Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
−Removed: A&F’s Class A Common Stock (“Common Stock”) is traded on the New York Stock Exchange under the symbol “ANF.”
−Removed: The following graph shows the changes, over the five-year period ended January 29, 2022 (the last day of A&F’s Fiscal 2021) in the value of $100 invested in (i) shares of A&F’s Common Stock;
+Added: Market Information and Holders
+Added: A&F’s Class A Common Stock, $0.01 par value (“Common Stock”) is traded on the New York Stock Exchange under the symbol “ANF.” As of March 24, 2023, there were approximately 2,600 stockholders of record.
+Added: However, when including investors holding shares of Common Stock in broker accounts under street name, A&F estimates that there were approximately 38,000 stockholders.
+Added: Performance Graph
+Added: The following graph shows the changes, over the five-year period ended January 28, 2023 (the last day of A&F’s Fiscal 2022) in the value of $100 invested in (i) shares of Common Stock;
(ii) Standard & Poor’s 500 Stock Index (the “S&P 500”);
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
−Removed: Among Abercrombie & Fitch Co., the S&P 500 Index and the S&P Apparel Retail Index
−Removed: 1/28/17 2/3/18 2/2/19 2/1/20 1/30/21 1/29/22
−Removed: Abercrombie & Fitch Co.
+Added: Among A&F, the S&P 500 Index and the S&P Apparel Retail Index
02/03/18 02/02/19 02/01/20 01/30/21 01/29/22 01/28/23
+Added: A&F $ 100.00 $ 107.93 $ 86.44 $ 123.98 $ 196.10 $ 146.77
S&P 500 100.00 99.93 121.46 142.39 172.28 160.83
S&P Apparel Retail 100.00 113.06 131.73 143.75 159.17 190.20
−Removed: * $100 invested on 1/27/17 in stock or 1/31/17 in index, including reinvestment of dividends.
−Removed: Indexes calculated on month-end basis.
+Added: * $100 invested on February 03, 2018, including reinvestment of dividends.
Copyright© 2023 Standard & Poor’s, a division of S&P Global.
All rights reserved.
−Removed: (1) This graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to SEC Regulation 14A or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that A&F specifically requests that the graph be treated as soliciting material or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
−Removed: As of March 25, 2022, there were approximately 2,700 stockholders of record.
−Removed: However, when including investors holding shares of Common Stock in broker accounts under street name, A&F estimates that there were approximately 34,000 stockholders.
+Added: (1) This performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or to the liabilities of Section 18 of the Exchange Act, except to the extent that A&F specifically requests that the performance graph be treated as soliciting material or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Abercrombie & Fitch Co.
2022 Form 10-K
−Removed: There were no sales of equity securities during Fiscal 2021 that were not registered under the Securities Act.
−Removed: The following table provides information regarding the purchase of shares of the 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 Exchange Act during each fiscal month of the thirteen weeks ended January 29, 2022:
+Added: Equity Securities
+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 January 28, 2023:
Period (fiscal month) Total Number of Shares Purchased (1)
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October 30, 2022 through November 26, 2022 — $ — — $ 232,184,768
−Removed: November 28, 2021 through January 1, 2022 2,866,256 $ 35.29 2,865,332 $ 398,872,318
+Added: November 27, 2022 through December 31, 2022 1,444 18.86 — 232,184,768
January 1, 2023 through January 28, 2023 — — — 232,184,768
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(1) An aggregate of 1,444 shares of A&F’s Common Stock purchased during the thirteen weeks ended January 28, 2023 were withheld for tax payments due upon the vesting of employee restricted stock units and 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: (2) On November 23, 2021, we announced that the 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
(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.
The shares may be purchased, from time to time, depending on business and market conditions.
−Removed: Dividends are declared at the discretion of A&F’s Board of Directors.
−Removed: In May 2020, the Company announced that it had temporarily suspended its dividend program.
+Added: In May 2020, the Company announced that it had suspended its dividend program in order to preserve liquidity and maintain financial flexibility in light of the COVID-19 pandemic.
The Company’s dividend program remains suspended.
The Company may in the future review its dividend program to determine, in light of facts and circumstances at that time, whether and when to reinstate.
−Removed: A&F’s Board of Directors reviews and establishes a dividend amount, if any, based on A&F’s financial condition, results of operations, capital requirements, current and projected cash flows, business prospects and other factors and any restrictions under the Company’s agreements related to the Senior Secured Notes and the ABL Facility.
+Added: Any dividends are declared at the discretion of the Board of Directors.
+Added: The Board of Directors reviews and establishes a dividend amount, if at all, based on A&F’s financial condition, results of operations, capital requirements, current and projected cash flows, business prospects and other factors and any restrictions under the Company’s agreements related to the Senior Secured Notes and the ABL Facility.
There can be no assurance that the Company will pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past dividends.
2 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.