1 800 FLOWERS COM INC 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of June 29, 2025. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have each concluded that the Company’s disclosure controls and procedures were effective as of June 29, 2025. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effectuated by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made in accordance with authorization of management and directors of the Company; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 41 Table of Contents Management, including the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of June 29, 2025. The Company’s independent registered public accounting firm, BDO USA, P.C., audited the effectiveness of the Company’s internal control over financial reporting as of June 29, 2025. BDO USA, P.C.’s report on the effectiveness of the Company’s internal control over financial reporting as of June 29, 2025 is set forth below. Limitations on Effectiveness of Controls and Procedures Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Changes in Internal Control Over Financial Reporting There was no change in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), during the three months ended June 29, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 42 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders 1-800-FLOWERS.COM, Inc. Jericho, NY Opinion on Internal Control over Financial Reporting We have audited 1-800-FLOWERS.COM, Inc.’s (the “Company’s”) internal control over financial reporting as of June 29, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 29, 2025, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 29, 2025 and June 30, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended June 29, 2025, and the related notes and schedule listed in the accompanying index and our report dated September 5, 2025, expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, P.C. Melville, New York September 5, 2025 43 Table of Contents Item 9B. OTHER INFORMATION Rule 10b5-1 Plans During the three months ended June 29, 2025, none of the directors or executive officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-rule 10b5-1 trading arrangement", as defined in Item 408 of Regulation S-K. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Item 10 of Part III with respect to directors, executive officers, audit committee, and audit committee financial experts of the Company and Section 16(a) beneficial ownership reporting compliance will be included in our Proxy Statement relating to our 2025 annual meeting of stockholders and is incorporated herein by reference. The Company maintains a Code of Business Conduct and Ethics, which is applicable to all directors, officers, and employees on the Investor Relations-Corporate Governance tab of the Company’s investor relations website (investor.1800flowers.com), which is also accessible through a link at the bottom of the main Company page at www.1800flowers.com. Any amendment or waiver to the Code of Business Conduct and Ethics that applies to our directors or executive officers will be posted on our website or in a report filed with the SEC on Form 8-K to the extent required by applicable law or the regulations of any exchange applicable to the Company. A copy of the Code of Business Conduct and Ethics is available without charge upon written request to: Investor Relations, 1-800-FLOWERS.COM, Inc., Two Jericho Plaza, Suite 200, Jericho, New York 11753. Item 11. EXECUTIVE COMPENSATION The information required by Item 11 of Part III will be included in our Proxy Statement relating to our 2025 annual meeting of stockholders and is incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 of Part III will be included in our Proxy Statement relating to our 2025 annual meeting of stockholders and is incorporated herein by reference. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 of Part III will be included in our Proxy Statement relating to our 2025 annual meeting of stockholders and is incorporated herein by reference. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by Item 14 of Part III will be included in our Proxy Statement relating to our 2025 annual meeting of stockholders and is incorporated herein by reference. 44 Table of Contents PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) Index to Consolidated Financial Statements: Page Report of Independent Registered Public Accounting Firm ( BDO USA, P.C .; Melville, NY ; PCAOB ID# 243 ) F- 1 Consolidated Balance Sheets as of June 29, 2025 and June 30, 2024 F- 3 Consolidated Statements of Operations and Comprehensive Income (Loss) for the y ears ended June 29, 2025, June 30, 2024 and July 2, 2023 F- 4 Consolidated Statements of Stockholders’ Equity for the years ended June 29 , 202 5 , Ju ne 30 , 202 4 and July 2 , 202 3 F- 5 Consolidated Statements of Cash Flows for the years ended June 29, 2025, June 30, 2024 and July 2, 2023 F- 6 Notes to Consolidated Financial Statements F- 7 (a) (2) Index to Financial Statement Schedule: Schedule II- Valuation and Qualifying Accounts F- 33 All other information and financial statement schedules are omitted because they are not applicable, or required, or because the required information is included in the consolidated financial statements or notes thereto. (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, 10.17, and 10.20 are management contracts or compensatory plans or arrangements. Exhibit Description *2.1 Equity Purchase Agreement dated as of February 14, 2020, by an among 1-800-Flowers.com, Inc., 800-Flowers, Inc. PersonalizationMall.com, LLC, and Bed Bath & Beyond Inc. (Current Report on Form 8-K filed on February 18, 2020, Exhibit 2.1) *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) 45 Table of Contents *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 O ctober 3, 2023 ) (Proxy Statement on Form 14(a) filed on October 30 , 202 3 , 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 Consulting Agreement, dated as of December 20, 2023, between 1-800-FLOWERS.COM, Inc., and Hanft Ideas LLC and Adam Hanft. (Quarterly Report on Form 10-Q filed on February 8, 2024, Exhibit 10.1) *10.17 Appointment Letter from 1-800-FLOWERS.COM, Inc. to Christopher G. McCann, dated December 31, 2023 (Current Report on Form 8-K filed on January 2, 2024, Exhibit 99.1) *10.18 First Amendment, dated as of January 28, 2025, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, to that certain Third Amended and Restated Credit Agreement, dated as of June 27, 2023 (Current Report on Form 8-K filed on January 30, 2025, Exhibit 10.1). *10.19 Second Amendment, dated as of May 8 , 2025, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiar y gu arantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A, as Administrative Agent, to that certain Third Amended and Restated Credit Agreement, dated as of June 27, 2023 (Current Report on Form 8-K filed on May 6 , 2025, Exhibit 10.1). *10.20 Offer Letter dated May 7, 2025, between Adolfo Villagomez and 1-800-FLOWERS.COM, Inc. (Current Report on Form 8-K filed on May 8, 2025, Exhibit 10.2). *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). 46 Table of Contents 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Document 101.PRE Inline XBRL Taxonomy Definition Presentation Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) _______________________ Item 16. FORM 10-K SUMMARY Not applicable. 47 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: September 5, 2025 1-800-FLOWERS.COM, Inc. By : /s/ Adolfo Villagomez Adolfo Villagomez Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated below: Dated: September 5, 2025 By : /s/ Adolfo Villagomez Adolfo Villagomez Chief Executive Officer (Principal Executive Officer) Dated: September 5, 2025 By : /s/ James Langrock James Langrock Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) Dated: September 5, 2025 By : /s/ Priscilla Kasenchak Priscilla Kasenchak Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer) Dated: September 5, 2025 By : /s/ James F. McCann James F. McCann Executive Chairman Dated: September 5, 2025 By : /s/ Christopher G. McCann Christopher G. McCann Director Dated: September 5, 2025 By : /s/ Celia R. Brown Celia R. Brown Director Dated: September 5, 2025 By : /s/ James A. Cannavino James A. Cannavino Director Dated: September 5, 2025 By : /s/ Dina M. Colombo Dina Colombo Director 48 Table of Contents Dated: September 5, 2025 By : /s/ Eugene F. DeMark Eugene F. DeMark Director Dated: September 5, 2025 By : /s/ Leonard J. Elmore Leonard J. Elmore Director Dated: September 5, 2025 By : /s/ Adam Hanft Adam Hanft Director Dated: September 5, 2025 By : /s/ Stephanie Redish Hofmann Stephanie Redish Hofmann Director Dated: September 5, 2025 By : /s/ Shelton Palmer Shelton Palmer Director Dated: September 5, 2025 By : /s/ Christina Shim Christina Shim Director Dated: September 5, 2025 By : /s/ Larry Zarin Larry Zarin Director 49 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders 1-800-FLOWERS.COM, Inc. Jericho, NY Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of 1-800-FLOWERS.COM, Inc. (the “Company”) as of June 29, 2025 and June 30, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended June 29, 2025, and the related notes and schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 29, 2025 and June 30, 2024, and the results of its operations and its cash flows for each of the three fiscal years in the period ended June 29, 2025, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 29, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated September 5, 2025 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Valuation of Indefinite-lived Intangible Asset – Personalization Mall Tradename As described in Note 2 and Note 7 to the consolidated financial statements, the Company’s consolidated balance for trademarks with indefinite lives was $86.7 million as of June 29, 2025. During its quarterly assessment in the third quarter of fiscal year 2025, the Company determined that an impairment assessment was required for its Personalization Mall F-1 Table of Contents 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 the fair value, the Company used an income approach, the relief-from-royalty method. This quarterly assessment resulted in the Company recording a non-cash impairment charge of $24.8 million. We identified the perpetual growth rate, discount rate, and royalty rate included in the relief-from-royalty method for the valuation of the Personalization Mall tradename during the third quarter of fiscal year 2025 as a critical audit matter. The principal considerations for our determination included the subjectivity and judgment required to determine the perpetual growth rate, discount rate and royalty rate. