What changed in this filing

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Item 1. Business

2025-03-06 compared with 2024-03-07 · 130 added, 101 removed, 135 unchanged (63% of the section changed)

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Brands Holdings Corp.

(“a.k.a.”) was formed as a Delaware corporation on May 19, 2021.

is a group of next-generation fashion brands for the next generation of consumers.

(“a.k.a.”) maintains a portfolio of global fashion brands, Princess Polly, Culture Kings, Petal and Pup and mnml.

Through these brands we reach a broad audience of next-generation consumers who seek fashion inspiration on social media and primarily shop online.

Our brands are hyper-focused on the customer and serving them newness and a seamless experience throughout the entire shopping journey.

We leverage a data-driven ‘test, repeat & clear’ merchandising model that allows us to introduce new and exclusive fashion weekly, so our customers are always on-trend.

We leverage innovative data-driven insights to authentically connect and engage with customers across the latest marketing platforms.

Further, we are committed to showing up for customers wherever they shop, whether that’s online, in-stores or through wholesale channels.

Leveraging our industry expertise and operational synergies, we help accelerate our brands so they can grow faster, reach broader audiences, achieve greater scale and enhance their profitability.

We believe we are disrupting the status quo and pioneering a new approach to fashion.

Through our portfolio of next-generation global brands, we reach a broad audience across accessible price points and varied styles.

Our current brands share a common focus on Millennial and Gen Z consumers who seek fashion inspiration on social media and primarily shop online.

Nimble by design, our innovative brands are customer-centric and have authentic and engaging relationships with their target audiences through highly relevant social content and other marketing strategies.

Leveraging innovative, data-driven insights, our brands introduce fresh content and high-quality merchandise daily.

Our operating model accelerates the growth and profitability of our existing brands, and we aim to continue expanding our portfolio.

Simply put, our brands are better together.

We believe we are differentiated by our ability to attract and retain a wide range of Millennial and Gen Z consumers through authentic brand messaging and curated, on-trend fashion.

In 2023, we achieved $546.3 million in net sales and adjusted EBITDA of $13.8 million.

In 2024 as compared to 2023, we:

• Increased net sales to $574.7 million from $546.3 million , representing 5% year-over-year growth

• Increased U.S.

net sales to $368.8 million from $315.5 million , representing 17% year-over-year growth

• Expanded gross margin by 200 basis points to 57% from 55%

• Reduced our net loss to $26.0 million from $98.9 million

• Increased Adjusted EBITDA to $23.3 million from $13.8 million , representing 69% year-over-year growth

• Attracted 4.1 million active customers, an increase of 9% from the prior year

• Received approximately 7.3 million orders, an increase of 7% from the prior year

Brands currently consists of four brands:

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Brands in July 2018.

With a tagline of “Wear It This Weekend,” Princess Polly focuses on providing fun dresses, tops, shoes and accessories with body-confident and trendy fashion designs.

The brand operates predominantly online and targets female customers between the ages of 15 and 25, who value the brand’s high-quality assortment, compelling price points and free and fast shipping.

We engage with Princess Polly customers through the brand’s constant stream of inspirational social media content, and the Princess Polly brand provides fresh, new and affordable merchandise arriving daily.

Princess Polly is a leading fashion brand loved globally for its trend-driven designs, viral online presence and exclusive influencer collaborations.

At the forefront of hybrid retail, Princess Polly connects with customers worldwide through an unmatched online experience, engaging retail stores and coveted wholesale partners.

With a focus on making the latest trends accessible and ethically sourced, Princess Polly continues to drive connection with its ever-growing community of loyal next-generation customers.

The brand operates predominantly online and targets female customers between the ages of 15 and 25, who value the brand’s high-quality, fresh and exclusive fashion styles at accessible price points.

Since joining a.k.a.

Brands, Princess Polly has experienced rapid growth and increasing brand awareness in the United States.

In connection with Princess Polly’s expansion in the U.S., in September of 2023, Princess Polly opened its first brick and mortar store in Century City, Los Angeles, and we plan to open more stores across the U.S.

Founded in Australia in 2015, Petal & Pup joined a.k.a.

Brands in August 2019.

