8-KAccepted Sep 29, 7:05 AM ET
1-800-Flowers.com Announces Sale of Personalization Businesses for $45M
Accepted (ET)
7:05 AM
Sep 29, 2026
Filed
Sep 29, 2026
Documents
14
Size
1.1 MB
Summary
1-800-Flowers.com Announces Sale of Personalization Businesses for $45M
What Happened
- On September 26, 2026, 1-800-Flowers.com, Inc. and certain subsidiaries signed an Asset Purchase Agreement to sell assets (and have certain liabilities assumed) related to its Personalization Mall, Things Remembered and Personalization Universe businesses to PlanetArt, LLC.
- The agreed aggregate cash consideration is $45.0 million, subject to customary working capital and other adjustments. The agreement includes standard representations, warranties, indemnities and termination rights. The transaction has not closed and is subject to customary closing conditions, including the absence of a Business Material Adverse Effect, accuracy of reps/warranties, and receipt of specified third-party consents.
- The Purchase Agreement contemplates post-closing arrangements: a commercial agreement for continued sale of certain products to 1-800-Flowers customers and a transition services agreement providing limited post-closing services between the parties.
Key Details
- Agreement date: September 26, 2026; Purchaser: PlanetArt, LLC.
- Purchase price: $45.0 million in cash (subject to working capital and other adjustments).
- Closing conditions include absence of a Business Material Adverse Effect, accuracy of representations and warranties (with specified materiality standards), and required third-party consents.
- Company issued a press release on September 29, 2026 announcing the agreement (filed as Exhibit 99.1 to the 8-K).
Why It Matters
- This is a divestiture of 1-800-Flowers’ personalization-related businesses for a defined cash price, which will remove the related assets and liabilities from the company upon closing and provide cash proceeds (subject to adjustments).
- The inclusion of a commercial agreement and transition services agreement is intended to preserve customer continuity for a limited time after closing.
- The deal is not final until closing conditions are met, so investors should watch for updates on consents, any material adverse developments, and the ultimate closing and allocation of proceeds.