1 800 Flowers Com reports $54.34 million net loss for fiscal Q1 2027

Cover page 32 changes

2 unchanged paragraphs

For the fiscal year ended June 28 , 2026

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

For the quarterly period ended September 27, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter)

For the transition period from ___ to ___

Commission File No. 0-26841

1-800-FLOWERS.COM, Inc.

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation) or organization) (I.R.S. Employer Identification No.)

5 unchanged paragraphs

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 ý 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 ý No o

1 unchanged paragraph

o Large accelerated filer x Accelerated filer

o Non-accelerated filer x Smaller reporting company

ý Smaller reporting company

2 unchanged paragraphs

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

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 28, 2025, was approximately $ 103,511,000 . The registrant has no non-voting common stock.

(Number of shares of class A common stock outstanding as of September 4, 2026)

(Number of shares of class B common stock outstanding a s of September 4, 2026 )

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Registrant's Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders (the Definitive Proxy Statement) are incorporated by reference into Part III of this Report.

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 ý

The number of shares outstanding of each of the Registrant's classes of common stock as of October 30, 2026:

Class A common stock: 37,139,340

Class B common stock: 27,068,221

1 unchanged paragraph

For the fiscal year ended June 28, 2026

For the quarterly period ended September 27, 2026

Financial Information

Financial statements 128 changes

Annual Financial Statements: See Part IV, Item 15 of this Annual Report on Form 10-K.

1-800-FLOWERS.COM, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except for share data)

September 27, 2026 June 28, 2026

Cash and cash equivalents $ 9,402 $ 11,366

Trade receivables, less allowances for credit losses of $ 2,474 and $ 2,287 , respectively

Inventories 210,173 134,989

Prepaid and other 36,715 25,306

Assets of discontinued operations held for sale 60,478 19,518

Total current assets 351,865 211,440

Property, plant and equipment, net 171,105 177,860

Operating lease right-of-use assets 88,412 90,619

Goodwill 3,071 3,071

Trademarks with indefinite lives 65,473 65,473

Other intangibles, net 1,019 1,304

Other assets 50,191 47,775

Assets of discontinued operations held for sale - 39,450

Total assets $ 731,136 $ 636,992

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable $ 75,088 $ 67,720

Accrued expenses 121,369 116,538

Current maturities of long-term debt 185,650 24,000

Current portion of long-term operating lease liabilities 15,184 15,087

Liabilities of discontinued operations held for sale 18,261 5,870

Total current liabilities 415,552 229,215

Long-term debt, net 81,614 112,176

Long-term operating lease liabilities 82,048 84,428

Deferred tax liabilities, net 5,999 5,986

Other liabilities 53,026 50,496

Liabilities of discontinued operations held for sale - 11,040

Total liabilities 638,239 493,341

Commitments and contingencies (See Note 12 )

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, 60,376,508 and 60,311,976 shares issued at September 27, 2026 and June 28, 2026, respectively

Class B common stock, $ 0.01 par value, 200,000,000 shares authorized, 32,348,221 shares issued at September 27, 2026 and June 28, 2026

Additional paid-in capital 426,202 422,528

Accumulated (deficit) retained earnings ( 124,115 ) ( 69,780 )

Accumulated other comprehensive loss ( 98 ) ( 98 )

Treasury stock, at cost, 23,237,168 and 23,209,569 Class A shares at September 27, 2026 and June 28, 2026, respectively, and 5,280,000 Class B shares at September 27, 2026 and June 28, 2026 ( 210,018 ) ( 209,924 )

Total stockholders' equity 92,897 143,651

Total liabilities and stockholders' equity $ 731,136 $ 636,992

See accompanying Notes to Condensed Consolidated Financial Statements.

1-800-FLOWERS.COM, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except for per share data)

Net revenues $ 171,351 $ 192,724

Cost of revenues (excludes depreciation and amortization) 112,851 124,620

Gross profit 58,500 68,104

Marketing and sales 50,889 61,294

Technology and development 15,151 13,797

General and administrative 28,477 29,327

Depreciation and amortization 10,482 10,841

Total operating expenses 104,999 115,259

Operating loss ( 46,499 ) ( 47,155 )

Interest income ( 130 ) ( 311 )

Interest expense 5,442 4,192

Other income, net ( 1,855 ) ( 2,338 )

Loss before income taxes ( 49,956 ) ( 48,698 )

Income tax expense 658 291

Net loss and comprehensive net loss from continuing operations $ ( 50,614 ) $ ( 48,989 )

Net loss from discontinued operations, net of tax ( 3,721 ) ( 3,968 )

Net loss and comprehensive net loss $ ( 54,335 ) $ ( 52,957 )

Basic and diluted net loss per common share from continuing operations $ ( 0.79 ) $ ( 0.77 )

Basic and diluted net loss per common share from discontinued operations ( 0.06 ) ( 0.06 )

Basic and diluted net loss per common share $ ( 0.85 ) $ ( 0.83 )

Basic and diluted weighted average shares used in the calculation of net loss per common share 64,187 63,630

See accompanying Notes to Condensed Consolidated Financial Statements.