The brand operates exclusively online and offers an assortment of trendy, flattering, feminine styles and dresses for special occasions.

The brand targets female customers typically in their 20s or 30s, with more than 70% of customers between the ages of 25 and 34.

In 2019, Petal & Pup expanded to the United States, which is now its fastest growing geography.

In connection with Princess Polly’s expansion in the U.S., in September of 2023, Princess Polly opened its first brick and mortar store in Century City, Los Angeles.

Based on the customer feedback and success of the first store, Princess Polly opened five more stores across the U.S.

in 2024 in San Diego, CA;

Scottsdale, AZ;

Santa Clara, CA;

and Boston, MA.

The brand plans to open more locations across the U.S.

in 2025, including an 8,000 square foot store in the SoHo neighborhood of New York City.

Petal & Pup, founded in Australia in 2014 and expanded into the U.S.

via its acquisition by a.k.a.

Brands in 2019, is a rapidly growing global feminine lifestyle brand, targeting women in their 20s and 30s.

Petal & Pup’s collections embody a vibrant, confident femininity, inspired by its Australian roots and designed to encourage women to celebrate life's moments.

What started as an online brand, Petal & Pup has experienced significant expansion, particularly in the United States, and can now be found in major U.S.

retailers including Nordstrom, Target, Macy’s, Victoria’s Secret and Amazon.

Culture Kings

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Brands in March 2021.

Culture Kings is a premium multi-channel retailer of streetwear apparel, footwear, headwear and accessories.

The brand offers its customers a curated assortment from over 100 leading third-party streetwear brands, as well as a large and growing portfolio of in-house designed brands and exclusive products that embody the relationship between music, sports, art and fashion.

The brand targets male consumers between the ages of 18 and 35 who are fashion conscious, highly social and digitally focused.

More than 40% of Culture Kings’ products are exclusive and approximately 75% of its sales are made online.

Culture Kings engages with customers through a combination of compelling online and offline marketing strategies that leverage the latest in music, fashion, art and celebrities to create brand hype and product excitement.

The brand operates nine experiential concept stores in major cities in Australia and New Zealand, and opened its first U.S.

Culture Kings is a premier international streetwear retail destination, standing at the intersection of fashion, art, sports and music, and a leader in the worldwide streetwear phenomenon.

Culture Kings offers its customers a curated assortment of 20 in-house designed brands, such as Loiter, Carre and Saint Morta, and exclusive products from over 100 leading third-party streetwear brands, including Nike, New Era, Mitchell and Ness and more.

Culture Kings operates nine experiential concept stores in major cities in Australia and New Zealand, and opened its first U.S.

store in Las Vegas in November 2022.

We believe these stores serve as a powerful customer acquisition tool, and provide customers a unique and immersive brand experience.

The stores feature engaging in-store designs and product displays, storefronts designed by best-in-class graffiti artists, exclusive product releases, including promotional products only available in-store and event-driven in-store activations.

The stores host a variety of public events and creative activities designed to instill feelings and emotions of excitement such as sneaker vending machines, basketball shooting competitions, live DJ sessions and appearances by global celebrities and tastemakers, including athletes and on-trend musicians.

The brand creates digital content based on the events and activities in-store and publishes them online, generating further hype on social media.

The unique in-store experience generates excitement and anticipation, driving demand and traffic online and offline, and creating customer affiliation with the Culture Kings brands, not just the products sold.

The brand has become internationally recognized for its immersive shopping experiences, both online and in-stores, that offer customers top brands and exclusive products, event-driven store activations, live DJs, Holy Grail arcades, basketball courts and music performances in store.

The in-store experience generates excitement and anticipation on social media, driving demand and traffic online and offline and creating customer affiliation with the Culture Kings brands, not just the products sold.

Founded in Los Angeles in 2016, mnml joined a.k.a.

Brands in October 2021.

mnml is a men’s streetwear brand that designs premier, fashion-forward apparel, with an emphasis on bottoms, at affordable prices.

mnml is a men’s streetwear brand that designs premier, fashion-forward apparel at accessible prices.

As an early mover in the direct-to-consumer streetwear segment, mnml has created powerful brand recognition and is an established destination for modern wardrobe staples, current trends and highly sought-after styles.