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed. The primary procedure we performed to address this critical audit matter included: • Utilizing personnel with specialized skills and knowledge in valuation to assist in evaluating the reasonableness of the perpetual growth rate, discount rate, and royalty rate. Valuation of Goodwill related to the Consumer Floral & Gifts Reporting Unit As described in Note 2 and Note 7 to the consolidated financial statements, the Company’s consolidated balance for Goodwill was $37.6 million as of June 29, 2025. For fiscal year 2025, the Company’s goodwill impairment assessment resulted in the recording of a non-cash impairment charge of $119.0 million to reduce the recorded carrying value of the Consumer Floral & Gifts reporting unit. The Company’s impairment test for its Consumer Floral & Gifts reporting unit encompassed calculating the fair value of the reporting unit and comparing that result to its carrying value. The Company estimated the fair value of the reporting unit using an equal weighting of the income approach and market approach. We identified the forecasted revenues, perpetual growth rate, and discount rate included in the valuation of the Consumer Floral & Gifts reporting unit during the fiscal year 2025 as a critical audit matter. The principal considerations for our determination included the subjectivity and judgment required to determine the forecasted revenues, perpetual growth rate, and discount rate. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed. The primary procedures we performed to address this critical audit matter included: • Utilizing personnel with specialized skills and knowledge in valuation to assist in evaluating the reasonableness of the perpetual growth rate and the discount rate. • Evaluating the reasonableness of forecasted revenues by: (i) comparing the actual results for the historical years to the forecasted revenues, (ii) considering whether any contradictory evidence existed by reviewing industry trends, and (iii) benchmarking revenue growth rates for the public guideline companies that management used for its assessment. /s/ BDO USA, P.C. We have served as the Company's auditor since 2014. Melville, NY September 5, 2025 F-2 Table of Contents 1-800-FLOWERS.COM, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands, except share data) June 29, 2025 June 30, 2024 Assets Current assets: Cash and cash equivalents $ 46,502 $ 159,437 Trade receivables, less allowances for credit losses of $ 2,440 and $ 2,757 , respectively 21,693 18,024 Inventories 177,127 176,591 Prepaid and other 37,405 31,680 Total current assets 282,727 385,732 Property, plant and equipment, net 215,596 223,789 Operating lease right-of-use assets 107,476 113,926 Goodwill 37,625 156,537 Trademarks with indefinite lives 86,673 111,473 Other intangibles, net 2,691 4,743 Other assets 39,829 36,448 Total assets $ 772,617 $ 1,032,648 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 74,581 $ 80,005 Accrued expenses 109,887 121,303 Current maturities of long-term debt 21,000 10,000 Current portion of long-term operating lease liabilities 15,918 16,511 Total current liabilities 221,386 227,819 Long-term debt, net 134,764 177,113 Long-term operating lease liabilities 99,644 105,866 Deferred tax liabilities, net 6,679 19,402 Other liabilities 41,862 36,106 Total liabilities 504,335 566,306 Commitments and contingencies (Note 16) Stockholders' equity: Preferred stock, $ 0.01 par value, 10,000,000 shares authorized, none issued - - Class A common stock, $ 0.01 par value, 200,000,000 shares authorized, 59,470,528 and 58,792,695 shares issued in 2025 and 2024, respectively 594 588 Class B common stock, $ 0.01 par value, 200,000,000 shares authorized, 32,348,221 shares issued in 2025 and 2024 323 323 Additional paid-in capital 411,280 399,165 Retained earnings 64,985 264,978 Accumulated other comprehensive loss ( 140 ) ( 127 ) Treasury stock, at cost, 22,919,849 and 21,645,290 Class A shares in 2025 and 2024, respectively, and 5,280,000 Class B shares in 2025 and 2024 ( 208,760 ) ( 198,585 ) Total stockholders’ equity 268,282 466,342 Total liabilities and stockholders’ equity $ 772,617 $ 1,032,648 See accompanying Notes to Consolidated Financial Statements. F-3 Table of Contents 1-800-FLOWERS.COM, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except per share data) Years Ended June 29, 2025 June 30, 2024 July 2, 2023 Net revenues $ 1,685,658 $ 1,831,421 $ 2,017,853 Cost of revenues (excludes depreciation and amortization) 1,033,386 1,096,668 1,260,327 Gross profit 652,272 734,753 757,526 Operating expenses: Marketing and sales 480,439 485,016 500,840 Technology and development 62,279 60,235 60,691 General and administrative 116,926 118,060 112,747 Depreciation and amortization 53,618 53,752 53,673 Goodwill impairment 119,023 — 62,287 Intangible impairment 24,800 19,762 2,299 Total operating expenses 857,085 736,825 792,537 Operating loss ( 204,813 ) ( 2,072 ) ( 35,011 ) Interest income ( 3,380 ) ( 6,680 ) ( 3,104 ) Interest expense 15,438 17,303 14,050 Other expense (income), net ( 3,514 ) ( 6,793 ) 805 Loss before income taxes ( 213,357 ) ( 5,902 ) ( 46,762 ) Income tax (benefit) expense ( 13,364 ) 203 ( 2,060 ) Net loss ( 199,993 ) ( 6,105 ) ( 44,702 ) Other comprehensive (loss) income - currency translation ( 13 ) 43 41 Comprehensive loss $ ( 200,006 ) $ ( 6,062 ) $ ( 44,661 ) Basic net loss per common share $ ( 3.13 ) $ ( 0.09 ) $ ( 0.69 ) Diluted net loss per common share $ ( 3.13 ) $ ( 0.09 ) $ ( 0.69 ) Weighted average shares used in the calculation of net loss per common share: Basic 63,807 64,586 64,688 Diluted 63,807 64,586 64,688 See accompanying Notes to Consolidated Financial Statements. F-4 Table of Contents 1-800-FLOWERS.COM, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity Years ended June 29, 2025, June 30, 2024, and July 2, 2023 (in thousands, except share data) Common Stock Additional Paid-in Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Loss Total Stockholders’ Equity Class A Class B Treasury Stock Shares Amount Shares Amount Shares Amount Balance at July 3, 2022 57,706,389 $ 577 32,529,614 $ 325 $ 379,885 $ 315,785 $ ( 211 ) 25,698,396 $ ( 186,952 ) $ 509,409 Net loss - - - - - ( 44,702 ) - - - ( 44,702 ) Translation adjustment - - - - - - 41 - - 41 Stock-based compensation 385,965 4 - - 8,330 - - - - 8,334 Conversion of Class B stock into Class A stock 181,393 2 ( 181,393 ) ( 2 ) - - - - - - Acquisition of Class A treasury stock - - - - - - - 147,479 ( 1,239 ) ( 1,239 ) Balance at July 2, 2023 58,273,747 $ 583 32,348,221 $ 323 $ 388,215 $ 271,083 $ ( 170 ) 25,845,875 $ ( 188,191 ) $ 471,843 Net loss - - - - - ( 6,105 ) - - - ( 6,105 ) Translation adjustment - - - - - - 43 - - 43 Stock-based compensation 480,708 5 - - 10,683 - - - - 10,688 Exercise of stock options 38,240 - - - 329 - - - - 329 Acquisition of Class A treasury stock - - - - ( 62 ) - - 1,079,415 ( 10,394 ) ( 10,456 ) Balance at June 30, 2024 58,792,695 $ 588 32,348,221 $ 323 $ 399,165 $ 264,978 $ ( 127 ) 26,925,290 $ ( 198,585 ) $ 466,342 Net loss - - - - - ( 199,993 ) - - - ( 199,993 ) Translation adjustment - - - - - - ( 13 ) - - ( 13 ) Stock-based compensation 645,090 6 - - 11,885 - - - - 11,891 Exercise of stock options 32,743 - - - 281 - - - - 281 Acquisition of Class A treasury stock - - - - ( 51 ) - - 1,274,559 ( 10,175 ) ( 10,226 ) Balance at June 29, 2025 59,470,528 $ 594 32,348,221 $ 323 $ 411,280 $ 64,985 $ ( 140 ) 28,199,849 $ ( 208,760 ) $ 268,282 See accompanying Notes to Consolidated Financial Statements. F-5 Table of Contents 1-800-FLOWERS.COM, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands) Years Ended June 29, 2025 June 30, 2024 July 2, 2023 Operating activities: Net loss $ ( 199,993 ) $ ( 6,105 ) $ ( 44,702 ) Reconciliation of net loss to net cash (used in) provided by operating activities, net of acquisitions: Goodwill and intangible impairment 143,823 19,762 64,586 Depreciation and amortization 53,618 53,752 53,673 Amortization of deferred financing costs 866 724 1,834 Deferred income taxes ( 12,723 ) ( 11,732 ) ( 4,608 ) Bad debt expense 674 251 3,991 Stock-based compensation 11,891 10,688 8,334 Other non-cash items 2,013 310 95 Changes in operating items, net of acquisitions: Trade receivables ( 4,284 ) 2,143 ( 597 ) Inventories 756 14,572 57,591 Prepaid and other ( 5,682 ) 2,913 12,554 Accounts payable and accrued expenses ( 16,997 ) 6,404 ( 38,623 ) Other assets and other liabilities ( 325 ) 1,317 1,223 Net cash (used in) provided by operating activities ( 26,363 ) 94,999 115,351 Investing activities: Acquisitions, net of cash acquired ( 3,000 ) ( 3,672 ) ( 6,151 ) Capital expenditures ( 41,463 ) ( 38,632 ) ( 44,646 ) Purchase of equity investments - - ( 32 ) Net cash used in investing activities ( 44,463 ) ( 42,304 ) ( 50,829 ) Financing activities: Acquisition of treasury stock ( 10,175 ) ( 10,394 ) ( 1,239 ) Proceeds from exercise of employee stock options 281 329 - Proceeds from bank borrowings 110,000 82,000 395,900 Repayment of bank borrowings ( 140,000 ) ( 92,000 ) ( 360,900 ) Debt issuance costs ( 2,215 ) - ( 2,941 ) Net cash (used in) provided by financing activities ( 42,109 ) ( 20,065 ) 30,820 Net change in cash and cash equivalents ( 112,935 ) 32,630 95,342 Cash and cash equivalents: Beginning of year 159,437 126,807 31,465 End of year $ 46,502 $ 159,437 $ 126,807 Supplemental Cash Flow Information: - Interest paid amounted to $ 14.4 million, $ 16.3 million, and $ 12.8 million for the years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively. - The Company paid income taxes of approxi mately $ 1.6 million and $ 8.0 million, net of tax refunds, for the years ended June 29, 2025 and June 30, 2024, r espectively, and received refunds of approximately $ 8.8 million , net of tax payments, for the year ended July 2, 2023. See accompanying Notes to Consolidated Financial Statements. F-6 Table of Contents 1-800-FLOWERS.COM, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 1. Description of Business 1-800-FLOWERS.COM, Inc. and its subsidiaries (collectively, the "Company") is a leading provider of gifts designed to help inspire customers to share more, connect more, and build more and better relationships. The Company’s e-commerce business platform features our all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s Cookies®, Harry & David®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®, Things Remembered®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery®, Vital Choice®, Scharffen Berger® and Simply Chocolate®. Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service charge on eligible products across our portfolio of brands, the Company strives to deepen relationships with customers. The Company also operates BloomNet®, an international floral and gift industry service provider offering a broad range of products and services designed to help its members grow their businesses profitably; Napco℠, a resource for floral gifts and seasonal décor; DesignPac Gifts, LLC, a manufacturer of gift baskets and towers; Alice’s Table®, a lifestyle business offering fully digital on demand floral, culinary and other experiences to guests across the country; and Card Isle®, an e-commerce greeting card service. Note 2. Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of 1800-FLOWERS.COM, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s net revenues from international sources were not material during fiscal years 2025, 2024 and 2023. Fiscal Year The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to June 30. Fiscal years 2025, 2024, and 2023, which ended on June 29, 2025, June 30, 2024, and July 2, 2023, respectively, each consisted of 52 weeks. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of demand deposits with banks, highly liquid money market funds, United States government securities, overnight repurchase agreements and commercial paper with maturities of three months or less when purchased. Inventories Inventories are valued at the lower of cost or net realizable value. Inventories are accounted for using a standard costing methodology, which approximates cost on a first-in, first-out basis. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed using the straight-line method over the assets’ estimated useful lives. Amortization of leasehold improvements and capital leases is computed using the straight-line method over the shorter of the estimated useful lives or the initial lease terms. The Company capitalizes certain internal and external costs incurred to acquire or develop internal-use software. Capitalized software costs are amortized on a straight-line basis over the estimated useful life of the software. Orchards in production, consisting of direct labor and materials, supervision and other items, are capitalized as part of capital projects in progress until the orchards produce fruit in commercial quantities, at which time they are reclassified to orchards in production. Estimated useful lives are periodically reviewed, and where appropriate, changes are made prospectively. F-7 Table of Contents The Company’s property, plant and equipment are depreciated using the following estimated lives: Building and building improvements (years) 10 - 40 Leasehold improvements (years) 3 - 10 Furniture, fixtures and production equipment (years) 3 - 20 Software (years) 3 - 5 Computer and telecommunication equipment (years) 3 - 5 Orchards in production and land improvements (years) 15 - 45 Property, plant and equipment are reviewed for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in each business combination, with the carrying value of the Company’s goodwill allocated to its reporting unit, in accordance with the acquisition method of accounting. Goodwill is not amortized, but it is subject to an annual assessment for impairment, which the Company performs during the fourth quarter, or more frequently if events occur or circumstances change such that it is more likely than not that an impairment may exist. The Company tests goodwill for impairment at the reporting unit level. The Company identifies its reporting units by assessing whether the components of its operating segments constitute businesses for which discrete financial information is available and management of each reporting unit regularly reviews the operating results of those components. In applying the goodwill impairment test, the Company has the option to perform a qualitative test (also known as “Step 0”) or a quantitative test (“Step 1”). Under the Step 0 test, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit and other entity and reporting unit specific events. If after assessing these qualitative factors, the Company determines it is “more-likely-than-not” that the fair value of the reporting unit is less than the carrying value, then performing the Step 1 quantitative test is necessary. Step 1 of the quantitative test requires comparison of the fair value of each of the reporting units to the respective carrying value. If the carrying value of the reporting unit is less than the fair value, no impairment exists. Otherwise, the Company would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. The Company generally estimates the fair value of a reporting unit using an equal weighting of the income and market approaches. The Company uses industry accepted valuation models and set criteria that are reviewed and approved by various levels of management. Under the income approach, the Company uses a discounted cash flow methodology, which requires management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, working capital cash flow, perpetual growth rates, and long-term discount rates, among others. For the market approach, the Company uses the guideline public company method. Under this method, the Company utilizes information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, to create valuation multiples that are applied to the operating performance of the reporting unit being tested, in order to obtain their respective fair values. The Company also reconciles the aggregate fair values of its reporting units determined in the first step (as described above) to its current market capitalization. During its quarterly assessment in the third quarter of fiscal 2023, the Company concluded that a triggering event had occurred for its Gourmet Foods & Gift Baskets reporting unit. As such, the Company performed a Step 1 analysis of the reporting unit’s goodwill, intangibles and long-lived assets as of April 2, 2023, and fully impaired the related goodwill, and partially impaired certain tradenames within the reporting unit. The Company concluded that the definite-lived and other long-lived assets of the reporting unit were not impaired. As part of its annual impairment testing date during the fourth quarter of fiscal 2023, the Company completed a step 0 analysis of its Consumer Floral & Gifts reporting unit, the only reporting unit with goodwill at the time, and concluded that it was not "more likely than not" that the fair value of its reporting unit was less than its carrying value. F-8 Table of Contents As of its annual impairment testing date during the fourth quarter of fiscal 2024, the Company completed a step 0 analysis of its Consumer Floral & Gifts and BloomNet reporting units, the only reporting units with goodwill at the time, and concluded that it was not "more likely than not" that the fair values of its reporting units were less than their carrying values. During its quarterly assessment in the third quarter of fiscal 2025, the Company concluded that a triggering event had occurred for its Consumer Floral & Gifts reporting unit. As such, the Company performed a Step 1 analysis of the reporting unit’s goodwill, intangibles and long-lived assets as of March 30, 2025, and partially impaired the related goodwill, and Personalization Mall tradename within the reporting unit. The Company concluded that the 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 2025, the Company completed a step 0 analysis of its Consumer Floral & Gifts, 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. See Note 7 – Goodwill and Other Intangibles, Net for further information. Other Intangibles, net Other intangibles consist of definite-lived intangible assets (such as investment in licenses, customer lists, and others) and indefinite-lived intangible assets (such as acquired tradenames and trademarks). The cost of definite-lived intangible assets is amortized to reflect the pattern of economic benefits consumed, over the estimated periods benefited, ranging from 3 to 16 years, while indefinite-lived intangible assets are not amortized. Definite-lived intangibles are reviewed for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. When such events or changes in circumstances occur, a recoverability test is performed comparing projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying value. If the projected undiscounted cash flows are less than the carrying value, then an impairment charge would be recorded for the excess of the carrying value over the fair value, which is determined by discounting future cash flows. The Company tests indefinite-lived intangible assets for impairment at least annually, during the fourth quarter, or whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. In applying the impairment test, the Company has the option to perform a qualitative test (also known as “Step 0”) or a quantitative test. Under the Step 0 test, the Company assesses qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. Qualitative factors may include, but are not limited to economic conditions, industry and market considerations, cost factors, financial performance, legal and other entity and asset specific events. If, after assessing these qualitative factors, the Company determines it is “more-likely-than-not” that the indefinite-lived intangible asset is impaired, then performing the quantitative test is necessary. The quantitative impairment test for indefinite-lived intangible assets encompasses calculating a fair value of an indefinite-lived intangible asset and comparing the fair value to its carrying value. If the carrying value exceeds the fair value, impairment is recognized for the difference. To determine fair value of other indefinite-lived intangible assets, the Company uses an income approach, the relief-from-royalty method. This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset. Other indefinite-lived intangible assets’ fair values require significant judgments in determining both the assets’ estimated cash flows, including the perpetual growth rate, as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value. As noted in the Goodwill section above, during the third quarter of fiscal 2023, the Company concluded that a triggering event had occurred within its Gourmet Foods & Gift Baskets reporting unit and, as such, performed an impairment test of the indefinite-lived intangibles, which resulted in a partial impairment of certain tradenames within the reporting unit. During the fourth quarter of fiscal 2023, the Company performed a Step 0 analysis 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 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. This assessment resulted in a partial impairment of this tradename. F-9 Table of Contents During the fourth quarter of fiscal 2024, the Company performed a Step 0 analysis for its indefinite-lived intangible assets, excluding its Personalization Mall tradename, 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. 