1-800-FLOWERS.COM, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except share data)

Three Months Ended September 27, 2026 and September 28, 2025

Common Stock Additional

Earnings Accumulated (Deficit) Accumulated

Class A Class B Treasury Stock

Shares Amount Shares Amount Shares Amount

Balance at June 28, 2026 60,311,976 $ 602 32,348,221 $ 323 $ 422,528 $ ( 69,780 ) $ ( 98 ) 28,489,569 $ ( 209,924 ) $ 143,651

Net loss - - - - - ( 54,335 ) - - - ( 54,335 )

and 48 more changes in the filing

Notes to the financial statements 48 changes

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

Schedule II - Valuation and Qualifying Accounts

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.

*2.1 Equity Purchase Agreement dated as of February 14, 2020, by an d 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)

*4.2 Description of Securities. (Annual Report on Form 10-K filed on September 13, 2019, Exhibit 4.2)

*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 , 202 5 , 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)

Note 2: Net loss per common share 21 changes

June 28, 2026 June 29, 2025 June 30, 2024

Basic net loss per common share is computed by dividing the net loss during the period by the weighted average number of common shares outstanding during the period. Diluted net loss per common share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.

The following table sets forth the computation of basic and diluted net loss per common share:

1 unchanged paragraph

Net loss $ ( 134,765 ) $ ( 199,993 ) $ ( 6,105 )

Weighted average shares outstanding 63,912 63,807 64,586

Basic $ ( 2.11 ) $ ( 3.13 ) $ ( 0.09 )

Diluted $ ( 2.11 ) $ ( 3.13 ) $ ( 0.09 )

Due to our net loss for the fiscal years ended June 28, 2026, June 29, 2025, and June 30, 2024, all common stock equivalents including stock options and unvested restricted stock awards have been excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive to the computation. See Note 14 - Stock based compensation for further information on outstanding stock options and non-vested restricted stock.

Net loss from continuing operations $ ( 50,614 ) $ ( 48,989 )

Net loss from discontinued operations, net of tax ( 3,721 ) ( 3,968 )

Net loss $ ( 54,335 ) $ ( 52,957 )

Weighted average shares outstanding 64,187 63,630

Adjusted weighted-average shares and assumed conversions 63,912 63,807 64,586 64,187 63,630

Basic net loss per common share:

Continuing operations $ ( 0.79 ) $ ( 0.77 )

Discontinued operations ( 0.06 ) ( 0.06 )

Basic net loss per common share $ ( 0.85 ) $ ( 0.83 )

Diluted net loss per common share:

Continuing operations $ ( 0.79 ) $ ( 0.77 )

Discontinued operations ( 0.06 ) ( 0.06 )

Diluted net loss per common share $ ( 0.85 ) $ ( 0.83 )

Note 4: Inventory 8 changes

1 unchanged paragraph

Finished goods $ 81,822 $ 99,703

Raw materials 51,774 58,168

Total inventory $ 152,783 $ 177,127

September 27, 2026 June 28, 2026 June 29, 2025

Finished goods $ 133,621 $ 68,282

Work-in-process 18,357 19,187 19,256

Raw materials 58,195 47,520

Total inventory $ 210,173 $ 134,989

Note 5: Property, plant and equipment, net 20 changes

1 unchanged paragraph

Leasehold improvements 28,755 31,866

Production equipment 134,107 135,213

Furniture and fixtures 9,333 9,517

Computer and telecommunication equipment 39,345 41,378

Software 234,418 208,960

Accumulated depreciation and amortization ( 384,816 ) ( 350,480 )

Depreciation expense for the years ended June 28, 2026, June 29, 2025, and June 30, 2024 was $ 52.3 million, $ 51.6 million, and $ 49.3 million, respectively.

September 27, 2026 June 28, 2026 June 29, 2025

Land $ 33,361 33,307 $ 33,811 33,361

Orchards in production and land improvements 21,730 21,539 21,730

Building and building improvements 71,146 70,840 70,479

Leasehold improvements 14,203 16,019

Production equipment 102,469 104,626

Furniture and fixtures 7,687 8,816

Computer and telecommunication equipment 35,735 36,187

Software 222,804 221,791

Capital projects in progress 7,143 13,313 7,191 7,142

Property, plant and equipment, gross 579,032 566,076 516,272 520,512

Accumulated depreciation and amortization ( 345,167 ) ( 342,652 )

Property, plant and equipment, net $ 194,216 171,105 $ 215,596 177,860

Note 6: Goodwill, trademarks with indefinite lives and other intangibles, net 34 changes

