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What changed in 1 800 FLOWERS COM INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of 1 800 FLOWERS COM INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+155 added−151 removedSource: 10-K (2025-09-05) vs 10-K (2024-09-06)

Top changes in 1 800 FLOWERS COM INC's 2025 10-K

155 paragraphs added · 151 removed · 120 edited across 2 sections

Item 1. Business

Business — how the company describes what it does

114 edited+34 added−29 removed125 unchanged
Biggest changeIn 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.
Biggest changeAs 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.
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.
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.
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.
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.
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.
The Company’s competitors include: • retail floral shops, some of which maintain toll-free telephone numbers, websites, and mobile 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 retailers with floral departments.
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.
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.
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 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 integrated into the Personalization Mall® brand.
The Company is dependent on telecommunication providers to provide telephone services to its customer service centers and connectivity with its 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 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.
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.
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.
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 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.
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.
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.
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.
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 arrangements, and gift-quality fruit baskets, dipped berries, steaks, chops, seafood and prepared meals, as well as an extensive selection of personalized products.
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 manufactured in Ashland, Oregon. Gift basket confection and fulfillment for both wholesale and 1-800-Baskets.com is handled by DesignPac, located in Melrose Park, 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.
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.
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.
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 for immediate gifting.
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’ needs for immediate gifting.
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.
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, acquired a single retail florist in New York City, which he subsequently expanded to a 14-store chain.
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’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.
Except for certain crops which 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.
Except for certain crops 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.
The U.S. 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.
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.
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.
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.
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. 6 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.
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. 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.
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. 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.
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. 18 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.
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. 11 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 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. 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.
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 Table of Contents Many governmental regulations may impact the Internet, which could affect the Company ’ s ability to conduct business.
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. 19 Table of Contents Many governmental regulations may impact the Internet, which could affect the Company’s ability to conduct business.
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.
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. 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 Baskets segment.
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.
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.
O ur 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.
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.
Accordingly, the FCC may rescind the Company’s right to use any of its phone numbers, including 1-800-FLOWERS (1-800-356-9377). Defending against intellectual property infringement claims could be expensive and, if the Company is not successful, could disrupt its ability to conduct business.
Accordingly, the FCC may rescind the Company’s right to use any of its phone numbers, including 1-800-FLOWERS (1-800-356-9377). 17 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.
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.
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 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 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.
Although the Company maintains insurance against product liability claims, its coverage may be inadequate to cover any liabilities it may incur. 15 Table of Contents Future litigation could have a material adverse effect on our business and results of operations.
Although the Company maintains insurance against product liability claims, its coverage may be inadequate to cover any liabilities it may incur. Future litigation could have a material adverse effect on our business and results of operations.
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’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 ’ 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 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.
Provider of digital and physical greeting cards to sister brands, as well as independent florist and other wholesale customers, acquired in April 2024. 2 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.
Provider of digital and physical greeting cards to sister brands, as well as independent florist and other wholesale customers, acquired in April 2024. 3 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.
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 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 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. 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.
These and other competitive factors could materially and adversely affect the Company’s results of operations. 12 Table of Contents If the Company does not accurately predict customer demand for its products, it may lose customers or experience increased costs.
These and other competitive factors could materially and adversely affect the Company’s results of operations. If the Company does not accurately predict customer demand for its products, it may lose customers or experience increased costs.
The Company has also developed transaction processing and operating systems as well as marketing data, and customer and recipient information databases. 7 Table of Contents 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.
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.
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.
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.
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 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.
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.
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 .
These laws or regulations may relate to liability for information received from or transmitted over the Internet, online content regulation, user privacy, taxation and quality of products and services sold over the Internet.
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.
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, our practices may not comply, or may not comply in the future with all such laws, regulations, requirements and obligations.
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 be in conflict, or may not comply in the future with all such evolving laws, regulations, requirements and obligations.
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.
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.
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 be enacted or come into effect in different jurisdictions.
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.
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 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, 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.
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 Table of Contents Item 1A.
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.
During fiscal 2024, our fiscal second quarter revenues represented approximately 45% of annual revenues, while our first, third and fourth quarters generated 14%, 21%, and 20% of annual revenues, respectively. In preparation for the Company’s second quarter holiday season, the Company significantly increases its inventories.
During fiscal 2025, our fiscal second quarter revenues represented approximately 46% of annual revenues, while our first, third and fourth quarters generated 14%, 20%, and 20% of annual revenues, respectively. In preparation for the Company’s second quarter holiday season, the Company significantly increases its inventories.