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 amount. As noted in the Goodwill section above, during the third quarter of fiscal 2025, the Company concluded that a triggering event had occurred within its Consumer Floral & Gifts reporting unit and, as such, performed an impairment test of the indefinite-lived intangibles, which resulted in a partial impairment of the Personalization Mall tradename within the reporting unit. During the fourth quarter of fiscal 2025, the Company performed a Step 0 analysis for 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. See Note 7 – Goodwill and Other Intangibles, Net for further information. Business Combinations The Company accounts for business combinations in accordance with Accounting Standards Codification ("ASC") Topic 805, which requires, among other things, the acquiring entity in a business combination to recognize the fair value of all the assets acquired and liabilities assumed; the recognition of acquisition-related costs in the consolidated results of operations; the recognition of restructuring costs in the consolidated results of operations for which the acquirer becomes obligated after the acquisition date; and contingent purchase consideration to be recognized at their fair values on the acquisition date with subsequent adjustments recognized in the consolidated results of operations. The fair values assigned to identifiable intangible assets acquired are determined primarily by using an income approach, which is based on assumptions and estimates made by management. Significant assumptions utilized in the income approach are based on company specific information and projections that are not observable in the market and are therefore considered Level 3 measurements. The excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. Operating results of the acquired entity are reflected in the Company’s consolidated financial statements from date of acquisition. Deferred Catalog Costs The Company capitalizes the costs of producing and distributing its catalogs and expenses them upon mailing. Included within prepaid and other current assets were $ 2.1 million and $ 1.5 million at June 29, 2025 and June 30, 2024, respectively, relating to prepaid catalog expenses. Investments Equity investments without a readily determinable fair value Investments in non-marketable equity instruments of private companies, where the Company does not possess the ability to exercise significant influence, are accounted for at cost, less impairment (assessed qualitatively at each reporting period), adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. These investments are included within “Other assets” in the Company’s consolidated balance sheets. The aggregate carrying amount of the Company’s cost method investments was $ 0.4 million as of June 29, 2025 and $ 2.4 million as of June 30, 2024. Equity investments with a readily determinable fair value The Company also holds certain trading securities associated with its Non-Qualified Deferred Compensation Plan (“NQDC Plan”). These investments are measured using quoted market prices at the reporting date and are included within the “Other assets” line item in the consolidated balance sheets (see Note 11 - Fair Value Measurements ). F-10 Table of Contents Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with high quality financial institutions, although bank deposits, at times, may exceed federally insured limits. Concentration of credit risk with respect to accounts receivable is limited due to the Company's large number of customers and their dispersion throughout the United States, and the fact that a substantial portion of receivables are related to balances owed by major credit card companies. Allowances for credit losses relating to consumer, corporate and franchise accounts receivable ( $ 2.4 million at June 29, 2025 and $ 2.8 million at June 30, 2024) have been recorded based upon previous experience and management’s evaluation. Revenue Recognition Net revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Service and outbound shipping charged to customers are recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Net revenues exclude sales and other similar taxes collected from customers. A description of our principal revenue generating activities is as follows: - E-commerce revenues - consumer products sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment. - Retail revenues - consumer products sold through our retail stores. Revenue is recognized when control of the goods is transferred to the customer at the point of sale, at which time payment is received. - Wholesale revenues - products sold to our wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms are typically 30 days from the date control over the product is transferred to the customer. - BloomNet services - membership fees as well as other service offerings to florists. Membership and other subscription-based fees are recognized monthly as earned. Services revenues related to orders sent through the floral network are variable, based on either the number of orders or the value of orders, and are recognized in the period in which the orders are delivered. The contracts within BloomNet services are typically month-to-month and, as a result, no consideration allocation is necessary across multiple reporting periods. Payment is typically due less than 30 days from the date the services were performed. See Note 17 - Business Segments for additional information on disaggregated revenue. Deferred Revenues Deferred revenues are recorded when the Company has received consideration (i.e., advance payment) before satisfying its performance obligations. As such, customer orders are recorded as deferred revenue prior to shipment or rendering of product or services. Deferred revenues primarily relate to e-commerce orders placed, but not shipped, prior to the end of the fiscal period, as well as for subscription programs, including our various food, wine, and plant-of-the-month clubs and our Celebrations Passport® program. Our total deferred revenue, included in "Accrued expenses" on our consolidated balance sheets, as of July 3, 2022, was $ 33.7 million, of which $ 33.1 million was recognized during the year ended July 2, 2023. Our total deferred revenue, as of July 2, 2023, was $ 30.8 million, of which $ 30.2 million was recognized during the year ended June 30, 2024. Our total deferred revenue as of June 30, 2024 was $ 25.0 million of which, $ 24.4 million was recognized as revenue during the year ended June 29, 2025. The deferred revenue balance as of June 29, 2025 was $ 23.7 million. Cost of Revenues Cost of revenues consists primarily of florist fulfillment costs (fees paid directly to florists), the cost of floral and non-floral merchandise sold from inventory or through third parties, and associated costs, including inbound and outbound shipping charges. Additionally, cost of revenues includes labor and facility costs related to manufacturing and production operations. F-11 Table of Contents Marketing and Sales Marketing and sales expense consists primarily of advertising expenses, catalog costs, online portal and search expenses, retail store and fulfillment operations (other than costs included in cost of revenues), and customer service center expenses, as well as the operating expenses of the Company’s departments engaged in marketing, selling and merchandising activities. The Company expenses all advertising costs, with the exception of catalog costs (see Deferred Catalog Costs above), at the time the advertisement is first shown. Advertising expense (including general advertising, catalog costs, and online portal and search expenses) was $ 286.4 million, $ 283.6 million and $ 291.9 million for the years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively. Technology and Development Technology and development expense consists primarily of payroll and operating expenses of the Company’s information technology group, costs associated with its websites, including hosting, content development and maintenance and support costs related to the Company’s order entry, customer service, fulfillment and database systems. Costs associated with the acquisition or development of software for internal use are capitalized if the software is expected to have a useful life beyond one year and amortized over the software’s useful life, typically three to five years . Costs associated with repair maintenance, or the development of website content are expensed as incurred, as the useful lives of such software modifications are less than one year. Stock-Based Compensation The Company records compensation expense associated with restricted stock awards and other forms of equity compensation based upon the fair value of stock-based awards as measured at the grant date. The cost associated with share-based awards that are subject solely to time-based vesting requirements is recognized over the awards’ service period for the entire award on a straight-line basis. The cost associated with performance-based equity awards is recognized for each tranche over the service period, based on an assessment of the likelihood that the applicable performance goals will be achieved. Derivatives and Hedging The Company does not enter into derivative transactions for trading purposes, but rather, on occasion, to manage its exposure to interest rate fluctuations. When entering into these transactions, the Company has periodically managed its floating rate debt using interest rate swaps in order to reduce its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. The Company did not have any open derivative positions at June 29, 2025 and June 30, 2024. Income Taxes The Company uses the asset and liability method to account for income taxes. The Company has established deferred tax assets and liabilities for temporary differences between the financial reporting bases and the income tax bases of its assets and liabilities at enacted tax rates expected to be in effect when such assets or liabilities are realized or settled. The Company also has net operating loss carryforwards and credit carryforwards in multiple jurisdictions and has recognized deferred assets for those losses and credits. The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. In completing this evaluation, the Company considers available positive and negative evidence. Such evidence includes historical operating results, the existence of cumulative earnings and losses in the most recent fiscal years, taxable income in prior carryback year(s) if permitted under the tax law, the time period over which our temporary differences will reverse, the implementation of feasible and prudent tax planning strategies, and expectations for future pre-tax operating income. Estimating future taxable income is inherently uncertain and requires judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of this evidence, it is more likely than not that all or a portion of the recorded deferred tax assets will not be realized in future periods. F-12 Table of Contents The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements on a particular tax position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The amount of unrecognized tax benefits (“UTBs”) is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. We recognize both accrued interest and penalties, where appropriate, related to UTBs in income tax expense. Assumptions, judgment and the use of estimates are required in determining if the “more likely than not” standard has been met when developing the provision for income taxes. Net Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing the net income during the period by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing the net income during the period by the sum of the weighted-average number of common shares outstanding during the period and the potential dilutive common shares (consisting of employee stock options and unvested restricted stock awards). Diluted net loss per common share is computed using the weighted-average number of common shares outstanding during the period and excludes the dilutive potential common shares (consisting of unvested restricted stock awards), as their inclusion would be antidilutive. As a result of the net loss for the years ended June 29, 2025, June 30, 2024 , and July 2, 2023, there is no dilutive impact to the net loss per share calculation. Recently Issued Accounting Pronouncements - Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . ASU 2023-07 requires enhanced disclosures about significant segment expenses, includes enhanced interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 is to be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this standard in the fourth quarter of fiscal 2025. See Note 17 - Business Segments for the additional disclosures required per this standard. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 requires the disclosure of additional information with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes and requires greater detail about significant reconciling items in the reconciliation. Additionally, the amendment requires disaggregated information pertaining to taxes paid, net of refunds received, for federal, state, and foreign income taxes. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . ASU 2024-03 requires enhanced disclosures about a business entity's expenses, includes enhanced interim disclosure requirements, and requires additional disclosure about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures. F-13 Table of Contents Note 3 – Net Loss Per Common Share The following table sets forth the computation of basic and diluted net loss: Years Ended June 29, 2025 June 30, 2024 July 2, 2023 (in thousands, except per share data) Numerator: Net loss $ ( 199,993 ) $ ( 6,105 ) $ ( 44,702 ) Denominator: Weighted average shares outstanding 63,807 64,586 64,688 Adjusted weighted-average shares and assumed conversions 63,807 64,586 64,688 Net loss per common share: Basic $ ( 3.13 ) $ ( 0.09 ) $ ( 0.69 ) Diluted $ ( 3.13 ) $ ( 0.09 ) $ ( 0.69 ) Due to our net loss for the fiscal years ended June 29, 2025, June 30, 2024, and July 2, 2023, 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 - St ock Based Compensation for further information on outstanding stock options and non-vested restricted stock. Note 4. Acquisitions Acquisition of Scharffen Berger® On July 1, 2024, the Company completed its acquisition of certain assets of Scharffen Berger®, a chocolate manufacturing company, expanding the Company's product offerings in the Gourmet Foods & Gift Baskets segment. The Company used cash on hand to fund the purchase. The total consideration of $ 3.3 million was primarily allocated to the identifiable assets acquired and liabilities assumed based on the estimates of their fair values on the acquisition date. During the quarter ended March 30, 2025, the Company finalized its purchase price allocation, and the consideration transferred was allocated to property, plant and equipment of $ 2.0 million, inventory of $ 1.3 million, and goodwill of $ 0.1 million (deductible for income tax purposes), partially offset by net liabilities of $ 0.1 million. Scharffen Berger annual revenues and results of operations, based on its most recently available financial information, are deemed immaterial to the Company's consolidated financial statements and, as such, pro forma results of operations have not been presented. Acquisition of Card Isle On April 3, 2024, the Company, within its BloomNet segment, completed its acquisition of certain assets of Card Isle, an e-commerce greeting card company, expanding the Company’s presence in the greeting card category across all brands. The Company used cash on hand to fund the purchase. The total consideration of $ 3.6 million was allocated to the identifiable assets acquired and liabilities assumed based on the estimates of their fair values on the acquisition date. During the quarter ended December 29, 2024, the Company finalized its purchase price allocation, and the consideration transferred was allocated to goodwill of $ 3.0 million (deductible for income tax purposes) and artist contracts of $ 0.6 million ( 5 -year life). Card Isle annual revenues and results of operations, based on its most recently available financial information, are deemed immaterial to the Company's consolidated financial statements and, as such, pro forma results of operations have not been presented. F-14 Table of Contents Acquisition of Things Remembered On January 10, 2023, the Company completed its acquisition of certain assets of the Things Remembered brand, a provider of personalized gifts, whose operations have been integrated within the PersonalizationMall.com brand, in the Consumer Floral & Gifts segment. The Company used cash on hand to fund the $ 5.0 million purchase, which included the intellectual property, customer list, certain inventory, and equipment. The acquisition did not include Things Remembered retail stores. Things Remembered’s annual revenues from its e-commerce operations, based on its most recently available unaudited financial information was $ 30.4 million for the twelve months ended November 30, 2022. The total consideration of $ 5.0 million was preliminarily allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values, as a result of information that was available as of the date of acquisition. During the quarter ended December 31, 2023, the Company finalized its purchase price allocation, resulting in immaterial adjustments to the preliminary carrying value of the respective recorded assets and the residual amount that was allocated to goodwill. The consideration transferred was allocated to goodwill of $ 1.9 million (deductible for income tax purposes), trademarks of $ 0.8 million (indefinite life), customer lists of $ 0.8 million ( 3 -year life), inventory of $ 1.1 million, and equipment of $ 0.4 million. Operating results of the Things Remembered business are reflected in the Company’s consolidated financial statements from the date of acquisition within the Consumer Floral & Gifts segment. Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results was not material. Note 5. Inventory The Company’s inventory, valued at the lower of cost or net realizable value, includes purchased and manufactured finished goods for sale, packaging supplies, crops, raw material ingredients for manufactured products and associated manufacturing labor, and is classified as follows: June 29, 2025 June 30, 2024 (in thousands) Finished goods $ 99,703 $ 94,590 Work-in-process 19,256 25,849 Raw materials 58,168 56,152 Total inventory $ 177,127 $ 176,591 Note 6. Property, Plant and Equipment, Net June 29, 2025 June 30, 2024 (in thousands) Land $ 33,811 $ 33,827 Orchards in production and land improvements 21,539 20,604 Building and building improvements 70,479 69,089 Leasehold improvements 31,866 31,289 Production equipment 135,213 131,664 Furniture and fixtures 9,517 9,325 Computer and telecommunication equipment 41,378 42,159 Software 208,960 176,160 Capital projects in progress 13,313 23,172 Property, plant and equipment, gross 566,076 537,289 Accumulated depreciation and amortization ( 350,480 ) ( 313,500 ) Property, plant and equipment, net $ 215,596 $ 223,789 F-15 Table of Contents Depreciation expense for the years ended June 29, 2025, June 30, 2024, and July 2, 2023 was $ 51.6 million, $ 49.3 million, and $ 49.5 million, respectively. Note 7. Goodwill and Other Intangibles, Net The following table presents goodwill by segment and the related change in the net carrying amount: Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Total (in thousands) Balance at July 2, 2023 (a) $ 153,376 $ - $ - $ 153,376 Measurement period adjustment for Things Remembered 201 - - 201 Acquisition of Card Isle - 2,960 - 2,960 Balance at June 30, 2024 (a) $ 153,577 $ 2,960 $ - $ 156,537 Acquisition of Scharffen Berger - - 111 111 Impairment ( 119,023 ) - - ( 119,023 ) Balance at June 29, 2025 (b) $ 34,554 $ 2,960 $ 111 $ 37,625 (a) The total carrying value of goodwill is reflected net of $ 133.4 million of accumulated impairment charges related to the Gourmet Foods & Gift Baskets reporting unit. (b) 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. The Company’s other intangible assets, net consist of the following: June 29, 2025 June 30, 2024 Amortization Period (1) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net (in years) (in thousands) Intangible assets with determinable lives Investment in licenses 14 - 16 $ 7,420 $ 6,780 $ 640 $ 7,420 $ 6,674 $ 746 Customer lists 3 - 10 29,647 27,818 1,829 29,647 25,932 3,715 Other 5 - 14 2,946 2,724 222 2,946 2,664 282 Total intangible assets with determinable lives 40,013 37,322 2,691 40,013 35,270 4,743 Trademarks with indefinite lives 86,673 - 86,673 111,473 - 111,473 Total identifiable intangible assets $ 126,686 $ 37,322 $ 89,364 $ 151,486 $ 35,270 $ 116,216 F-16 Table of Contents (1) The amortization of intangible assets for the years ended June 29, 2025, June 30, 2024 and July 2, 2023 was $ 2.0 million, $ 4.4 million and $ 4.2 million, respectively. Future estimated amortization expense is as follows: 2026 - $ 1.4 million, 2027 - $ 0.6 million, 2028 -$ 0.3 million, 2029 -$ 0.2 million, 2030 -$ 0.1 million, and thereafter -$ 0.1 million. During the third quarter of fiscal 2023, due to adverse macroeconomic conditions, a sustained decline in the Company’s market capitalization, and downward adjustments to its business forecast, the Company concluded that a triggering event had occurred that required an interim impairment assessment of the goodwill, intangibles and other long-lived assets of the Gourmet Foods & Gift Baskets reporting unit as of April 2, 2023. Based on the impairment assessment performed during the quarter ended April 2, 2023, the Company recorded a non-cash goodwill and intangible impairment charge against its Gourmet Foods & Gift Baskets reporting unit of $ 64.6 million, comprised of $ 62.3 million, which was attributable to goodwill, and $ 2.3 million, which was attributable to certain tradenames within the same reporting unit. The Company concluded that the 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 2023, the Company completed a step 0 analysis of its Consumer Floral & Gifts reporting unit, the only reporting unit with goodwill at that time, and its indefinite-lived intangibles and concluded that it was not “more likely than not” that the fair values were less than their carrying values. 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, 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. 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, working capital cash flow, 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. F-17 Table of Contents 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 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. Additional Goodwill and Indefinite-Lived Intangible Asset Considerations Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of goodwill and 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 estimated future annual net cash flows, income tax considerations, discount rates, long-term growth rates, royalty rates, and other market factors. If current expectations of future growth rates and margins are not met, if market factors outside of our control change, such as discount rates, market capitalization, income tax rates, or inflation, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then goodwill or indefinite-lived intangible assets might become impaired in the future. As described above, goodwill for the Company’s Consumer Floral & Gifts reporting unit and the Company’s Personalization Mall tradename were impaired during the quarter ended March 30, 2025 and were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the impairment test date, resulting in a risk of future impairments if any assumptions (including changes in segments), estimates, or market factors change in the future. Note 8. Leases The Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through fiscal 2036. While most lease agreements are of a long-term nature (over a year), 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. At contract inception, the Company determines whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time, by assessing whether the Company has the right to obtain substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset. 