	874,262	-7.2	%	$	(771)	$	(434)	$	1,685,658	$	1,831,421	-8.0	%

Other revenues detail
Retail and other	8,150		9,222		-11.6	%	-		-		-		9,717		9,534		1.9	%	-		-		17,867		18,756		-4.7	%
Wholesale	-		-		-		40,830		42,362		-3.6	%	105,410		91,098		15.7	%	-		-		146,240		133,460		9.6	%
BloomNet services	-		-		-		57,877		65,440		-11.6	%	-		-		-		-		-		57,877		65,440		-11.6	%
Corporate	-		-		-		-		-		-		-		-		-		333		796		333		796		-58.2	%
Eliminations	-		-		-		-		-		-		-		-		-		(1,104)		(1,230)		(1,104)		(1,230)		10.2	%
Total other revenues	$	8,150	$	9,222	-11.6	%	$	98,707	$	107,802	-8.4	%	$	115,127	$	100,632	14.4	%	$	(771)	$	(434)	$	221,213	$	217,222	1.8	%

~~Disaggregated~~Revenue ~~revenue~~ by ~~channel~~sales ~~follows~~channel:

Years Ended
	Consumer Floral &														Gourmet Foods &							Corporate and
	Gifts							BloomNet							Gift Baskets							Eliminations						Consolidated
	June 30,		July 2,		%			June 30,		July 2,		%			June 30,		July 2,		%			June 30,			July 2,			June 30,			July 2,			%
	2024		2023		Change			2024		2023		Change			2024		2023		Change			2024			2023			2024			2023			Change
	(dollars in thousands)
Net revenues
E-commerce	$	840,569	$	911,302		-7.8	%	$	-	$	-		-		$	773,630	$	833,320		-7.2	%	$	-		$	-		$	1,614,199		$	1,744,622			-7.5	%
Other		9,222		9,208		0.2	%		107,802		133,183		-19.1	%		100,632		131,871		-23.7	%		(434	)		(1,031	)		217,222			273,231			-20.5	%
Total net revenues	$	849,791	$	920,510		-7.7	%	$	107,802	$	133,183		-19.1	%	$	874,262	$	965,191		-9.4	%	$	(434	)	$	(1,031	)	$	1,831,421		$	2,017,853			-9.2	%
Other revenues detail
Retail and other		9,222		9,208		0.2	%		-		-		-			9,534		9,751		-2.2	%		-			-			18,756			18,959			-1.1	%
Wholesale		-		-		-			42,362		50,075		-15.4	%		91,098		122,120		-25.4	%		-			-			133,460			172,195			-22.5	%
BloomNet services		-		-		-			65,440		83,108		-21.3	%		-		-		-			-			-			65,440			83,108			-21.3	%
Corporate		-		-		-			-		-		-			-		-		-			796			375			796			375			112.3	%
Eliminations		-		-		-			-		-		-			-		-		-			(1,230	)		(1,406	)		(1,230	)		(1,406	)		12.5	%
Total other revenues	$	9,222	$	9,208		0.2	%	$	107,802	$	133,183		-19.1	%	$	100,632	$	131,871		-23.7	%	$	(434	)	$	(1,031	)	$	217,222		$	273,231			-20.5	%

•E-commerce revenues (combined online and telephonic) decreased 9.3% during fiscal 2025, primarily as a result of a decline in demand across all our segments, attributable to the macro-economic conditions noted above, the impact of inefficient marketing spend, and a highly promotional consumer environment. The Company had lower order volumes (17.3 million, -8.2% vs. prior year) coupled with slightly lower average order value ($84.72, -1.1% vs prior year) as a result of product mix trending into lower price point items.

28 E-commerce revenues decreased 7.5% during fiscal 2024, primarily as a result of a decline in demand for “Everyday” gifts across all our segments, attributable to the macro-economic conditions noted above, which negatively impacted consumer discretionary spending, combined with planned reductions in advertising spend. Lower order volumes (18.8 million, -9.9% vs. prior year) were slightly offset by higher average order value ($85.70, +2.7% vs prior year) as a result of product mix trending into higher price point items, including bundles, and customer mix with higher income customers buying at a higher rate than lower income customers.

~~Table~~•Other revenues are comprised of ~~Contents~~ the Company’s BloomNet segment, as well as the wholesale and retail channels of its Consumer Floral & Gifts and Gourmet Foods & Gift Baskets segments.

~~Revenue~~Other revenues increased 1.8% during fiscal 2025 primarily due to higher wholesale volumes within the Gourmet Foods & Gift Baskets segment due to increased orders from big box retailers, which was partially offset by ~~sales~~lower ~~channel:~~BloomNet revenues due to lower order volume through the network, including our 1-800-Flowers® brand.

● E-commerce revenues (combined online and telephonic) decreased 7.5% during fiscal 2024, primarily as a result of a decline in demand for “Everyday” gifts across all our segments, attributable to the macro-economic conditions noted above, which have negatively impacted consumer discretionary spending, combined with planned reductions in advertising spend. Lower order volumes (18.8 million, -9.9% vs. prior year) were slightly offset by higher average order value ($85.70, +2.7% vs prior year) as a result of product mix trending into higher price point items, including bundles, and customer mix with higher income customers buying at a higher rate than lower income customers. E-commerce revenues decreased 9.8% during fiscal 2023, primarily as a result of a decline in demand due to the macro-economic conditions noted above, which have negatively impacted consumer discretionary spending, combined with planned reductions in advertising spend. Lower order volumes (20.9 million, -14.9% vs. prior year) were slightly offset by higher average order value ($83.42, +5.9% vs prior year) as the Company prioritized earnings over sales goals, strategically increasing price points where possible in a challenging economic environment, to help offset rising costs.32

●Table ~~Other revenues are comprised~~ of the Company’s BloomNet segment, as well as the wholesale and retail channels of its 1-800-Flowers.com Consumer Floral & Gifts and Gourmet Foods & Gift Baskets segments. Other revenues decreased 20.5% during fiscal 2024 primarily due to lower order volume from big box retailers, as well as lower BloomNet Wholesale and Service revenues. The lower service revenues were due to lower shop-to-shop volumes. Other revenues were consistent with prior year during fiscal 2023 as lower BloomNet revenues attributable to a decline in wholesale product, transaction and directory sales, were offset by increased wholesale product demand within the Gourmet Foods & Gift Baskets segment, as consumers returned to in person “brick-and-mortar” shopping.Contents

~~Revenue~~Other byrevenues ~~segment:~~decreased 20.5% during fiscal 2024 primarily due to lower order volume from big box retailers, as well as lower BloomNet Wholesale and Service revenues. The lower service revenues were due to lower shop-to-shop volumes.

~~Consumer~~Revenue ~~Floral~~by ~~& Gifts, – this~~ segment, which includes the operations of the 1-800-Flowers.com, as well as PersonalizationMall, Alice’s Table, and Things Remembered brands derives revenue primarily from the sale of consumer floral products and gifts through its e-commerce sales channels (telephonic and online sales), retail stores, and royalties from its franchise operations.:

~~Net~~Consumer ~~revenues~~Floral ~~decreased 7.7% during~~& ~~fiscal~~Gifts ~~2024,~~– ~~due~~this ~~to the continued reduction of “Everyday” product demand~~segment, ~~and~~which ~~weaker~~includes ~~than anticipated Valentine’s Day and Mother’s Day demand, as consumers’ available discretionary income remains strained in~~ the ~~current~~operations ~~inflationary environment, combined with planned reductions in advertising spend, as our brands focused their efforts on improving gross margin and operating spend efficiency, in the face~~ of ~~softening demand. Despite these challenges,~~ the 1-800-Flowers.com®, ~~and~~Personalization Mall®, ~~PersonalizationMall~~Things ~~brands~~Remembered® ~~were~~and ~~able~~Alice’s toTable ~~maintain~~brands®, ~~much~~derives ofrevenue ~~the~~from ~~sales gains achieved during~~ the ~~pandemic~~sale ~~and drive market share gains as a result~~ of ~~increased~~consumer ~~recognition~~floral ~~and~~products ~~relevance for gifting~~ and ~~connective~~gifts ~~occasions~~through ~~and~~its ~~continued~~e-commerce ~~emphasis~~sales onchannels ~~existing~~(telephonic ~~customers~~and asonline ~~our~~sales), ~~Celebrations~~retail ~~Passport loyalty program has increased cross-brand frequency~~stores, ~~retention,~~ and ~~customer~~royalties ~~lifetime~~from ~~value~~its franchise operations.

Net revenues decreased 138.16% during fiscal ~~2023~~2025, due to the ~~reduction~~continued ofmacro-economic ~~“Everyday” product demand~~pressure, ~~and~~a ~~weaker~~highly ~~Valentine’s~~promotional ~~Day~~consumer ~~and Mother’s Day demand~~environment, asand ~~discussed~~the ~~above,~~impact ~~combined~~of ~~with~~inefficient ~~planned~~marketing ~~reductions in advertising~~ spend.

~~BloomNet~~Net – revenues indecreased ~~this~~7.7% ~~segment~~during ~~are~~fiscal ~~derived~~2024, ~~from~~due ~~membership~~to ~~fees~~the continued reduction of “Everyday” product demand, and weaker than anticipated Valentine’s Day and Mother’s Day demand, as ~~well~~consumers’ discretionary spending remained cautious in the inflationary environment, combined with planned reductions in advertising spend, as ~~other~~our ~~product~~brands focused their efforts on improving gross margin and ~~service~~operating ~~offerings~~spend toefficiency, ~~florists~~in the face of softening demand.

~~Net~~BloomNet® – revenues ~~decreased 19.1% during~~ ~~fiscal 2024, due to soft wholesale product sales, as the result of weakness~~ in ~~demand~~this ~~across~~segment ~~the~~are ~~industry~~derived ~~and~~from ~~lower Service revenue. The lower service revenue was attributable to reduced~~ membership~~/transaction~~ ~~fee revenues~~fees, as well as ~~lower~~other ~~florist-to-florist~~product ~~revenue associated with a decline in order volume processed through the network,~~ and ~~lower~~service ~~directory services ad revenues~~offerings.

29 Net revenues decreased 8.4% during fiscal 2025, due to lower service revenue, which was attributable to a decline in order volume processed through the network, as well as lower wholesale product sales.

~~Table~~Net revenues decreased 19.1% during fiscal 2024, due to soft wholesale product sales, as the result of ~~Contents~~ weakness in demand across the industry and lower service revenue. The lower service revenue was attributable to reduced membership/transaction fee revenues, as well as lower florist-to-florist revenue associated with a decline in order volume processed through the network, and lower directory services ad revenues.

~~Net~~Gourmet ~~revenues~~Foods ~~decreased~~& 8Gift Baskets – this segment includes the operations of Harry & David®, Wolferman’s Bakery®, Cheryl’s Cookies®, The Popcorn Factory®, 1-800-Baskets.6%com®/DesignPac®, ~~during~~Shari’s ~~fiscal~~Berries®, ~~2023~~Vital ~~due~~Choice®, toand ~~soft~~since ~~wholesale~~July ~~product~~1, ~~sales~~2024, asScharffen ~~well~~Berger®. asRevenue ~~service~~is ~~revenues~~derived ~~attributable~~from tothe ~~reduced~~sale ~~membership/transaction~~of ~~fee~~gourmet ~~revenues~~fruits, ~~associated~~cookies, ~~with~~baked agifts, ~~decline~~premium inchocolates ~~order~~and ~~volume~~confections, ~~processed~~gourmet popcorn, gift baskets, dipped berries, prime steaks, chops, and fish, through the ~~network,~~Company’s e-commerce sales channels (telephonic and ~~lower~~online ~~directory~~sales) ~~services~~and adcompany-owned ~~revenues~~and operated retail stores under the Harry & David and Cheryl’s Cookies brand names, as well as wholesale operations.

~~Gourmet~~Net ~~Foods~~revenues &decreased ~~Gift~~7.2% ~~Baskets~~during –fiscal ~~this segment includes the operations of Harry & David~~2025, ~~Wolferman’s~~as ~~Bakery, Cheryl’s Cookies, The Popcorn Factory, 1~~e-~~800-Baskets.com/DesignPac,~~commerce ~~Shari’s~~revenues ~~Berries,~~declined ~~and Vital Choice~~10.1% ~~Revenue~~due isto ~~derived~~lower ~~from~~demand and the ~~sale~~impact of ~~gourmet~~inefficient ~~fruits,~~marketing ~~cookies~~spend, ~~baked~~partially ~~gifts,~~offset ~~premium~~by ~~chocolates~~increased ~~and~~wholesale ~~confections,~~volume ~~gourmet~~as ~~popcorn,~~big ~~gift~~box ~~baskets,~~retailers ~~dipped~~increased ~~berries,~~orders ~~prime~~in ~~steaks,~~the ~~chops,~~current ~~and~~year. ~~fish~~In addition, ~~through~~ the ~~Company’s~~implementation ~~e-commerce~~of ~~sales~~a ~~channels~~new ~~(telephonic~~order ~~and~~management ~~online~~system ~~sales)~~for ~~and~~our ~~company-owned and operated retail stores under the~~ Harry & David ~~and~~brand ~~Cheryl’s~~negatively ~~Cookies~~impacted ~~brand~~sales ~~names,~~during asthe ~~well~~holiday asperiod ~~wholesale~~in ~~operations~~fiscal 2025.

Net revenues decreased 9.4% during fiscal 2024, as e-commerce declined 7.2% due to lower consumer demand, as a result of macro-economic weakness, which ~~has~~ significantly reduced “Everyday” occasion volumes, combined with planned reductions in advertising spend, as the brands focused their efforts on improving gross margins and operating spend efficiency in the face of softening demand. The unfavorable revenue trend was attributable to lower order volume, partially offset by favorable average order value as a result of product mix including more bundles and other higher priced offerings as higher income customers continued to buy at a higher rate. Wholesale/Retail channel revenues were unfavorable to prior year primarily due to lower order volume from big box retailers.

~~Net~~Gross revenues decreased 3.9% during fiscal 2023 due to lower e-commerce consumer demand, as a result of macro-economic weakness discussed above, combined with planned reductions in advertising spend. The unfavorable revenue trend was attributable to lower order volume, partially offset by favorable average order value as a result of strategic price increases and product mix, although promotional activity was increased in order to reduce inventory levels. This segment has seen the most dramatic reductions in “EveryDay” volumes, due to the disproportionate impact of the macro-economic conditions noted above, combined with the fact that it also experienced the highest growth rates during the Pandemic when food gifts/self-consumption peaked. Wholesale/Retail channel revenues were slightly favorable to prior year as consumers returned to in person “brick-and-mortar” shopping.Profit

Gross Profit


	Years Ended
	June 29, 2025			% Change		June 30, 2024			% Change		July 2, 2023

	(dollars in thousands)

Gross profit	$	652,272		-11.2	%	$	734,753		-3.0	%	$	757,526
Gross profit %	38.7		%			40.1		%			37.5		%

	Years Ended
	June 30, 2024			% Change			July 2, 2023			% Change			July 3, 2022
	(dollars in thousands)
Gross profit	$	734,753			-3.0	%	$	757,526			-7.8	%	$	821,738
Gross margin %		40.1	%					37.5	%					37.2	%

~~Gross~~Table ~~profit consists~~ of net revenues less cost of revenues, which is comprised primarily of florist fulfillment costs (fees paid directly to florists), the cost of floral and non-floral merchandise sold from inventory or through third parties, and associated costs, including inbound and outbound shipping charges. Additionally, cost of revenues includes labor and facility costs related to direct-to-consumer and wholesale production operations, as well as payments made to sending florists related to order volume referred through the Company’s BloomNet network.Contents

30 Gross profit consists of net revenues less cost of revenues, which is comprised primarily of florist fulfillment costs (fees paid directly to florists), the cost of floral and non-floral merchandise sold from inventory or through third parties, and associated costs, including inbound and outbound shipping charges. Additionally, cost of revenues includes labor and facility costs related to direct-to-consumer and wholesale production operations, as well as payments made to sending florists related to order volume referred through the Company’s BloomNet network.

