What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-09-11 compared with 2025-09-05 · 64 added, 56 removed, 514 unchanged (19% of the section changed)

1-800-FLOWERS.COM, Inc.

and its subsidiaries (collectively, the “Company”) is a leading provider of thoughtful expressions designed to help inspire customers to share more, connect more, and build more and better relationships.

and its subsidiaries (collectively, the “Company”) is a leading provider of thoughtful expressions designed to help inspire customers to give more, connect more, and build more and better relationships.

The Company’s e-commerce business platform features our all-star family of brands, including:

3 unchanged sentences

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;

DesignPac®, a manufacturer of gift baskets and towers;

and Card Isle®, an e-commerce greeting card service.

16 unchanged sentences

The strength of its brand has enabled the Company to extend its product offerings beyond the floral category into complementary products, which include gourmet popcorn, cookies and related baked and snack food products, premium chocolate and confections, wine gifts, gourmet gift baskets, fruit arrangements, and gift-quality fruit baskets, dipped berries, steaks, chops, seafood and prepared meals, as well as an extensive selection of personalized products.

On January 10, 2023, the Company completed its acquisition of certain assets of the Things Remembered® brand, a complete online gifting and personalization destination renowned for its men’s and women’s jewelry, drinkware, home décor, business gifts and awards, and wedding essentials, which was integrated into the Personalization Mall® brand.

On April 3, 2024, the Company completed its acquisition of Card Isle, an e-commerce greeting card company, expanding the Company’s presence in the greeting card category across its brands.

On July 1, 2024, the Company acquired Scharffen Berger®, a manufacturer of giftable premium chocolate and specialty treats, expanding the Company's product offerings in the Gourmet Foods & Gift Baskets segment.

On July 1, 2024, the Company completed its acquisition of certain assets of Scharffen Berger®, a manufacturer of giftable premium chocolate and specialty treats, expanding the Company's product offerings in the Gourmet Foods & Gift Baskets segment.

This extended line of gift offerings helps our customers with their celebratory occasions and will enable the Company to increase the purchase frequency and average order value for existing customers who have come to trust the 1-800-FLOWERS.COM brand, as well as continue to attract new customers.

The platform that the Company has built allows it to expand rapidly into new product categories using a “marketplace” concept, providing its customers with a wider selection of solutions to help them express, connect and celebrate for all occasions and recipients – including themselves.

The platform that the Company has built allows it to expand rapidly into new product categories using a “marketplace” concept, providing its customers with a wider selection of solutions to help them express, connect and celebrate life's occasions and recipients – including themselves.

The Company’s consolidated customer database and multi-brand website is designed to dynamically engage our customers, further enhancing the Company’s position as a leading, one-stop destination for our customers’ gifting and celebratory needs.

3 unchanged sentences

Multi-brand customers and Celebrations Passport members represent approximately 20% of customers and approximately 35% of revenue.

As part of the Company’s continuing effort to serve the thoughtful gifting needs of our customers, and leverage its business platform, the Company continues to execute its vision to build a “Celebratory Ecosystem”, including a collection of premium gifting brands, and an increasing suite of products and services designed to help our customers deliver smiles to the important people in their lives.

In fiscal 2025, the Company announced a multi-year Celebrations strategy, a comprehensive evolution of the Company that begins with transforming the customer journey into a sentiment-led experience.

The Celebrations strategy strives to advance the Company’s vision of becoming the premier relationship destination for heartfelt expressions, with a business model that aligns with future technological advancements and consumer purchasing preferences.

A summary of the Company’s significant brands and/or businesses follows:

As part of the Company’s continuing effort to serve the thoughtful gifting needs of our customers, and leverage its business platform, the Company continues to execute its vision to build a “Celebratory Ecosystem”, including a collection of premium gifting brands, and a suite of products and services designed to help our customers deliver smiles to the important people in their lives.

A summary of the Company’s brands and/or businesses follows:

Although the Company’s family of brands maintain their own sense of identity, the Company has taken a holistic approach towards operating its brand portfolio.

4 unchanged sentences

Franchisor and operator of retail flower shops.

Direct-to-consumer provider of fresh flowers, plants, fruits and gift baskets.

E-commerce provider of personalized gifts and keepsakes.

E-commerce provider of personalized gifts and keepsakes, which operations are integrated within the PersonalizationMall.com brand, acquired in January 2023.

