What changed in this filing

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Item 1. Business

2026-03-05 compared with 2025-03-06 · 77 added, 66 removed, 199 unchanged (42% of the section changed)

To be the global leader in fashion for the next generation of consumers through a portfolio of the most innovative brands.

Brands Holdings Corp.

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

Brands Holding Corp.

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

Our brands are customer-centric and trend-forward, with a focus on delivering fashion newness, compelling product assortments and a seamless omnichannel shopping experience.

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.

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net sales to $394.3 million from $368.8 million , representing 7% 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

• Expanded gross margin by 30 basis points

• Attracted 4.2 million active customers, an increase of 3% from the prior year

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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.

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.

In connection with its U.S.

expansion, Princess Polly opened its first brick-and-mortar store in September 2023 at Century City in Los Angeles.

Following positive customer response, Princess Polly expanded its physical retail footprint by opening five stores across the United States in 2024 and seven additional stores in the United States and one store in Australia in 2025.

As of December 31, 2025, Princess Polly operated fourteen stores globally and expects to open approximately 8 to 10 additional stores in 2026.

A full list of Princess Polly store locations can be found here:

https://us.princesspolly.com/pages/store-locator.

In addition, during 2025, Princess Polly launched in all Nordstrom department store locations, further expanding its physical presence and customer reach through a strategic wholesale partnership.

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

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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.

retailers including Nordstrom, Amazon, Stitch Fix and more.

Culture Kings

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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 offers its customers a curated assortment of in-house designed apparel 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.

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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.

In 2025, Culture Kings deepened its event-driven activation strategy with high-profile partnerships including a WWE collection launch during WrestleMania Weekend, a co-hosted Timberland performance during ComplexCon, and a Loiter x Yu-Gi-Oh capsule collection to drive brand awareness and customer engagement.

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

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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.

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.

In addition to its powerful direct-to-consumer channels, mnml is a top-seller at Culture Kings, both online and in stores, and continued testing marketplace and wholesale initiatives in 2025 to expand brand awareness.

Our Competitive Strengths

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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.

Culture Kings designs and creates fashion apparel styles under approximately 10 owned brands and sells hundreds of headwear and footwear styles of leading third-party brands, including Nike, New Era, Asics, Adidas and more, 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 2025 at approximately 18.3%.

Customers are proud to wear and name our brands.

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

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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.

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

With significant progress in 2025, this led to double digit net sales and gross profit dollar growth in Culture Kings owned brands such as Loiter.

Our test, repeat & clear merchandising strategy is 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.

Our brands engage with customers by releasing a stream of inspiring digital content at high frequency across over 20 different 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.

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 2025, our brands accelerated their TikTok growth strategies, including launching on TikTok Shop and leveraging TikTok Live for content creation.

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.

For example, in 2025 Culture Kings held unique and exciting activations and collaborations with WWE, ComplexCon, UFC, McLaren Racing, Summer Smash, TikTok Shop, Timberland and more.

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.

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.

Princess Polly opened its first store in Los Angeles, California, in September 2023 and, following positive customer response, expanded its physical retail footprint by opening five stores across the United States in 2024 and seven additional stores in the United States and one store in Australia in 2025.

As of December 31, 2025, Princess Polly operated fourteen stores globally and expects to open approximately 8 to 10 additional stores in 2026.

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

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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.

We also continue testing wholesale and marketplace initiatives across our brands to build brand awareness and increase brand touchpoints for our customers.

In 2025, Petal & Pup and Princess Polly successfully launched in all Nordstrom stores across the U.S., further expanding the brands’ footprint and customer touchpoints.

At the end of 2025, across our brands, we had partnerships in place with leading retailers such as:

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

Nordstrom, Amazon, Liverpool, Nuuly, Stitch Fix and more.

Operational Excellence

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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 also intend to refine our test, repeat & clear merchandising approach.

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

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Based on the strong success of our omnichannel initiatives in 2025, we plan to accelerate our omnichannel expansion in 2026 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.

In 2026, we anticipate that Princess Polly will open 8-10 stores across the U.S.

and Australia.

Additionally, based on the success of Princess Polly’s and Petal & Pup’s wholesale and marketplace initiatives, Princess Polly and Petal & Pup successfully launched in all Nordstrom stores across the U.S.

in 2025, and we intend to continue growing our successful marketplace and wholesale initiatives with partners such as Dillard’s, Nuuly, Stitch Fix, Nykaa, Von Maur and more in 2026 for Petal & Pup.

Culture Kings and mnml will also continue testing wholesale and marketplace opportunities in 2026 to expand their reach and attract new customers to the brand.

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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.

In 2026, we plan to open distribution for Princess Polly in the U.K.

to better meet the demand and lead times for our U.K.

and European customers.