~~Table~~Gross profit decreased 11.2% during fiscal 2025 due to lower revenues, as well as a decline in gross margin of ~~Contents~~ 140 basis points compared with fiscal 2024 due to declines within the Consumer Floral & Gifts and the Gourmet Foods & Gift Baskets segments, partially offset by an increase in gross profit in the Company's BloomNet segment.

Gross profit decreased 3.0% during fiscal 2024 due to the lower revenues noted above, partially offset by a higher gross margin percentage, driven by favorable product mix, lower freight costs, a decline in commodity costs, and the Company’s logistics optimization efforts. Gross margins improved throughout the year ending at 40.1%; a 260-basis point improvement over fiscal 2023.

~~Gross~~Consumer ~~profit~~Floral ~~decreased~~& ~~7.8%~~Gifts ~~during~~segment ~~fiscal~~– ~~2023~~Gross ~~due~~profit toin ~~the~~fiscal ~~lower~~2025 ~~revenues~~in ~~noted~~comparison ~~above,~~to ~~partially~~prior ~~offset~~year bydecreased ~~a higher gross margin percentage, driven~~ by ~~improvements across all three segments~~11.9%, ~~Although~~due ~~the Company continued~~ to ~~face inflationary pressures in~~ the ~~form~~impact of ~~higher~~the ~~commodity~~lower ~~costs~~revenues ~~(although~~noted ~~certain commodities began declining during our third quarter)~~above, ~~fuel~~as ~~and~~well ~~related~~as ~~third~~an ~~party~~unfavorable ~~shipping~~gross ~~rates,~~profit inpercentage ~~addition~~primarily toattributable ~~the challenges required~~ to ~~work~~higher ~~down~~cost ~~inventory levels, rates on ocean containers have come down significantly off~~ of ~~their~~merchandise ~~Fiscal 2022 peak,~~ and ~~the~~deleveraging ~~Company has focused on improving the variables within its control, implementing strategic initiatives designed to mitigate the impact~~ of ~~these~~fixed ~~factors, including pricing initiatives across our product assortment, implementing logistics optimization programs to enhance our outbound shipping operations and manage rising third-party shipping~~ costs ~~and~~resulting ~~deploying~~from ~~automation~~lower tosales ~~increase throughput and efficiency and address the high cost of labor~~volumes.

~~Consumer Floral & Gifts segment –~~ Gross profit in fiscal 2024 decreased in comparison to prior year by 4.5%, due to the unfavorable revenues noted above, partially offset by favorable gross profit percentage attributable to favorable product mix into higher margin direct fulfilled sales, favorable fulfillment costs, as well as lower inbound and outbound shipping cost.

BloomNet segment – Gross profit in fiscal ~~2023~~2025 from the BloomNet segment decreased in comparison to prior year by 127.89%, due to the ~~unfavorable~~impact of lower revenues noted above, ~~partially~~ offset in part by ~~favorable~~improved gross profit percentage ~~attributable~~driven ~~to favorable product mix, strategic pricing initiatives, reflected in the higher average order value, as well as favorable rates for ocean freight, partially offset~~ by ~~higher~~lower ~~outbound~~florist ~~shipping~~rebates ~~costs~~related ~~and~~to ~~higher~~lower ~~labor~~florist-to-florist ~~rates~~volume.

~~BloomNet segment –~~ Gross profit in fiscal 2024 from the BloomNet segment decreased in comparison to prior year by 8.6%, due to the unfavorable revenues noted above, partially offset by an increase in gross margin percentage. Gross margin percentage was higher than prior year due to lower florist rebates, which was driven by the lower shop-to-shop volume mainly from partners that carried higher contracted rates. In addition, wholesale margins, improved as a result of strategic pricing initiatives and lower cost of merchandise due to more favorable ocean freight rates.

~~Gross~~Gourmet ~~profit~~Foods in& ~~fiscal~~Gift ~~2023~~Baskets ~~from~~segment ~~the~~– ~~BloomNet~~Gross ~~segment~~profit in fiscal 2025 decreased in comparison to prior year by 79.60%, due to the ~~unfavorable~~decrease ~~revenues~~in revenue noted above, ~~partially~~as ~~offset~~well byas andecreased ~~increase in~~ gross ~~margin~~profit percentage. ~~Gross~~attributable ~~margin~~to ~~percentage was~~ higher ~~than~~cost ~~prior~~of ~~year due to improvements in wholesale margins~~merchandise, asdeleveraging ~~a result~~ of ~~strategic~~fixed ~~pricing~~costs ~~initiatives~~resulting ~~and~~from ~~favorable~~lower ~~ocean~~sales ~~freight costs~~volumes, ~~partially~~and ~~offset~~incremental bycosts ~~higher~~associated ~~outbound~~with ~~shipping~~the ~~rates,~~implementation ~~and~~of ~~higher~~a ~~florist~~new ~~rebates~~order ~~due~~management tosystem ~~higher~~for ~~shop-to-shop~~the ~~volume~~Harry ~~from~~& ~~senders~~David brand.

~~Gourmet Foods & Gift Baskets segment –~~ Gross profit in fiscal 2024 decreased in comparison to prior year by 0.6%, due to the unfavorable revenues noted above, partially offset by favorable gross profit percentage. The favorable gross profit percentage was primarily due to lower delivery and shipping costs as logistical initiatives allowed the group to decrease shipping costs. Favorable cost of merchandise (favorable inbound ocean freight and lower commodity costs), along with the Company's inventory and labor optimization efforts, also contributed to the improved margin percentage. In addition, the brand benefited from favorable product mix due to the continued gap in buying behavior of higher income customers continuing to purchase higher priced merchandise with strong margins, while lower income customers continue to tighten their discretionary spending.

~~Gross~~Marketing profit in fiscal 2023 was unfavorable in comparison to prior year by 1.9%, due to the unfavorable revenues noted above, partially offset by favorable gross profit percentage. The favorable gross profit percentage was primarily attributable to lower inbound/ocean freight costs and ~~production~~sales ~~efficiencies resulting from fulfillment automation projects, partially offset by continued inflationary pressures on certain commodity costs, and increased markdowns to reduce inventory positions.~~expense


	Years Ended
	June 29, 2025			% Change		June 30, 2024			% Change		July 2, 2023

	(dollars in thousands)

Marketing and sales	$	480,439		-0.9	%	$	485,016		-3.2	%	$	500,840
Percentage of net revenues	28.5		%			26.5		%			24.8		%

~~Table of Contents~~ 34

~~Marketing~~Table ~~and~~of ~~Sales Expense~~Contents

	Years Ended
	June 30, 2024			% Change			July 2, 2023			% Change			July 3, 2022
	(dollars in thousands)
Marketing and sales	$	485,016			-3.2	%	$	500,840			-12.4	%	$	571,661
Percentage of sales		26.5	%					24.8	%					25.9	%

Marketing and sales expense consists primarily of advertising and promotional expenditures, catalog costs, online portal and search costs, retail store and fulfillment operations (other than costs included in cost of revenues) and customer service center expenses, as well as the operating expenses of the Company’s departments engaged in marketing, selling, and merchandising activities.

Marketing and sales expense ~~consists~~decreased ~~primarily~~0.9% ofduring ~~advertising~~fiscal ~~and promotional expenditures~~2025, ~~catalog~~essentially ~~costs,~~in-line ~~online~~with ~~portal~~the ~~and~~prior ~~search~~year. ~~costs,~~Marketing ~~retail store~~ and ~~fulfillment~~sales ~~operations~~expenses ~~(other~~as ~~than~~a ~~costs~~percentage ~~included in cost~~ of revenues) ~~and~~increased ~~customer~~over ~~service~~the ~~center~~prior ~~expenses,~~year asdue ~~well~~to asincreased ~~the~~advertising ~~operating~~costs ~~expenses~~needed ofto ~~the~~support ~~Company’s~~sales ~~departments~~due ~~engaged~~to ina ~~marketing,~~competitive ~~selling and merchandising activities~~environment.

Marketing and sales expense decreased 3.2% during fiscal 2024 due to lower variable portal expenses and labor efficiencies, which was partially offset by higher general advertising expenses, as the brands reallocated dollars from less effective bottom of the funnel advertising to other areas to generate additional revenue in a challenging and competitive environment.

~~Marketing~~Technology and ~~sales~~development expense decreased 12.4% during fiscal 2023 due to variable components associated with lower revenues, combined with reduced, but more efficient advertising spend (as the brands focused their efforts on driving profitable volume and servicing their most loyal customers during a period when discretionary purchases are still under heavy pressure), and expense optimization efforts.

Technology and Development Expense


	Years Ended
	June 29, 2025			% Change		June 30, 2024			% Change		July 2, 2023

	(dollars in thousands)

Technology and development	$	62,279		3.4	%	$	60,235		-0.8	%	$	60,691
Percentage of net revenues	3.7		%			3.3		%			3.0		%

	Years Ended
	June 30, 2024			% Change			July 2, 2023			% Change			July 3, 2022
	(dollars in thousands)
Technology and development	$	60,235			-0.8	%	$	60,691			7.3	%	$	56,561
Percentage of sales		3.3	%					3.0	%					2.6	%

Technology and development expense consists primarily of payroll and operating expenses of the Company’s information technology group, costs associated with its websites, including hosting, design, content development, and maintenance and support costs related to the Company’s order entry, customer service, fulfillment, and database systems.

Technology and development expense ~~consists~~increased ~~primarily~~by of3.4% ~~payroll~~during ~~and~~fiscal ~~operating~~2025, ~~expenses~~primarily ofdue ~~the~~to ~~Company’s~~higher ~~information~~development ~~technology~~and ~~group,~~consulting costs ~~associated~~for ~~with~~the ~~its~~Company's ~~websites,~~technology ~~including~~platform ~~hosting~~enhancements, ~~design,~~including ~~content~~incremental ~~development and maintenance and support~~ costs ~~related~~relating to the ~~Company’s~~implementation ~~order~~of ~~entry,~~a new customer service, ~~fulfillment,~~platform and ~~database~~order ~~systems~~management system.

Technology and development ~~expenses~~ expense decreased by 0.8% during fiscal 2024, primarily due to reduced labor and consulting costs, offset in part by increased maintenance and support for the Company's technology platform.

~~Technology~~During ~~and~~the ~~development~~fiscal ~~expenses~~years ~~increased~~2025, by2024 ~~7.3%~~and ~~during fiscal~~ 2023, ~~primarily~~the ~~due~~Company toexpended ~~higher~~$93.0 ~~maintenance~~million, $86.8 million and ~~support~~$85.8 ~~for~~million, ~~the~~respectively, ~~Company’s~~on technology ~~platform~~and development, asof ~~well~~which as$30.7 ~~higher~~million, ~~labor~~$26.6 ~~costs~~million ~~due~~and to$25.1 ~~annual~~million, ~~increases~~respectively, has been capitalized.

~~During~~General ~~the fiscal years 2024, 2023~~ and ~~2022,~~administrative the Company expended $86.8 million, $85.8 million and $83.2 million, respectively, on technology and development, of which $26.6 million, $25.1 million and $26.6 million, respectively, has been capitalized.expense


	Years Ended
	June 29, 2025			% Change		June 30, 2024			% Change		July 2, 2023

	(dollars in thousands)

General and administrative	$	116,926		-1.0	%	$	118,060		4.7	%	$	112,747
Percentage of net revenues	6.9		%			6.4		%			5.6		%

~~Table~~General and administrative expense consists of ~~Contents~~ payroll and other expenses in support of the Company’s executive, finance and accounting, legal, human resources and other administrative functions, as well as professional fees and other general corporate expenses.

General and ~~Administrative~~administrative ~~Expense~~expense decreased 1.0% during fiscal 2025, primarily due to lower labor costs and changes in the value of the Company’s NQDC investments - refer to equal offset in “Other expense (income), net”. This was partially offset by higher insurance costs.

	Years Ended
	June 30, 2024			% Change			July 2, 2023			% Change			July 3, 2022
	(dollars in thousands)
General and administrative	$	118,060			4.7	%	$	112,747			10.2	%	$	102,337
Percentage of sales		6.4	%					5.6	%					4.6	%

~~General~~Table ~~and administrative expense consists~~ of payroll and other expenses in support of the Company’s executive, finance and accounting, legal, human resources and other administrative functions, as well as professional fees and other general corporate expenses.Contents

General and administrative expense increased 4.7% during fiscal 2024, primarily due to higher labor costs ~~due~~attributable to a change in the value of the Company’s NQDC Plan investments - refer to equal offset in “Other expense (income), net”, as well as severance costs related to an enterprise reduction in workforce. This was partially offset by lower professional fees related to litigation and acquisition costs, and lower bad debts expense primarily related to reserves for certain big box retailers and florists taken in fiscal 2023.

~~General~~Depreciation and administrative expense increased 10.2% during fiscal 2023, primarily due to: (i) higher labor costs due to a change in the value of the Company’s NQDC investments - refer to equal offset in “Other expense (income), net”, (ii) higher professional fees due to litigation costs, and (iii) higher bad debts expense primarily related to reserves for certain big box retailers and florists.amortization

Depreciation and Amortization


	Years Ended
	June 29, 2025			% Change		June 30, 2024			% Change		July 2, 2023

	(dollars in thousands)

Depreciation and amortization	$	53,618		-0.2	%	$	53,752		0.1	%	$	53,673
Percentage of net revenues	3.2		%			2.9		%			2.7		%

	Years Ended
	June 30, 2024			% Change			July 2, 2023			% Change			July 3, 2022
	(dollars in thousands)
Depreciation and amortization	$	53,752			0.1	%	$	53,673			9.4	%	$	49,078
Percentage of sales		2.9	%					2.7	%					2.2	%

Depreciation and amortization expense for fiscals 2025 and 2024 were in-line with the prior year periods.

~~Depreciation~~Goodwill and ~~amortization~~intangible ~~expense for fiscal 2024 is in-line with the prior year.~~impairment

Depreciation and amortization expense increased 9.4% during fiscal 2023, due to recent increases in distribution facility automation projects, and IT-related e-commerce/platform enhancements, as well as incremental depreciation and amortization associated with recent acquisitions.


	Years Ended
	June 29, 2025		% Change		June 30, 2024		% Change		July 2, 2023

	(dollars in thousands)
Goodwill and intangible impairment	$	143,823	627.8	%	$	19,762	-69.4	%	$	64,586

~~Goodwill~~In fiscal 2025, the Company recorded a non-cash goodwill and ~~Intangible~~intangible ~~Impairment~~impairment charge of $143.8 million, comprised of $119.0 million related to goodwill for its Consumer Floral & Gifts segment and $24.8 million attributable to the Personalization Mall tradename.

	Years Ended
	June 30, 2024		% Change			July 2, 2023		% Change			July 3, 2022
	(dollars in thousands)
Goodwill and intangible impairment	$	19,762		-69.4	%	$	64,586		-	%	$	-

During fiscal 2024, the Company recorded a non-cash impairment charge of $19.8 million related to its Personalization Mall tradename, due to a decline in the actual and projected revenue, combined with a higher discount rate resulting from the higher interest rate environment.

During fiscal ~~2024~~2023, the Company recorded a non-cash impairment charge of $1964.86 million related to its ~~PersonalizationMall~~Gourmet ~~trademark,~~Foods ~~due~~& toGift aBaskets ~~decline~~reporting inunit. ~~the~~The ~~actual~~Company ~~and~~fully ~~projected~~impaired ~~revenue,~~the ~~combined~~related ~~with~~goodwill aand ~~higher~~partially ~~discount~~impaired ~~rate~~certain ~~resulting~~tradenames ~~from~~within the ~~higher~~reporting ~~interest rate environment~~unit.

~~During~~See ~~fiscal~~Note ~~2023,~~7 ~~the Company recorded a non~~-~~cash~~ ~~impairment~~Goodwill ~~charge~~and ofOther ~~$64.6~~Intangibles, ~~million~~Net ~~related~~in toPart ~~its~~IV, ~~Gourmet~~Item ~~Foods~~15 &for ~~Gift~~additional ~~Baskets reporting unit~~information. ~~The Company fully impaired the related goodwill and partially impaired certain tradenames within the reporting unit.~~

~~See~~Interest ~~Note 6 in Part IV, Item 15 for additional information.~~Income


	Years Ended
	June 29, 2025		% Change		June 30, 2024		% Change		July 2, 2023

	(dollars in thousands)
Interest income	$	(3,380)	-49.4	%	$	(6,680)	115.2	%	$	(3,104)

~~Table~~Interest income consists of ~~Contents~~ income earned on the Company’s available cash balances.