Provider of lifestyle offerings, including digital on demand floral, culinary and other experiences to guests across the country.

E-commerce provider of personalized gifts and keepsakes, which operations are integrated within the PersonalizationMall.com brand.

BLOOMNET SEGMENT

22 unchanged sentences

Flowers, Plants, and Personalized Gifts.

The Company’s flagship 1-800-Flowers.com brand offers fresh-cut flowers and floral and fruit arrangements for all occasions and holidays, available for same-day delivery.

The Company provides its customers with a curated choice of florist designed products, including traditional floral and gift offerings, and the Company’s line of fruit arrangements, under the Fruit Bouquets brand, and flowers delivered fresh from the farm.

The Company’s flagship 1-800-Flowers.com ® brand offers fresh-cut flowers and floral and fruit arrangements for life's occasions and holidays, available for same-day delivery.

The Company provides its customers with a curated choice of florist designed products, including traditional floral and gift offerings, and the Company’s line of fruit arrangements, under the FruitBouquets.com ® brand, and flowers delivered fresh from the farm.

The Company also offers a wide variety of popular plants to brighten the home and/or office, and accent gardens and landscapes.

Through the Alice’s Table brand, the Company also provides lifestyle offerings, including digital on demand floral, culinary and other experiences to guests across the country.

In addition, through its Personalization Mall brand, the Company offers a wide assortment of products using sublimation, embroidery, digital printing, engraving, and sandblasting to provide a unique, personalized experience to our customers.

The Company expanded its offering of personalized products with the acquisition of the Things Remembered brand, a complete online gifting and personalization destination renowned for its men’s and women’s jewelry, drinkware, home décor, business gifts and awards, and wedding essentials.

In addition, through its Personalization Mall ® and Things Remembered ® brands, the Company offers a wide assortment of products using sublimation, embroidery, digital printing, engraving, and sandblasting to provide a unique, personalized experience to our customers.

Gourmet Foods & Gift Baskets.

32 unchanged sentences

Flowers, Plants, and Personalized Gifts.

A majority of the Company’s floral orders are fulfilled by one of the Company’s BloomNet members, allowing the Company to deliver its floral and fruit bouquet products on a same-day or next-day basis to ensure freshness and to meet its customers’ needs for immediate gifting.

A majority of the Company’s floral orders are fulfilled by one of the Company’s BloomNet members, allowing the Company to deliver its floral and fruit arrangement products on a same-day or next-day basis to ensure freshness and to meet its customers’ needs for immediate gifting.

In addition to these florist-designed products, the Company also offers fresh cut floral arrangements in a wide assortment of combinations, themes and designer bouquets and collections through its direct ship program, including flowers fresh from the farm.

6 unchanged sentences

Scharffen Berger products are primarily manufactured in Ashland, Oregon.

Gift basket confection and fulfillment for both wholesale and 1-800-Baskets.com is handled by our DesignPac facility, located in Melrose Park, Illinois.

Gift basket confection and fulfillment for both wholesale and 1-800-Baskets.com is handled by our DesignPac facility, located in Groveport, Ohio.

Our products are distributed from a combination of Company-owned and leased distribution facilities across the country, which are shared by our brands in order to reduce both transit time to the customer and overall logistics costs.

10 unchanged sentences

The Company’s quarterly results may experience seasonal fluctuations.

Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal qu arter, generates over 40% o f the Company’s annual revenues, and all of its earnings.

Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, generates over 40% of the Company’s annual revenues, and all of its earnings.

Due to the number of major floral gifting occasions, including Mother’s Day, Valentine’s Day, Easter and Administrative Professionals Week, revenues also rise during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.

3 unchanged sentences

The Company has historically repaid the balance of its revolving credit facility with cash generated from operations prior to the end of the Company’s fiscal second quarter.

The popularity and convenience of e-commerce shopping has continued to give rise to established businesses on the Internet.

The popularity and convenience of e-commerce shopping have continued to give rise to established businesses on the Internet.

In addition to selling their products over the Internet, many of these retailers sell their products through a combination of channels by maintaining a website, a toll-free phone number and physical locations.

13 unchanged sentences

• supermarkets, mass merchants and specialty retailers with floral departments;

• online delivery services.

Similarly, the plant, gift basket and gourmet foods categories are highly competitive.

11 unchanged sentences

In addition, laws may be inconsistent across various locations in which we do business, posing significant challenges to our national operations.