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

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We will also look for ways to reduce our costs by leveraging our collective scale to negotiate improved terms with suppliers and vendors, including for raw materials, freight and shipping.

As our brands grow and gain scale, we intend to invest in automation and process improvement within our operations to drive lower variable costs and improved profitability.

As our brands grow and gain scale, we intend to invest in artificial intelligence, automation and process improvement within our operations to drive lower variable costs and improved profitability.

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

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.

According to UniformMarket, the operator of industry trade journals and news websites, the global apparel market grew to $1.84 trillion in 2025.

Total consumer spending in the apparel industry amounts to $2.4 trillion globally.

Total consumer spending in the global apparel market is expected to grow to $2.88 trillion by 2029.

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

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By pairing our own in-house technology with cloud software, we have been able to create a differentiated user experience that we can adjust as necessary while also leveraging engineering talent from some of the best software as a service (“SaaS”) companies in the world to scale rapidly and efficiently.

Our cloud-based, SaaS native strategy allows us to adopt innovative, dynamic technology and capabilities with limited upfront investment and nimbly adopt market-leading technologies as they are introduced.

Our cloud-based, SaaS native strategy allows us to adopt innovative, dynamic technologies, including emerging artificial intelligence (“AI”) and machine learning capabilities with limited upfront investment.

We selectively integrate AI-enabled tools to enhance decision-making, automation, personalization, and operational efficiency, while maintaining appropriate governance, security controls, and human oversight.

We continuously evaluate these technologies to ensure responsible use, protection of customer and company data, and alignment with our business objectives and values.

We consider this to be a key differentiating factor compared to traditional retail proprietary technology stacks and for which switching to a more agile cloud-based SaaS solution could be too costly and risky.

Our technology infrastructure integrates seamlessly across our organization, connecting in a way that allows constant iteration and improvement.

We leverage highly customizable solutions to provide customers optimal improved experiences, while limiting the costs and time required of custom bespoke solutions.

This approach allows us to easily test new capabilities on a limited and low-cost basis, analyze and learn from the results, and then roll out more broadly if successful.

We are leveraging our technology infrastructure to accelerate our scale and growth and drive efficiencies in areas spanning marketing, merchandising, customer experience, supply chain, operations and administration.

We leverage highly customizable solutions, including AI-assisted capabilities, to deliver improved customer experiences, while limiting the costs and time required of custom bespoke solutions.

This approach allows us to easily test new capabilities and AI use cases on a limited and low-cost basis, analyze and learn from the results, and then scale successful initiatives more broadly.

We are leveraging our technology infrastructure, including AI-enabled tools, to accelerate our scale and growth and drive efficiencies in areas spanning marketing, merchandising, customer experience, supply chain, operations and administration, while ensuring that critical decisions remain subject to appropriate human review and oversight.

We have established an AI Governance Policy and framework that includes periodic risk assessments, defined approval processes for new AI implementations, and ongoing monitoring of AI system outputs for accuracy and potential bias.

We source our products from a network of international suppliers.

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• We are diverse—celebrating and expanding the diversity of our customers and teams;

• We act with integrity and practice responsible fashion—when in doubt, we resort to the high standard.

• We act with integrity and practice responsible fashion—when in doubt, we hold ourselves to the highest standard.

As of December 31, 2025, we had more than 1,650 full- and part-time employees.

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ethical sourcing, sustainability, environment and equality & community.

Princess Polly was recognized as a business that meets high standards of social and environmental impact by achieving a B Corp certification in 2025.

This certification reflects the commitment to creating lasting positive change in the fashion industry while continuing to make on-trend fashion accessible and sustainable.

Ethical Sourcing

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

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.

For example, in 2025, Princess Polly maintained valid ethical manufacturing audits for 100% of final stage production, or tier-one production, and extended this to also cover 100% of 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 360 site visits in India, Vietnam and China.

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.

Brands team has also been improved, extending e-learning to over 120 Princess Polly and Culture Kings team members, and making all tools available in Vietnamese to support production diversification.

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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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, and, by mid-2024, it has achieved an intensity reduction of 16% on its base year.

Princess Polly met its 2025 SBTi renewable energy target, and will continue to source 100% renewable energy annually.

Princess Polly also achieved a 2025 CDP score of A- and is making progress towards its 2030 target for 52% Scope 3 emissions intensity reductions, and, by mid-2025, it has achieved an intensity reduction of 23% on its base year.

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

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Government Regulation

Our business is subject to a number of domestic and foreign laws and regulations that affect companies conducting business on the Internet, many of which are still evolving and could be interpreted in ways that could harm our business.

