1-800-FLOWERS.COM, INC. — Form 8-K Summary
Reporting context: Current report dated September 29, 2026, concerning an agreement entered into September 26, 2026. The filing reports a planned divestiture; it does not report a completed sale.
Transaction and financial terms
The company and certain wholly owned subsidiaries agreed to sell specified assets and transfer certain liabilities associated with the Personalization Mall, Things Remembered, and Personalization Universe businesses to PlanetArt, LLC. The stated aggregate consideration is $45.0 million in cash, subject to working-capital and other adjustments.
The filing provides no revenue, profit, cash flow, margin, debt, liquidity, or other operating results for the businesses or the company. It also does not quantify expected gains, losses, taxes, transaction costs, or the sale’s anticipated effect on company financials.
Closing conditions and related arrangements
- Closing is subject to customary conditions, including no specified Business Material Adverse Effect, satisfaction of representations and obligations under agreed standards, and receipt of specified third-party consents.
- The agreement contemplates commercial arrangements for continued sales of certain products to the company’s customers and reciprocal, limited-term transition services after closing.
- The agreement includes customary termination rights and seller indemnification for specified matters. The full agreement is Exhibit 2.1; schedules and exhibits were omitted from this filing.
Outlook, risks, and contingencies
No quantified guidance or expected closing date is provided. Completion and timing remain uncertain. The company identifies risks including transaction execution, operating-platform and expense initiatives, customer acquisition and retention, competition, discretionary consumer demand, economic conditions, and legal contingencies. The filing cautions that forward-looking statements are subject to risks and actual outcomes may differ.
Key facts for investors to verify
- Whether the transaction closes, when it closes, and the final cash proceeds after contractual adjustments.
- The assets and liabilities transferred, and the omitted agreement schedules and exhibits, including any material qualifications or exclusions.
- The terms and financial effects of the contemplated commercial and transition-services arrangements.
- Any subsequent disclosure of transaction-related accounting effects, taxes, costs, or changes to company guidance and financial position.