Legislatures are also considering an increasing number of laws and regulations pertaining to the Internet, including laws and regulations addressing:

Legislatures are also considering an increasing number of laws and regulations pertaining to e-commerce, including laws and regulations addressing:

• user privacy;

5 unchanged sentences

• characteristics and quality of products and services.

Further, the growth and development of the market for online services may prompt more stringent consumer protection laws that may impose additional burdens on those companies conducting business online.

Further, the continued evolution of e-commerce technology and practices may prompt more stringent consumer protection laws that may impose additional burdens on those companies conducting business online.

This could decrease the demand for the Company’s services and increase its cost of doing business.

Moreover, the applicability to the Internet of existing laws regarding issues like property ownership, taxes, libel and personal privacy is uncertain.

Any new legislation or regulation that has an adverse impact on the Internet or the application of existing laws and regulations to the Internet could have a material adverse effect on the Company’s business, financial condition and results of operations.

Moreover, the applicability to evolving e-commerce tools and practices of existing laws regarding issues like property ownership, taxes, libel and personal privacy is uncertain.

Any new legislation or regulation that has an adverse impact on e-commerce or the application of existing laws and regulations to e-commerce could have a material adverse effect on the Company’s business, financial condition and results of operations.

For more information, see Part I, Item 1A, Risk Factors — Legal, Regulatory, Tax and Other Risks.

1 unchanged sentence

The Company regards its service marks, trademarks, trade secrets, domain names and similar intellectual property as critical to its success.

The Company has applied for or received trademark and/or service mark registration for, among others, “1-800-FLOWERS.COM”, “1-800-FLOWERS”, “1-800-Baskets.com”, “FruitBouquets.com”, “BloomNet”, "Card Isle", “GreatFood.com”, “The Popcorn Factory”, “Cheryl’s Cookies”, “Mrs.

Beasley’s”, “Celebrations Passport”, “Flowerama”, “DesignPac”, “Harry & David”, “Wolferman’s Bakery”, “Moose Munch”, “Cushman’s”, “Simply Chocolate”, “Personalization Universe”, “Personalization Mall”, “Things Remembered”, “Shari’s Berries”, "Scharffen Berger", “SmartGift”, “Vital Choice” and “Alice’s Table”.

The Company has applied for or received trademark and/or service mark registrations for, among others, “1-800-FLOWERS.COM”, “1-800-FLOWERS”, “1-800-Baskets.com”, “FruitBouquets.com”, “BloomNet”, "Card Isle", “GreatFood.com”, “The Popcorn Factory”, “Cheryl’s Cookies”, “Mrs.

Beasley’s”, “Celebrations Passport”, “Flowerama”, “DesignPac”, “NAPCO”, “Harry & David”, “Wolferman’s Bakery”, “Moose Munch”, “Cushman’s”, “Simply Chocolate”, “Personalization Universe”, “Personalization Mall”, “Things Remembered”, “Shari’s Berries”, "Scharffen Berger", “SmartGift”, and “Vital Choice”.

The Company also has rights to numerous domain names, including:

www.1800flowers.com, www.cardisle.com, www.800flowers.com, www.1800baskets.com, www.flowers.com, www.personalizationuniverse.com, www.personalizationmall.com, www.thingsremembered.com, www.plants.com, www.florists.com, www.greatfoods.com, www.cheryls.com, www.celebrations.com, www.flowerama.com, www.designpac.com, www.simplychocolate.com, www.mybloomnet.net, www.napcoimports.com, www.thepopcornfactory.com, www.harryanddavid.com, www.wolfermans.com, www.vitalchoice.com, www.alicestable.com, www.berries.com, www.sharisberries.com, www.scharffenberger.com, and www.smartgift.com.

www.1800flowers.com, www.cardisle.com, www.800flowers.com, www.1800baskets.com, www.flowers.com, www.flores.com, www.personalizationuniverse.com, www.personalizationmall.com, www.thingsremembered.com, www.plants.com, www.greatfoods.com, www.cheryls.com, www.celebrations.com, www.flowerama.com, www.designpac.com, www.simplychocolate.com, www.mybloomnet.net, www.napcoimports.com, www.thepopcornfactory.com, www.harryanddavid.com, www.wolfermans.com, www.vitalchoice.com, www.alicestable.com, www.berries.com, www.sharisberries.com, www.scharffenberger.com, and www.smartgift.com.

In addition, the Company owns a number of international trademarks and/or service marks.

