Key Highlights

● 1-800-Flowers.com agreed to sell its personalization businesses to PlanetArt, LLC for $45.0 million in cash, subject to working capital adjustments.

● The asset purchase agreement was signed on September 26, 2026, and the press release says closing is targeted within weeks.

● The company aims to simplify its portfolio and reinvest part of the proceeds into revenue-generating initiatives across primary brands.

● The company says it will update fiscal 2027 guidance in its first-quarter earnings release to reflect the transaction.

1-800-Flowers.com, Inc. (NASDAQ:FLWS) filed a Form 8-K on September 29, 2026, reporting that it has agreed to sell its personalization businesses to PlanetArt, LLC for $45.0 million in cash, subject to working capital and other adjustments. The filing covers an asset purchase agreement signed on September 26, 2026, and is accompanied by a press release dated September 29, 2026.

What Is Being Sold

The filing identifies the sellers as 1-800-Flowers.com, Inc., a Delaware corporation, and certain of its wholly owned subsidiaries. The purchaser is PlanetArt, LLC, a Delaware limited liability company. The assets are the Personalization Businesses, defined in the filing as the Personalization Mall, Things Remembered and Personalization Universe businesses. The press release refers to the deal as a sale of PersonalizationMall.com and Things Remembered.

The 8-K is filed under Item 1.01, entry into a material definitive agreement, and Item 7.01, Regulation FD disclosure covering the press release. The full asset purchase agreement is filed as Exhibit 2.1 and the press release as Exhibit 99.1.

Terms of the Agreement

The purchase price is $45.0 million in cash. The filing does not give a figure for the expected adjustments, and it does not state the revenue or earnings of the businesses being sold. The agreement contains customary representations, warranties and covenants, and it requires the sellers to indemnify the purchaser for certain specified matters.

Closing is subject to conditions that include the absence of a Business Material Adverse Effect since the date of the agreement and the accuracy of the parties' representations and warranties, together with compliance by each party with its obligations. The agreement also includes customary termination rights for both the purchaser and the sellers.

The agreement contemplates two arrangements that would follow closing. One is a commercial agreement covering the ongoing sale of certain products, which the press release says would allow 1-800-Flowers.com to continue offering select PersonalizationMall.com products to its customers. The other is a transition services agreement under which the sellers and the purchaser would each provide certain services to the other after closing.

The Company's Stated Rationale

According to the press release, the company aims to simplify its portfolio, strengthen its financial position and direct resources toward its primary brands and strategic growth initiatives. It quotes Chief Executive Officer Adolfo Villagomez as saying the transaction reflects that approach and provides greater financial flexibility. The company says it plans to reinvest a portion of the proceeds into revenue-generating initiatives across its primary brands.

The release does not say how much of the proceeds will be reinvested or how the sale will affect reported results. It does say that the company will update its fiscal 2027 guidance in its first-quarter earnings release to reflect the effect of the transaction.

The press release says the transaction is targeted to close within weeks, subject to customary closing conditions. The filing does not give a specific closing date.

1-800-Flowers Sale Terms After the PlanetArt Closing

1-800-Flowers.com says it will update fiscal 2027 guidance to reflect the transaction in its first-quarter earnings release. The commercial agreement and the transition services agreement, which the filing describes only in general terms, will govern the relationship between the two companies after closing.