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; ● agricultural limitations and restrictions to manage pests and 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 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 as the tariffs that were imposed on flowers imported from Colombia during fiscal 2025; • agricultural limitations and restrictions to manage pests and 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.
Item 1. BUSINESS The Company 1-800-FLOWERS.COM, Inc. and its subsidiaries (collectively, the “Company”) is a leading provider of gifts designed to help inspire customers to give more, connect more, and build more and better relationships.
Item 1. BUSINESS The Company 1-800-FLOWERS.COM, Inc. and its subsidiaries (collectively, the “Company”) is a leading provider of thoughtful expressions designed to help inspire customers to share more, connect more, and build more and better relationships.
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 brands to expand its customer base and its revenues.
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 its brands to expand its customer base and its revenues.
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 Table of Contents 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.
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 .
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 30, 2024 that remain unresolved. 17 Table of Contents
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 29, 2025 that remain unresolved.
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 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.
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.
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.
The Company ’ s business could be injured by significant credit card, debit card and gift card fraud. Customers typically pay for their on-line or telephone orders with debit or credit cards as well as a portion of their orders using gift cards.
The Company’s business could be injured by significant credit card, debit card and gift card fraud. Customers typically pay for their online or telephone orders with debit or credit cards as well as a portion of their orders using gift cards.
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.
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.
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 gift retailers with floral departments.
In the floral category, the Company’s competitors include: • retail floral shops, some of which maintain toll-free telephone numbers, websites, and mobile 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.
This seasonal build has traditionally been financed by cash flows from operations, supplemented by a bank line of credit, which peaks in November. The Company has historically repaid all revolving bank lines of credit with cash generated from operations, prior to the end of the Company’s fiscal second quarter.
This seasonal build, which peaks in November, has traditionally been financed by cash flows from operations, supplemented by borrowings under the Company's revolving credit facility. The Company has historically repaid the balance of its revolving credit facility with cash generated from operations prior to the end of the Company’s fiscal second quarter.
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.
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. 6 Table of Contents Seasonality The Company’s quarterly results may experience seasonal fluctuations.
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.
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 senior management team.
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.
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.
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.
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.
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.
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 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.
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. 14 Table of Contents A failure to dispose of assets or businesses in a timely manner may cause the results of the Company to suffer.
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 Company’s business depends on customers making purchases on its systems.
If the Company fails to timely and successfully effect any future system updates, the Company’s order management, fulfillment, or other business processes could experience interruptions, and our results of operations could be negatively affected. The Company’s business depends on customers making purchases on its systems.
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. Item 1B.
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. 9 Table of Contents ltem 1A.
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 The Company’s internet address is www.1800flowers.com.
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. Item 1B.
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.
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.
As a result, there may be greater restrictions and economic disincentives on international trade and such changes have the potential to adversely impact the U.S. economy, our industry and the demand for our products.
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.
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.
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.
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.
Moreover, the strength of our brands could be diminished due to misjudgments in merchandise selection. Extreme weather conditions, natural disasters, public health conditions such as pandemics, and other catastrophic events, may interrupt our business, or our suppliers’ businesses.
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 generated over 40% of the Company’s annual revenues, and all of its earnings.
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 qu arter, generates over 40% o f the Company’s annual revenues, and all of its earnings.
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.
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.
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.
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 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.
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.
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 customer and overall logistics costs.
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.
Dipped berries and other specialty treats for our Shari’s Berries brand are manufactured and fulfilled through our network of drop ship vendors. 5 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).
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).
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.
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.
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 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.
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.
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.
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, 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.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur strategy for managing cybersecurity risk is multifaceted and includes, without limitation: (i) robust security policies and procedures, designed in part to comply with Payment Card Industry, or PCI, rules; (ii) an incident response plan, (iii) comprehensive system security elements and vulnerability scanning; (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.
Biggest changeOur 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. 20 Table of Contents As part 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.
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. The Company’s program to 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.
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. The 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 Chief Financial Officer and General Counsel.
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 and data privacy risk mitigation plans.
Our Senior Vice President, IT Operations, 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 and data privacy risk mitigation plans.
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. 18 Table of Contents Item 2.
With respect to the prevention, detection, mitigation, and remediation of cybersecurity incidents, our information security team, under the direction of our Senior Vice President, IT Operations, 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 Senior Vice President, IT Operations, other members of management, the Committee, and the Board, each as needed. 21 Table of Contents
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 Senior Vice President, IT Operations holds a Bachelor of Business Administration in Business Computer Information Systems and has over 20 years of work experience, with more than 5 years in senior executive roles involving managing information systems, including implementing effective information and cybersecurity programs.
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.
We face ongoing risks that, if realized, could materially impact our business, operations and 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.
Removed
As part 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 review our PCI compliance. We face ongoing risks that, if realized, could materially impact our business, operations and financial results.
Added
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.
Removed
PROPERTIES The table below lists the Company’s material properties at June 30, 2024: 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

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