Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−Removed: 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:
+Added: There were no sales of equity securities during the third 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 October 29, 2022:
Period (fiscal month) Total Number of Shares Purchased (1)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
−Removed: Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs (2)(3)
−Removed: May 1, 2022 through May 28, 2022 1,968 $ 32.94 — $ 257,959,401
−Removed: May 29, 2022 through July 2, 2022 400,195 18.85 400,000 250,418,381
−Removed: July 3, 2021 through July 30, 2022 600,663 17.06 600,000 240,184,764
+Added: Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2)(3)
+Added: July 31, 2022 through August 28, 2022 23,321 $ 16.58 — $ 240,184,764
+Added: August 29, 2022 through October 1, 2022 512,238 15.68 510,153 232,184,768
+Added: October 2, 2022 through October 29, 2022 629 17.06 — 232,184,768
Total 536,188 15.72 510,153 232,184,768
−Removed: (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.
−Removed: (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.
+Added: (1) An aggregate of 26,035 shares of Common Stock purchased during the thirteen weeks ended October 29, 2022 were withheld for tax payments due upon the vesting of employee restricted stock units and the exercise of employee stock appreciation rights.
+Added: (2) On November 23, 2021, we announced that A&F’s 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 for repurchase.
(3) The number shown represents, as of the end of each period, the approximate dollar value of Common Stock that may yet be purchased under A&F’s publicly announced stock repurchase authorization described in footnote 2 above.
8 unchanged sentences
3.2 Amended and Restated Bylaws of Abercrombie & Fitch Co.
−Removed: reflecting amendments through the date of this Quarterly Report on Form 10-Q, incorporated herein by reference to Exhibit 3.10 to A&F’s Annual Report on Form 10-K for the fiscal year ended February 3, 2018 (File No.
+Added: reflecting amendments through the date of this Quarterly Report on Form 10-Q, incorporated herein by reference to Exhibit 3.1 to to A&F’s Current Report on Form 8-K dated and filed November 22 , 20 22 (File No.
001-12107) [This document represents the Amended and Restated Bylaws of Abercrombie & Fitch Co.
in compiled form incorporating all amendments.]
−Removed: 10.1 Abercrombie & Fitch Co.
−Removed: 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.*
15 unchanged sentences
Abercrombie & Fitch Co.
−Removed: September 7, 2022 By:
+Added: December 6, 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.