The brand has developed a data-driven merchandising model to bring quality, on-trend fashion to customers faster and at an accessible price point.

mnml’s authentic social media marketing strategy, highlighted by its more than one million followers across social platforms, drives efficient customer acquisition and strong brand loyalty.

In 2023, mnml apparel was spotted on over 100 professional athletes who shared their outfits across social media, and became a top selling brand for Culture Kings in the U.S.

Next Generation Retail

Data-Driven Merchandising with High Penetration of Exclusive High-Quality Fashion

Our brands aim to deliver constant newness and excitement by creating and curating on-trend and affordable fashion.

In addition to its powerful direct-to-consumer channels, mnml is a top-seller at Culture Kings, both online and in stores, and began testing marketplace and wholesale initiatives in 2024 to expand brand awareness.

Our Competitive Strengths

Great Product

Exclusive High-Quality Fashion

Our women’s merchandise is designed in-house and exclusive to our brands, and the majority of our streetwear styles are either exclusive in-house designed brands or exclusive styles from leading third-party brands.

Culture Kings designs and creates fashion apparel styles under approximately 20 owned brands and sells hundreds of styles of third-party brands primarily in headwear and footwear to complete the streetwear outfit.

Our customers’ satisfaction with the fit, quality, affordability and exclusivity of our styles is further reflected in our sales return rates across our brands, which was well below industry average in 2024 at approximately 17.7%.

Customers are proud to wear and name our brands.

Data-Driven Merchandising Drives On-Trend Fashion with Strong Gross Margins

Our customers crave newness and excitement and we deliver this by creating and curating on-trend, high-quality and affordable fashion.

We utilize real-time data and consumer insights to identify the latest trends, and work with our global sourcing network to quickly bring new, high-quality products to market.

Our women’s brands merchandise is purchased using our agile “test-and-repeat” merchandising model, which enables us to quickly react to customer demand and test product appeal without taking large initial inventory positions, yet still capture in-season demand.

This model provides greater certainty that our merchandise is always on-trend and customer-led, with minimal inventory risk because we only replenish the styles for which there is demonstrated customer demand.

Our brands’ compelling merchandising strategy is anchored by a high proportion of exclusive styles that cannot be found elsewhere.

Our women’s brands sell mostly exclusive styles and the majority of our streetwear styles are either exclusive in-house designed brands or exclusive styles from leading third-party brands.

We Efficiently Acquire Customers Through Authentic Content and Innovative, Measurable Marketing

Our brands engage with customers by releasing a stream of inspiring digital content at high frequency across multiple channels where we know our customers are.

Our women’s brands merchandise is all purchased using our agile test, repeat & clear merchandising model, which enables us to quickly react to customer demand and test product appeal without taking large initial inventory positions.

We buy small quantities of new styles, release them on social media and our sites weekly, quickly read customer data to analyze the demand and replenish best-selling product in 30-60 days.

This model provides greater certainty that our merchandise is always on-trend, quick to market and with minimal inventory risk because we only replenish the styles for which there is demonstrated customer demand.

While our women’s brands have fully adapted the test, repeat & clear model, beginning in 2024 we began transforming the Culture Kings owned brands merchandising approach to adapt the model as well.

Loiter, one of Culture Kings owned brands is the furthest along in this transition and delivered tripled digit revenue growth and gross margin dollar growth in 2024, a further testament to the strength of the test, repeat & clear model.

Our test, repeat & clear merchandising strategy is only possible because the majority of our styles are exclusive styles that cannot be found elsewhere.

Direct-to-Consumer First Brands who Efficiently Acquire Customers Through Authentic Content

Our brands seek to constantly innovate their marketing strategies and reach their customers organically across all channels including social media, paid performance and innovative brand marketing strategies.

Our brands engage with customers by releasing a stream of inspiring digital content at high frequency across multiple platforms where we know our customers are.

We believe our content-rich narrative and authentic brand messaging drives organic traffic to our websites, efficiently generating demand, enhancing connectivity with customers and amplifying our brand communities.

Our brands constantly innovate their marketing strategies and reach their customers organically across all channels including social media, paid performance and innovative in-house channels.