These laws and regulations include federal and state consumer protection laws and regulations (including the General Data Protection Regulation in the European Union), which address, among other things, the processing of payments, privacy, data protection, information security, sending of commercial email and other laws regarding unfair and deceptive trade practices.

We are also subject to laws and regulations governing the accessibility of our websites, including under the Americans with Disabilities Act.

Our business is also subject to additional laws and regulations, including restrictions on imports from, exports to, and services provided to persons located in certain countries and territories, as well as foreign laws and regulations addressing topics such as advertising and marketing practices, customs duties and taxes and consumer rights, any of which might apply by virtue of our operations in foreign countries and territories or our contacts with consumers in such foreign countries and territories.

In addition, apparel, shoes and accessories sold by us are also subject to regulation by governmental agencies in Australia, New Zealand and the United States, as well as various other federal, state, local and foreign regulatory authorities.

These laws and regulations principally relate to the materials, proper labeling, advertising, marketing, manufacture, licensing requirements, flammability testing, safety, shipment and disposal of our products.

We are also subject to laws, rules and regulations relating to the operations of our stores and warehouses.

We are also subject to environmental laws, rules and regulations.

Similarly, apparel, shoes and accessories sold by us are also subject to import regulations in the United States and other countries concerning the use of wildlife products for commercial and non-commercial trade.

We do not estimate any significant capital expenditures for environmental control matters either in the current fiscal year or in the near future.

Our business is subject to a number of domestic and foreign laws and regulations that affect companies conducting business on the Internet and through retail stores, many of which are still evolving and could be interpreted in ways that could harm our business.

The following is a summary of the principal areas of government regulation applicable to our operations and is not intended to be an exhaustive description of all laws and regulations to which we are subject.

We are subject to a variety of federal, state, and international laws and regulations governing privacy, data protection, and information security, including a growing number of comprehensive state privacy laws in the United States, the General Data Protection Regulation ("GDPR") in the European Union, and similar data protection laws in Australia, New Zealand, and other jurisdictions in which we operate or do business.

We are also subject to federal and state consumer protection laws and regulations, including those enforced by the Federal Trade Commission ("FTC"), addressing unfair and deceptive trade practices, advertising and marketing practices, electronic communications, endorsement and disclosure requirements applicable to our influencer and social media marketing practices, and laws governing the accessibility of our websites and mobile applications, including the Americans with Disabilities Act ("ADA").

Our products are subject to regulation by governmental agencies in the United States, Australia, New Zealand, and other jurisdictions, including the Consumer Product Safety Commission ("CPSC"), relating to materials, labeling, advertising, marketing, manufacture, licensing, flammability testing, safety, shipment, and disposal.

We are subject to laws and regulations governing international trade, including trade sanctions and embargo programs administered by the Office of Foreign Assets Control ("OFAC"), import regulations enforced by U.S.

Customs and Border Protection ("CBP"), export controls administered by the U.S.

Department of Commerce, and applicable customs and tariff laws in the countries in which we operate or to which we ship products.

Our products are also subject to import regulations in the United States and other countries, including those enforced by the U.S.

Fish and Wildlife Service, concerning the use of wildlife products for commercial and non-commercial trade.

Our supply chain is also subject to an evolving set of laws addressing forced labor, human trafficking, and supply chain transparency in the United States, Australia, and other jurisdictions.

We rely on trademark, trade dress, copyright, and other intellectual property protections and are subject to domestic and international laws governing the registration, maintenance, and enforcement of such rights.

We are subject to federal, state, local, and foreign laws governing employment and labor practices, including laws relating to wages and hours, workplace safety, anti-discrimination, and employee benefits, which vary across the jurisdictions in which we operate.

We are subject to income taxes, sales and use taxes, customs duties, and other tax obligations in the United States and foreign jurisdictions, including multi-state sales tax collection obligations arising from economic nexus standards.

We are also subject to various environmental laws and regulations, including emerging legislation in certain jurisdictions addressing textile waste, extended producer responsibility, and sustainability-related disclosure requirements.

We do not currently estimate significant capital expenditures for environmental control matters in the current fiscal year or in the near future, but the regulatory environment in this area continues to develop.

For more information about laws and regulations applicable to our business, see “Risk Factors–Risks Relating to Laws and Regulation.”

Corporate Information

We maintain a website located at aka-brands.com .

The information on, or accessible through, our website is not incorporated into and does not constitute a part of this Annual Report on Form 10-K or any other report or document we file with or furnish to the SEC.

Available Information

We file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports with the SEC.

You may obtain copies of these documents by accessing the SEC’s website at www.sec.gov.

In addition, as soon as reasonably practicable after such materials are furnished to the SEC, we make copies of these documents available to the public free of charge through our website.

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