Interest ~~Expense~~income decreased 49.4% during fiscal 2025, ~~net~~due to a decline in interest earned on lower available cash balances, as well as lower interest rates.

	Years Ended
	June 30, 2024		% Change			July 2, 2023		% Change			July 3, 2022
	(dollars in thousands)
Interest expense, net	$	10,623		-3.0	%	$	10,946		93.2	%	$	5,667

Interest income in fiscal 2024 increased 115.2% from fiscal 2023 due to an increase in interest earned attributable to higher available cash balances, as well as higher interest rates.

Interest expense, net consists primarily of interest expense and amortization of deferred financing costs attributable to the Company’s credit facility (See Note 9 in Part IV, Item 15 for details), net of income earned on the Company’s available cash balances.36

~~Interest~~Table ~~expense,~~of ~~net in fiscal 2024 is in-line with the prior year.~~Contents

Interest expense, net increased 93.2% during fiscal 2023, due to higher interest rates and higher working capital borrowings during the year, partially offset by favorable interest earned on available cash balances.Expense

Other expense (income), net


	Years Ended
	June 29, 2025		% Change		June 30, 2024		% Change		July 2, 2023

	(dollars in thousands)
Interest expense	$	15,438	-10.8	%	$	17,303	23.2	%	$	14,050

	Years Ended
	June 30, 2024			% Change			July 2, 2023		% Change			July 3, 2022
	(dollars in thousands)
Other expense (income), net	$	(6,793	)		-943.9	%	$	805		-84.9	%	$	5,332

Interest expense consists primarily of interest expense and amortization of deferred financing costs attributable to the Company’s credit facilities (See Note 10 - Long-Term Debt, Net in Part IV, Item 15 for details).

~~Other~~Interest ~~(income),~~expense ~~net~~decreased 10.8% during fiscal ~~2024 consists~~2025, ~~primarily~~due ofto ~~the~~a ~~gain~~lower onoutstanding ~~the~~term ~~Company's~~loan ~~NQDC~~balance, ~~investments (for~~as ~~which~~well ~~the~~as ~~offsetting~~lower ~~expense~~interest ~~was recorded in the general and administration expense line item)~~rates.

~~Other~~Interest expense, ~~net~~increased ~~during~~23.2% in fiscal ~~2023 consists~~2024 ~~primarily~~from offiscal a2023 ~~loss~~due onto ~~the~~higher ~~Company's~~interest ~~NQDC~~rates ~~investments (for~~partially ~~which~~offset ~~the~~by ~~offsetting~~lower ~~credit~~borrowings ~~was~~during ~~recorded in~~ the ~~general and administration expense line item)~~year.

~~Income~~Other ~~Taxes~~expense (income), net

The Company recorded income tax expense of $0.2 million during fiscal 2024, an income tax benefit of $2.1 million in fiscal 2023, and income tax expense of $1.5 million in fiscal 2022, resulting in an effective tax rate of (3.4%), 4.4% and 4.8%, respectively. The Company’s effective tax rate for fiscal 2024 differed from the U.S. federal statutory rate of 21.0% primarily due to state taxes, increases in valuation allowances, and tax shortfalls related to stock-based compensation, partially offset by enhanced deductions and various tax credits. The Company’s effective tax rate for fiscal 2023 differed from the U.S. federal statutory rate of 21.0% primarily due to the impact of the non-deductible portion of the Company’s impairment charge, as well as state income taxes and non-deductible expenses for executive compensation, tax shortfalls related to stock-based compensation, partially offset by enhanced deductions and various tax credits. The Company’s effective tax rate for fiscal 2022 differed from the U.S. federal statutory rate of 21.0% primarily due to excess tax benefits from stock-based compensation and various tax credits, partially offset by state income taxes and nondeductible expenses for executive compensation. Further impacting fiscal 2022, was a reduction in the Company’s valuation allowance, offset in part by the expiration of capital loss carryforwards, as well as enhanced deductions.


	Years Ended
	June 29, 2025		% Change		June 30, 2024		% Change		July 2, 2023

	(dollars in thousands)
Other expense (income), net	$	(3,514)	-48.3	%	$	(6,793)	-943.9	%	$	805

AtOther ~~June 30~~expense, ~~2024,~~net ~~the~~during ~~Company’s~~fiscal ~~federal~~2025 ~~enhanced~~and ~~deduction~~fiscal ~~carryforwards~~2024 ~~were~~consisted ~~$3.6~~primarily ~~million,~~of ~~tax~~the ~~effected,~~gain ~~which~~on ~~if not utilized will begin to expire in 2027. At June 30, 2024,~~ the Company’'s ~~state~~NQDC ~~and~~Plan ~~foreign~~investments ~~net~~(for ~~operating loss carryforwards were $2.9 million and $1.3 million, tax effected, respectively,~~ which ifthe ~~not~~offsetting ~~utilized will~~expense ~~begin~~was torecorded ~~expire~~ in ~~fiscal~~the ~~2025~~general and ~~fiscal~~administrative ~~2034,~~expense ~~respectively~~line item).

34 Income Taxes

~~Table~~The Company recorded an income tax benefit of ~~Contents~~ $13.4 million during fiscal 2025, an income tax expense of $0.2 million in fiscal 2024, and an income tax benefit of $2.1 million in fiscal 2023, resulting in an effective tax rate of 6.3%, (3.4%) and 4.4%, respectively. The Company’s effective tax rate for fiscal 2025 differed from the U.S. federal statutory rate of 21.0% primarily due to establishing a valuation allowance on certain federal and state deferred tax assets (including charitable contribution carryforwards) and the permanent portion of goodwill impairment charges. The Company’s effective tax rate for fiscal 2024 differed from the U.S. federal statutory rate of 21.0% primarily due to state taxes, increases in valuation allowances, and tax shortfalls related to stock-based compensation, partially offset by enhanced deductions and various tax credits. The Company’s effective tax rate for fiscal 2023 differed from the U.S. federal statutory rate of 21.0% primarily due to the impact of the non-deductible portion of the Company’s impairment charge, as well as state income taxes and non-deductible expenses for executive compensation, tax shortfalls related to stock-based compensation, partially offset by enhanced deductions and various tax credits.

~~Liquidity~~At June 29, 2025, the Company had $22.0 million of indefinite lived federal net operating losses, $110.4 million of state net operating loss carryforwards, some of which will begin to expire in fiscal 2026 to the extent not utilized and ~~Capital~~$5.4 ~~Resources~~million of foreign net operating loss carryforward which will begin to expire in fiscal 2034 if not utilized. At June 29, 2025, the Company’s federal charitable contribution carryforwards were $21.9 million, which will begin to expire in fiscal 2027 if not utilized. At June 29, 2025, the Company’s research and development and work opportunity credit carryforwards were $0.6 million and $0.1 million, respectively, which will both begin to expire in fiscal 2045 if not utilized.

~~Liquidity and borrowings~~37

~~The~~Table ~~Company’s principal sources~~ of liquidity are cash on hand, cash flows generated from operations and borrowings available under the Company’s credit agreement (see Note 9 in Part IV, Item 15 for details). At June 30, 2024, the Company had working capital of $157.9 million, including cash and cash equivalents of $159.4 million, compared to working capital of $152.9 million, including cash and cash equivalents of $126.8 million at July 2, 2023.Contents

AsLiquidity ofand ~~June~~Capital ~~30, 2024, there were no borrowings outstanding under the Company’s Revolver.~~Resources

~~Due~~Liquidity ~~to the seasonal nature of the Company’s business,~~ and its continued expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, generates over 40% of the Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Mother’s Day, Valentine’s Day, Easter and Administrative Professionals Week, revenues also have historically risen during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.borrowings

~~During~~The ~~the~~Company’s ~~first~~principal ~~two~~sources ~~quarters~~ of ~~fiscal~~liquidity ~~2024~~are cash on hand, ~~the~~cash ~~Company~~flows ~~borrowed~~generated from operations, and borrowings available under ~~its~~the ~~revolving~~Company’s credit agreement in(see ~~order~~Note to10 ~~fund~~- ~~pre~~Long-~~holiday~~Term ~~manufacturing~~Debt, ~~and~~Net ~~inventory~~in ~~procurement~~Part ~~requirements~~IV, ~~with~~Item ~~borrowings~~15 ~~peaking~~for atdetails). At June 29, 2025, the Company had working capital of $8261.03 million, inincluding ~~November~~cash ~~2023.~~and ~~Cash~~cash ~~generated~~equivalents ~~from~~of ~~operations~~$46.5 ~~during~~million, ~~the~~compared ~~Christmas~~to ~~holiday~~net ~~shopping~~working ~~season~~capital ~~enabled~~of ~~the~~$157.9 ~~Company~~million, toincluding ~~repay~~cash ~~the~~and ~~borrowings~~cash ~~under~~equivalents ~~the~~of ~~Revolver~~$159.4 inmillion ~~December~~at ~~2023.~~June 30, 2024.

OnDue ~~June~~to ~~27, 2023,~~ the ~~Company~~seasonal ~~entered~~nature ~~into~~of athe ~~Third~~Company’s ~~Amended~~business, and ~~Restated~~its ~~Credit~~continued ~~Agreement~~expansion ~~to,~~into ~~among~~non-floral ~~other~~products, ~~modifications: (i) increase~~ the ~~amount~~Thanksgiving ofthrough ~~the~~Christmas ~~outstanding~~holiday ~~term~~season, ~~loan~~which ~~from~~falls ~~approximately~~within ~~$150~~the ~~million~~Company’s tosecond ~~$200~~fiscal ~~million~~quarter, ~~(ii)~~generates ~~decrease~~over ~~the~~40% ~~amount~~ of the ~~commitments~~Company’s inannual ~~respect~~revenues, ofand ~~the~~all ~~revolving~~of ~~credit~~its ~~facility~~earnings. ~~from~~Due ~~$250 million~~ to ~~$225 million, (iii) extend~~ the ~~maturity~~number ~~date~~ of ~~the~~major ~~outstanding~~floral ~~term~~gifting ~~loan~~occasions, ~~and~~including ~~the~~Mother’s ~~revolving~~Day, ~~credit~~Valentine’s ~~facilities~~Day, byEaster ~~approximately~~and 48Administrative ~~months~~Professionals toWeek, ~~June~~revenues ~~27,~~also ~~2028,~~have ~~and~~historically ~~(iv)~~risen ~~increase~~during the ~~applicable~~Company’s ~~interest~~fiscal ~~rate~~third ~~margins for SOFR~~ and ~~base~~fourth ~~rate~~quarters ~~loans~~in bycomparison 25to ~~basis~~its ~~points~~fiscal ~~(See~~first ~~Note 9 – Long-Term Debt in Item 15 for details)~~quarter.

~~Based~~During ~~on our year-end cash balances, including~~ the ~~incremental~~first ~~term~~two ~~loan~~quarters ~~referenced~~of ~~above,~~fiscal ~~combined with projected cash flows~~2025, the Company ~~expects~~borrowed tounder ~~borrow~~its ~~against~~revolving ~~its~~credit ~~Revolver~~facility in order to fund pre-holiday manufacturing and inventory ~~purchases~~procurement ~~during~~requirements, ~~the~~with ~~first~~borrowings ~~quarter~~peaking ofat ~~fiscal~~$110.0 ~~2025~~million in November 2024. ~~The~~Cash ~~Company~~generated ~~expects~~from tooperations beduring ~~able~~the toChristmas ~~repay~~holiday ~~all~~shopping ~~working~~season ~~capital~~enabled ~~borrowings~~the ~~prior~~Company to repay the ~~end~~borrowings ofunder the ~~second~~revolving ~~quarter~~credit facility in December 2024. The Company had no amounts outstanding under the revolving credit facility as of June 29, 2025. In addition, during fiscal 2025, the Company made payments of $30.0 million on its Term Loan, which included a $25.0 million voluntary prepayment.

~~While~~Based weon ~~believe that~~ our ~~sources~~year-end ofcash ~~funding~~balances, ~~will~~combined bewith ~~sufficient~~projected ~~to meet our anticipated operating~~ cash ~~needs~~flows, ~~for at least~~ the ~~next~~Company ~~twelve~~expects ~~months,~~to ~~any~~borrow ~~projections~~under ofits ~~future~~revolving ~~cash~~credit ~~needs~~facility ~~and cash flows are subject~~ to ~~substantial~~fund ~~uncertainty.~~pre-holiday Wemanufacturing ~~continually evaluate,~~ and ~~will,~~inventory ~~from~~purchases ~~time~~during ~~to time, consider~~ the ~~acquisition~~first quarter of, orfiscal ~~investment~~2026. ~~in,~~The ~~complementary~~Company ~~businesses,~~expects ~~products,~~to ~~services,~~be ~~capital~~able ~~infrastructure,~~to ~~and~~repay ~~technologies,~~all ~~which~~working ~~might~~capital ~~affect~~borrowings ~~our~~prior ~~liquidity~~to ~~requirements~~the orend ~~cause~~of usthe tosecond ~~require~~quarter ~~additional~~of ~~financing~~fiscal 2026.

~~Cash~~While ~~Flows~~we believe that our sources of funding will be sufficient to meet our anticipated operating cash needs for at least the next twelve months, any projections of future cash needs and cash flows are subject to substantial uncertainty. We continually evaluate, and will, from time to time, consider the acquisition of, or investment in, complementary businesses, products, services, capital infrastructure, and technologies, which might affect our liquidity requirements or cause us to require additional financing.

~~Net~~Cash ~~cash~~Flows provided by operating activities of $95.0 million for fiscal 2024 was primarily attributable to the Company’s net loss, adjusted by a non-cash charge for an intangible asset impairment, depreciation and amortization, bad debt expense and stock-based compensation, net of deferred income taxes, combined with net working capital generated primarily from a decrease in inventories, and an increase in accounts payable and accrued expenses.

Net cash used infor ~~investing~~operating activities of $4226.3 4 million for fiscal 2025 was primarily attributable to uses of cash for working capital ~~expenditures~~purposes, ~~primarily~~comprised ~~related~~of todecreases ~~the~~in ~~Company's~~accounts ~~technology~~payable and ~~automation~~accrued ~~initiatives,~~expenses and ~~the~~increases ~~acquisition~~in oftrade ~~Card~~receivables ~~Isle~~and asprepaid ~~noted~~and ~~above~~other.

Net cash used in ~~financing~~investing activities of $2044.1 5 million ~~related~~was attributable to ~~net~~capital ~~repayment~~expenditures ofprimarily ~~bank~~related ~~borrowings~~to ofthe ~~$10.0~~Company's ~~million~~technology and automation initiatives, and the acquisition of ~~$10.4~~Scharffen ~~million~~Berger ofas ~~treasury~~noted ~~stock~~above.

~~Free~~Net ~~Cash~~cash ~~Flow~~used in financing activities of $42.1 million related primarily to net repayment of bank borrowings of $30.0 million, which included a $25.0 million voluntary prepayment on the Company's term loan, and the acquisition of treasury stock of $10.2 million.

Free ~~cash~~Cash flow was $56.4 million for fiscal 2024, compared with free cash flow of $70.7 million for fiscal 2023, a decrease of $14.3 million primarily driven by a decrease in cash flows from operations. Refer to "Definitions of non-GAAP financial measures" for reconciliation of non-GAAP results to applicable GAAP results.Flow

~~Stock~~Free ~~Repurchase~~cash ~~Program~~flow was a negative $67.8 million for fiscal 2025, compared with free cash flow of positive $56.4 million for fiscal 2024, a decrease of $124.2 million primarily driven by a decrease in cash flows from operations, driven by lower net income, adjusted for non-cash items, as well as timing of changes in working capital. Refer to "Definitions of non-GAAP financial measures" for reconciliation of non-GAAP results to applicable GAAP results.