The following table presents goodwill by segment and the related change in the net carrying amount:

Gifts BloomNet Gourmet

Balance at June 30, 2024 (1) $ 153,577 $ 2,960 $ - $ 156,537

Acquisition of Scharffen Berger - - 111 111

Impairment ( 119,023 ) - - ( 119,023 )

Balance at June 29, 2025 (2) $ 34,554 $ 2,960 $ 111 $ 37,625

Impairment ( 34,554 ) - - ( 34,554 )

Balance at June 28, 2026 (3) $ - $ 2,960 $ 111 $ 3,071

(2) The total carrying value of goodwill is reflected net of $ 252.4 million of accumulated impairment charges, of which $ 119.0 million is related to the Consumer Floral & Gifts reporting unit and $ 133.4 million is related to the Gourmet Foods & Gift Baskets reporting unit.

(3) The total carrying value of goodwill is reflected net of $ 287.0 million of accumulated impairment charges, of which $ 153.6 million is related to the Consumer Floral & Gifts reporting unit and $ 133.4 million is related to the Gourmet Foods & Gift Baskets reporting unit.

The following table presents goodwill by business segment:

E-Commerce Wholesale and Other BloomNet Total

Balance at June 28, 2026 and September 27, 2026 (1) $ 111 $ - $ 2,960 $ 3,071 (1) The total carrying value of goodwill is reflected net of $ 133.4 287.0 million of accumulated impairment charges. related to the Gourmet Foods & Gift Baskets reporting unit.

1 unchanged paragraph

September 27, 2026 June 28, 2026 June 29, 2025

5 unchanged paragraphs

Total intangible assets with determinable lives 39,829 38,525 1,304 40,013 37,322 2,691

Trademarks with indefinite lives 76,073 - 76,073 86,673 - 86,673

Total identifiable intangible assets $ 115,902 $ 38,525 $ 77,377 $ 126,686 $ 37,322 $ 89,364 (1) The amortization of intangible assets for the years ended June 28, 2026, June 29, 2025 and June 30, 2024 was $ 1.3 million, $ 2.0 million and $ 4.4 million, respectively. Future estimated amortization expense is as follows: 2027 - $ 0.6 million, 2028 - $ 0.3 million, 2029 - $ 0.2 million, 2030 - $ 0.1 million, and 2031 - $ 0.1 million.

During its quarterly assessment in the second quarter of fiscal 2024, as a result of a decline in the actual and projected revenue for the Company's Personalization Mall 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 Personalization Mall tradename encompassed calculating the fair value of the asset and comparing that result to its carrying value. To determine fair value the Company used 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. This assessment resulted in the Company recording a non-cash impairment charge of $ 19.8 million to reduce the recorded carrying value of the Personalization Mall tradename.

During the fourth quarter of fiscal 2024, the Company performed a Step 0 analysis for its Consumer Floral & Gifts and BloomNet reporting units, the only reporting units with goodwill at that time, and its indefinite-lived intangible assets, excluding its Personalization Mall tradename, and determined that it was not "more likely than not" that the fair values were less than their carrying amounts. For the Company's Personalization Mall tradename, the Company performed a quantitative test, which determined that the estimated fair value of the Company's intangible asset exceeded its respective carrying value.

During the third quarter of fiscal 2025, the Company evaluated whether events or circumstances had changed such that it was more likely than not that the fair value of its goodwill, intangibles and other long-lived assets were less than their carrying amounts. After consideration of current operating results, changes in macro-economic conditions, and a decline in the Company's market capitalization, the Company concluded that a triggering event had occurred that required an interim impairment assessment of the goodwill, intangibles and other long-lived assets for its Consumer Floral & Gifts reporting unit as of March 30, 2025.

Based on the impairment assessment performed for the period ended March 30, 2025, the Company recorded a non-cash goodwill and intangible impairment charge of $ 138.2 million, comprised of $ 113.4 million attributable to goodwill and $ 24.8 million attributable to the Personalization Mall tradename within the same reporting unit. The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired. In the fourth quarter of fiscal 2025, the Company recorded an immaterial adjustment of $ 5.6 million to increase the previously recognized non-cash goodwill impairment charge. The adjustment was the result of a change in the estimated allocation of the impairment charge between goodwill that is deductible and non-deductible for tax purposes.

During the fourth quarter of fiscal year 2025, the Company performed a Step 0 analysis for its goodwill and its indefinite-lived intangible assets, and determined that it was not "more likely than not" that the fair values of its indefinite-lived intangibles were less than their carrying amounts.

During the third quarter of fiscal 2026, the Company evaluated whether events or circumstances had changed such that it was more likely than not that the fair value of its goodwill, intangibles and other long-lived assets were less than their carrying amounts. After consideration of current and projected operating results, changes in macro-economic conditions, and a decline in the Company's market capitalization, the Company concluded that a triggering event had occurred that required an interim impairment assessment of the goodwill, intangibles and other long-lived assets for its Consumer Floral & Gifts reporting unit as of March 29, 2026.