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 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. F-18 Table of Contents 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 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 is as follows: Years Ended June 29, 2025 June 30, 2024 (in thousands) Lease costs: Operating lease costs $ 23,993 $ 22,775 Variable lease costs 26,924 26,326 Short-term lease cost 3,920 4,144 Sublease income ( 830 ) ( 999 ) Total lease costs $ 54,007 $ 52,246 Years Ended June 29, 2025 June 30, 2024 (in thousands) Cash paid for amounts included in measurement of operating lease liabilities $ 24,359 $ 22,699 Right-of-use assets obtained in exchange for new operating lease liabilities $ 12,052 $ 6,799 June 29, 2025 June 30, 2024 Weighted-average remaining lease term - operating leases (in years) 7.4 7.9 Weighted-discount rate - operating leases 4.7 % 4.3 % Maturities of lease liabilities in accordance with ASC 842 as of June 29, 2025 and reconciliation to the consolidated balance sheet are as follows (in thousands): 2026 $ 20,910 2027 19,862 2028 18,868 2029 17,946 2030 14,965 Thereafter 44,885 Total future minimum lease payments 137,436 Less: Imputed remaining interest 21,874 Total operating lease liabilities 115,562 Less: Current portion of long-term operating lease liabilities 15,918 Long-term operating lease liabilities $ 99,644 F-19 Table of Contents Note 9. Accrued Expenses Accrued expenses consists of the following: June 29, 2025 June 30, 2024 (in thousands) Payroll and employee benefits $ 23,385 $ 29,954 Deferred revenue 23,710 25,009 Accrued marketing expenses 11,116 10,709 Accrued florist payout 9,615 9,526 Accrued purchases 12,438 15,338 Other 29,623 30,767 Accrued expenses $ 109,887 $ 121,303 Note 10. Long-Term Debt, Net The Company’s current and long-term debt, net consists of the following: June 29, 2025 June 30, 2024 (in thousands) Revolving credit facility $ - $ - Term loan 160,000 190,000 Deferred financing costs ( 4,236 ) ( 2,887 ) Total debt 155,764 187,113 Less: current maturities of long-term debt 21,000 10,000 Long-term debt, net $ 134,764 $ 177,113 On June 27, 2023, the Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Third Amended and Restated Credit Agreement (the “Third Restated Credit Agreement”). The Third Restated Credit Agreement amended and restated the Company’s Second Amended and Restated Credit Agreement, dated as of May 31, 2019 (as amended by the First Amendment, dated as of August 20, 2020, the Second Amendment, dated as of November 8, 2021, and the Third Amendment, dated as of August 29, 2022). The Third Restated Credit Agreement, among other modifications: (i) increased the amount of the outstanding term loan (“Term Loan”) to $ 200.0 million, (ii) decreased the amount of the commitments in respect of the revolving credit facility to $ 225.0 million, subject to a seasonal reduction to an aggregate amount of $ 125.0 million for the period from January 1 to August 1 of each year, (iii) extended the maturity date of the outstanding Term Loan and the revolving credit facility to June 27, 2028, and (iv) increased the applicable interest rate margins for SOFR and base rate loans by 25 basis points. On January 28, 2025, the Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a First Amendment (the “First Amendment”) to the Third Restated Credit Agreement. The First Amendment amended the Third Restated Credit Agreement (the Third Restated Credit Agreement, as amended by the First Amendment, the “Amended Third Restated Credit Agreement”) by, among other modifications, (i) revising the definition of “Consolidated EBITDA” to (x) provide that extraordinary, unusual or non-recurring cash expenses or losses may be added back to Consolidated Net Income in the calculation of Consolidated EBITDA, (y) clarify that expenses or losses in connection with the implementation or integration of operational systems, information technology or similar upgrades are deemed to constitute extraordinary, unusual or non-recurring expenses or losses, and (z) include an additional add-back to Consolidated EBITDA for the amount of any restructuring charge, accrual, reserve (and increases to existing reserves) or expense, (ii) clarifying the application of optional prepayments of Term Loans under the Amended Third Restated Credit Agreement toward scheduled principal payments of such Term Loans, and (iii) revising the definition of “Consolidated Fixed Charges” to clarify that applicable scheduled principal payments of indebtedness are included in Consolidated Fixed Charges only to the extent not offset by the application of prepayments of such indebtedness. F-20 Table of Contents On May 6, 2025 (the “Effective Date”), the Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Second Amendment (the “Second Amendment”) to the Third Restated Credit Agreement. The Second Amendment amended the Amended Third Restated Credit Agreement (the Amended Third Restated Credit Agreement, as amended by the Second Amendment, the “Existing Credit Agreement”) by, among other modifications, (i) replacing the financial covenants set forth therein with a minimum liquidity financial covenant until the end of the Company’s fiscal quarter ending December 27, 2026, (ii) decreasing the minimum fixed charge coverage ratio and increasing the maximum leverage ratio, in each case, required to be maintained by the Company for the period consisting of the fiscal quarter ending December 27, 2026 through the fiscal quarter ending March 28, 2027 (the period from the Effective Date through March 28, 2027, during which the foregoing modifications are in effect, the “Applicable Period”), (iii) increasing the (x) applicable interest rate margins for SOFR and base rate loans to 350 and 250 basis points, respectively and (y) the applicable commitment fee in respect of undrawn commitments under the revolving credit facility to 50 basis points, in each case, during the period (such period, the “Affected Period”) from the Effective Date until the date the Company has (x) demonstrated compliance with the financial covenants as in effect under the Amended Third Restated Credit Agreement and (y) if applicable, elected to exit the Applicable Period, (iv) decreasing the amount of the commitments in respect of the revolving credit facility to $ 205.0 million, subject to a seasonal reduction to an aggregate amount of $ 125.0 million (or, during the Affected Period, $ 50.0 million) for the period from January 1 to July 1 of each year, and (v) imposing, during the Affected Period, additional conditions to borrowing under the revolving credit facility and additional prepayment obligations with respect to the revolving credit facility and the Term Loan. 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 %, 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 29, 2025 related to the Company's outstanding borrowings was 7.9 %. The principal of the Term Loan is payable under the Existing Credit Agreement at a rate of $ 2.5 million for the first 7 quarterly installments beginning on September 29, 2023. During the three months ended December 29, 2024, the Company elected to optionally pay down $ 25.0 million against the outstanding Term Loan balance. This payment was applied toward the foregoing installment payments required to be made prior to the Effective Date in direct order of maturity. Pursuant to the Second Amendment, the principal of the Term Loan will be subject to a quarterly payment of $ 3.0 million, commencing on September 26, 2025 , increasing to a quarterly payment of $ 6.0 million for the next 10 payments, with the remaining balance of $ 97.0 million due upon maturity on June 27, 2028 . Future principal Term Loan payments under the Credit Agreement are as follows: $ 21.0 million – fiscal 2026 , $ 24.0 million – fiscal 2027 , and $ 115.0 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, incur additional indebtedness, make certain investments, make certain restricted payments and, during the Affected Period, 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 29, 2025. The Existing Credit Agreement is secured by substantially all of the assets of the Company. Note 11. Fair Value Measurements Cash and cash equivalents, trade and other receivables, prepaids, accounts payable and accrued expenses are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. Although no trading market exists, the Company believes that the carrying amount of its debt approximates fair value due to its variable nature (these are level 2 investments). The Company’s investments in non-marketable equity instruments of private companies are carried at cost and are periodically assessed for other-than-temporary impairment, when an event or circumstances indicate that an other-than-temporary decline in value may have occurred. The Company’s remaining financial assets and liabilities are measured and recorded at fair value (see table below). The Company’s non-financial assets, such as definite lived intangible assets and property, plant and equipment, are recorded at cost and are assessed for impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. Goodwill and indefinite-lived intangibles are tested for impairment annually, or more frequently, if events occur or circumstances change such that it is more likely than not that an impairment may exist, as required under the accounting standards. F-21 Table of Contents Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the guidance are described below: Level 1 Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents by level, within the fair value hierarchy, financial assets and liabilities measured at fair value on a recurring basis: Carrying Value Fair Value Measurements Assets (Liabilities) Level 1 Level 2 Level 3 (in thousands) Assets (liabilities) as of June 29, 2025: Trading securities held in a “rabbi trust” (1) $ 38,370 $ 38,370 $ - $ - $ 38,370 $ 38,370 $ - $ - Assets (liabilities) as of June 30, 2024: Trading securities held in a “rabbi trust” (1) $ 32,805 $ 32,805 $ - $ - $ 32,805 $ 32,805 $ - $ - (1) The Company has established a NQDC Plan for certain members of senior management. Deferred compensation plan assets are invested in mutual funds held in a “rabbi trust,” which is restricted for payment to participants of the NQDC Plan. Trading securities held in the “rabbi trust” are measured using quoted market prices at the reporting date and are included in the “Other assets” line item, with the corresponding liability included in the “Other liabilities” line item in the consolidated balance sheets. F-22 Table of Contents Note 12. Income Taxes Significant components of the income tax provision are as follows: Years Ended June 29, 2025 June 30, 2024 July 2, 2023 (in thousands) Current provision (benefit): Federal $ ( 1,942 ) $ 11,774 $ 976 State 1,125 161 1,572 Foreign 176 — — Current income tax (benefit) expense ( 641 ) 11,935 2,548 Deferred provision (benefit): Federal ( 12,880 ) ( 14,246 ) ( 3,145 ) State 131 2,514 ( 1,463 ) Foreign 26 — — Deferred income tax benefit ( 12,723 ) ( 11,732 ) ( 4,608 ) Income tax (benefit) expense $ ( 13,364 ) $ 203 $ ( 2,060 ) A reconciliation of the U.S. federal statutory tax rate to the Company’s effective tax rate is as follows: Years Ended June 29, 2025 June 30, 2024 July 2, 2023 Tax at U.S. statutory rates 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 3.4 ( 8.1 ) ( 0.2 ) Non-deductible impairment charge ( 1.4 ) - ( 16.8 ) Valuation allowance change ( 16.8 ) ( 28.5 ) ( 0.2 ) Non-deductible compensation ( 0.1 ) ( 0.6 ) ( 2.1 ) Excess tax benefit/shortfalls from stock-based compensation ( 0.2 ) ( 11.9 ) ( 1.7 ) Tax credits 0.3 16.9 2.7 Enhanced deductions - 11.8 2.6 Other, net 0.1 ( 4.0 ) ( 0.9 ) Effective tax rate 6.3 % ( 3.4 %) 4.4 % F-23 Table of Contents 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 29, 2025 June 30, 2024 (in thousands) Deferred income tax assets: Loss and carryforwards $ 17,508 $ 8,096 Accrued expenses and reserves 4,949 3,146 Inventory 4,366 5,417 Stock-based compensation 2,613 1,767 Deferred compensation 7,242 6,815 Operating lease liability 29,002 30,763 Other intangibles 20,604 — Gross deferred income tax assets 86,284 56,004 Less: Valuation allowance ( 40,581 ) ( 4,868 ) Deferred tax assets, net 45,703 51,136 Deferred income tax liabilities: Other intangibles — ( 10,693 ) Tax in excess of book depreciation ( 25,409 ) ( 31,206 ) Operating lease right-of-use asset ( 26,973 ) ( 28,639 ) Deferred tax liabilities ( 52,382 ) ( 70,538 ) Net deferred income tax liabilities $ ( 6,679 ) $ ( 19,402 ) At June 29, 2025, the Company had $ 22.0 million of indefinite lived federal net operating losses, $ 110.4 million of state net operating loss carryforwards, some of which will begin to expire in fiscal 2026 to the extent not utilized and $ 5.4 million of foreign net operating loss carryforwards, which will begin to expire in fiscal 2034 if not utilized. At June 29, 2025, the Company’s federal charitable contribution carryforwards were $ 21.9 million, which will begin to expire in fiscal 2027 if not utilized. At June 29, 2025, the Company’s research and development and work opportunity credit carryforwards were $ 0.6 million and $ 0.1 million, respectively, which will both begin to expire in fiscal 2045 if not utilized. The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. In completing this evaluation, the Company considers available positive and negative evidence. Such evidence includes historical operating results, the existence of cumulative earnings and losses in the most recent fiscal years, taxable income in prior carryback year(s) if permitted under the tax law, the time period over which our temporary differences will reverse, the implementation of feasible and prudent tax planning strategies, and expectations for future pre-tax operating income. Estimating future taxable income is inherently uncertain and requires judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of this evidence, it is more likely than not that all or a portion of the recorded deferred tax assets will not be realized in future periods. During fiscal 2025, the Company completed a detailed analysis of future taxable income, focused on the scheduling of temporary differences that are expected to reverse in periods where the Company anticipates taxable income. Due to the goodwill and intangible impairment charge recorded during fiscal 2025, deferred tax liabilities were reduced to an amount whereby the lack of sufficient reversing taxable temporary differences is significant evidence considered by the Company in recording a $ 35.9 million valuation allowance. At the time of the impairment, the Company was in a three-year cumulative loss position and had not identified any tax planning strategies to support the deferred tax asset realizability. Additionally, the impairment charge reduced previously available deferred tax liabilities that had supported the realization of deferred tax assets. During fiscal 2024, the Company recorded valuation allowances of $ 1.7 million relating to certain state and foreign jurisdictions. As of June 30, 2024, the Company had valuation allowances of $ 4.9 million primarily related to certain state and foreign net operating losses. F-24 Table of Contents The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign countries. Fiscal 2022, fiscal 2023, and fiscal 2024 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 2021. The Company's foreign income tax filings from fiscal 2018 forward are open for examination by its respective foreign tax authorities, mainly Canada and Brazil. The Company is not currently under examination by federal, state or foreign taxing jurisdictions. 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 29, 2025, the Company has an unrecognized tax benefit, including accrued interest and penalties, included within the “Other liabilities” line item in the consolidated balance sheets, of approximately $ 3.4 million all of which if fully recognized would impact our effective tax rate. The Company believes that $ 0.3 million of the unrecognized tax positions will be resolved over the next twelve months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended June 29, 2025 June 30, 2024 July 2, 2023 (in thousands) Beginning balance $ 2,780 $ 1,724 $ 1,374 Increases on tax positions for prior years 72 1,100 30 Increases on tax positions for current year 209 387 320 Settlements ( 166 ) - - Statute of limitation expirations ( 135 ) ( 431 ) - Ending balance $ 2,760 $ 2,780 $ 1,724 Note 13. Capital Stock Holders of Class A common stock generally have the same rights as the holders of Class B common stock, except that holders of Class A common stock have one vote per share and holders of Class B common stock have 10 votes per share on all matters submitted to the vote of stockholders. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to the stockholders for their vote or approval, except as may be required by Delaware law. Class B common stock may be converted into Class A common stock at any time on a one -for-one share basis. Each share of Class B common stock will automatically convert into one share of Class A common stock upon its transfer, with limited exceptions. During fiscal 2025 and 2024, no shares of Class B common stock were converted into shares of Class A common stock. During fiscal 2023, 181,393 shares of Class B common stock were converted into shares of Class A common stock. The Company has a stock repurchase plan through which purchases can be made from time to time in the open market and through privately negotiated transactions, subject to general market conditions. The repurchase program is financed utilizing available cash. On April 22, 2021, the Company’s Board of Directors authorized an increase to its stock repurchase plan of up to $ 40.0 million. In addition, on February 3, 2022, the Company’s Board of Directors authorized an additional increase to its stock repurchase plan of up to $ 40.0 million. The Company repurchased a total of $ 10.2 million ( 1,274,559 shares), $ 10.4 million ( 1,079,415 shares), and $ 1.2 million ( 147,479 shares) during the fiscal years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively, under this program. Included in the repurchase is stock withheld to cover required employee withholdings, upon vesting of restricted stock awards. As of June 29, 2025, $ 11.4 million remains authorized under the plan. The Company has stock options and restricted stock awards outstanding to participants under the 1-800-FLOWERS.COM 2003 Long Term Incentive and Share Award Plan (as amended and restated as of October 22, 2009, October 28, 2011, September 14, 2016, October 15, 2020, and October 3, 2023, the “Plan”). The Plan is a broad-based, long-term incentive program that is intended to provide incentives to attract, retain and motivate employees, consultants and directors in order to achieve the Company’s long-term growth and profitability objectives. The Plan provides for the grant to eligible employees, consultants and directors of stock options, share appreciation rights (“SARs”), restricted shares, restricted share units, performance shares, performance units, dividend equivalents, and other share-based awards (collectively, “Awards”). F-25 Table of Contents Note 14. Stock Based Compensation The Plan is administered by the Compensation Committee or such other Board committee (or the entire Board) as may be designated by the Board. The amounts of stock-based compensation expense recognized within operating income (1) in the periods presented are as follows: Years Ended June 29, 2025 June 30, 2024 July 2, 2023 (in thousands) Stock options $ 4,729 $ 4,422 $ 2,536 Restricted stock awards 7,162 6,266 5,798 Total 11,891 10,688 8,334 (1) Stock-based compensation expense has not been allocated among business segments, but is reflected as part of Corporate overhead (See Note 17 - Business Segments for details). Stock-based compensation expense is recorded within the following line items of operating expenses: Years Ended June 29, 2025 June 30, 2024 July 2, 2023 (in thousands) Marketing and sales $ 5,470 $ 4,916 $ 3,818 Technology and development 951 855 698 General and administrative 5,470 4,917 3,818 Total $ 11,891 $ 10,688 $ 8,334 Stock Options The weighted average fair value of stock options on the date of grant, and the assumptions used to estimate the fair value of the stock options using the Black-Scholes option valuation model, were as follows: Years Ended June 29, 2025 June 30, 2024 July 2, 2023 Weighted average fair value of options granted $ 3.25 $ 6.09 $ 5.13 Expected volatility 58 % 56 % 52 % Expected life (in years) 7 7 7.5 Risk-free interest rate 4.3 % 3.9 % 4.3 % Expected dividend yield — % — % — % The expected volatility of the option is determined using historical volatilities based on historical stock prices. The Company estimated the expected life of options granted based upon the historical weighted average. The risk-free interest rate is determined using the yield available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the option. The Company has never paid a dividend, and as such the dividend yield is 0.0 %. F-26 Table of Contents The following table summarizes stock option activity during the year ended June 29, 2025: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding beginning of period 3,185,537 $ 9.07 Granted 460,972 $ 5.24 Exercised ( 32,743 ) $ 8.59 Forfeited/Expired ( 284,048 ) $ 8.59 Outstanding end of period 3,329,718 $ 8.59 7.93 $ — Exercisable at June 29, 2025 1,497,253 $ 8.80 7.28 $ — The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of fiscal 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 29, 2025. This amount changes based on the fair market value of the Company’s stock. The total intrinsic value of options exercised during the years ended June 29, 2025, June 30, 2024, and July 2, 2023, were $ 0.0 million, $ 0.1 million, and $ 0.0 million, respectively. As of June 29, 2025, the total future compensation cost related to non-vested options not yet recognized in the statement of operations was $ 6.7 million and the weighted average period over which these awards are expected to be recognized was 2.6 years. Restricted Stock The Company grants shares of Common Stock to its employees that are subject to restrictions on transfer and risk