Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−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 October 29, 2022:
+Added: There were no sales of equity securities during the first quarter of Fiscal 2023 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 April 29, 2023:
Period (fiscal month) Total Number of Shares Purchased (1)
1 unchanged sentence
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2)(3)
−Removed: July 31, 2022 through August 28, 2022 23,321 $ 16.58 — $ 240,184,764
−Removed: August 29, 2022 through October 1, 2022 512,238 15.68 510,153 232,184,768
−Removed: October 2, 2022 through October 29, 2022 629 17.06 — 232,184,768
+Added: January 29, 2023 through February 25, 2023 631 $ 31.35 — $ 232,184,768
+Added: February 26, 2023 through April 1, 2023 729,177 24.96 — 232,184,768
+Added: April 2, 2023 through April 29, 2023 2,697 25.14 — 232,184,768
Total 732,505 27.15 — 232,184,768
−Removed: (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: (1) An aggregate of 732,505 shares of Common Stock purchased during the thirteen weeks ended April 29, 2023 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 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.
12 unchanged sentences
in compiled form incorporating all amendments.]
+Added: 10.1 First Amendment to Amended and Restated Credit Agreement and First Amendment to Security Agreement, dated as of March 15, 2023, among Abercrombie & Fitch Management Co., as Lead Borrower;
+Added: the other Borrowers and Guarantors party thereto, and Wells Fargo Bank, National Association, as administrative agent for the Lenders, incorporated herein by reference to Exhibit 10.12 to A&F’s Annual Report on Form 10-K dated and filed March 27, 2023 (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: December 6, 2022 By:
−Removed: Executive Vice President and Chief Financial Officer
+Added: June 6, 2023 By:
+Added: Executive Vice President, Chief Financial Officer and Chief Operating Officer
(Principal Financial Officer, Principal Accounting Officer and Authorized Officer)
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.