The Company performed its goodwill impairment test by comparing the fair value of its Consumer Floral & Gifts reporting unit to its respective carrying value. The Company estimated the fair value of the Consumer Floral & Gifts reporting unit using an equal weighting of the income and market approaches, and a discount rate of 14.5 %. The Company used industry accepted valuation models and set criteria that were reviewed and approved by various levels of management. Under the income approach, the Company used a discounted cash flow methodology that required management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, perpetual growth rates, and long-term discount rates, among others. For the market approach, the Company used the guideline public company method. Under this method, the Company utilized information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, to create valuation multiples that were applied to the operating performance of the reporting unit being tested, in order to obtain their respective fair values. The Company also reconciled the aggregate fair values of its reporting units to its current market capitalization.

The Company's impairment test for indefinite-lived intangible assets encompassed calculating a fair value of the indefinite-lived intangible asset and comparing that result to its carrying value. To determine fair value of indefinite-lived intangible assets, the Company used an income approach, the relief-from-royalty method. As discussed above, 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. Indefinite-lived intangible assets' fair values require significant judgments in determining both the assets' estimated cash flows driven by forecasted revenues as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value.

The Company's impairment test for definite-lived and other long-lived assets was performed through a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of the asset or asset group to its carrying value.

Based on the impairment assessment performed for the period ended March 29, 2026, the Company recorded a non-cash goodwill and intangible impairment charge of $ 45.2 million, comprised of $ 34.6 million attributable to the Consumer Floral & Gifts reporting unit's goodwill and $ 10.6 million attributable to the Personalization Mall tradename (indefinite-lived intangible asset) within the same reporting unit. The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired.

As of its annual impairment testing date during the fourth quarter of fiscal 2026, the Company completed a step 0 analysis of its BloomNet, and Gourmet Foods & Gift Baskets reporting units and concluded that it was not "more likely than not" that the fair values of its reporting units were less than their carrying values.

Total intangible assets with determinable lives 28,067 27,048 1,019 28,067 26,763 1,304

Trademarks with indefinite lives 65,473 - 65,473 65,473 - 65,473

Total identifiable intangible assets $ 93,540 $ 27,048 $ 66,492 $ 93,540 $ 26,763 $ 66,777

Future estimated amortization expense is as follows: remainder of fiscal 2027 - $ 0.3 million, fiscal 2028 - $ 0.3 million, fiscal 2029 - $ 0.2 million, fiscal 2030 - $ 0.1 million, and fiscal 2031 - $ 0.1 million.

1 unchanged paragraph

As described above, the Company's Personalization Mall tradename was impaired during the quarter ended March 29, 2026 and was written down to its fair value resulting in zero excess fair value over the carrying amount as of the impairment test date, resulting in a risk of future impairment if any assumptions, estimates, or market factors change in the future.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of indefinite-lived intangible assets requires the Company to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include the assets' estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value. If current expectations of future revenue growth rates and margins are not met, if market factors outside of our control change, such as discount rates, income tax rates, or inflation, or if management's expectations or plans otherwise change, including updates to our long-term operating plans, then indefinite-lived intangible assets might become impaired in the future.

Note 7: Leases 27 changes

T he The Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through fiscal 2036. W hile Most lease agreements are of a long-term nature (over a year), although the Company also enters into short-term leases, primarily for seasonal needs. Lease agreements may contain renewal options and rent escalation clauses and require the Company to pay real estate taxes, insurance, common area maintenance and operating expenses applicable to the leased properties. The Company accounts for its leases in accordance with ASC 842.

1 unchanged paragraph

June 28, 2026 June 29, 2025

Operating lease costs $ 22,926 $ 23,993

Variable lease costs 27,351 26,924

Sublease income ( 485 ) ( 830 )

Total lease costs $ 53,408 $ 54,007

June 28, 2026 June 29, 2025

June 28, 2026 June 29, 2025

At the lease commencement date, the Company determines if a lease should be classified as an operating or a finance lease (the Company currently has no finance leases) and recognizes a corresponding lease liability and a right-of-use asset on its consolidated balance sheet. The lease liability is initially and subsequently measured as the present value of the remaining fixed minimum rental payments (including base rent and fixed common area maintenance) using discount rates as of the commencement date. Variable payments (including most utilities, real estate taxes, insurance and variable common area maintenance) are expensed as incurred. Further, the Company elected a short-term lease exception policy, permitting it to not to apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less) and an accounting policy to account for lease and non-lease components as a single component for certain classes of assets. The right-of-use asset is initially and subsequently measured at the carrying amount of the lease liability adjusted for any prepaid or accrued lease payments, remaining balance of lease incentives received, unamortized initial direct costs, or impairment charges relating to the right-of-use asset. Right-of-use assets are assessed for impairment using the long-lived assets impairment guidance. The discount rate used to determine the present value of lease payments is the Company's estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as the Company generally cannot determine the interest rate implicit in the lease.