~~See~~Stock ~~Item~~Repurchase ~~5 in Part II for details.~~Program

35 See Item 5 in Part II for details.

~~Table~~Contractual ofObligations ~~Contents~~

~~Contractual~~At ~~Obligations~~June 29, 2025, the Company’s contractual obligations consist of:

~~At June 30, 2024, the Company’s contractual obligations consist of:~~38

●Table ~~Long-term~~of ~~debt obligations – payments due under the Company’s Credit Agreement (See Note 9 – Long-Term Debt in Item 15 for details).~~Contents

●•Long-term ~~Operating~~debt ~~lease~~ obligations – payments due under the Company’s ~~long-term~~credit ~~operating~~agreement ~~leases~~ (See Note 1610 – ~~Leases~~Long-Term Debt, Net in Item 15 for details).

●•Operating ~~Purchase~~lease ~~commitments~~obligations – ~~consisting~~payments ~~primarily~~due ofunder ~~inventory~~the ~~and~~Company’s ITlong-term ~~related~~operating ~~equipment~~leases ~~purchase~~(See ~~orders~~Note ~~and~~8 ~~license~~– ~~agreements~~Leases ~~made~~ in ~~the~~Item ~~ordinary~~15 ~~course of business – see below~~ for ~~the contractual payments due by period~~details).

	Payments due by period
	(in thousands)
	Fiscal		Fiscal		Fiscal		Fiscal		Fiscal
	2025		2026		2027		2028		2029		Thereafter		Total
Purchase commitments	$	156,940	$	9,722	$	5,202	$	3,447	$	3,447	$	-	$	178,758

•Purchase commitments – consisting primarily of inventory and IT-related equipment purchase orders and license agreements made in the ordinary course of business – see below for the contractual payments due by period.


	Payments due by period
	(in thousands)
	Fiscal 2026		Fiscal 2027		Fiscal 2028		Fiscal 2029		Fiscal 2030		Thereafter		Total
Purchase commitments	$	133,686	$	11,818	$	5,492	$	3,801	$	88	$	-	$	154,885

~~Table~~Critical ofAccounting ~~Contents~~ Policies and Estimates

~~Critical~~The ~~Accounting~~Company’s ~~Estimates~~discussion and analysis of its financial condition and results of operations are based upon the consolidated financial statements of 1-800-FLOWERS.COM, Inc., which have been prepared in accordance with U.S. generally accepted accounting principles. Our accounting policies are more fully described in Note 2 of the financial statements. As disclosed in Note 2, the preparation of these financial statements requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances, and management evaluates its estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. We consider accounting estimates to be critical if both: (i) the nature of the estimate or assumption is material due to the levels of subjectivity and judgment involved, and (ii) the impact within a reasonable range of outcomes of the estimate and assumption is material to the Company’s financial condition. Our critical accounting policies and estimates are the same and relate to goodwill and other intangible assets. Management of the Company has discussed the selection of critical accounting estimates and the effect of estimates with the audit committee of the Company’s Board of Directors.

The Company’s discussion and analysis of its financial position and results of operations are based upon the consolidated financial statements of 1-800-FLOWERS.COM, Inc., which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management evaluates its estimates on an ongoing basis and bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We consider accounting estimates to be critical if both: (i) the nature of the estimate or assumption is material due to the levels of subjectivity and judgment involved, and (ii) the impact within a reasonable range of outcomes of the estimate and assumption is material to the Company’s financial condition. Our critical accounting estimates relate to goodwill, other intangible assets and income taxes. Management of the Company has discussed the selection of critical accounting estimates and the effect of estimates with the audit committee of the Company’s board of directors.Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in each business combination, with the carrying value of the Company’s goodwill allocated to its reporting units, in accordance with the acquisition method of accounting. Goodwill is not amortized, but it is subject to an annual assessment for impairment, which the Company performs during the fourth quarter, or more frequently if events occur or circumstances change such that it is more likely than not that an impairment may exist. The Company tests goodwill for impairment at the reporting unit level. The Company identifies its reporting units by assessing whether the components of its operating segments constitute businesses for which discrete financial information is available and management of each reporting unit regularly reviews the operating results of those components.

~~Goodwill~~In ~~represents~~applying the ~~excess~~goodwill ofimpairment test, the ~~purchase~~Company ~~price~~has ~~over~~ the ~~fair~~option ~~value~~to ofperform ~~the~~a ~~net~~qualitative ~~assets~~test ~~acquired~~(also inknown ~~each~~as ~~business~~“Step ~~combination,~~0”) ~~with~~or ~~the~~a ~~carrying~~quantitative ~~value~~test of(“Step ~~the~~1”). ~~Company’s~~Under ~~goodwill~~the ~~allocated~~Step to0 ~~its reporting units~~test, ~~in accordance with~~ the ~~acquisition~~Company ~~method~~first ofassesses ~~accounting.~~qualitative ~~Goodwill~~factors isto ~~not~~determine ~~amortized,~~whether ~~but~~ it is ~~subject~~more tolikely anthan ~~annual~~not ~~assessment~~that ~~for impairment, which~~ the ~~Company~~fair ~~performs~~value ~~during~~of the ~~fourth~~reporting ~~quarter,~~unit oris ~~more~~less ~~frequently~~than ifits ~~events~~carrying ~~occur~~value. orQualitative ~~circumstances~~factors ~~change~~may ~~such~~include, ~~that~~but itare isnot ~~more~~limited ~~likely~~to, ~~than~~economic ~~not~~conditions, ~~that~~industry anand ~~impairment~~market ~~may~~considerations, ~~exist.~~cost ~~The~~factors, ~~Company~~overall ~~tests~~financial ~~goodwill~~performance ~~for~~of ~~impairment at~~ the reporting unit ~~level.~~and ~~The~~other ~~Company~~entity ~~identifies~~and ~~its~~ reporting ~~units~~unit byspecific ~~assessing~~events. ~~whether~~If ~~the~~after ~~components~~assessing ofthese ~~its~~qualitative ~~operating~~factors, ~~segments~~the ~~constitute~~Company ~~businesses~~determines ~~for~~it ~~which~~is ~~discrete~~“more-likely-than-not” ~~financial~~that ~~information~~the isfair ~~available~~value ~~and management~~ of ~~each~~the reporting unit ~~regularly~~is ~~reviews~~less than the ~~operating~~carrying ~~results~~value, ofthen ~~those~~performing ~~components~~the Step 1 quantitative test is necessary.

InStep ~~applying~~1 ~~the~~of ~~goodwill impairment test,~~ the ~~Company has the option to perform a qualitative test (also known as “Step 0”) or a~~ quantitative test ~~(“Step~~requires ~~1”).~~comparison ~~Under~~of the ~~Step~~fair 0value ~~test,~~of ~~the~~each ~~Company~~of ~~first~~the ~~assesses~~reporting ~~qualitative~~units ~~factors~~ to ~~determine~~the ~~whether~~respective itcarrying isvalue. ~~more~~If ~~likely than not that~~ the ~~fair~~carrying value of the reporting ~~units~~unit is less than ~~its~~the ~~carrying~~fair value~~. Qualitative factors may include~~, ~~but~~no ~~are~~impairment ~~not~~exists. ~~limited to~~Otherwise, ~~economic~~the ~~conditions,~~Company ~~industry~~would ~~and~~recognize ~~market~~an ~~considerations,~~impairment ~~cost~~charge ~~factors,~~for ~~overall~~the ~~financial~~amount ~~performance~~by ofwhich the ~~reporting~~carrying ~~unit~~amount ~~and~~of ~~other~~a ~~entity and~~ reporting unit ~~specific~~exceeds ~~events.~~its Iffair ~~after~~value ~~assessing~~up ~~these~~to ~~qualitative factors,~~ the ~~Company~~amount ~~determines~~of itgoodwill isallocated ~~“more-likely-than-not”~~to that ~~the fair value of the~~ reporting unit ~~is less than the carrying value, then performing the Step 1 quantitative test is necessary~~.

Step 1 of the quantitative test requires comparison of the fair value of each of the reporting units to the respective carrying value. If the carrying value of the reporting unit is less than the fair value, no impairment exists. Otherwise, the Company would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit.39

~~The~~Table ~~Company generally estimates the fair value~~ of a reporting unit using an equal weighting of the income and market approaches. The Company uses industry accepted valuation models and set criteria that are reviewed and approved by various levels of management. Under the income approach, the Company uses a discounted cash flow methodology, which requires management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, working capital cash flow, perpetual growth rates, and long-term discount rates, among others. For the market approach, the Company uses the guideline public company method. Under this method, the Company utilizes information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, to create valuation multiples that are applied to the operating performance of the reporting unit being tested, in order to obtain their respective fair values. The Company also reconciles the aggregate fair values of its reporting units determined in the first step (as described above) to its current market capitalization, allowing for a reasonable control premium. See Note 6 – Goodwill and Intangible Assets, in Part IV, Item 15, for further information.Contents

~~Other~~The ~~Intangibles~~Company generally estimates the fair value of a reporting unit using an equal weighting of the income and market approaches. The Company uses industry accepted valuation models and set criteria that are reviewed and approved by various levels of management. Under the income approach, ~~net~~the Company uses a discounted cash flow methodology, which requires management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, working capital cash flow, perpetual growth rates, and long-term discount rates, among others. For the market approach, the Company uses the guideline public company method. Under this method, the Company utilizes information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, to create valuation multiples that are applied to the operating performance of the reporting unit being tested, in order to obtain their respective fair values. The Company also reconciles the aggregate fair values of its reporting units determined in the first step (as described above) to its current market capitalization, allowing for a reasonable control premium.

~~Other~~During ~~intangibles~~fiscal ~~consist~~2025, ofthe ~~definite~~Company recorded a non-~~lived~~cash ~~intangible~~goodwill ~~assets~~impairment ~~(such~~charge asof ~~investment~~$119.0 inmillion ~~licenses,~~related ~~customer~~to ~~lists,~~the ~~and~~Company’s ~~others)~~Consumer ~~and~~Floral ~~indefinite-lived~~& ~~intangible~~Gifts ~~assets~~reporting ~~(such~~unit. The asgoodwill ~~acquired~~was ~~trade~~written ~~names~~down ~~and~~to ~~trademarks).~~its ~~The~~respective ~~cost~~fair ofvalue ~~definite-lived~~resulting ~~intangible~~in ~~assets~~zero isexcess ~~amortized~~fair tovalue ~~reflect~~over carrying amount as of the ~~pattern~~impairment test date, resulting in a risk of ~~economic~~future ~~benefits~~impairments ~~consumed~~if any assumptions (including changes in segments), ~~over~~estimates, or market factors change in the ~~estimated~~future. The ~~periods~~carrying ~~benefited,~~value ~~ranging~~of ~~from~~the 3Company’s toConsumer 16Floral ~~years,~~& ~~while~~Gifts ~~indefinite-lived~~reporting ~~intangible~~unit ~~assets~~as ~~are~~of ~~not~~June ~~amortized~~29, 2025, is $34.6 million.

~~Definite-lived~~See ~~intangibles~~Note ~~are~~7 ~~reviewed~~– ~~for~~Goodwill ~~impairment~~and ~~whenever~~Other ~~changes~~Intangibles, inNet ~~circumstances or events may indicate that the carrying amounts are not recoverable. When such events or changes~~ in ~~circumstances~~Part ~~occur~~IV, aItem recoverability test is performed comparing projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying value. If the projected undiscounted cash flows are less than the carrying value15, ~~then an impairment charge would be recorded~~ for ~~the~~further ~~excess of the carrying value over the fair value, which is determined by discounting future cash flows~~information.

37 Other Intangibles, net

~~Table~~Other intangibles consist of ~~Contents~~ definite-lived intangible assets (such as investment in licenses, customer lists, and others) and indefinite-lived intangible assets (such as acquired tradenames and trademarks). The cost of definite-lived intangible assets is amortized to reflect the pattern of economic benefits consumed, over the estimated periods benefited, ranging from 3 to 16 years, while indefinite-lived intangible assets are not amortized.

~~The Company tests indefinite~~Definite-lived ~~intangible~~intangibles ~~assets~~are reviewed for impairment ~~at least annually, during the fourth quarter, or~~ whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. InWhen ~~applying~~such ~~the~~events ~~impairment~~or ~~test,~~changes ~~the~~in ~~Company~~circumstances ~~has~~occur, ~~the option to perform~~ a ~~qualitative~~recoverability test ~~(also~~is ~~known~~performed ascomparing ~~“Step~~projected ~~0”)~~undiscounted orcash aflows ~~quantitative~~from ~~test. Under~~ the ~~Step~~use 0 test, the Company assesses qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. Qualitative factors may include, but are not limited, to economic conditions, industry and ~~market~~eventual ~~considerations,~~disposition cost factors, financial performance, legal and other entity and asset specific events. If, after assessing these qualitative factors, the Company determines it is “more-likely-than-not” that the indefinite-lived intangible asset is impaired, then performing the quantitative test is necessary. The quantitative impairment test for indefinite-lived intangible assets encompasses calculating a fair value of an ~~indefinite-lived~~asset ~~intangible~~or asset ~~and~~group ~~comparing the fair value~~ to its carrying value. If the ~~carrying~~projected ~~value~~undiscounted ~~exceeds~~cash ~~the~~flows ~~fair~~are ~~value,~~less ~~impairment~~than ~~is recognized for~~ the ~~difference.~~carrying ~~To determine fair~~ value ~~of other indefinite-lived intangible assets~~, ~~the~~then ~~Company uses~~ an ~~income~~impairment ~~approach,~~charge ~~the relief-from-royalty method. This method assumes that, in lieu of ownership, a third party~~ would be ~~willing~~recorded tofor ~~pay~~the aexcess ~~royalty~~of ~~in order to obtain~~ the ~~rights~~carrying tovalue ~~use~~over the ~~comparable asset. Other indefinite-lived intangible assets’~~ fair ~~values~~value, ~~require~~which ~~significant~~is ~~judgments~~determined inby ~~determining~~discounting ~~both~~future ~~the assets’ estimated~~ cash flows ~~as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value~~.

~~See Note~~The 6Company –tests ~~Goodwill~~indefinite-lived ~~and~~intangible ~~Intangible~~assets ~~Assets~~for impairment at least annually, during the fourth quarter, or whenever changes in ~~Part~~circumstances IVor events may indicate that the carrying amounts are not recoverable. In applying the impairment test, ~~Item~~the 15Company has the option to perform a qualitative test (also known as “Step 0”) or a quantitative test. Under the Step 0 test, the Company assesses qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. Qualitative factors may include, but are not limited, to economic conditions, industry and market considerations, cost factors, financial performance, legal and other entity and asset specific events. If, after assessing these qualitative factors, the Company determines it is “more-likely-than-not” that the indefinite-lived intangible asset is impaired, then performing the quantitative test is necessary. The quantitative impairment test for ~~further~~indefinite-lived ~~information~~intangible assets encompasses calculating a fair value of an indefinite-lived intangible asset and comparing the fair value to its carrying value. If the carrying value exceeds the fair value, impairment is recognized for the difference. To determine fair value of other indefinite-lived intangible assets, the Company uses an income approach, the relief-from-royalty method. This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset. Other indefinite-lived intangible assets’ fair values require significant judgments in determining both the assets’ estimated cash flows, including the perpetual growth rate, as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value.

~~Income~~During ~~Taxes~~fiscal 2025, the Company recorded a non-cash impairment charge of $24.8 million related to the Company’s Personalization Mall tradename. The indefinite-lived intangible was written down to its respective fair value resulting in zero excess fair value over carrying amount as of the impairment test date, resulting in a risk of future impairments if any assumptions, estimates, or market factors change in the future. The carrying value of the Company’s Personalization Mall tradename as of June 29, 2025, is $21.2 million.

~~The~~See ~~Company~~Note ~~uses~~7 ~~the~~– ~~asset~~Goodwill and ~~liability~~Other ~~method~~Intangibles, toNet, account for income taxes. The Company has established deferred tax assets and liabilities for temporary differences between the financial reporting bases and the income tax bases of its assets and liabilities at enacted tax rates expected to be in ~~effect~~Part ~~when~~IV, ~~such~~Item ~~assets~~15, ~~or liabilities are realized or settled. The Company also has net operating loss carryforwards and credit carryforwards in multiple jurisdictions and has recognized deferred assets~~ for ~~those~~further ~~losses and credits~~information.