16 unchanged sentences

We focus on developing our employees by providing a variety of job experiences, training programs and skill development opportunities.

As of June 29, 2025, the Company had approximately 3,900 ful l and part-time employees, all located in the United States.

As of June 28, 2026, the Company had approximately 3,300 full and part-time employees, all located in the United States.

During peak periods, the Company substantially increases the number of customer service, manufacturing, and fulfillment personnel.

14 unchanged sentences

The Company’s internet address is www.1800flowers.com.

We make available, through the investor relations tab located on our website at www.1800flowersinc.com, access to our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.

We make available, through the investor relations tab located on our website at www.1800flowersinc.com, access to our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") as soon as reasonably practicable after they are electronically filed with or furnished to the United States Securities and Exchange Commission (“SEC”).

All such filings on our investor relations website are available free of charge.

24 unchanged sentences

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

You are advised, however, to consult any further disclosures we make on related subjects in our 10-Q and 8-K reports to the United States Securities and Exchange Commission (“SEC”).

You are advised, however, to consult any further disclosures we make on related subjects in our 10-Q and 8-K reports to the SEC.

Also note we provide the following cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business.

2 unchanged sentences

Macroeconomic Conditions and Related Risk Factors

The financial and credit markets and consumer sentiment have and will experience significant volatility, which may have an adverse effect on our customers’ spending patterns and in turn our business, financial condition and results of operations.

The financial and credit markets and consumer sentiment have experienced and may continue to experience significant volatility, which may have an adverse effect on our customers’ spending patterns and in turn our business, financial condition and results of operations.

The Company’s business and operating results are subject to economic conditions and their impact on consumer discretionary spending.

5 unchanged sentences

and general uncertainty regarding the overall future political and economic environment.

These factors may be exacerbated by inflationary pressure, uncertainty regarding tariffs and trade policy, elevated promotional activity across the retail and e-commerce sectors, and shifts in consumer preferences toward lower-priced or substitute gift offerings.

Consumer spending patterns are difficult to predict and are sensitive to the general economic climate, the consumer’s level of disposable income, consumer debt, and overall consumer confidence.

5 unchanged sentences

The availability and price of flowers, as well as certain components and products that we rely on to manufacture and sell our products could be adversely affected by a number of factors affecting international locations, including:

• import duties and quotas, such as the tariffs that were imposed on flowers imported from Colombia during fiscal 2025;

• import duties and quotas, such as the tariffs that were imposed on flowers imported from Colombia during fiscal 2025 and fiscal 2026, the tariffs that were imposed on cut flowers imported from Canada starting in August 2026, and any new, increased, retaliatory, suspended, reinstated, expanded, or reinterpreted tariffs or customs duties affecting flowers, food products, containers, packaging, finished goods, or other imported inputs;

• agricultural limitations and restrictions to manage pests and disease;

• changes in trading status;

changes to customs treatment, country-of-origin rules, inspections, documentation requirements, or de minimis or similar import rules;

• economic uncertainties and currency fluctuations;

• severe weather;

• severe weather and natural disasters;

• work stoppages;

• foreign government regulations and political unrest;

• trade restrictions, including United States retaliation against foreign trade practices.

• trade restrictions, which may include sanctions, embargoes, retaliatory tariffs, port delays, customs enforcement actions, or supply chain regionalization that may reduce availability or increase cost.

has recently instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S.

and other countries where we conduct business.

As a result, there have been, and may continue to be, greater restrictions and economic disincentives on international trade, and considerable uncertainty about future U.S trade policies.

As a result, there have been, and may continue to be, greater restrictions and economic disincentives on international trade, and considerable uncertainty about future U.S.

trade policies.

These developments have the potential to adversely impact the U.S.

economy, our industry and the demand for our products.

While we are managing the impact of recent trade policy changes by evaluating sourcing opportunities outside of China, working with existing vendors on concessions, changing componentry, modifying our assortment, and adjusting our pricing, it has been and may continue to be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with shifting trade policies.

As a result, such changes could have a material adverse effect on our business, financial condition and results of operations.

Tariff and trade-policy changes can also occur with limited notice, can be subject to legal challenge or retroactive administrative interpretation, and can cause suppliers, carriers and customers to change their behavior before the full effect of the changes is known.

While we are managing the impact of recent trade policy changes by evaluating new sourcing opportunities, working with existing vendors on concessions, changing componentry, modifying our assortment, and adjusting our pricing, it has been and may continue to be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with shifting trade policies.