Core to our marketing strategy is the use of social media influencers, and we maintain relationships with approximately 25,000 influencers globally and utilize them to test and launch new products, gather customer feedback, increase brand awareness and acquire new customers in a cost-effective manner.

In 2023, across a.k.a.

Brands, we had nearly 13 million followers on social media and served more than 3.7 million active customers.

In addition to social media marketing, we also leverage our stores and off-site locations to host both influencer marketing events as well as events open to customers to deepen our engagement.

Core to our marketing strategy is the use of social media influencers, and we maintain relationships with thousands of influencers globally and utilize them to test and launch new products, gather customer feedback, increase brand awareness and acquire new customers in a cost-effective manner.

In addition to social media marketing, we also leverage our stores and off-site locations to host both influencer marketing events as well as marketing activations to expand brand awareness.

For example, in 2024 Culture Kings held unique and exciting activations and collaborations with WWE, ComplexCon, UFC, Formula1, Summer Smash and more.

We intend to continuously test new marketing channels and may add new brands to our portfolio to stay top-of-mind, re-inventing as necessary to not age our with our customers.

Meet Our Customers Anywhere

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However, to build a next-generation brand, we believe it’s imperative to show up where our customers are shopping.

Culture Kings operates nine experiential and immersive concept stores in major cities in Australia and New Zealand, and opened its first U.S.

Princess Polly opened its first store in Los Angeles, California, in September 2023 and based on the success of the initial store, the brand opened five more stores across the U.S.

Culture Kings also operates nine experiential and immersive concept stores in major cities in Australia and New Zealand, and opened its first U.S.

store in Las Vegas in November 2022.

We believe these stores serve as a powerful customer acquisition tool, and provide customers a unique and immersive brand experience.

In 2023, we began piloting wholesale and marketplace initiatives and opened a store for Princess Polly to build brand awareness and increase brand touchpoints for our customers.

Flexible Back-End Operations

Our brands operate independently but have access to resources, guidance and vendors at the a.k.a.

Brands level.

We believe this model balances scale-enabled cost savings with operational flexibility, facilitates low-risk innovation and accommodates the needs of our brands at various stages of growth.

Our operating model is designed to provide collective advantages, by leveraging access to a highly-skilled leadership team who have deep expertise in the business of fashion, sharing learnings across the brands and accelerating profitable growth through flexible back-end operations at lower costs.

We believe our next-generation stores serve as a powerful customer acquisition tool, and provide customers a unique and immersive brand experience.

In 2023, we also began piloting wholesale and marketplace initiatives across our brands to build brand awareness and increase brand touchpoints for our customers.

In 2024, Petal & Pup and Princess Polly successfully launched in 42 and 20 Nordstrom stores, respectively, and on Nordstrom.com with plans to expand to all stores in 2025.

At the end of 2024, across our brands, we had partnerships in place with leading retailers such as:

Nordstrom, Victoria’s Secret, Liverpool, Macys.com and Target.com.

Operational Excellence

Asset Light Technology and Operations

Our brands leverage a broad network of third-party service and technology providers, which allows us to implement the latest capabilities with limited upfront investment and quickly adopt innovations in the market.

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We customize our approach for each brand to allow for optimization and tailored growth tools, which sets us apart from other centralized platforms.

For example, while we maintain a network of proven vendors across the portfolio, we allow our brands to take a custom approach to which vendors they use.

Therefore, there is minimal operational disruption when we acquire new brands given our flexible operations approach.

Additionally, given our scale, we negotiate favorable rates with our vendors, providing our brands with attractive terms and enhancing overall profitability.

Robust and Flexible Platform to Support Growth

Our brands operate independently but have access to resources, guidance and vendors at the a.k.a.

Brands level.

We believe this model balances scale-enabled cost savings with operational flexibility, facilitates low-risk innovation and accommodates the needs of our brands at various stages of growth.

Our Growth Strategies

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We intend to execute the following strategies to expand our business and gain market share:

Grow Our Brands Organically in Our Existing Markets Through Direct-to-Consumer Growth and Omni-channel Expansion

Attract and Retain Customers

We believe our brands are underpenetrated in the markets in which they operate.