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. In completing this evaluation, the Company considers available positive and negative evidence. Such evidence includes historical operating results, the existence of cumulative earnings and losses in the most recent fiscal years, taxable income in prior carryback year(s) if permitted under the tax law, the time period over which our temporary differences will reverse, the implementation of feasible and prudent tax planning strategies, and expectations for future pre-tax operating income. Estimating future taxable income is inherently uncertain and requires judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of this evidence, it is more likely than not that all or a portion of the recorded deferred tax assets will not be realized in future periods.40

~~The~~Table Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements on a particular tax position are measured based on the largest benefit that has a greater than a 50% likelihood of being realized upon settlement. The amount of unrecognized tax benefits (“UTBs”) is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. We recognize both accrued interest and penalties, where appropriate, related to UTBs in income tax expense. Assumptions, judgment, and the use of estimates are required in determining if the “more likely than not” standard has been met when developing the provision for income taxes. Contents

~~See~~Recently ~~Note~~Issued ~~11–~~Accounting ~~Income Taxes, in Part IV, Item 15, for further information.~~Pronouncements

~~Recently~~See ~~Issued~~Note ~~Accounting~~2 ~~Pronouncements~~ in Part IV, Item 15 for details regarding the impact of accounting standards that were recently issued on our consolidated financial statements.

~~See Note 2 in Part IV,~~ Item 157A. QUANTITATIVE ~~for~~AND ~~details~~QUALITATIVE ~~regarding~~DISCLOSURES ~~the~~ABOUT ~~impact~~MARKET ~~of accounting standards that were recently issued on our consolidated financial statements.~~RISK

38 The Company is exposed to market risk from the effect of interest rate changes, which relates primarily to the Company’s investment of available cash balances and its long-term debt. The Company generally invests its cash and cash equivalents in investment grade corporate and U.S. government securities. Borrowings under the Company’s credit facilities bear interest at a variable rate, plus an applicable margin, and therefore expose the Company to market risk for changes in interest rates. The effect of a 50 basis point increase in current interest rates on the Company’s interest expense would have been approximately $1.0 million during the fiscal year ended June 29, 2025.

~~Table~~Item of8. FINANCIAL ~~Contents~~ STATEMENTS AND SUPPLEMENTARY DATA

Annual Financial Statements: See Part IV, Item ~~7A.~~15 ~~QUANTITATIVE~~of ~~AND~~this ~~QUALITATIVE~~Annual ~~DISCLOSURES~~Report ~~ABOUT~~on ~~MARKET~~Form ~~RISK~~10-K.

~~The~~Item ~~Company~~9. CHANGES isIN ~~exposed~~AND toDISAGREEMENTS ~~market~~WITH ~~risk~~ACCOUNTANTS ~~from~~ON ~~the~~ACCOUNTING ~~effect~~AND ofFINANCIAL ~~interest rate changes and changes in the market values of its investments.~~DISCLOSURE

~~Interest~~Not ~~Rate Risk~~applicable.

~~The~~Item ~~Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s investment of available cash balances and its long-term debt~~9A. CONTROLS ~~The~~AND Company generally invests its cash and cash equivalents in investment grade corporate and U.S. government securities. Borrowings under the Company’s credit facility bear interest at a variable rate, plus an applicable margin, and therefore expose the Company to market risk for changes in interest rates. The effect of a 50 basis point increase in current interest rates on the Company’s interest expense would have been approximately $1.1 million during the fiscal year ended June 30, 2024.PROCEDURES

~~Item~~Evaluation 8.of ~~FINANCIAL~~Disclosure ~~STATEMENTS~~Controls ~~AND~~and ~~SUPPLEMENTARY DATA~~Procedures

~~Annual~~The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial ~~Statements:~~Officer, ~~See~~has ~~Part~~evaluated IVthe effectiveness of the Company’s disclosure controls and procedures, ~~Item~~as defined in Rules 13a-15(e) and 15d-15(e) of ~~this~~the ~~Annual~~Securities ~~Report~~Exchange Act of 1934, as of June 29, 2025. Based on ~~Form~~that ~~10-K~~evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have each concluded that the Company’s disclosure controls and procedures were effective as of June 29, 2025.

~~Item~~Management’s 9.Report ~~CHANGES~~on INInternal ~~AND~~Control ~~DISAGREEMENTS~~Over ~~WITH~~Financial ~~ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~Reporting

~~Not~~Management ~~applicable~~is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effectuated by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and includes those policies and procedures that:

~~Item~~•pertain ~~9A.~~to ~~CONTROLS~~the ~~AND~~maintenance ~~PROCEDURES~~of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

~~Evaluation~~•provide reasonable assurance that transactions are recorded as necessary to permit preparation of ~~Disclosure~~financial ~~Controls~~statements in accordance with U.S. GAAP, and ~~Procedures~~that receipts and expenditures of the Company are being made in accordance with authorization of management and directors of the Company; and

~~The~~•provide ~~Company’s~~reasonable ~~management,~~assurance ~~with~~regarding ~~the~~prevention ~~participation~~or oftimely ~~the~~detection ~~Company’s~~of ~~Chief~~unauthorized ~~Executive Officer and Chief Financial Officer~~acquisition, ~~has~~use ~~evaluated~~or ~~the~~disposition ~~effectiveness~~ of the Company’s ~~disclosure~~assets ~~controls~~that ~~and~~could ~~procedures,~~have asa ~~defined~~material ineffect ~~Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of June 30, 2024. Based~~ on ~~that evaluation,~~ the ~~Company’s~~financial ~~Chief Executive Officer and Chief Financial Officer have each concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2024~~statements.

~~Management’s~~Because ~~Report~~of onits ~~Internal~~inherent ~~Control~~limitations, ~~Over~~internal ~~Financial~~control ~~Reporting~~over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effectuated by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and includes those policies and procedures that:41

●Table ~~pertain to the maintenance~~ of ~~records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;~~Contents

●Management, ~~provide~~including ~~reasonable~~the ~~assurance~~Company’s ~~that~~Chief ~~transactions~~Executive ~~are~~Officer ~~recorded~~and asChief ~~necessary~~Financial toOfficer, ~~permit~~assessed ~~preparation~~the effectiveness of the Company’s internal control over financial ~~statements~~reporting based on criteria established in ~~accordance~~Internal ~~with~~Control-Integrated ~~U.S.~~Framework ~~GAAP,~~issued ~~and~~by ~~that~~the ~~receipts~~Committee ~~and~~of ~~expenditures~~Sponsoring Organizations of the ~~Company~~Treadway ~~are~~Commission ~~being~~(2013 ~~made~~framework). inBased ~~accordance~~on ~~with~~this ~~authorization~~assessment, of management ~~and~~concluded ~~directors~~that of the Company;’s ~~and~~internal control over financial reporting was effective as of June 29, 2025.

●The ~~provide~~Company’s ~~reasonable~~independent ~~assurance~~registered ~~regarding~~public ~~prevention~~accounting orfirm, ~~timely~~BDO ~~detection~~USA, ~~of unauthorized acquisition~~P.C., ~~use~~audited orthe ~~disposition~~effectiveness of the Company’s ~~assets~~internal ~~that~~control ~~could~~over ~~have~~financial areporting ~~material~~as ~~effect~~of June 29, 2025. BDO USA, P.C.’s report on the effectiveness of the Company’s internal control over financial ~~statements~~reporting as of June 29, 2025 is set forth below.

~~Because~~Limitations ofon ~~its~~Effectiveness ~~inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections~~ of ~~any~~Controls ~~evaluation~~and of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Procedures

~~Management,~~Our ~~including~~disclosure ~~the~~controls ~~Company’s Chief Executive Officer~~ and ~~Chief~~procedures ~~Financial~~are ~~Officer,~~designed ~~assessed~~to ~~the~~provide ~~effectiveness~~reasonable assurance of ~~the~~achieving ~~Company’s~~their ~~internal~~objectives, ~~control~~as ~~over~~specified ~~financial~~above. ~~reporting~~Our ~~based~~management onrecognizes ~~criteria~~that ~~established~~any incontrol ~~Internal~~system, ~~Control-Integrated~~no ~~Framework~~matter ~~issued~~how bywell ~~the~~designed ~~Committee~~and ofoperated, ~~Sponsoring~~is ~~Organizations~~based ofupon ~~the~~certain ~~Treadway~~judgments ~~Commission~~and ~~(2013~~assumptions ~~framework).~~and ~~Based~~cannot onprovide ~~this~~absolute ~~assessment,~~assurance ~~management concluded~~ that ~~the~~its ~~Company’s~~objectives ~~internal~~will ~~control~~be ~~over financial reporting was effective as of June 30, 2024~~met.

~~The~~Changes ~~Company’s~~in ~~independent~~Internal ~~registered~~Control ~~public~~Over ~~accounting~~Financial firm, BDO USA, P.C., audited the effectiveness of the Company’s internal control over financial reporting as of June 30, 2024. BDO USA, P.C.’s report on the effectiveness of the Company’s internal control over financial reporting as of June 30, 2024 is set forth below.Reporting

~~Limitations~~There onwas ~~Effectiveness~~no ofchange ~~Controls~~in internal control over financial reporting (as defined in Rules 13a-15(f) and ~~Procedures~~15d-15(f) under the Exchange Act), during the three months ended June 29, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.42

~~Changes~~Table inof ~~Internal Control Over Financial Reporting~~Contents

~~There~~Report ~~was~~of noIndependent ~~change~~Registered inPublic ~~internal~~Accounting ~~control~~Firm over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), during the three months ended June 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

39 Board of Directors and Stockholders

~~Table~~1-800-FLOWERS.COM, ~~of Contents~~ Inc.

~~Report~~Jericho, ~~of Independent Registered Public Accounting Firm~~ NY

~~Board~~Opinion ofon ~~Directors~~Internal ~~and~~Control ~~Stockholders~~over Financial Reporting

We have audited 1-800-FLOWERS.COM, Inc.’s (the “Company’s”) internal control over financial reporting as of June 29, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 29, 2025, based on the COSO criteria.

~~Jericho~~We also have audited, NYin accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 29, 2025 and June 30, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended June 29, 2025, and the related notes and schedule listed in the accompanying index and our report dated September 5, 2025, expressed an unqualified opinion thereon.

~~Opinion~~Basis onfor ~~Internal Control over Financial Reporting~~Opinion

WeThe ~~have~~Company’s ~~audited~~management ~~1-800-FLOWERS.COM,~~is ~~Inc.'s~~responsible ~~(the~~for ~~“Company’s”)~~maintaining effective internal control over financial reporting asand for its assessment of ~~June~~the ~~30,~~effectiveness ~~2024,~~of ~~based~~internal oncontrol ~~criteria~~over ~~established~~financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control –over ~~Integrated~~Financial ~~Framework~~Reporting. ~~(2013)~~Our ~~issued~~responsibility byis to express an opinion on the ~~Committee~~Company’s ofinternal ~~Sponsoring~~control ~~Organizations~~over offinancial ~~the~~reporting ~~Treadway~~based ~~Commission~~on (our audit. We are a public accounting firm registered with the ~~“COSO~~PCAOB ~~criteria”).~~and Inare ~~our~~required ~~opinion,~~to be independent with respect to the Company ~~maintained,~~ in ~~all~~accordance ~~material~~with ~~respects,~~U.S. ~~effective~~federal ~~internal~~securities ~~control~~laws ~~over~~and ~~financial~~the ~~reporting~~applicable asrules and regulations of ~~June~~the ~~30,~~Securities ~~2024,~~and ~~based~~Exchange onCommission and the ~~COSO criteria~~PCAOB.

We ~~also~~conducted ~~have~~our ~~audited,~~audit of internal control over financial reporting in accordance with the standards of the ~~Public~~PCAOB. ~~Company~~Those ~~Accounting~~standards ~~Oversight~~require ~~Board~~that ~~(United~~we ~~States)~~plan ~~(“PCAOB”),~~and perform the ~~consolidated~~audit ~~balance~~to ~~sheets~~obtain ofreasonable ~~the~~assurance ~~Company~~about aswhether ofeffective ~~June~~internal ~~30,~~control ~~2024~~over ~~and~~financial ~~July~~reporting 2,was ~~2023,~~maintained ~~the~~in ~~related~~all ~~consolidated~~material ~~statements~~respects. Our audit included obtaining an understanding of ~~operations~~internal ~~and~~control ~~comprehensive~~over ~~income~~financial ~~(loss)~~reporting, ~~stockholders’~~assessing ~~equity~~the risk that a material weakness exists, and ~~cash~~testing ~~flows~~and ~~for~~evaluating ~~each~~the design and operating effectiveness of ~~the~~internal ~~three~~control ~~years~~based inon the ~~period~~assessed ~~ended~~risk. ~~June~~Our ~~30,~~audit ~~2024,~~also ~~and~~included ~~the~~performing ~~related~~such ~~notes~~other ~~and~~procedures ~~schedule~~as ~~and~~we ~~our~~considered ~~report~~necessary ~~dated~~in ~~September~~the 6,circumstances. ~~2024~~We ~~expressed~~believe anthat ~~unqualified~~our ~~opinion~~audit ~~thereon~~provides a reasonable basis for our opinion.

~~Basis~~Definition ~~for~~and ~~Opinion~~Limitations of Internal Control over Financial Reporting

~~The~~A ~~Company~~company’s ~~management~~internal control over financial reporting is ~~responsible~~a ~~for~~process ~~maintaining~~designed ~~effective~~to ~~internal~~provide ~~control~~reasonable ~~over~~assurance regarding the reliability of financial reporting and the preparation of financial statements for ~~its~~external ~~assessment~~purposes ofin ~~the~~accordance ~~effectiveness~~with ofgenerally accepted accounting principles. A company’s internal control over financial reporting, ~~included~~includes inthose policies and procedures that (1) pertain to the ~~accompanying~~maintenance ~~Item~~of 9Arecords that, ~~Management’s~~in ~~Report~~reasonable ondetail, ~~Internal~~accurately ~~Control~~and ~~over~~fairly ~~Financial~~reflect ~~Reporting.~~the ~~Our~~transactions ~~responsibility~~and isdispositions toof ~~express~~the anassets ~~opinion~~of on the ~~Company’s~~company; ~~internal~~(2) ~~control~~provide ~~over~~reasonable ~~financial~~assurance ~~reporting~~that ~~based~~transactions onare ~~our~~recorded ~~audit.~~as Wenecessary ~~are~~to apermit ~~public~~preparation ~~accounting~~of ~~firm~~financial ~~registered~~statements in accordance with ~~the~~generally ~~PCAOB~~accepted accounting principles, and ~~are~~that ~~required~~receipts toand beexpenditures ~~independent~~of ~~with~~the ~~respect~~company toare ~~the~~being ~~Company~~made only in accordance with ~~U.S.~~authorizations ~~federal~~of ~~securities~~management ~~laws~~ and ~~the~~directors ~~applicable~~of ~~rules~~the company; and ~~regulations~~(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the ~~Securities~~company’s ~~and~~assets ~~Exchange~~that ~~Commission~~could ~~and~~have a material effect on the ~~PCAOB~~financial statements.

Because Weof ~~conducted~~its ~~our~~inherent ~~audit~~limitations, of internal control over financial reporting inmay ~~accordance~~not ~~with~~prevent ~~the~~or ~~standards~~detect ~~of the PCAOB~~misstatements. ~~Those~~Also, ~~standards~~projections ~~require~~of ~~that~~any weevaluation ~~plan~~of ~~and~~effectiveness ~~perform the audit~~ to ~~obtain~~future ~~reasonable~~periods ~~assurance~~are ~~about~~subject ~~whether~~to ~~effective~~the ~~internal~~risk ~~control~~that ~~over~~controls ~~financial~~may ~~reporting~~become ~~was~~inadequate ~~maintained~~because ~~in all material respects. Our audit included obtaining an understanding~~ of ~~internal~~changes ~~control~~in ~~over financial reporting~~conditions, ~~assessing~~or ~~the risk~~ that ~~a material weakness exists, and testing and evaluating~~ the ~~design~~degree ~~and operating effectiveness~~ of ~~internal~~compliance ~~control~~with ~~based on~~ the ~~assessed~~policies ~~risk.~~or ~~Our audit also included performing such other~~ procedures asmay ~~we considered necessary in the circumstances~~deteriorate. ~~We believe that our audit provides a reasonable basis for our opinion.~~

~~Definition~~/s/ ~~and~~BDO ~~Limitations~~USA, ~~of Internal Control over Financial Reporting~~P.C.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records thatMelville, inNew reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.York

~~Because~~September ~~of its inherent limitations~~5, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 2025

~~/s/ BDO USA, P.C.~~43

~~Melville,~~Table ~~New~~of ~~York~~Contents

~~September~~Item 6,9B. OTHER ~~2024~~INFORMATION

40 Rule 10b5-1 Plans

~~Table~~During the three months ended June 29, 2025, none of ~~Contents~~ the directors or executive officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-rule 10b5-1 trading arrangement", as defined in Item 408 of Regulation S-K.