The Company recognizes expense for its operating leases on a straight-line basis over the lease term. As these leases expire, it can be expected that in the normal course of business they will be renewed or replaced. Renewal option periods are included in the measurement of the lease liability, where the exercise is reasonably certain to occur. Key estimates and judgments in accounting for leases include how the Company determines: (1) lease payments, (2) lease term, and (3) the discount rate used in calculating the lease liability.

Additional information related to the Company's leases associated with continuing operations is as follows:

Operating lease costs $ 4,837 $ 5,185

Variable lease costs 5,784 6,225

Short-term lease cost 3,616 3,920 450 696

Sublease income ( 120 ) ( 170 )

Total lease costs $ 10,951 $ 11,936

Cash paid for amounts included in measurement of operating lease liabilities $ 21,287 4,912 $ 24,359 5,292

Right-of-use assets obtained in exchange for new operating lease liabilities $ 13,124 1,384 $ 12,052 745

Weighted-average remaining lease term - operating leases (in years) 6.7 7.4

Weighted-discount rate - operating leases 5.1 % 4.7 5.2 %

Maturities of lease liabilities in accordance associated with ASC 842 continuing operations as of June 28, September 27, 2026, and the reconciliation to the consolidated balance sheet, in accordance with ASC 842, are as follows (in thousands):

Remainder of 2027 $ 14,818

Total future minimum lease payments 133,377 115,164

Less: Imputed remaining interest 20,618 17,932

Total operating lease liabilities 112,759 97,232

Less: Current portion of long-term operating lease liabilities 17,291 15,184

Long-term operating lease liabilities $ 95,468 82,048

Note 8: Accrued expenses 12 changes

1 unchanged paragraph

Deferred revenue 19,450 23,710

Accrued purchases 9,944 12,438

Accrued expenses $ 118,961 $ 109,887

September 27, 2026 June 28, 2026 June 29, 2025

Payroll and employee benefits $ 32,805 28,294 $ 23,385 32,805

Deferred revenue 16,485 18,721

Accrued marketing expenses 10,467 13,123 11,116

Accrued florist payout 14,646 13,818 9,615

Accrued purchases 17,338 8,305

Accrued professional fees 12,139 10,132

Accrued expenses $ 121,369 $ 116,538

1 unchanged paragraph

During the years ended June 28, 2026 and June 29, 2025, the Company recorded Severance and restructuring charges of $ 12.3 million and $ 5.8 million, respectively, primarily incurred in the prior year related to an enterprise reduction in workforce focused on reducing costs and streamlining the organization. These costs are primarily included within the " General and administrative " line item in the consolidated statement of operations. At June 28, September 27, 2026, the Company had $ 4.3 2.3 million recorded related to these charges within the "Accrued expenses" line item in the Consolidated Balance Sheet. The Company expects the majority of these costs to be paid in the next 12 months.

Note 9: Long-term debt, net 13 changes

1 unchanged paragraph

Term loan 139,000 160,000

Total debt 136,176 155,764

September 27, 2026 June 28, 2026 June 29, 2025

Revolving credit facility $ - 140,000 $ -

Term loan 133,000 139,000

Deferred financing costs ( 2,824 5,736 ) ( 4,236 2,824 )

Total debt, net 267,264 136,176

Less: current maturities of long-term debt 185,650 24,000 21,000

Long-term debt, net $ 112,176 81,614 $ 134,764 112,176

1 unchanged paragraph

On September 9, 2026, the Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into the Third Amendment to the Amended Third Restated Credit Agreement. The Third Amendment amended the Amended Third Restated Credit Agreement by, among other modifications, (i) replacing the financial covenants set forth therein with (x) a minimum liquidity financial covenant until the end of the Company's fiscal quarter ending September 26, 2027 and (y) a minimum consolidated EBITDA financial covenant for the period of the fiscal quarter ending December 26, 2027 through the end of the Affected Period (as defined below), (ii) modifying the negative covenant restricting asset sales and the corresponding obligation to make mandatory prepayments of the Term Loan (as defined below) with the proceeds of certain asset sales, in each case, as in effect during the Affected Period, to expand the existing permissions for asset sales and permit the Company to retain a portion of the proceeds of certain asset sales, up to $ 30.0 million in the aggregate, after the Company has used a portion of such proceeds to make a prepayment of the Term Loan of at least $ 15.0 million, (iii) imposing additional restrictions on the ability of the Company and its U.S. subsidiaries that are guarantors under the Existing Credit Agreement to transfer material intellectual property to the Company's subsidiaries that are not guarantors under the Existing Credit Agreement, (iv) requiring the Company to participate in monthly conference calls with the lenders under the Existing Credit Agreement, and (v) imposing during the Affected Period additional prepayment obligations with respect to the revolving credit facility. For accounting purposes, pursuant to ASC 470, Debt , this transaction was accounted for as a modification of the Amended Third Restated Credit Agreement. In connection with the Third Amendment, the Company incurred $ 4.5 million of deferred financing costs, of which $ 3.4 million was recorded on the Company's Consolidated Balance Sheet and is being amortized over the life of the Existing Credit Agreement (the "Term Loan"), and the remaining costs were recognized in Interest expense on the Company's Consolidated Statement of Operations in connection with the amendment.