We think there is a significant opportunity to grow awareness of our brands due to the continued secular shift to eCommerce, as well as the strength of our data-driven marketing and merchandising model.

We intend to efficiently acquire new customers through continued investment in our content creation and social media capabilities, as well as through our network of approximately 25,000 influencers.

For example, in 2023, our women’s brands partnered with top-tier influencers, including Alix Earle, Delaney Childs, Georgie Stevenson, and our men’s brands partnered with athletes and celebrities such as Caleb Plant, Lando Norris, Chito Vera and more.

Through continued investment in these initiatives, we believe we will be able to further appeal to our core demographic of Millennial and Gen Z consumers and increase our market share.

While our brands primarily operate in the direct-to-consumer channel, and we expect that to continue in 2024, based on the success of our omnichannel tests in 2023, we intend to further expand our omnichannel initiatives in 2024 to further build brand awareness.

In 2023, we partnered with PacSun, Victoria’s Secret, Liverpool and other brands on wholesale engagements, which we expect will continue into 2024.

We also launched on Target’s, Macy’s and Nordstrom’s marketplaces or drop ship programs in 2023, and we plan to accelerate growth on those channels in 2024.

Additionally, based on the initial success of the Princess Polly store that opened in September 2023, we recently announced that we plan to open three to five additional Princess Polly stores in the U.S.

We believe we are building stores of the future that are experiential in nature and bring the brand to life through events and in-store activations.

Expand Product Categories and Offerings

We believe our brands are well positioned to grow by expanding product styles and entering new categories that are complementary to our brands’ current offerings.

Our brands aim to identify trends and evaluate opportunities leveraging digital capabilities, data-driven insights and a test-and-repeat merchandising model.

We believe our brands have a significant opportunity to expand product ranges, increase average order value and broaden customer reach.

We intend to continue to increase our mix of owned brands and exclusive offerings, which we believe generate higher margins and drive traffic to our websites.

In 2024, we anticipate that Princess Polly will expand its offering to include active and sleepwear, and we intend to bring more top-tier third party footwear brands to Culture Kings in the United States.

Increase Loyalty and Wallet Share

We intend to deepen customer relationships to improve customer retention and increase wallet share.

We aim to achieve this by enhancing our user experience, improving engagement, refining our customer segmentation, increasing personalization, launching loyalty programs across our brands and constantly introducing new styles, designer collaborations and exclusive items.

Our authentic content and steady stream of new styles encourages deep connections with new and existing customers, resulting in an attractive customer lifetime value.

We think there is a significant opportunity to grow awareness of our brands through the strength of our innovative and authentic marketing approach and successful test, repeat & clear merchandising model.

We intend to efficiently acquire new customers through continued investment in our content creation, brand marketing and social media capabilities.

We also intend to continue to refine our test, repeat & clear merchandising approach and convert all of Culture Kings owned-brands to this approach, which we believe will unlock revenue and gross margin growth.

We believe that our brands have a significant opportunity to expand product ranges, increase average order value and broaden customer reach.

We also intend to deepen customer relationships to improve customer retention and increase wallet share.

We aim to achieve this by enhancing our user experience, improving engagement, refining our customer segmentation, increasing personalization and testing third party artificial intelligence functions to improve the customer experience.

Expand our Omnichannel Reach Through Additional Stores and Wholesale Partnerships

Our brands primarily operate direct-to-consumer, and we expect that they will continue to operate in that manner as we continue to grow.

Based on the strong success of our omnichannel initiatives in 2024, we plan to accelerate our omnichannel expansion in 2025 to further build brand awareness.

In 2025, we anticipate that Princess Polly will open seven stores in the U.S., including the 8,000 square foot store in the SoHo neighborhood of New York City in March 2025.

We also signed leases and intend to open stores in:

Miami, Florida;

Glendale, California;

Columbus, Ohio;

White Plains, New York;

Garden City, New York;

and King of Prussia, Pennsylvania.

Based on the success of Princess Polly’s and Petal and Pup’s wholesale and marketplace initiatives, Princess Polly and Petal and Pup will launch in all Nordstrom stores across the U.S.

We will also continue growing our successful marketplace and wholesale initiatives with partners such as Liverpool, Victoria’s Secret and more in 2025 for Petal and Pup.