Item 9B9C. DISCLOSURE ~~OTHER~~REGARDING ~~INFORMATION~~FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~Rule~~Not ~~10b5-1 Plans~~applicable.

~~During~~PART the three months ended June 30, 2024, none of the directors or executive officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-rule 10b5-1 trading arrangement", as defined in the item 408 of Regulation S-K.III

Item 9C10. DIRECTORS, ~~DISCLOSURE~~EXECUTIVE ~~REGARDING~~OFFICERS ~~FOREIGN~~AND ~~JURISDICTIONS~~CORPORATE ~~THAT PREVENT INSPECTIONS~~GOVERNANCE

~~Not~~The ~~applicable~~information required by Item 10 of Part III with respect to directors, executive officers, audit committee, and audit committee financial experts of the Company and Section 16(a) beneficial ownership reporting compliance will be included in our Proxy Statement relating to our 2025 annual meeting of stockholders and is incorporated herein by reference.

~~PART~~The ~~III~~Company maintains a Code of Business Conduct and Ethics, which is applicable to all directors, officers, and employees on the Investor Relations-Corporate Governance tab of the Company’s investor relations website (investor.1800flowers.com), which is also accessible through a link at the bottom of the main Company page at www.1800flowers.com. Any amendment or waiver to the Code of Business Conduct and Ethics that applies to our directors or executive officers will be posted on our website or in a report filed with the SEC on Form 8-K to the extent required by applicable law or the regulations of any exchange applicable to the Company. A copy of the Code of Business Conduct and Ethics is available without charge upon written request to: Investor Relations, 1-800-FLOWERS.COM, Inc., Two Jericho Plaza, Suite 200, Jericho, New York 11753.

Item 1011. ~~DIRECTORS,~~ EXECUTIVE ~~OFFICERS AND CORPORATE GOVERNANCE~~COMPENSATION

The information required by Item 10 11 of Part III ~~with respect to directors, executive officers, audit committee and audit committee financial experts of the Company and Section 16(a) beneficial ownership reporting compliance~~ will be included in our Proxy Statement relating to our ~~2024~~ 2025 annual meeting of stockholders and is incorporated herein by reference.

~~The~~Item Company maintains a Code of Business Conduct and Ethics, which is applicable to all directors, officers and employees on the Investor Relations-Corporate Governance tab of the Company’s investor relations website (investor12.~~1800flowers.com),~~ SECURITY ~~which~~OWNERSHIP isOF ~~also~~CERTAIN ~~accessible~~BENEFICIAL ~~through~~OWNERS aAND ~~link~~MANAGEMENT atAND ~~the~~RELATED ~~bottom~~STOCKHOLDER of the main Company page at www.1800flowers.com. Any amendment or waiver to the Code of Business Conduct and Ethics that applies to our directors or executive officers will be posted on our website or in a report filed with the SEC on Form 8-K to the extent required by applicable law or the regulations of any exchange applicable to the Company. A copy of the Code of Business Conduct and Ethics is available without charge upon written request to: Investor Relations, 1-800-FLOWERS.COM, Inc., Two Jericho Plaza, Suite 200, Jericho, New York 11753.MATTERS

The information required by Item ~~11.~~12 ~~EXECUTIVE~~of ~~COMPENSATION~~Part III will be included in our Proxy Statement relating to our 2025 annual meeting of stockholders and is incorporated herein by reference.

~~The information required by~~ Item ~~11 of~~ ~~Part~~13. CERTAIN ~~III~~RELATIONSHIPS ~~will~~AND beRELATED ~~included~~TRANSACTIONS, inAND ~~our~~DIRECTOR ~~Proxy Statement relating to our 2024 annual meeting of stockholders and is incorporated herein by reference.~~ INDEPENDENCE

The information required by Item ~~12.~~13 ~~SECURITY~~of ~~OWNERSHIP~~Part OFIII ~~CERTAIN~~will ~~BENEFICIAL~~be ~~OWNERS~~included ~~AND~~in ~~MANAGEMENT~~our ~~AND~~Proxy ~~RELATED~~Statement ~~STOCKHOLDER~~relating ~~MATTERS~~to our 2025 annual meeting of stockholders and is incorporated herein by reference.

~~The information required by~~ Item ~~12 of~~ ~~Part~~14. PRINCIPAL ~~III~~ACCOUNTING ~~will~~FEES beAND ~~included in our Proxy Statement relating to our 2024 annual meeting of stockholders and is incorporated herein by reference.~~ SERVICES

The information required by Item ~~13.~~14 ~~CERTAIN~~of ~~RELATIONSHIPS~~Part ~~AND~~III ~~RELATED~~will ~~TRANSACTIONS,~~be ~~AND~~included ~~DIRECTOR~~in ~~INDEPENDENCE~~our Proxy Statement relating to our 2025 annual meeting of stockholders and is incorporated herein by reference.

~~The information required by Item 13 of Part III will be included in our Proxy Statement relating to our 2024 annual meeting of stockholders and is incorporated herein by reference.~~ 44

~~Item~~Table ~~14.~~of ~~PRINCIPAL ACCOUNTING FEES AND SERVICES~~Contents

~~The~~PART ~~information required by Item 14 of Part III will be included in our Proxy Statement relating to our 2024 annual meeting of stockholders and is incorporated herein by reference.~~ IV

41 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Table of Contents


(a) (1) Index to Consolidated Financial Statements:
			Page
Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; Melville, NY; PCAOB ID#243)			F-1
Consolidated Balance Sheets as of June 29, 2025 and June 30, 2024			F-3
Consolidated Statements of Operations and Comprehensive Income (Loss) for the y ears ended June 29, 2025, June 30, 2024 and July 2, 2023			F-4
Consolidated Statements of Stockholders’ Equity for the years ended June 29 , 202 5 , Ju ne 30 , 202 4 and July 2 , 202 3			F-5
Consolidated Statements of Cash Flows for the years ended June 29, 2025, June 30, 2024 and July 2, 2023			F-6
Notes to Consolidated Financial Statements			F-7

(a) (2) Index to Financial Statement Schedule:

Schedule II- Valuation and Qualifying Accounts			F-33
All other information and financial statement schedules are omitted because they are not applicable, or required, or because the required information is included in the consolidated financial statements or notes thereto.

~~PART~~(a) IV(3) Index to Exhibits

~~Item~~Exhibits marked with an asterisk (*) are incorporated by reference to exhibits or appendices previously filed with the SEC, as indicated by the reference in parentheses. All other exhibits are filed herewith. Exhibits 10.1, 10.2, 10.3, 10.4. 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.14, 10.15, 10.16, ~~EXHIBITS~~10.17, ~~AND~~and ~~FINANCIAL~~10.20 ~~STATEMENT~~are ~~SCHEDULES~~management contracts or compensatory plans or arrangements.

(a) (1) Index to Consolidated Financial Statements:
Exhibit		Description
	Page
*2.1		Equity Purchase Agreement dated as of February 14, 2020, by an among 1-800-Flowers.com, Inc., 800-Flowers, Inc. PersonalizationMall.com, LLC, and Bed Bath & Beyond Inc. (Current Report on Form 8-K filed on February 18, 2020, Exhibit 2.1)
Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; Melville, NY; PCAOB ID#243)	F-1
*3.1		Third Amended and Restated Certificate of Incorporation. (Quarterly Report on Form 10-Q filed on February 10, 2017, Exhibit 3.1)
Consolidated Balance Sheets as of June 30, 2024 and July 2, 2023	F-2
*3.2		Amendment No. 1 to Third Amended and Restated Certificate of Incorporation. (Registration Statement on Form S-1/A (No. 333-78985) filed on July 22, 1999, Exhibit 3.2)
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years endedJune 30, 2024, July 2, 2023 and July 3, 2022	F-3
*3.3		Amendment No. 2 to Third Amended and Restated Certificate of Incorporation. (Current Report on Form 8-K filed on December 15, 2016, Exhibit 3.1)
Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2024, July 2, 2023 and July 3, 2022	F-4
*3.4		Second Amended and Restated By-laws. (Current Report on Form 8-K filed on April 29, 2019, Exhibit 3.2)
Consolidated Statements of Cash Flows for the years ended June 30, 2024, July 2, 2023 and July 3, 2022	F-5
*4.1		Specimen Class A common stock certificate. (Registration Statement on Form S-1/A (No. 333-78985) filed on July 9, 1999, Exhibit 4.1)
Notes to Consolidated Financial Statements	F-6
*4.2		Description of Securities. (Annual Report on Form 10-K filed on September 13, 2019, Exhibit 4.2)
(a) (2) Index to Financial Statement Schedule:
*10.1		Employment Agreement made October 4, 2016, effective as of July 4, 2016, between 1-800-Flowers.com, Inc. and James F. McCann (Current report on form 8-K filed on October 6, 2016, Exhibit 10.1)
Schedule II- Valuation and Qualifying Accounts	F-28
*10.2		Employment Agreement made October 4, 2016, effective as of July 4, 2016, between 1-800-Flowers.com, Inc. and Christopher G. McCann (Current report on form 8-K filed on October 6, 2016, Exhibit 10.2)
All other information and financial statement schedules are omitted because they are not applicable, or required, or because the required information is included in the consolidated financial statements or notes thereto.
*10.3		Section 16 Executive Officer’s Bonus Plan (as amended and restated as of September 14, 2016) (Quarterly Report on Form 10-Q filed on February 10, 2017, Exhibit 10.2)

~~(a) (3) Index to Exhibits~~45

~~Exhibits~~Table ~~marked~~of with an asterisk (*) are incorporated by reference to exhibits or appendices previously filed with the SEC, as indicated by the reference in parentheses. All other exhibits are filed herewith. Exhibits 10.1, 10.2, 10.3, 10.4. 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.14, 10.15, 10.16, and 10.17 are management contracts or compensatory plans or arrangements.Contents

Exhibit	Description
*10.4		Nonqualified Supplemental Deferred Compensation Plan dated December 21, 2010 (Quarterly Report on Form 10-Q filed on November 14, 2016, Exhibit 10.24)
*2.1	Equity Purchase Agreement dated as of February 14, 2020, by an among 1-800-Flowers.com, Inc., 800-Flowers, Inc. PersonalizationMall.com, LLC, and Bed Bath & Beyond Inc. (Current Report on Form 8-K filed on February 18, 2020, Exhibit 2.1)
*10.5		2003 Long Term Incentive and Share Award Plan (as amended and restated as of October 15, 2020, and amended as of October 3, 2023) (Proxy Statement on Form 14(a) filed on October 30, 2023, Annex A).
*3.1	Third Amended and Restated Certificate of Incorporation. (Quarterly Report on Form 10-Q filed on February 10, 2017, Exhibit 3.1)
*10.6		Form of Restricted Share Agreement under 2003 Long Term Incentive and Share Award Plan. (Annual Report on Form 10-K for the fiscal year ended June 29, 2008 filed on September 12, 2008, Exhibit 10.15)
*3.2	Amendment No. 1 to Third Amended and Restated Certificate of Incorporation. (Registration Statement on Form S-1/A (No. 333-78985) filed on July 22, 1999, Exhibit 3.2)
*10.7		Form of Incentive Stock Option Agreement under 2003 Long Term Incentive and Share Award Plan. (Annual Report on Form 10-K for the fiscal year ended June 29, 2008 filed on September 12, 2008, Exhibit 10.16)
*3.3	Amendment No. 2 to Third Amended and Restated Certificate of Incorporation. (Current Report on Form 8-K filed on December 15, 2016, Exhibit 3.1)
*10.8		Form of Non-statutory Stock Option Agreement under 2003 Long Term Incentive and Share Award Plan. (Annual Report on Form 10-K for the fiscal year ended June 29, 2008 filed on September 12, 2008, Exhibit 10.17)
*3.4	Second Amended and Restated By-laws. (Current Report on Form 8-K filed on April 29, 2019, Exhibit 3.2)
*10.9		Form of Restricted Share Agreement under 2003 Long Term Incentive and Share Award Plan (Quarterly Report on Form 10-Q filed on February 10, 2012, Exhibit 10.20)
*4.1	Specimen Class A common stock certificate. (Registration Statement on Form S-1/A (No. 333-78985 filed on July 9, 1999, Exhibit 4.1)
*10.10		Form of Performance Restricted Share Agreement under 2003 Long Term Incentive and Share Award Plan (Quarterly Report on Form 10-Q filed on February 10, 2012, Exhibit 10.21)
*4.2	Description of Securities. (Annual Report on Form 10-K filed on September 13, 2019, Exhibit 4.2)
*10.11		Form of Non-Statutory Stock Option Agreement under 2003 Long Term Incentive and Share Award Plan (Quarterly Report on Form 10-Q filed on February 10, 2012, Exhibit 10.22)
*10.1	Employment Agreement made October 4, 2016, effective as of July 4, 2016, between 1-800-Flowers.com, Inc. and James F. McCann (Current report on form 8-K filed on October 6, 2016, Exhibit 10.1)
*10.12		Amendment to Equity Purchase Agreement dated July 20, 2020 (Current Report on Form 8-K filed on July 22, 2020, Exhibit 10.1)
*10.2	Employment Agreement made October 4, 2016, effective as of July 4, 2016, between 1-800-Flowers.com, Inc. and Christopher G. McCann (Current report on form 8-K filed on October 6, 2016, Exhibit 10.2)
*10.13		Third Amended and Restated Credit Agreement, dated as of June 27, 2023, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Current Report on Form 8-K filed on June 28, 2023, Exhibit 10.1)
*10.3	Section 16 Executive Officer’s Bonus Plan (as amended and restated as of September 14, 2016) (Quarterly Report on Form 10-Q filed on February 10, 2017, Exhibit 10.2)
*10.14		James F. McCann Consent Letter, dated June 29, 2023 (Annual Report on Form 10-K for the fiscal year ended July 2, 2023 filed on September 15, 2023, Exhibit 10.14)
*10.4	Nonqualified Supplemental Deferred Compensation Plan dated December 21, 2010 (Quarterly Report on Form 10-Q filed on November 14, 2016, Exhibit 10.24)
*10.15		Christopher G. McCann Resignation Letter, dated June 29, 2023 (Annual Report on Form 10-K for the fiscal year ended July 2, 2023 filed on September 15, 2023, Exhibit 10.15)
*10.5	2003 Long Term Incentive and Share Award Plan (as amended and restated as of October 15, 2020) (Proxy Statement on Form 14(a) filed on December 9, 2020, Annex A).
*10.16		Consulting Agreement, dated as of December 20, 2023, between 1-800-FLOWERS.COM, Inc., and Hanft Ideas LLC and Adam Hanft. (Quarterly Report on Form 10-Q filed on February 8, 2024, Exhibit 10.1)
*10.6	Form of Restricted Share Agreement under 2003 Long Term Incentive and Share Award Plan. (Annual Report on Form 10-K for the fiscal year ended June 29, 2008 filed on September 12, 2008, Exhibit 10.15)
*10.17		Appointment Letter from 1-800-FLOWERS.COM, Inc. to Christopher G. McCann, dated December 31, 2023 (Current Report on Form 8-K filed on January 2, 2024, Exhibit 99.1)
*10.7	Form of Incentive Stock Option Agreement under 2003 Long Term Incentive and Share Award Plan. (Annual Report on Form 10-K for the fiscal year ended June 29, 2008 filed on September 12, 2008, Exhibit 10.16)
*10.18		First Amendment, dated as of January 28, 2025, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, to that certain Third Amended and Restated Credit Agreement, dated as of June 27, 2023 (Current Report on Form 8-K filed on January 30, 2025, Exhibit 10.1).
*10.8	Form of Non-statutory Stock Option Agreement under 2003 Long Term Incentive and Share Award Plan. (Annual Report on Form 10-K for the fiscal year ended June 29, 2008 filed on September 12, 2008, Exhibit 10.17)
*10.19		Second Amendment, dated as of May 8, 2025, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A, as Administrative Agent, to that certain Third Amended and Restated Credit Agreement, dated as of June 27, 2023 (Current Report on Form 8-K filed on May 6, 2025, Exhibit 10.1).
*10.9	Form of Restricted Share Agreement under 2003 Long Term Incentive and Share Award Plan (Quarterly Report on Form 10-Q filed on February 10, 2012, Exhibit 10.20)
*10.20		Offer Letter dated May 7, 2025, between Adolfo Villagomez and 1-800-FLOWERS.COM, Inc. (Current Report on Form 8-K filed on May 8, 2025, Exhibit 10.2).
*10.10	Form of Performance Restricted Share Agreement under 2003 Long Term Incentive and Share Award Plan (Quarterly Report on Form 10-Q filed on February 10, 2012, Exhibit 10.21)
*19.1		Policy on the Prevention of Insider Trading for 1-800-FLOWERS.COM, Inc (Annual Report on Form 10-K filed on September 6, 2024, Exhibit 19.1).
*10.11	Form of Non-Statutory Stock Option Agreement under 2003 Long Term Incentive and Share Award Plan (Quarterly Report on Form 10-Q filed on February 10, 2012, Exhibit 10.22)
21.1		Subsidiaries of the Registrant.
*10.12	Amendment to Equity Purchase Agreement dated July 20, 2020 (Current Report on Form 8-K filed on July 22, 2020, Exhibit 10.1)
23.1		Consent of Independent Registered Public Accounting Firm.
*10.13	Third Amended and Restated Credit Agreement, dated as of June 27, 2023, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Current Report on Form 8-K filed on June 28, 2023, Exhibit 10.1)
31.1		Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*10.14	James F. McCann Consent Letter, dated June 29, 2023 (Annual Report on Form 10-K for the fiscal year ended July 2, 2023 filed on September 15, 2023, Exhibit 10.14)
31.2		Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*10.15	Christopher G. McCann Resignation Letter, dated June 29, 2023 (Annual Report on Form 10-K for the fiscal year ended July 2, 2023 filed on September 15, 2023, Exhibit 10.15)
32.1		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*10.16	Consulting Agreement, dated as of December 20, 2023, between 1-800-FLOWERS.COM, Inc., and Hanft Ideas LLC and Adam Hanft. (Quarterly Report on Form 10-Q filed on February 8, 2024, Exhibit 10.1)
97.1		1-800-FLOWERS.COM, Inc. Clawback Policy (Annual Report on Form 10-K filed on September 6, 2024, Exhibit 97.1).
*10.17	Appointment Letter from 1-800-FLOWERS.COM, Inc. to Christopher G. McCann, dated December 31, 2023 (Current Report on Form 8-K filed on January 2, 2024, Exhibit 99.1)
19.1	Policy on the Prevention of Insider Trading for 1-800-FLOWERS.COM, Inc.
21.1	Subsidiaries of the Registrant.
23.1	Consent of Independent Registered Public Accounting Firm.
31.1	Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1	1-800-FLOWERS.COM, Inc. Clawback Policy
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Document
101.PRE	Inline XBRL Taxonomy Definition Presentation Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Item 16. FORM 10-K SUMMARY~~46