For each borrowing under the Existing 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 (other than during the Affected Period) 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 for a one-month interest period plus 1.0 %, or (2) an adjusted SOFR rate plus an applicable margin varying (other than during the Affected Period) based on the Company's consolidated leverage ratio. The adjusted SOFR rate includes a credit spread adjustment of 0.1 % for all interest periods. The effective interest rate as of June 28, September 27, 2026 related to the Company's outstanding borrowings was 7.2 7.3 %.

The principal of the outstanding Term Loan under the Existing Credit Agreement (the "Term Loan") was subject to a quarterly payment of $ 3.0 million on September 26, 2025, and is subject to quarterly payments of $ 6.0 million for the subsequent next 10 payments, with the remaining balance of $ 97.0 million due upon maturity on June 27, 2028. In accordance with the Existing Credit Agreement, upon completion of the sale of the Personalization Businesses, the Company used a portion of the net proceeds, after transaction costs, to prepay $ 21.7 million of the outstanding principal balance of the Term Loan. Based on this, the Company reclassified this prepayment amount to the "Current maturities of long-term debt" line item in the Consolidated Balance Sheet. Following this prepayment in October 2026, future principal Term Loan payments are as follows: $ 24.0 18.0 million – fiscal 2027, and $ 115.0 93.3 million – fiscal 2028.

The Existing Credit Agreement requires that, while any borrowings or commitments are outstanding, the Company comply with certain financial covenants and certain affirmative covenants and negative covenants that, subject to certain exceptions, limit the Company's ability to, among other things, (i) incur additional indebtedness, (ii) make certain investments, (iii) make certain restricted payments and, (iv) hold cash deposits in accounts not maintained with lenders under the Existing Credit Agreement or their affiliates during the period (the "Affected Period") from May 6, 2025 until the earlier of (A) June 26, 2028 and (B) the date the Company has (x) demonstrated compliance with the financial covenants as in effect under the Third Restated Credit Agreement as amended by the First Amendment and (y) if applicable, elected to terminate the applicable period during which various applicable modifications set forth in the Second Amendment and the Third Amendment are in effect. hold cash deposits in accounts not maintained with lenders under The Existing Credit Agreement or their affiliates. The Company was in compliance with these covenants as of June 28, September 27, 2026. The Existing Credit Agreement is secured by substantially all of the assets of the Company.

Note 10: Fair value measurements 5 changes

9 unchanged paragraphs

Assets (Liabilities) as of September 27, 2026

Trading securities held in a "rabbi trust" (1) $ 49,374 $ 49,374 $ - $ -

1 unchanged paragraph

Trading securities held in a "rabbi trust" (1) $ 46,938 $ 46,938 $ - $ -

Assets (liabilities) as of June 29, 2025:

Trading securities held in a "rabbi trust" (1) $ 38,370 46,938 $ 38,370 46,938 $ - $ - (1) The Company has established a Non-Qualified Deferred Compensation Plan ("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 a "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.

Note 11: Income taxes 84 changes

Significant components of the income tax provision are as follows:

June 28, 2026 June 29, 2025 June 30, 2024

Current provision (benefit):

Federal $ 143 $ ( 1,942 ) $ 11,774

Current income tax expense (benefit) 689 ( 641 ) 11,935

Deferred provision (benefit):

Federal ( 558 ) ( 12,880 ) ( 14,246 )

State ( 135 ) 131 2,514

Deferred income tax benefit ( 693 ) ( 12,723 ) ( 11,732 )

Income tax (benefit) expense $ ( 4 ) $ ( 13,364 ) $ 203

The Company adopted ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures on a prospective basis beginning with the year ended June 28, 2026. The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to the Company's actual effective amount and rate for the year ended June 28, 2026:

Year Ended June 28, 2026

U.S. federal statutory rate $ ( 28,301 ) 21.0 %

State and local income tax, net of federal income tax effect (1) 296 ( 0.2 )

Research and development credit ( 1,905 ) 1.4

Work opportunity tax credits ( 329 ) 0.2

Changes in valuation allowances 26,293 ( 19.5 )

Non-taxable or non-deductible items:

Share-based compensation 2,947 ( 2.2 )

Executive compensation 133 ( 0.1 )

Changes in unrecognized tax benefits 523 ( 0.4 )

Other adjustments 339 ( 0.2 )

Effective tax rate $ ( 4 ) 0.0 %

(1) State taxes in Texas and New York, and local taxes in Ohio accounted for the majority (greater than 50%) of the tax effect in this category.