Culture Kings and mnml will also continue testing wholesale and marketplace opportunities in 2025 to expand their reach and attract new customers to the brand.

Grow Internationally

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In 2024, net sales to customers outside of the U.S.

and Australia was $28.0 million across 151 countries and territories and represented 5% of total sales.

and Australia/New Zealand was $25.6 million across 183 countries and territories and represented 4% of total sales.

We will continue to target markets that demonstrate strong social and digital media usage.

As part of our long-term strategy, we have identified several markets in which we believe we can successfully introduce one or more of our brands in the future, such as expanding Culture Kings in South Korea and Japan and Princess Polly in Canada, Europe and the U.K.

As part of our long-term strategy, we have identified several markets in which we believe we can successfully introduce one or more of our brands in the future, such as expanding Princess Polly in Canada, Europe and the U.K.

Additionally, we plan to enter into key markets through strategic wholesale and marketplace partnerships.

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We primarily operate in the large and growing global apparel, footwear and accessories industry.

According to Statista, a platform specialized in market and consumer data, the global apparel market grew to $1.7 trillion in 2023 and the global footwear market was valued at $400 billion in 2023.

The global apparel and footwear market is expected to grow to almost $2.0 trillion by 2027.

According to UniformMarket, the operator of industry trade journals and news websites, the global apparel market grew to $1.8 trillion in 2024 and the global footwear market was expected to reach a value of almost $500 billion in 2024.

The global apparel market is expected to grow to $2.0 trillion by 2028.

Though we ship our products globally, we operate primarily in two geographies:

and Australia.

has the largest apparel market of any country, and is projected to grow to an estimated $357 billion in 2024 and grow at a 1.9% CAGR from 2023 to 2027.

The Australian apparel market is expecting to grow to an estimated $21.5 billion in 2024 and grow at a 2.4% CAGR from 2023 to 2027.

has the largest apparel market of any country, which grew to $359 billion in 2024 and is expected to grow at a 2.1% compounded annual growth rate (“CAGR”) from 2024 to 2028.

According to Market Research Future, a global market research company, the Australian apparel market was expected to grow to over $23.0 billion in 2024 and grow at over a 3.0% CAGR through 2032.

We believe the key factors driving growth within the global apparel, footwear and accessories industry include favorable demographic trends and desire for constant newness.

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Consumers are increasingly turning to online channels to make purchases, driven by the growing Millennial and Gen Z populations and the increasing influence of social and digital media channels.

According to Grand View Research, a market research and consulting company, the global online apparel market was valued at approximately $583 billion in 2022, and was expected to grow at a 8.6% CAGR from 2022 to 2030.

According to Statista, the U.S.

According to Grand View Research, a market research and consulting company, the global online apparel market was valued at approximately $660 billion in 2024, and was expected to grow at an 8.6% CAGR through 2030.

According to Statista, a platform specialized in market and consumer data, the U.S.

online apparel, footwear and accessories market was valued at approximately $145 billion in 2024 and could surpass $219 billion by 2029.

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population, respectively, making them a large and growing demographic group with significant economic influence.

In addition, in the U.S., content consumption studies found that Millennials are the biggest users of social media, with 88% of them using social media weekly, while Gen Z consumers are the most digitally native, with 98% of them owning a smartphone and spending an average of four-and-a-half hours on social media each day.

In addition, in the U.S., content consumption studies found that 86% of Millennials use social media every day, while the use of social media by Gen Z consumers is growing at the fastest rate of any generation, with projected growth of 7.7% in 2024 alone.

Technology Infrastructure

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We aim to promote a safe and respectful environment for workers who make our products and protect their human rights.

For example, in 2023, Princess Polly maintained valid ethical manufacturing audits for 100% of final stage production, or tier-one production, and packaging production sites, and 100% visibility of non-functional process suppliers, or tier-two supply chain.

With global travel reopening, Princess Polly achieved 150 site visits in India, the U.S.

and China, while also expanding to two on-ground ethical sourcing resources in China.

The suite of tools to support factory managers and empower workers has also been improved, piloting e-learning for managers and grievance hotlines accessible to workers.