As a result, such changes could increase costs, disrupt inventory availability, reduce gross margins, or affect product quality and customer satisfaction, and thus have a material adverse effect on our business, financial condition and results of operations.

Increased shipping costs and supply chain disruptions may adversely affect sales of the Company’s products .

Many of the Company's products are delivered to customers either directly from the manufacturer or from the Company’s fulfillment centers.

The Company has established relationships with Federal Express and other common carriers for the delivery of these products.

If these carriers increase the prices they charge to ship the Company’s goods, and if the Company is forced to pass these costs on to its customers, or if carrier capacity becomes constrained, due to strikes or otherwise, the Company’s sales could be negatively impacted.

Our business depends on timely and accurate order routing, carrier capacity, last-mile performance, cold-chain and temperature-management controls where applicable, and the ability of our fulfillment centers, suppliers, franchisees, florists and other third-party vendors to perform during peak-volume periods.

The Company has established relationships with leading common carriers for the delivery of our products.

If carrier capacity becomes constrained, due to strikes or otherwise, the Company’s sales could be negatively impacted.

If the Company experiences higher shipping, fuel, labor, packaging, refrigeration, or delivery costs and the Company absorbs these increases, our gross margins may decline;

if the Company passes those increased costs on to customers, our demand, conversion rates, purchase frequency, or average order value may decline.

In addition, ocean container availability and cost, as well as port and shipping route disruptions could impact the Company’s ability to deliver products on a timely basis to our customers and adversely affect its customer relationships, revenues and earnings.

Disruptions may include geopolitical events, rerouting around disrupted shipping lanes, port congestion, labor disputes, capacity shortages, customs delays, transportation network failures, severe weather, natural disasters, or other events outside our control.

If the supply of flowers for sale becomes limited, the price of flowers could rise or flowers may be unavailable and the Company’s revenues and gross margins could decline.

3 unchanged sentences

Even if available, flowers from alternative sources may be of lesser quality and/or may be more expensive than those currently offered by the Company.

Quality or availability issues could be particularly harmful during major gifting occasions when we have limited time to re-source, substitute, produce or deliver products, and could result in refunds, credits, replacement costs, chargebacks, lost repeat purchases, and reputational harm.

Most of the flowers sold in the United States are grown by farmers located abroad, primarily in Colombia, Ecuador and Holland, and the Company expects that this will continue in the future.

The Company's operating results may suffer due to economic, political and social unrest or disturbances .

Like other American businesses, the Company is unable to predict what long-term effect acts of terrorism, war, or similar unforeseen events may have on its business.

Like other American businesses, the Company is unable to predict what long-term effect acts of terrorism, war, natural disasters, or similar unforeseen events may have on its business.

The Company’s results of operations and financial condition could be adversely impacted if such events cause an economic slowdown in the United States, negatively impact the supply chain, increase the cost of key components for our gifts, or have other negative effects that cannot now be anticipated.

27 unchanged sentences

During peak periods, the Company relies on its permanent employees, as well as temporary employees and outsourced staff to respond to customer inquiries.

These temporary employees and outsourced staff may not have the same level of commitment to the Company’s customers or be as well trained as its permanent employees.

These temporary employees and outsourced staff may not have the same level of commitment to the Company’s customers or be as well trained as permanent employees.

If the Company’s customers are dissatisfied with the quality of the customer service they receive, they may not shop with the Company again, which could have a material adverse effect on its business, financial condition, results of operations and cash flows.

If the Company fails to develop and maintain its brands, it may not increase or maintain its customer base or its revenues.

The Company must continue to develop and maintain the its brands to expand its customer base and its revenues.

The Company must continue to develop and maintain its brands to expand its customer base and its revenues.

In addition, the Company has introduced and acquired other brands in the past, and may continue to do so in the future.

4 unchanged sentences

If the Company’s customers do not perceive its products and services to be of high quality, the value of the 1-800-FLOWERS.COM brands would be diminished and the Company may lose customers and its revenues may decline.

Negative publicity, including through social media, online reviews, influencer content, generated content, misinformation, fraudulent use of our brands, delivery or product-quality failures, data or privacy incidents, labor or sourcing issues, or public statements or actions by employees, franchisees, vendors, partners, or other third parties, could damage our reputation and adversely affect customer acquisition, retention, revenues and operating results.