of forfeiture until fulfillment of applicable service conditions and, in certain cases, holding periods (Restricted Stock). The following table summarizes the activity of non-vested restricted stock during the year ended June 29, 2025: Shares Weighted Average Grant Date Fair Value Non-vested – beginning of period 1,704,449 $ 12.09 Granted 1,839,476 $ 7.74 Vested ( 645,090 ) $ 10.56 Forfeited ( 788,179 ) $ 8.86 Non-vested - end of period 2,110,656 $ 9.98 The fair value of shares vested was $ 5.0 million, $ 4.2 million, and $ 3.2 million during fiscal 2025, 2024, and 2023, respectively. The fair value of non-vested shares is determined based on the closing stock price on the grant date. As of June 29, 2025, there was $ 13.3 million of total unrecognized compensation cost related to non-vested, restricted, stock-based compensation to be recognized over a weighted-average period of 2.3 years. Note 15. Employee Retirement Plans The Company has a 401(k) Profit Sharing Plan covering substantially all of its eligible employees. All employees who have attained the age of 21 are eligible to participate upon completion of one month of service. Participants may elect to make voluntary contributions to the 401(k) plan in amounts not exceeding federal guidelines. On an annual basis, the F-27 Table of Contents Company, as determined by its Board of Directors, may make certain discretionary contributions. Employees are vested in the Company's contributions based upon years of service. The Company contributed $ 1.5 million, $ 1.7 million, and $ 1.9 million during fiscal 2025, 2024, and 2023, respectively. The Company also has a nonqualified supplemental deferred compensation plan for certain executives pursuant to Section 409A of the Internal Revenue Code. Participants can defer from 1 % up to a maximum of 100 % of salary and performance and non-performance based bonus. There were no Company contributions to the plan during fiscal 2025, 2024 and 2023. Distributions will be made to participants upon termination of employment or death in a lump sum, unless installments are selected by the participant. As of June 29, 2025 and June 30, 2024, these plan liabilities, which are included in “Other liabilities” within the Company’s consolidated balance sheets, totaled $ 38.4 million and $ 32.8 million, respectively. The associated plan assets, which are subject to the claims of the creditors, are primarily invested in mutual funds and are included in “Other assets” within the Company’s consolidated balance sheets. The gains (losses) on these investments, which were $ 5.4 million, $ 6.9 million, and ($ 0.8 million), for the years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively, are included in “Other expense (income), net", with a corresponding offset in "General and administrative" expenses, within the Company’s consolidated statements of operations. Note 16. Commitments and Contingencies Other Commitments 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 29, 2025, the Company had fixed and determinable off-balance sheet purchase commitments with remaining terms in excess of one year of approxima tely $ 21.2 million , primarily related to the Company’s technology infrastructure and inventory commitments. The Company had approximately $ 1.9 million and $ 1.5 million in unused stand-by letters of credit as of June 29, 2025 and June 30, 2024, respectively. Litigation There are various claims, lawsuits, and pending actions against the Company and its subsidiaries incident to the operations of its businesses. It is the opinion of management, after consultation with counsel, that the final resolution of such claims, lawsuits and pending actions will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. Note 17. Business Segments 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®, Things Remembered® and Alice’s Table brands®, derives revenue 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. • BloomNet® – revenues in this segment are derived from membership fees, as well as other product and service offerings. • 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 since July 1, 2024, 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. The accounting policies of the segments are the same as those described in Note 2 - Significant Accounting Policies . F-28 Table of Contents The Company evaluates performance for all of its reportable segments based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments. This information is used by the Chief Executive Officer to measure segment profitability, allocate resources, and make budgeting and forecasting decisions about the reportable segments. The Chief Executive Officer also uses this measure to monitor trends in year-over-year performance and to compare actual results to the Company's budget and forecasts. Management’s measure of profitability for these segments does not include the effect of corporate overhead (see (c) below), nor does it include depreciation and amortization, other expense (income), net and income taxes, or stock-based compensation, which are included within corporate overhead. Sales, cost of revenues, and operating expenses are also provided to the Chief Executive Officer. No asset information is provided for the reportable segments as this information is reviewed at the consolidated level by management and not by segment. Year Ended June 29, 2025 Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Total Net revenues $ 776,781 $ 98,707 $ 810,941 $ 1,686,429 Corporate 333 Intercompany eliminations ( 1,104 ) Net revenues 1,685,658 Cost of revenues (excludes depreciation and amortization) (a) 471,273 50,793 512,889 Marketing and sales 236,609 14,518 220,649 Other segment items (b) 163,519 4,349 30,410 Segment contribution margin ( 94,620 ) 29,047 46,993 ( 18,580 ) Corporate expenses (c) 132,615 Depreciation and amortization 53,618 Operating loss ( 204,813 ) Interest income ( 3,380 ) Interest expense 15,438 Other (income) expense, net ( 3,514 ) Loss before income taxes ( 213,357 ) F-29 Table of Contents Year Ended June 30, 2024 Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Total Net revenues $ 849,791 $ 107,802 $ 874,262 $ 1,831,855 Corporate 796 Intercompany eliminations ( 1,230 ) Net revenues 1,831,421 Cost of revenues (excludes depreciation and amortization) (a) 502,840 55,803 539,392 Marketing and sales 241,781 14,583 221,097 Other segment items (b) 37,892 3,650 29,265 Segment contribution margin 67,278 33,766 84,508 185,552 Corporate expenses (c) 133,872 Depreciation and amortization 53,752 Operating loss ( 2,072 ) Interest income ( 6,680 ) Interest expense 17,303 Other (income) expense, net ( 6,793 ) Loss before income taxes ( 5,902 ) F-30 Table of Contents Year Ended July 2, 2023 Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Total Net revenues $ 920,510 $ 133,183 $ 965,191 $ 2,018,884 Corporate 375 Intercompany eliminations ( 1,406 ) Net revenues 2,017,853 Cost of revenues (excludes depreciation and amortization) (a) 557,168 76,304 628,427 Marketing and sales 247,491 15,090 232,097 Other segment items (b) 20,316 4,592 91,772 Segment contribution margin 95,535 37,197 12,895 145,627 Corporate expenses (c) 126,965 Depreciation and amortization 53,673 Operating loss ( 35,011 ) Interest income ( 3,104 ) Interest expense 14,050 Other (income) expense, net 805 Loss before income taxes ( 46,762 ) (a) Segment cost of revenues includes the costs related to intercompany sales. (b) Other segment items include technology and development and general and administrative expenses. Additionally, the Consumer Floral & Gifts segment includes goodwill and intangible impairment charges of $ 143.8 million and $ 19.8 million for the years ended June 29, 2025 and June 30, 2024, respectively. Other operating expenses for the Gourmet Foods & Gift Baskets segment also includes a goodwill and intangible impairment charge of $ 64.6 million for the year ended July 2, 2023. (c) Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive, and stock-based compensation, as well as changes in the fair value of the Company's NQDC Plan. In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions are included within corporate expenses as they are not directly allocable to a specific segment. F-31 Table of Contents The following tables represent a disaggregation of revenue from contracts with customers, by channel: Years Ended Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Corporate and Eliminations Consolidated June 29, 2025 June 30, 2024 July 2, 2023 June 29, 2025 June 30, 2024 July 2, 2023 June 29, 2025 June 30, 2024 July 2, 2023 June 29, 2025 June 30, 2024 July 2, 2023 June 29, 2025 June 30, 2024 July 2, 2023 (in thousands) Net revenues E-commerce $ 768,631 $ 840,569 $ 911,302 $ - $ - $ - $ 695,814 $ 773,630 $ 833,320 $ - $ - $ - $ 1,464,445 $ 1,614,199 $ 1,744,622 Other 8,150 9,222 9,208 98,707 107,802 133,183 115,127 100,632 131,871 ( 771 ) ( 434 ) ( 1,031 ) 221,213 217,222 273,231 Total net revenues $ 776,781 $ 849,791 $ 920,510 $ 98,707 $ 107,802 $ 133,183 $ 810,941 $ 874,262 $ 965,191 $ ( 771 ) $ ( 434 ) $ ( 1,031 ) $ 1,685,658 $ 1,831,421 $ 2,017,853 Other revenues detail Retail and other 8,150 9,222 9,208 - - - 9,717 9,534 9,751 - - - 17,867 18,756 18,959 Wholesale - - - 40,830 42,362 50,075 105,410 91,098 122,120 - - - 146,240 133,460 172,195 BloomNet services - - - 57,877 65,440 83,108 - - - - - - 57,877 65,440 83,108 Corporate - - - - - - - - - 333 796 375 333 796 375 Eliminations - - - - - - - - - ( 1,104 ) ( 1,230 ) ( 1,406 ) ( 1,104 ) ( 1,230 ) ( 1,406 ) Total other revenues $ 8,150 $ 9,222 $ 9,208 $ 98,707 $ 107,802 $ 133,183 $ 115,127 $ 100,632 $ 131,871 $ ( 771 ) $ ( 434 ) $ ( 1,031 ) $ 221,213 $ 217,222 $ 273,231 Note 18. Subsequent Events On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the tax effects of changes in tax rates and tax law to be recognized in the period in which the legislation is enacted. The Company is still evaluating the impact of the OBBBA and the results of such evaluation, if any, will be reflected in the Company’s Form 10-Q for the quarter ended September 28, 2025, the period of enactment. F-32 Table of Contents 1-800-FLOWERS.COM, Inc. and Subsidiaries Schedule II - Valuation and Qualifying Accounts Additions Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts- Describe Deductions- Describe (a) Balance at End of Period Reserves and allowances deducted from asset accounts: Reserve for estimated credit losses-accounts/notes receivable Year Ended June 29, 2025 $ 2,757,000 $ 674,000 $ - $ ( 991,000 ) $ 2,440,000 Year Ended June 30, 2024 $ 5,836,000 $ 251,000 $ - $ ( 3,330,000 ) $ 2,757,000 Year Ended July 2, 2023 $ 2,396,000 $ 3,991,000 $ - $ ( 551,000 ) $ 5,836,000 Valuation allowance for deferred tax assets Year Ended June 29, 2025 $ 4,868,000 $ 35,958,000 $ - $ ( 245,000 ) $ 40,581,000 Year Ended June 30, 2024 $ 3,182,000 $ 1,882,000 $ - $ ( 196,000 ) $ 4,868,000 Year Ended July 2, 2023 $ 3,096,000 $ 86,000 $ - $ - $ 3,182,000 Valuation allowance for inventory Year Ended June 29, 2025 $ 7,990,000 $ 9,890,000 $ - $ ( 11,100,000 ) $ 6,780,000 Year Ended June 30, 2024 $ 9,910,000 $ 8,980,000 $ - $ ( 10,900,000 ) $ 7,990,000 Year Ended July 2, 2023 $ 11,370,000 $ 3,010,000 $ - $ ( 4,470,000 ) $ 9,910,000 (a) Reduction in reserve due to amounts written off/recovered. F-33