1 800 FLOWERS COM INC
For the period ended Jun 28, 2026. Filed Sep 11, 2026.
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FY2026 · Filed Sep 11, 2026
FLWS$2.73-2.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (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 28, 2026 and June 29, 2025 | F-3 |
| Consolidated Statements of Operations and Comprehensive Loss for the years ended June 28, 2026, June 29, 2025 and June 30, 2024 | F-4 |
| Consolidated Statements of Stockholders’ Equity for the years ended June 28, 2026, June 29, 2025 and June 30, 2024 | F-5 |
| Consolidated Statements of Cash Flows for the years ended June 28, 2026, June 29, 2025 and June 30, 2024 | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
| (a) (2) Index to Financial Statement Schedule: | |
| Schedule II - Valuation and Qualifying Accounts | F-36 |
| 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. | |
(a) (3) Index to Exhibits:
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, 10.19, 10.20, and 10.21 are management contracts or compensatory plans or arrangements.
| Exhibit | Description |
|---|---|
| *2.1 | Equity Purchase Agreement dated as of February 14, 2020, by and 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) |
| *3.1 | Third Amended and Restated Certificate of Incorporation. (Quarterly Report on Form 10-Q filed on February 10, 2017, Exhibit 3.1) |
| *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) |
| *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) |
| *3.4 | Second Amended and Restated By-laws. (Current Report on Form 8-K filed on April 29, 2019, Exhibit 3.2) |
| *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) |
| *10.1 | 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) |
| *10.2 | 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) |
| *10.3 | 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) |
| *10.4 | Nonqualified Supplemental Deferred Compensation Plan dated December 21, 2010 (Quarterly Report on Form 10-Q filed on November 14, 2016, Exhibit 10.24) |
| *10.5 | 2003 Long Term Incentive and Share Award Plan (as amended and restated as of October 15, 2020, and amended as of October 3, 2023 and October 9, 2025) (Proxy Statement on Form 14(a) filed on October 23, 2025, Annex A). |
| *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) |
| *10.7 | 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) |
| *10.8 | 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) |
| *10.9 | 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) |
| *10.10 | 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) |
| *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) |
| *10.12 | Amendment to Equity Purchase Agreement dated July 20, 2020 (Current Report on Form 8-K filed on July 22, 2020, Exhibit 10.1) |
| *10.13 | 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) |
| *10.14 | 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) |
| *10.15 | 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) |
| *10.16 | 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) |
| *10.17 | 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). |
| *10.18 | Second Amendment, dated as of May 6, 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 8, 2025, Exhibit 10.1). |
| *10.19 | 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). |
| *10.20 | Description of Executive Severance Plan, adopted effective October 17, 2025 (Quarterly Report on Form 10-Q filed on January 29, 2026, Exhibit 10.1). |
| *10.21 | Separation Agreement and General Release between Thomas Hartnett and 1-800-Flowers.com, Inc. dated April 17, 2026 (Quarterly Report on Form 10-Q filed on May 7, 2026, Exhibit 10.1). |
| *10.22 | Third Amendment, dated as of September 9, 2026, 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 September 10, 2026, Exhibit 10.1). |
| *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). |
| 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 (Annual Report on Form 10-K filed on September 6, 2024, Exhibit 97.1). |
| 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) |
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