Marketing programs that generate a significant amount of traffic may be less effective or less cost-efficient than in previous periods, which could limit the volume and growth of the Company’s business.

5 unchanged sentences

In addition, current or future legislation or changes to third parties’ policies may limit the Company’s ability to effectively reach consumers whose behavior suggests that they might be interested in Company products.

Vendors of advertising and analytics products and services have modified and may continue to modify their products and services in ways that could reduce the efficiency of our marketing efforts, such as changes to cookie settings and policies, modifications of organic search and paid listing algorithms, the addition of AI summaries to online search engine results, and the introduction of new AI assistant platforms.

Vendors of advertising and analytics products and services have modified, and may continue to modify their products and services in ways that could reduce the efficiency of our marketing efforts, such as changes to cookie settings and policies, modifications of organic search and paid listing algorithms, the addition of artificial intelligence ("AI") summaries to online search engine results, and the introduction of new AI assistant platforms.

Consumers may increasingly rely on generative AI search, shopping assistants, social commerce, marketplace recommendations, or other intermediated discovery tools that reduce traffic to our owned websites and mobile applications or change how and whether our brands and products are described or ranked.

These tools may display inaccurate or incomplete information about our products, prices, availability, delivery terms, or promotions and we may have limited ability to correct or influence that content.

While we strive to adjust our marketing strategies in response to these changes, there can be no guarantee that any adjustments will be effective.

Any reduction in our ability to make effective use of advertising technologies could harm our ability to personalize the experience of prospective customers, increase our costs, and limit our ability to attract and retain customers on cost-effective terms.

As a result, our business and results of operations could be adversely affected.

If customer acquisition costs rise, if attribution data becomes less reliable, if our ability to make effective use of advertising technologies is reduced, or if competitors more effectively use AI-enabled marketing and personalization tools, our revenues, margins, and results of operations could be adversely affected.

If local florists and other third-party vendors do not fulfill orders to the Company’s customers’ satisfaction, customers may not shop with the Company again.

6 unchanged sentences

If a florist discontinues its relationship with the Company, the Company will be required to obtain a suitable replacement located in the same geographic area, which may cause delays in delivery or a decline in quality, leading to customer dissatisfaction and loss of customers.

Replacing florists or vendors may be particularly difficult during peak holiday periods, in rural or underserved delivery areas, or where cost, quality, labor availability or delivery constraints limit available alternatives.

If a significant number of customers are not satisfied with their purchase, the Company will be required to incur substantial costs to issue refunds, credits or replacement products.

10 unchanged sentences

• supermarkets, mass merchants and specialty gift retailers with floral departments;

• online delivery services.

Similarly, the plant, gift basket, gourmet food, cookie, candy, fruit and specialty gift categories are each highly competitive.

12 unchanged sentences

Extreme weather conditions, natural disasters, public health conditions such as pandemics, and other catastrophic events, may interrupt our business, or our suppliers’ businesses.

Some of our facilities and our suppliers’ facilities are located in areas that may be subject to extreme, and occasionally prolonged, weather conditions, including hurricanes, tornadoes, and wildfires.

Extreme weather conditions, whether caused by global climate change or otherwise, may interrupt our operations in such areas.

31 unchanged sentences

The terms of our existing credit facilities could limit our operating flexibility .

The credit agreement governing our existing credit facilities contains certain financial and certain affirmative and negative covenants requiring us to maintain certain financial ratios and liquidity levels, limiting the ability to, among other things, incur additional indebtedness, make certain investments, make certain restricted payments, incur certain liens or permit them to exist, hold cash deposits in accounts not maintained with lenders under the existing credit facilities or their affiliates, enter into certain types of transactions with affiliates, merge or consolidate with another company, and transfer, sell or otherwise dispose of assets.

The credit agreement governing our existing credit facilities contains certain financial and certain affirmative and negative covenants requiring us to maintain certain financial ratios and liquidity and EBITDA levels, limiting the ability to, among other things, incur additional indebtedness, make certain investments, make certain restricted payments, incur certain liens or permit them to exist, hold cash deposits in accounts not maintained with lenders under the existing credit facilities or their affiliates, enter into certain types of transactions with affiliates, merge or consolidate with another company, and transfer, sell or otherwise dispose of assets.

These terms may affect our ability to obtain future financing and to pursue attractive business opportunities, and our flexibility in planning for, and reacting to, changes in business conditions, which could adversely affect our business, financial condition and results of operations.