~~Not~~Table ~~applicable.~~of Contents


101.INS			Inline XBRL Instance Document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Document
101.PRE			Inline XBRL Taxonomy Definition Presentation Document
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Table of Contents~~ _______________________

~~SIGNATURES~~Item 16. FORM 10-K SUMMARY

~~Pursuant~~Not to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorizedapplicable.

~~Dated: September 6, 2024 1-800-FLOWERS.COM, Inc. By: /s/ James F. McCann James F. McCann Executive Chairman, Chief Executive Officer (Principal Executive Officer)~~47

~~Pursuant~~Table ~~to the requirements~~ of ~~the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated below:~~Contents

Dated: September 6, 2024	By: /s/ James F. McCann James F. McCann Executive Chairman, Chief Executive Officer (Principal Executive Officer)
Dated: September 6, 2024	By: /s/ William E. Shea William E. Shea Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)
Dated: September 6, 2024	By: /s/ Christopher G. McCann Christopher G. McCann Director
Dated: September 6, 2024	By: /s/ Celia R. Brown Celia R. Brown Director
Dated: September 6, 2024	By: /s/ James A. Cannavino James A. Cannavino Director
Dated: September 6, 2024	By: /s/ Dina M. Colombo Dina Colombo Director
Dated: September 6, 2024	By: /s/ Eugene F. DeMark Eugene F. DeMark Director
Dated: September 6, 2024	By: /s/ Leonard J. Elmore Leonard J. Elmore Director
Dated: September 6, 2024	By: /s/ Adam Hanft Adam Hanft Director
Dated: September 6, 2024	By: /s/ Stephanie Redish Hofmann Stephanie Redish Hofmann Director
Dated: September 6, 2024	By: /s/ Christina Shim Christina Shim Director
Dated: September 6, 2024	By: /s/ Larry Zarin Larry Zarin Director

SIGNATURES

43 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Table of Contents


Dated: September 5, 2025			1-800-FLOWERS.COM, Inc.

			By: /s/ Adolfo Villagomez
			Adolfo Villagomez
			Chief Executive Officer
			(Principal Executive Officer)

~~Report~~Pursuant to the requirements of ~~Independent~~the ~~Registered~~Securities ~~Public~~Exchange ~~Accounting~~Act ~~Firm~~of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated below:

Board of Directors and Stockholders


Dated: September 5, 2025			By: /s/ Adolfo Villagomez Adolfo Villagomez Chief Executive Officer (Principal Executive Officer)

Dated: September 5, 2025			By: /s/ James Langrock James Langrock Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)

Dated: September 5, 2025			By: /s/ Priscilla Kasenchak Priscilla Kasenchak Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)



Dated: September 5, 2025			By: /s/ James F. McCann James F. McCann Executive Chairman



Dated: September 5, 2025			By: /s/ Christopher G. McCann Christopher G. McCann Director

Dated: September 5, 2025			By: /s/ Celia R. Brown Celia R. Brown Director

Dated: September 5, 2025			By: /s/ James A. Cannavino James A. Cannavino Director

Dated: September 5, 2025			By: /s/ Dina M. Colombo Dina Colombo Director

~~1-800-FLOWERS.COM, Inc.~~48

~~Jericho,~~Table NYof Contents

Opinion on the Consolidated Financial Statements


Dated: September 5, 2025			By: /s/ Eugene F. DeMark Eugene F. DeMark Director

Dated: September 5, 2025			By: /s/ Leonard J. Elmore Leonard J. Elmore Director

Dated: September 5, 2025			By: /s/ Adam Hanft Adam Hanft Director

Dated: September 5, 2025			By: /s/ Stephanie Redish Hofmann Stephanie Redish Hofmann Director

Dated: September 5, 2025			By: /s/ Shelton Palmer Shelton Palmer Director

Dated: September 5, 2025			By: /s/ Christina Shim Christina Shim Director

Dated: September 5, 2025			By: /s/ Larry Zarin Larry Zarin Director

We have audited the accompanying consolidated balance sheets of 1-800-FLOWERS.COM, Inc. (the “Company”) as of June 30, 2024 and July 2, 2023, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2024, and the related notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2024 and July 2, 2023 and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.49

WeTable ~~also have audited, in accordance with the standards~~ of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated September 6, 2024 expressed an unqualified opinion thereon.Contents

~~Basis~~Report ~~for~~of ~~Opinion~~Independent Registered Public Accounting Firm

~~These~~Board ~~consolidated financial statements are the responsibility~~ of ~~the~~Directors ~~Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB~~ and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Stockholders

~~We conducted our audits in accordance with the standards of the PCAOB~~1-800-FLOWERS. ~~Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement~~COM, ~~whether due to error or fraud~~Inc.

~~Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements~~Jericho, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.NY

~~Critical~~Opinion ~~Audit~~on ~~Matter~~the Consolidated Financial Statements

~~The~~We ~~critical~~have ~~audit~~audited ~~matter~~the ~~communicated~~accompanying ~~below~~consolidated isbalance asheets ~~matter~~of ~~arising~~1-800-FLOWERS.COM, ~~from~~Inc. (the ~~current~~“Company”) ~~period~~as ~~audit~~ of ~~the~~June ~~consolidated~~29, ~~financial~~2025 ~~statements~~and ~~that~~June ~~was~~30, ~~communicated~~2024, orthe ~~required~~related toconsolidated bestatements ~~communicated~~of tooperations ~~the audit committee~~ and ~~that:~~comprehensive income (1loss), ~~relates~~stockholders’ toequity, ~~accounts~~and orcash ~~disclosures~~flows ~~that~~for ~~are~~each ~~material~~of to the ~~consolidated~~three ~~financial~~fiscal ~~statements~~years ~~and~~in ~~(2)~~the ~~involved~~period ~~our~~ended ~~especially~~June ~~challenging~~29, ~~subjective~~2025, orand ~~complex~~the ~~judgments.~~related ~~The~~notes ~~communication~~and ofschedule listed in the ~~critical~~accompanying ~~audit~~index ~~matter~~(collectively ~~does~~referred ~~not~~to ~~alter~~as inthe ~~any~~“consolidated ~~way~~financial statements”). In our opinion, on the consolidated financial statements present fairly, ~~taken~~in asall amaterial ~~whole~~respects, ~~and~~the wefinancial ~~are~~position ~~not~~of the Company at June 29, by2025 ~~communicating~~and June 30, 2024, and the ~~critical~~results ~~audit~~of ~~matter~~its ~~below,~~operations ~~providing~~and aits ~~separate~~cash ~~opinion~~flows onfor ~~the~~each ~~critical~~of ~~audit~~the ~~matter~~three orfiscal onyears in the ~~accounts~~period orended ~~disclosures~~June to29, ~~which~~2025, itin ~~relates~~conformity with accounting principles generally accepted in the United States of America.

~~Valuation~~We also have audited, in accordance with the standards of ~~Indefinite-lived~~the ~~Intangible~~Public ~~Asset~~Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 29, 2025, based on criteria established in Internal Control – ~~PersonalizationMall~~Integrated ~~Tradename~~Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated September 5, 2025 expressed an unqualified opinion thereon.

AsBasis ~~described in Note 2 and Note 6 to the consolidated financial statements, the Company’s consolidated balance~~ for trademarks with indefinite lives was $111.5 million as of June 30, 2024. During its quarterly assessment in the second quarter of fiscal year 2024, as a result of a decline in the actual and projected revenue for the Company’s PersonalizationMall tradename (an indefinite-lived intangible asset), as well as a higher discount rate resulting from the higher interest rate environment, the Company determined that an impairment assessment was required for this tradename. The Company’s impairment test for its PersonalizationMall tradename encompassed calculating the fair value of the asset and comparing that result to its carrying value. To determine the fair value, the Company used an income approach, the relief-from-royalty method. The quarterly assessment resulted in the Company recording a non-cash impairment charge of $19.8 million to reduce the recorded carrying value of the PersonalizationMall tradename. The Company also performed a quantitative test during the fourth quarter of fiscal year 2024, which determined that the estimated fair value of the PersonalizationMall tradename exceeded its carrying value.Opinion

WeThese ~~identified~~consolidated ~~the~~financial ~~forecasted~~statements ~~long-term~~are ~~terminal~~the ~~growth~~responsibility ~~rate,~~of ~~discount~~the ~~rate,~~Company’s ~~and~~management. ~~royalty~~Our ~~rate~~responsibility ~~included~~is into ~~the~~express ~~relief-from-royalty~~an ~~method~~opinion ~~for~~on the ~~valuation~~Company’s ofconsolidated ~~the~~financial ~~PersonalizationMall~~statements ~~tradename~~based ~~during~~on ~~the~~our ~~second~~audits. ~~and~~We ~~fourth~~are ~~quarter~~a ofpublic ~~fiscal~~accounting ~~year~~firm ~~2024~~registered aswith athe ~~critical~~Public ~~audit~~Company ~~matter.~~Accounting ~~The~~Oversight ~~principal~~Board ~~considerations~~(United ~~for~~States) ~~our~~(PCAOB) ~~determination included the subjectivity~~ and ~~judgment~~are required to ~~determine~~be ~~the~~independent ~~forecasted~~with ~~long~~respect ~~term~~to ~~terminal~~the ~~growth~~Company ~~rate,~~in ~~discount~~accordance ~~rate~~with ~~and~~the ~~royalty rate~~U.S. ~~Auditing~~federal ~~these~~securities ~~elements~~laws ~~involved~~and ~~especially~~the ~~challenging~~applicable ~~auditor~~rules ~~judgment~~and ~~due~~regulations toof the ~~nature~~Securities and ~~extent~~Exchange ofCommission ~~audit~~and ~~effort required to address these matters, including~~ the ~~extent of specialized skills or knowledge needed~~PCAOB.

~~The~~We ~~primary~~conducted ~~procedure~~our audits in accordance with the standards of the PCAOB. Those standards require that we ~~performed~~plan and perform the audit to ~~address~~obtain ~~this~~reasonable ~~critical~~assurance ~~audit~~about ~~matter~~whether ~~included:~~the consolidated financial statements are free of material misstatement, whether due to error or fraud.

●Our ~~Utilizing~~audits ~~personnel~~included ~~with~~performing ~~specialized~~procedures ~~skills~~to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and ~~knowledge~~performing inprocedures ~~valuation~~that respond to ~~assist~~those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the ~~reasonableness~~accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the ~~forecasted~~consolidated ~~long-term~~financial ~~terminal~~statements. ~~growth~~We ~~rate,~~believe ~~discount~~that ~~rate~~our ~~and~~audits ~~royalty~~provide ~~rate~~a reasonable basis for our opinion.

WeCritical ~~have~~Audit ~~served as the Company's auditor since 2014.~~Matters

~~/s/~~The ~~BDO USA~~critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, Psubjective, or complex judgments.C The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Melville,~~Valuation NYof Indefinite-lived Intangible Asset – Personalization Mall Tradename

~~September~~As 6described in Note 2 and Note 7 to the consolidated financial statements, ~~2024~~the Company’s consolidated balance for trademarks with indefinite lives was $86.7 million as of June 29, 2025. During its quarterly assessment in the third quarter of fiscal year 2025, the Company determined that an impairment assessment was required for its Personalization Mall

F-1

Table of Contents

1tradename. The Company’s impairment test for its Personalization Mall tradename encompassed calculating the fair value of the asset and comparing that result to its carrying value. To determine the fair value, the Company used an income approach, the relief-~~800~~from-~~FLOWERS~~royalty method.~~COM, Inc~~ This quarterly assessment resulted in the Company recording a non-cash impairment charge of $24.8 ~~and~~million. ~~Subsidiaries~~

~~Consolidated~~We ~~Balance~~identified ~~Sheets~~the perpetual growth rate, discount rate, and royalty rate included in the relief-from-royalty method for the valuation of the Personalization Mall tradename during the third quarter of fiscal year 2025 as a critical audit matter. The principal considerations for our determination included the subjectivity and judgment required to determine the perpetual growth rate, discount rate and royalty rate. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.