The following table presents the required disclosures prior to the Company's adoption of ASU 2023-09 and reconciles the U.S. federal statutory tax rate to the Company's effective tax rate for the years ended June 29, 2025 and June 30, 2024 as follows:

June 29, 2025 June 30, 2024

Tax at U.S. statutory rates 21.0 % 21.0 %

State income taxes, net of federal tax benefit 3.4 ( 8.1 )

Non-deductible impairment charge ( 1.4 ) -

Valuation allowance change ( 16.8 ) ( 28.5 )

Non-deductible compensation ( 0.1 ) ( 0.6 )

Excess tax benefit/shortfalls from stock-based compensation ( 0.2 ) ( 11.9 )

Tax credits 0.3 16.9

Enhanced deductions - 11.8

Other, net 0.1 ( 4.0 )

Effective tax rate 6.3 % ( 3.4 %)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company's deferred income tax assets (liabilities) are as follows:

June 28, 2026 June 29, 2025

Deferred income tax assets:

Loss and carryforwards $ 32,265 $ 17,508

Accrued expenses and reserves 7,631 2,315

Inventory 3,762 4,366

Stock-based compensation 1,102 2,613

Deferred compensation 7,986 7,242

Operating lease liabilities 28,140 29,002

Interest limitation carryforward 5,313 2,634

Other intangibles 27,362 20,604

Gross deferred income tax assets 113,561 86,284

Less: Valuation allowance ( 71,767 ) ( 40,581 )

Deferred tax assets, net 41,794 45,703

Deferred income tax liabilities:

Tax in excess of book depreciation ( 22,067 ) ( 25,409 )

Operating lease right-of-use assets ( 25,713 ) ( 26,973 )

Deferred tax liabilities ( 47,780 ) ( 52,382 )

Deferred tax liabilities, net $ ( 5,986 ) $ ( 6,679 )

At June 28, 2026, the Company had $ 76.1 million of indefinite-lived federal net operating losses, $ 167.3 million of state net operating loss carryforwards, some of which will begin to expire in fiscal 2027 to the extent not utilized, and $ 5.5 million of foreign net operating loss carryforwards, which will begin to expire in fiscal 2034 if not utilized. At June 28, 2026, the Company's federal charitable contribution carryforwards were $ 15.3 million, which will begin to expire in fiscal 2027 if not utilized. At June 28, 2026, the Company's research and development and work opportunity credit carryforwards were $ 2.1 million and $ 0.4 million, respectively, which will both begin to expire in fiscal 2045 if not utilized.

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 the Company's 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. During fiscal 2025, due to the goodwill and intangible impairment charge and the Company's three-year cumulative loss position, the Company completed a detailed analysis of future taxable income, focused on the scheduling of temporary differences that were expected to reverse in periods where the Company anticipated taxable income. The analysis, along with no identified tax planning strategies, resulted in sufficient evidence that it is more likely than not that certain deferred tax assets would not be realized in future periods and an additional $ 35.9 million valuation allowance was recorded, resulting in a valuation allowance of $ 40.6 million as of June 29, 2025. During fiscal 2026, the valuation increased by $ 31.2 million resulting in a valuation allowance of $ 71.8 million as of June 28, 2026. The increase in valuation allowance primarily relates to the Company's continued losses during fiscal 2026.

The below table presents the changes in the Company's valuation allowance:

June 28, 2026 June 29, 2025

Valuation allowance - beginning balance $ 40,581 $ 4,868

Additions charged to income tax benefit 31,201 35,958

Allowances taken or written off ( 15 ) ( 245 )

Valuation allowance - ending balance $ 71,767 $ 40,581

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign countries. Fiscal 2023, fiscal 2024, and fiscal 2025 remain subject to U.S. federal examination. Due to nonconformity with the U.S. federal statute of limitations for assessment, certain states remain open from fiscal 2022. The Company's foreign income tax filings from fiscal 2019 forward are open for examination by its respective foreign tax authorities, mainly Canada and Brazil. The Company is not currently under examination by federal or foreign taxing jurisdictions. The Company is currently under examination in the states of Florida and Illinois for fiscal years 2022 through 2024 and fiscal years 2023 and 2024, respectively.