11 unchanged sentences

Our systems are subject to damage or interruption from computer viruses, malicious attacks and other security breaches.

We also rely on various third-party technology providers, and failures or compromises affecting these providers could adversely affect our operations even if our own systems are not directly compromised.

The possibility of a cyber-attack on any one or all of these systems is always a serious threat and consumer awareness and sensitivity to privacy breaches and cyber security threats is high.

Cybersecurity threats continue to evolve in volume, sophistication and automation, including through the use of artificial intelligence.

If a cybersecurity incident occurs, or there is a public perception that we have suffered a breach, our reputation and brand could be damaged and we could be required to expend significant capital and other resources to alleviate problems, such as delayed order processing or fulfillment, disruption of customer service, loss of access to systems or data, regulatory investigations, litigation, contractual claims, increased insurance costs, inability to maintain payment card compliance, or restrictions on our ability to collect, use or transfer data.

As part of our business model, we collect, retain, and transmit confidential information over public networks.

5 unchanged sentences

(i) computer hardware, (ii) software systems, (iii) customer marketing databases, and (iv) ability to contact our current and potential customers in various channels.

In addition, our systems may increasingly incorporate features involving artificial intelligence ("AI"), which is complex, subject to increasing litigation and regulatory scrutiny, and may have errors or inadequacies that are not easily detectable.

In addition, our systems may increasingly incorporate features involving AI, which is complex, subject to increasing litigation and regulatory scrutiny, and may have errors or inadequacies that are not easily detectable.

In some instances, we may make use of third-party artificial intelligence products and services.

These features, products, and services may produce unintentional or unexpected outputs that are incorrect, infringe intellectual property or other rights, do not match our business goals, do not comply with our internal policies or applicable legal or contractual requirements, or otherwise are inconsistent with our business goals or brand identities.

These features, products, and services may produce unintentional or unexpected outputs that are incorrect, biased, infringe intellectual property or other rights, do not match our business goals, do not comply with our internal policies or applicable legal or contractual requirements, or otherwise are inconsistent with our business goals or brand identities.

As a result, our implementation of AI features, products and services could subject us to regulatory action, legal liability, and brand or reputational harm.

45 unchanged sentences

The Company may incur significant additional costs, including time-consuming and expensive litigation, to enforce its rights under the franchise agreements.

Additionally, the Company is the primary tenant on certain leases, which the franchisees sublease from the Company.

Additionally, the Company is the primary tenant on certain leases, which certain franchisees sublease from the Company.

If a franchisee fails to meet its obligations as subtenant, the Company could incur significant costs to avoid default under the primary lease.

34 unchanged sentences

In addition, security breaches can also occur as a result of intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships.

Any actual or suspected security breach or other compromise of our security measures or those of our third party vendors, whether as a result of banking efforts, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering or otherwise, could harm our reputation and business, damage our brand and make it harder to retain existing customers or acquire new ones, require us to expend significant capital and other resources to address the breach, and result in a violation of applicable laws, regulations or other legal obligations.

Any actual or suspected security breach or other compromise of our security measures or those of our third party vendors, whether as a result of hacking efforts, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering or otherwise, could harm our reputation and business, damage our brand and make it harder to retain existing customers or acquire new ones, require us to expend significant capital and other resources to address the breach, and result in a violation of applicable laws, regulations or other legal obligations.

Moreover, any insurance coverage we may carry may be inadequate to cover the expenses and other potential financial exposure we could face as a result of a privacy or data breach.

25 unchanged sentences

Our business is subject to evolving corporate governance and public disclosure regulations and expectations.

We are subject to evolving rules and regulations promulgated by a number of federal, state, and local governmental and self-regulatory organizations, including the United States Securities and Exchange Commission (“SEC”), the Nasdaq Stock Exchange and the Financial Accounting Standards Board.

We are subject to evolving rules and regulations promulgated by a number of federal, state, and local governmental and self-regulatory organizations, including the SEC, the Nasdaq Stock Exchange and the Financial Accounting Standards Board.

These rules and regulations continue to increase in scope and complexity, making compliance more difficult, expensive and uncertain.

In addition, public companies are encountering increased scrutiny on ESG matters and related disclosures.

In addition, public companies are encountering increased scrutiny on Environmental, Social, and Governance ("ESG") matters and related disclosures.

These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business