Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: There were no sales of equity securities during the first quarter of Fiscal 2022 that were not registered under the Securities Act of 1933, as amended.
−Removed: The following table provides information regarding the purchase of shares of Common Stock of A&F made by or on behalf of A&F or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, during each fiscal month of the thirteen weeks ended April 30, 2022:
+Added: There were no sales of equity securities during the second quarter of Fiscal 2022 that were not registered under the Securities Act of 1933, as amended.
+Added: The following table provides information regarding the purchase of shares of Common Stock made by or on behalf of A&F or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act during each fiscal month of the thirteen weeks ended July 30, 2022:
Period (fiscal month) Total Number of Shares Purchased (1)
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Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs (2)(3)
−Removed: January 30, 2022 through February 26, 2022 — $ — — $ 357,959,371
−Removed: February 27, 2022 through April 2, 2022 3,692,062 30.85 3,260,022 257,959,401
−Removed: April 3, 2021 through April 30, 2022 451 34.79 — 257,959,401
+Added: May 1, 2022 through May 28, 2022 1,968 $ 32.94 — $ 257,959,401
+Added: May 29, 2022 through July 2, 2022 400,195 18.85 400,000 250,418,381
+Added: July 3, 2021 through July 30, 2022 600,663 17.06 600,000 240,184,764
Total 1,002,826 17.77 1,000,000 240,184,764
−Removed: (1) An aggregate of 432,491 shares of A&F’s Common Stock purchased during the thirteen weeks ended April 30, 2022 were withheld for tax payments due upon the vesting of employee restricted stock units and the exercise of employee stock appreciation rights.
+Added: (1) An aggregate of 2,826 shares of Common Stock purchased during the thirteen weeks ended July 30, 2022 were withheld for tax payments due upon the vesting of employee restricted stock units and the exercise of employee stock appreciation rights.
(2) On November 23, 2021, we announced that the A&F Board of Directors approved a new $500 million share repurchase authorization, replacing the prior 2021 share repurchase authorization of 10.0 million shares, which had approximately 3.9 million shares remaining available.
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in compiled form incorporating all amendments.]
−Removed: 10.1 Form of Performance Share Award Agreement used to evidence the grant of performance shares to associates (employees) of Abercrombie & Fitch Co.
−Removed: and its subsidiaries under the Abercrombie & Fitch Co.
−Removed: 2016 Long-Term Incentive Plan for Associates on or after March 24, 2022.*
+Added: 10.1 Abercrombie & Fitch Co.
+Added: 2016 Long-Term Incentive Plan for Associates (as amended on June 8, 2022) , incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K filed on June 9, 2022 (File No.
31.1 Certifications by Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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Abercrombie & Fitch Co.
−Removed: June 8, 2022 By:
−Removed: /s/ Scott Lipesky
−Removed: Scott Lipesky
+Added: September 7, 2022 By:
Executive Vice President and Chief Financial Officer
3 unchanged sentences
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.