Form 4: 1-800-FLOWERS Director Celia Brown Receives Equity Grant

Celia Brown, a director at 1-800-FLOWERS.COM, Inc., acquired 20,964 shares of Class A Common Stock as part of her compensation package.

Summary

• Celia Brown, a Director of 1-800-FLOWERS.COM, Inc. (FLWS), acquired 20,964 shares of Class A Common Stock.
• The transaction occurred on December 10, 2025, and was made pursuant to a Rule 10b5-1 plan.
• The shares were issued as Restricted Shares under Ms. Brown's compensation package as a non-employee Director.
• Each non-employee Director receives Class A Common Stock valued at $100,000 annually, based on the closing price of the stock on the day of the annual meeting of stockholders.
• The acquired shares vest on the first anniversary of the grant date.
• The transaction price for the acquired shares was $0, as they were granted compensation.
• Following this transaction, Ms. Brown beneficially owns a total of 67,289 shares of Class A Common Stock.

Sentiment

Score: 6

Explanation: The filing reports a routine, pre-scheduled equity compensation grant to a director, which is a neutral to slightly positive event as it aligns management interests with shareholders without indicating new fundamental performance.

Positives

• The equity grant aligns the director's financial interests with those of the company's shareholders.
• The transaction is part of a pre-planned compensation structure, indicating routine corporate governance.

Future Outlook

The acquired shares are restricted and will vest on the first anniversary of the grant date, which is December 10, 2026.

Management Comments

• The Restricted Shares were issued under Ms. Brown's compensation package as a Director of the Company.
• Each non-employee Director of the Company receives, as of the date of the annual meeting of the stockholders, shares of Class A Common Stock valued at $100,000 based on the closing price of the stock on the day of the annual meeting of the stockholders. Such grant vests on the first anniversary of the grant date.

Industry Context

Equity compensation for non-employee directors is a common practice across various industries, including retail and e-commerce, to incentivize long-term commitment and align leadership interests with shareholder value creation.

Comparison to Industry Standards

• Many publicly traded companies, including peers in the retail and e-commerce sectors, utilize equity grants as a standard component of non-employee director compensation to align their interests with shareholders.
• The $100,000 annual equity grant is within the typical range for non-executive director compensation at companies of similar market capitalization and industry, reflecting a standard approach to attracting and retaining qualified board members.

Corporate Governance

Related Party Transactions

• Acquisition of 20,964 shares of Class A Common Stock by Director Celia Brown from 1-800-FLOWERS.COM, Inc. as part of her compensation package.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's long-term interests with shareholder value, potentially fostering more shareholder-centric decision-making.
• Employees: No direct impact mentioned.

Next Steps

• The acquired shares will vest on December 10, 2026, which is the first anniversary of the grant date.

Key Dates

Recommendation

This Form 4 reports a routine equity grant to a director as part of their compensation package, executed under a Rule 10b5-1 plan. It does not contain new material information that would significantly alter the investment thesis for FLWS. While the transaction aligns the director's interests with shareholders, which is generally positive, it is a standard and expected event that does not warrant a change in investment recommendation.

Keywords

FLWS, 1-800-FLOWERS, Director Compensation, Equity Grant, Insider Transaction, Form 4, Restricted Stock, Corporate Governance