Form 4: Fund 1 Investments, LLC Increases Stake in 1-800 FLOWERS.COM Inc. Through Stock Purchases and Swap Agreements

Fund 1 Investments, LLC and related entities increased their beneficial ownership in 1-800 FLOWERS.COM Inc. through common stock purchases and cash-settled total return swaps.

Summary

• Fund 1 Investments, LLC, along with PLP Funds Master Fund LP and Pleasant Lake Partners LLC, filed a Form 4 detailing changes in beneficial ownership of 1-800 FLOWERS.COM Inc. (FLWS) stock.
• The reporting persons acquired Class A Common Stock through open market purchases on February 27, 2025, February 28, 2025, and March 3, 2025, at prices ranging from $6.6201 to $6.9562 per share.
• These purchases increased their holdings to 7,642,969 shares.
• Additionally, the reporting persons have entered into cash-settled total return swaps with an unaffiliated third party, providing economic exposure to 3,701,566 notional shares of FLWS stock.
• The expiration date of the Swap Agreements will be automatically extended for successive 12 month periods unless one party provides written notice to the other party, at least 30 calendar days prior to the first extension and at least 15 calendar days prior to any subsequent extension, not to so extend the expiration date.
• As of March 3, 2025, the reporting persons' beneficial ownership, including shares and swap agreements, totals 3,701,566 shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The increased investment suggests confidence, but the use of swaps introduces complexity and potential risk. The filing itself is a routine disclosure.

Positives

• Increased investment by Fund 1 Investments, LLC could signal confidence in the future performance of 1-800 FLOWERS.COM Inc.

Risks

• The use of cash-settled total return swaps introduces complexity and potential counterparty risk.
• The reporting persons disclaim beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.

Future Outlook

The expiration date of the Swap Agreements will be automatically extended for successive 12 month periods unless one party provides written notice to the other party, at least 30 calendar days prior to the first extension and at least 15 calendar days prior to any subsequent extension, not to so extend the expiration date.

Management Comments

• Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
• Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.

Industry Context

This filing indicates investment activity in the consumer discretionary sector, specifically in the online retail space. Monitoring similar filings from other institutional investors in 1-800 FLOWERS.COM and its competitors (e.g., FTD Companies, Teleflora) can provide insights into broader market sentiment.

Comparison to Industry Standards

• Comparing the investment strategy of Fund 1 Investments, LLC with other activist investors or hedge funds in the consumer discretionary sector could reveal similarities or differences in their approaches.
• Analyzing the use of cash-settled total return swaps relative to direct equity ownership among comparable investment firms can provide insights into risk management and investment preferences.
• The level of ownership (approximately 10%) is significant and suggests a potentially active role in influencing company strategy, similar to other activist investors who build substantial stakes.

Stakeholder Impact

• Increased institutional ownership could lead to greater scrutiny of management decisions.
• The investment may signal confidence to other investors, potentially impacting the stock price positively.

Key Dates