The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At June 28, 2026, the Company has an unrecognized tax benefit, including accrued interest and penalties of approximately $ 4.1 million, which is included within the "Other liabilities" line item in the consolidated balance sheet. To the extent these unrecognized tax benefits are ultimately recognized, approximately $ 3.5 million will impact the Company's effective tax rate and $ 0.6 million will be offset by a valuation allowance in future periods.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

June 28, 2026 June 29, 2025 June 30, 2024

Beginning balance $ 2,760 $ 2,780 $ 1,724

Increases on tax positions for prior years 280 72 1,100

Increases on tax positions for current year 472 209 387

Settlements - ( 166 ) -

Statute of limitation expirations ( 210 ) ( 135 ) ( 431 )

Ending balance $ 3,302 $ 2,760 $ 2,780

A reconciliation of cash paid for income taxes, net of refunds received, is as follows:

U.S. federal $ ( 2,421 )

U.S. state and local

California (1) ( 135 )

Illinois (1) ( 176 )

Income taxes paid, net of refunds $ ( 2,576 )

(1) Income taxes paid (received) in this jurisdiction exceeded 5% of the total income taxes paid (received), net of refunds received.

and 4 more changes in the filing

Note 12: Commitments and contingencies 2 changes

The Company's purchase commitments consist primarily of inventory, equipment and technology (hardware and software) purchase orders made in the ordinary course of business, most of which have terms less than one year. As of June 28, 2026, the Company had fixed and determinable off-balance sheet purchase commitments with remaining terms in excess of one year of approxima tely $ 13.8 million , primarily related to the Company's technology infrastructure and inventory commitments.

The Company had approximately $ 3.1 million and $ 1.9 million in unused stand-by letters of credit as of June 28, 2026 and June 29, 2025, respectively.

1 unchanged paragraph

Note 13: Business segments 105 changes

The Company has determined it has three business segments, Consumer Floral & Gifts, BloomNet, and Gourmet Foods & Gift Baskets. These segments align with how operating results are reviewed by the Company's Chief Executive Officer, as Chief Operating Decision Maker to manage the business, assess performance and allocate resources, and further aligns with our product offerings.

• Consumer Floral & Gifts – this segment, which includes the operations of the 1-800-Flowers.com®, Personalization Mall®, and Things Remembered® brands, derives revenues 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.

Historically, the Company had three reportable segments: Consumer Floral & Gifts, BloomNet®, and Gourmet Foods & Gift Baskets. Effective June 29, 2026, the Company reassessed its segment reporting structure to reflect changes in how the Company's Chief Executive Officer, who serves as the CODM, manages the business, assesses performance, and allocates resources in accordance with ASC 280, Segment Reporting. As a result, the Company's operations were re-organized into the three following reportable segments: E-Commerce, Wholesale and Other, and BloomNet®. The revised segment structure aligns with the manner in which the CODM reviews the Company's operating results and allocates resources and more closely reflects the Company's channel strategy. Prior-period segment information presented herein has been recast to conform to the current reportable segment presentation to provide comparability between periods.

E-Commerce – this segment consists primarily of the Company's direct-to-consumer gifting business as operating through digital platforms, including Company-owned websites, third-party marketplaces, and other direct ordering channels.

Wholesale and Other – this segment consists primarily of wholesale distribution of gifting products to commercial customers for resale, as well as Company-operated retail stores and franchise operations.

1 unchanged paragraph

• Gourmet Foods & Gift Baskets – this segment includes the operations of Harry & David®, Wolferman's Bakery®, Cheryl's Cookies®, The Popcorn Factory®, 1-800-Baskets.com®/DesignPac®, Shari's Berries®, Vital Choice®, and Scharffen Berger®. Revenue is derived from the sale of gourmet fruits, cookies, baked gifts, premium chocolates and confections, gourmet popcorn, gift baskets, dipped berries, prime steaks, chops, and fish, through the Company's e-commerce sales channels (telephonic and online sales) and company-owned and operated retail stores under the Harry & David and Cheryl's Cookies brand names, as well as wholesale operations.

Year Ended June 28, 2026

Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Total

Net revenues $ 638,931 $ 96,832 $ 768,520 $ 1,504,283

Intercompany eliminations ( 1,021 )

Net revenues 1,503,511

Marketing and sales 186,262 15,348 193,660

Other segment items (b) 64,682 4,551 30,915

Segment contribution margin 573 26,930 47,994 75,497

Corporate expenses (c) 148,997

Operating loss ( 127,117 )

Interest income ( 1,857 )

Interest expense 16,959

1 unchanged paragraph

and 87 more changes in the filing

Note 15: Subsequent Events 22 changes

and 22 more changes in the filing

MD&A 316 changes

3 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

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1 unchanged paragraph

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2 unchanged paragraphs

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3 unchanged paragraphs

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and 316 more changes in the filing

Market risk 1 change

and 1 more change in the filing

Controls and procedures 23 changes

1 unchanged paragraph

2 unchanged paragraphs

and 23 more changes in the filing

Legal proceedings 2 changes

and 2 more changes in the filing

Risk factors 1 change

and 1 more change in the filing

Other information 1 change

and 1 more change in the filing

Exhibits 32 changes

and 32 more changes in the filing