~~(in~~The ~~thousands,~~primary ~~except~~procedure ~~share~~we ~~data)~~performed to address this critical audit matter included:

	June 30, 2024			July 2, 2023
Assets
Current assets:
Cash and cash equivalents	$	159,437		$	126,807
Trade receivables, net		18,024			20,419
Inventories		176,591			191,334
Prepaid and other		31,680			34,583
Total current assets		385,732			373,143
Property, plant and equipment, net		223,789			234,569
Operating lease right-of-use assets		113,926			124,715
Goodwill		156,537			153,376
Other intangibles, net		116,216			139,888
Other assets		36,448			25,739
Total assets	$	1,032,648		$	1,051,430
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	80,005		$	52,588
Accrued expenses		121,303			141,914
Current maturities of long-term debt		10,000			10,000
Current portion of long-term operating lease liabilities		16,511			15,759
Total current liabilities		227,819			220,261
Long-term debt, net		177,113			186,391
Long-term operating lease liabilities		105,866			117,330
Deferred tax liabilities, net		19,402			31,134
Other liabilities		36,106			24,471
Total liabilities		566,306			579,587
Commitments and contingencies (Note 17)
Stockholders' equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued		-			-
Class A common stock, $.01 par value, 200,000,000 shares authorized, 58,792,695 and 58,273,747 shares issued in 2024 and 2023, respectively		588			583
Class B common stock, $.01 par value, 200,000,000 shares authorized, 32,348,221 shares issued in 2024 and 2023		323			323
Additional paid-in capital		399,165			388,215
Retained earnings		264,978			271,083
Accumulated other comprehensive loss		(127	)		(170	)
Treasury stock, at cost, 21,645,290 and 20,565,875 Class A shares in 2024 and 2023, respectively, and 5,280,000 Class B shares in 2024 and 2023		(198,585	)		(188,191	)
Total stockholders’ equity		466,342			471,843
Total liabilities and stockholders’ equity	$	1,032,648		$	1,051,430

• Utilizing personnel with specialized skills and knowledge in valuation to assist in evaluating the reasonableness of the perpetual growth rate, discount rate, and royalty rate.

~~See~~Valuation ~~accompanying~~of ~~Notes~~Goodwill related to ~~Consolidated~~the ~~Financial~~Consumer ~~Statements.~~Floral & Gifts Reporting Unit

F-As described in Note 2 and Note 7 to the consolidated financial statements, the Company’s consolidated balance for Goodwill was $37.6 million as of June 29, 2025. For fiscal year 2025, the Company’s goodwill impairment assessment resulted in the recording of a non-cash impairment charge of $119.0 million to reduce the recorded carrying value of the Consumer Floral & Gifts reporting unit. The Company’s impairment test for its Consumer Floral & Gifts reporting unit encompassed calculating the fair value of the reporting unit and comparing that result to its carrying value. The Company estimated the fair value of the reporting unit using an equal weighting of the income approach and market approach.

~~Table~~We identified the forecasted revenues, perpetual growth rate, and discount rate included in the valuation of ~~Contents~~ the Consumer Floral & Gifts reporting unit during the fiscal year 2025 as a critical audit matter. The principal considerations for our determination included the subjectivity and judgment required to determine the forecasted revenues, perpetual growth rate, and discount rate. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.

~~1-800-FLOWERS.COM, Inc.~~The ~~and~~primary ~~Subsidiaries~~procedures we performed to address this critical audit matter included:

~~Consolidated~~•Utilizing ~~Statements~~personnel with specialized skills and knowledge in valuation to assist in evaluating the reasonableness of ~~Operations~~the perpetual growth rate and ~~Comprehensive~~the ~~Income~~discount ~~(Loss)~~rate.

•Evaluating the reasonableness of forecasted revenues by: (ini) ~~thousands~~comparing the actual results for the historical years to the forecasted revenues, ~~except~~(ii) ~~per~~considering ~~share~~whether ~~data~~any contradictory evidence existed by reviewing industry trends, and (iii) benchmarking revenue growth rates for the public guideline companies that management used for its assessment.

	Years ended
	June 30, 2024			July 2, 2023			July 3, 2022
Net revenues	$	1,831,421		$	2,017,853		$	2,207,885
Cost of revenues (excludes depreciation and amortization)		1,096,668			1,260,327			1,386,147
Gross profit		734,753			757,526			821,738
Operating expenses:
Marketing and sales		485,016			500,840			571,661
Technology and development		60,235			60,691			56,561
General and administrative		118,060			112,747			102,337
Depreciation and amortization		53,752			53,673			49,078
Goodwill and intangible impairment		19,762			64,586			-
Total operating expenses		736,825			792,537			779,637
Operating income (loss)		(2,072	)		(35,011	)		42,101
Interest expense, net		10,623			10,946			5,667
Other expense (income), net		(6,793	)		805			5,332
Income (loss) before income taxes		(5,902	)		(46,762	)		31,102
Income tax (benefit) expense		203			(2,060	)		1,492
Net income (loss)		(6,105	)		(44,702	)		29,610
Other comprehensive income (currency translation)		43			41			107
Comprehensive income (loss)	$	(6,062	)	$	(44,661	)	$	29,717
Basic net income (loss) per common share	$	(0.09	)	$	(0.69	)	$	0.46
Diluted net income (loss) per common share	$	(0.09	)	$	(0.69	)	$	0.45
Weighted average shares used in the calculation of net income (loss) per common share:
Basic		64,586			64,688			64,977
Diluted		64,586			64,688			65,617

/s/ BDO USA, P.C.

~~See~~We ~~accompanying~~have ~~Notes~~served toas ~~Consolidated~~the ~~Financial~~Company's ~~Statements~~auditor since 2014.

~~F-3~~ Melville, NY

~~Table~~September of5, ~~Contents~~ 2025

1F-~~800-FLOWERS.COM, Inc. and Subsidiaries~~2

~~Consolidated~~Table ~~Statements~~ of ~~Stockholders' Equity~~Contents

~~Years ended June 30~~1-800-FLOWERS.COM, ~~2024,~~Inc. ~~July 2, 2023,~~ and ~~July 3, 2022~~Subsidiaries

~~(in~~Consolidated ~~thousands,~~Balance ~~except share data)~~Sheets

																	Accumulated
	Common Stock										Additional			Retained			Other								Total
	Class A				Class B						Paid-in			Earnings			Comprehensive			Treasury Stock					Stockholders’
	Shares		Amount		Shares			Amount			Capital			(Deficit)			Loss			Shares		Amount			Equity
Balance at June 27, 2021		55,675,661	$	557		33,433,614		$	334		$	371,103		$	286,175		$	(318	)		24,105,841	$	(148,781	)	$	509,070
Net income		-		-		-			-			-			29,610			-			-		-			29,610
Translation adjustment		-		-		-			-			-			-			107			-		-			107
Stock-based compensation		805,028		8		-			-			7,939			-			-			-		-			7,947
Exercise of stock options		321,700		3		-			-			843			-			-			-		-			846
Conversion of Class B stock into Class A stock		904,000		9		(904,000	)		(9	)		-			-			-			-		-			-
Acquisition of Class A treasury stock		-		-		-			-			-			-			-			1,592,555		(38,171	)		(38,171	)
Balance at July 3, 2022		57,706,389	$	577		32,529,614		$	325		$	379,885		$	315,785		$	(211	)		25,698,396	$	(186,952	)	$	509,409
Net loss		-		-		-			-			-			(44,702	)		-			-		-			(44,702	)
Translation adjustment		-		-		-			-			-			-			41			-		-			41
Stock-based compensation		385,965		4		-			-			8,330			-			-			-		-			8,334
Conversion of Class B stock into Class A stock		181,393		2		(181,393	)		(2	)		-			-			-			-		-			-
Acquisition of Class A treasury stock		-		-		-			-			-			-			-			147,479		(1,239	)		(1,239	)
Balance at July 2, 2023		58,273,747	$	583		32,348,221		$	323		$	388,215		$	271,083		$	(170	)		25,845,875	$	(188,191	)	$	471,843
Net loss		-		-		-			-			-			(6,105	)		-			-		-			(6,105	)
Translation adjustment		-		-		-			-			-			-			43			-		-			43
Stock-based compensation		480,708		5		-			-			10,683			-			-			-		-			10,688
Exercise of stock options		38,240		-		-			-			329			-			-			-		-			329
Acquisition of Class A treasury stock		-		-		-			-			(62	)		-			-			1,079,415		(10,394	)		(10,456	)
Balance at June 30, 2024		58,792,695	$	588		32,348,221		$	323		$	399,165		$	264,978		$	(127	)		26,925,290	$	(198,585	)	$	466,342

(in thousands, except share data)

See accompanying Notes to Consolidated Financial Statements.


	June 29, 2025		June 30, 2024
Assets
Current assets:
Cash and cash equivalents	$	46,502	$	159,437
Trade receivables, less allowances for credit losses of $2,440 and $2,757, respectively	21,693		18,024
Inventories	177,127		176,591
Prepaid and other	37,405		31,680
Total current assets	282,727		385,732

Property, plant and equipment, net	215,596		223,789
Operating lease right-of-use assets	107,476		113,926
Goodwill	37,625		156,537
Trademarks with indefinite lives	86,673		111,473
Other intangibles, net	2,691		4,743
Other assets	39,829		36,448
Total assets	$	772,617	$	1,032,648

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	74,581	$	80,005
Accrued expenses	109,887		121,303
Current maturities of long-term debt	21,000		10,000
Current portion of long-term operating lease liabilities	15,918		16,511
Total current liabilities	221,386		227,819

Long-term debt, net	134,764		177,113
Long-term operating lease liabilities	99,644		105,866
Deferred tax liabilities, net	6,679		19,402
Other liabilities	41,862		36,106
Total liabilities	504,335		566,306

Commitments and contingencies (Note 16)

Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued	-		-
Class A common stock, $0.01 par value, 200,000,000 shares authorized, 59,470,528 and 58,792,695 shares issued in 2025 and 2024, respectively	594		588
Class B common stock, $0.01 par value, 200,000,000 shares authorized, 32,348,221 shares issued in 2025 and 2024	323		323
Additional paid-in capital	411,280		399,165
Retained earnings	64,985		264,978
Accumulated other comprehensive loss	(140)		(127)
Treasury stock, at cost, 22,919,849 and 21,645,290 Class A shares in 2025 and 2024, respectively, and 5,280,000 Class B shares in 2025 and 2024	(208,760)		(198,585)
Total stockholders’ equity	268,282		466,342
Total liabilities and stockholders’ equity	$	772,617	$	1,032,648

~~F-4~~ See accompanying Notes to Consolidated Financial Statements.

~~Table of Contents~~ F-3

~~1-800-FLOWERS.COM, Inc.~~Table ~~and~~of ~~Subsidiaries~~Contents

~~Consolidated~~1-800-FLOWERS.COM, ~~Statements~~Inc. ofand ~~Cash Flows~~Subsidiaries

~~(in~~Consolidated ~~thousands~~Statements of Operations and Comprehensive Income (Loss)

	Years ended
	June 30, 2024			July 2, 2023			July 3, 2022
Operating activities:
Net income (loss)	$	(6,105	)	$	(44,702	)	$	29,610
Reconciliation of net income (loss) to net cash provided by operating activities net of acquisitions:
Goodwill and intangible impairment		19,762			64,586			-
Depreciation and amortization		53,752			53,673			49,078
Amortization of deferred financing costs		724			1,834			1,269
Deferred income taxes		(11,732	)		(4,608	)		1,579
Bad debt expense (recoveries)		251			3,991			(411	)
Stock-based compensation		10,688			8,334			7,947
Other non-cash items		310			95			3,194
Changes in operating items:
Trade receivables		2,143			(597	)		(2,452	)
Inventories		14,572			57,591			(85,047	)
Prepaid and other		2,913			12,554			6,731
Accounts payable and accrued expenses		6,404			(38,623	)		(6,595	)
Other assets and other liabilities		1,317			1,223			286
Net cash provided by operating activities		94,999			115,351			5,189
Investing activities:
Acquisitions, net of cash acquired		(3,672	)		(6,151	)		(21,280	)
Capital expenditures		(38,632	)		(44,646	)		(66,408	)
Purchase of equity investments		-			(32	)		(2,000	)
Net cash used in investing activities		(42,304	)		(50,829	)		(89,688	)
Financing activities:
Acquisition of treasury stock		(10,394	)		(1,239	)		(38,171	)
Proceeds from exercise of employee stock options		329			-			846
Proceeds from bank borrowings		82,000			395,900			125,000
Repayment of bank borrowings		(92,000	)		(360,900	)		(145,000	)
Debt issuance costs		-			(2,941	)		(284	)
Net cash (used in) provided by financing activities		(20,065	)		30,820			(57,609	)
Net change in cash and cash equivalents		32,630			95,342			(142,108	)
Cash and cash equivalents:
Beginning of year		126,807			31,465			173,573
End of year	$	159,437		$	126,807		$	31,465

(in thousands, except per share data)

Supplemental Cash Flow Information:


	Years Ended
	June 29, 2025		June 30, 2024		July 2, 2023

Net revenues	$	1,685,658	$	1,831,421	$	2,017,853
Cost of revenues (excludes depreciation and amortization)	1,033,386		1,096,668		1,260,327
Gross profit	652,272		734,753		757,526
Operating expenses:
Marketing and sales	480,439		485,016		500,840
Technology and development	62,279		60,235		60,691
General and administrative	116,926		118,060		112,747
Depreciation and amortization	53,618		53,752		53,673
Goodwill impairment	119,023		—		62,287
Intangible impairment	24,800		19,762		2,299
Total operating expenses	857,085		736,825		792,537
Operating loss	(204,813)		(2,072)		(35,011)
Interest income	(3,380)		(6,680)		(3,104)
Interest expense	15,438		17,303		14,050
Other expense (income), net	(3,514)		(6,793)		805
Loss before income taxes	(213,357)		(5,902)		(46,762)
Income tax (benefit) expense	(13,364)		203		(2,060)
Net loss	(199,993)		(6,105)		(44,702)
Other comprehensive (loss) income - currency translation	(13)		43		41
Comprehensive loss	$	(200,006)	$	(6,062)	$	(44,661)

Basic net loss per common share	$	(3.13)	$	(0.09)	$	(0.69)

Diluted net loss per common share	$	(3.13)	$	(0.09)	$	(0.69)

Weighted average shares used in the calculation of net loss per common share:
Basic	63,807		64,586		64,688
Diluted	63,807		64,586		64,688

-See ~~Interest~~accompanying ~~paid~~Notes ~~amounted~~ to ~~$16.3~~Consolidated ~~million,~~Financial ~~$12~~Statements.~~8 million, and $4.6 million for the years ended June 30, 2024, July 2, 2023, and July 3, 2022, respectively.~~

F- ~~The Company paid income taxes of approximately $8.0 million, and $1.~~4 ~~million, net of tax refunds, for the years ended June 30, 2024 and July 3, 2022, respectively and received refunds of approximately $8.8 million, net of tax payments, for the year ended July 2, 2023.~~

~~See~~Table ~~accompanying~~of ~~Notes to Consolidated Financial Statements.~~Contents

F1- 5 800-FLOWERS.COM, Inc. and Subsidiaries

~~Table~~Consolidated Statements of ~~Contents~~ Stockholders' Equity

~~1-800-FLOWERS.COM~~Years ended June 29, ~~Inc.~~2025, June 30, 2024, and ~~Subsidiaries~~July 2, 2023

~~Notes~~(in tothousands, ~~Consolidated~~except ~~Financial~~share ~~Statements~~data)

Note 1. Description of Business


	Common Stock						Additional Paid-in Capital		Retained Earnings (Deficit)		Accumulated Other Comprehensive Loss					Total Stockholders’ Equity
	Class A			Class B									Treasury Stock
	Shares	Amount		Shares	Amount								Shares	Amount

Balance at July 3, 2022	57,706,389	$	577	32,529,614	$	325	$	379,885	$	315,785	$	(211)	25,698,396	$	(186,952)	$	509,409

Net loss	-	-		-	-		-		(44,702)		-		-	-		(44,702)
Translation adjustment	-	-		-	-		-		-		41		-	-		41
Stock-based compensation	385,965	4		-	-		8,330		-		-		-	-		8,334
Conversion of Class B stock into Class A stock	181,393	2		(181,393)	(2)		-		-		-		-	-		-
Acquisition of Class A treasury stock	-	-		-	-		-		-		-		147,479	(1,239)		(1,239)
Balance at July 2, 2023	58,273,747	$	583	32,348,221	$	323	$	388,215	$	271,083	$	(170)	25,845,875	$	(188,191)	$	471,843

Net loss	-	-		-	-		-		(6,105)		-		-	-		(6,105)
Translation adjustment	-	-		-	-		-		-		43		-	-		43
Stock-based compensation	480,708	5		-	-		10,683		-		-		-	-		10,688
Exercise of stock options	38,240	-		-	-		329		-		-		-	-		329
Acquisition of Class A treasury stock	-	-		-	-		(62)		-		-		1,079,415	(10,394)		(10,456)
Balance at June 30, 2024	58,792,695	$	588	32,348,221	$	323

Filing Compare · 1 800 FLOWERS COM INC