Form 4: 1-800-FLOWERS Director Zarin Receives Stock Grant

1-800-FLOWERS.COM Director Larry Zarin was granted 20,964 shares of Class A Common Stock as part of his compensation package.

Summary

• Larry Zarin, 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.
• The shares were issued at a price of $0, indicating a grant rather than a purchase.
• This grant is part of Mr. Zarin's compensation package as a non-employee Director.
• Non-employee Directors receive Class A Common Stock valued at $100,000 annually, based on the closing price on the annual meeting date.
• The granted shares will vest on the first anniversary of the grant date.
• Following this transaction, Mr. Zarin beneficially owns 91,198 shares of Class A Common Stock directly.

Sentiment

Score: 6

Explanation: The filing reports a routine, expected compensation event for a director, which is generally neutral but slightly positive as it aligns director interests with shareholders. No significant positive or negative financial implications are present.

Positives

• Increases a director's direct ownership stake in the company, aligning their interests with shareholders.
• Part of a standard compensation package, indicating stable corporate governance practices for director remuneration.

Negatives

• No direct negatives identified; this is a routine compensation event.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

NA

Management Comments

• The Restricted Shares were issued under Mr. Zarin'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

This is a routine director compensation event common across publicly traded companies, reflecting standard corporate governance practices for non-employee directors. It does not provide specific industry-wide insights.

Comparison to Industry Standards

• The practice of granting equity as part of non-employee director compensation is a common industry standard, aligning director interests with long-term shareholder value.
• The $100,000 annual equity grant is within the typical range for non-executive director compensation at companies of similar market capitalization, though specific benchmarks would require detailed peer analysis.

Corporate Governance

Related Party Transactions

• The grant of 20,964 shares of Class A Common Stock to Director Larry Zarin as part of his compensation package constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The grant increases director ownership, potentially aligning interests, but also represents a dilution of existing shares, albeit minor in this context.
• Directors: Larry Zarin's compensation package is fulfilled, increasing his equity stake in the company.

Next Steps

• The granted shares will vest on the first anniversary of the grant date (December 10, 2026).

Key Dates

Recommendation

This Form 4 filing details a routine, expected equity grant to a director as part of their compensation. It does not contain any new information that would fundamentally alter the investment thesis for 1-800-FLOWERS.COM INC. While it slightly increases director alignment, the impact on the company's overall valuation or operational performance is negligible. Therefore, a "hold" recommendation is appropriate as this event alone provides no strong catalyst for a "buy" or "sell" decision.

Keywords

1-800-FLOWERS, FLWS, Larry Zarin, Director Compensation, Stock Grant, SEC Form 4, Beneficial Ownership, Class A Common Stock, Equity Compensation