For example, in 2024, Princess Polly maintained valid ethical manufacturing audits for 100% of final stage production, or tier-one production, and made progress towards auditing all production sites with a direct relationship, including packaging, branded hardware and fabric.

The Princess Polly Social Responsibility team, with the support of two on-ground ethical sourcing resources in China, achieved 250 site visits in India, the U.S.

The team also hosted the inaugural Princess Polly Partner Conference for 90 partners in Guangzhou, China, which included a focus on Princess Polly’s Preferred Factory Program, a custom ethical sourcing and environment accelerator which launched in April 2024.

The suite of tools to support factory managers and the global a.k.a.

Brands team has also been improved, extending e-learning to over 80 Princess Polly and Culture Kings team members.

Princess Polly is the leader on ethical sourcing in our portfolio and amongst their digitally native brand peers, and we will leverage Princess Polly’s best practices and apply them to the rest of our portfolio.

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We are making on-trend fashion more sustainable and accessible to everyone by transitioning our products to be made with lower environmental impact.

Presently, 30% of Princess Polly’s product range is made from verified lower-impact materials, including organic, recycled, water-based or forest-friendly alternatives to conventional materials.

Princess Polly has also introduced recycled nylon basics and recycled sequin party styles and is aiming to have 60% of its products made with lower-impact materials by the end of 2025.

Presently, 35% of Princess Polly’s product range is made from certified lower-impact materials, including organic, recycled or forest-friendly alternatives to conventional materials.

Princess Polly is aiming to have 100% of its products made with lower-impact materials by 2030.

To make this possible, in 2024, Princess Polly expanded its Lower Impact Hub.

This fabric market makes the ‘Core 40’ lower-impact materials available to all Princess Polly suppliers, overcoming lead time and order quantity barriers while maintaining high product quality.

We are committed to protecting the planet by addressing climate change, promoting circularity and improving the environmental impact of our packaging, business operations and factories.

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In 2023, Princess Polly approved near- and long-term science-based emissions reduction targets with the Science Based Targets initiative (SBTi), in line with a 1.5 degree temperature rise.

Princess Polly is aiming to be carbon neutral by 2030 and is making progress towards its 2030 target for 52% Scope 3 emissions intensity reductions as, by mid-2023, they have achieved an intensity reduction of 16.9% on its base year.

Princess Polly is aiming to be carbon neutral by 2030 and is making progress towards its 2030 target for 52% Scope 3 emissions intensity reductions, and, by mid-2024, it has achieved an intensity reduction of 16% on its base year.

The online and offline retail markets generally are highly competitive and rapidly evolving.

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We believe we compete favorably across these factors taken as a whole.

Historically, we have achieved our largest quarterly revenues in the fourth fiscal quarter.

However, as our expansion into the U.S.

market continues, our quarterly revenues are less concentrated in the fourth fiscal quarter.

In fiscal year 2023, our net revenues in the first, second, third and fourth fiscal quarters represented 22%, 25%, 26% and 27% , respectively, of our total net sales for the year.

In fiscal year 2022, our net revenues in the first, second, third and fourth fiscal quarters represented 24%, 26%, 25% and 24% , respectively, of our total net sales for the year.

Due to our operations being concentrated in two distinct geographies (Australia and the United States), our business has experienced seasonality that may differ from that of other retailers.

The first quarter has historically been our lowest sales quarter, and that trend is likely to continue as we continue to expand into the U.S.

The following table presents quarterly net sales as a percentage of total annual net sales:

Years Ended December 31,

First quarter

20 % 22 % 24 %

Second quarter

26 % 25 % 26 %

Third quarter

26 % 26 % 25 %

Fourth quarter

28 % 27 % 25 %

100 % 100 % 100 %

Intellectual Property

We primarily protect our intellectual property through the trademark, copyright and trade secret laws of Australia and the United States.

As of December 31, 2023, we owned nearly 550 trademark registrations and 79 Internet domain names.

As of December 31, 2024, we owned over 500 trademark registrations and nearly 150 Internet domain names.

Although we have not sought copyright registration for our technology or works to date, we rely on common law copyright and trade secret protections in relation to our proprietary technology, products and the content displayed on our websites, including our photography and fabric prints that we design.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business