Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: There were no sales of equity securities during the third quarter of Fiscal 2024 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 November 2, 2024:
+Added: There were no sales of equity securities during the first quarter of Fiscal 2025 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 May 3, 2025:
Period (fiscal month) Total Number of Shares Purchased (1)
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Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)(3)(4)
−Removed: August 4, 2024 through August 31, 2024 8,307 $ 165.22 — $ 202,184,894
−Removed: September 1, 2024 through October 5, 2024 578,557 136.13 572,391 124,253,992
−Removed: October 6, 2024 through November 2, 2024 149,367 147.61 148,296 102,378,203
+Added: February 2, 2025 through March 1, 2025 — $ — — $ 1,300,000,000
+Added: March 2, 2025 through April 5, 2025 1,841,655 81.35 1,646,251 1,184,113,690
+Added: April 6, 2025 through May 3, 2025 1,239,667 67.92 1,003,145 1,100,039,825
Total 3,081,322 75.95 2,649,396 1,100,039,825
−Removed: (1) An aggregate of 15,544 shares of Common Stock purchased during the thirteen weeks ended November 2, 2024 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, the Company 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.
−Removed: (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 share repurchase authorization described in footnote 2 above.
+Added: (1) An aggregate of 431,926 shares of Common Stock purchased during the thirteen weeks ended May 3, 2025 were withheld for tax payments due upon the vesting of employee restricted stock units.
+Added: (2) On March 5, 2025, the Company announced that the Board of Directors approved a new $1.3 billion share repurchase program (the “2025 Authorization”), replacing the prior share repurchase authorization of $500 million, approved by the Board of Directors in 2021 (the “2021 Authorization”).
+Added: The 2025 Authorization does not have an expiration date.
+Added: (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 the 2025 Authorization described in footnote 2 above.
The shares may be purchased, from time to time depending on business and market conditions.
−Removed: (4) The aggregate cost of share repurchases and average price paid per share excludes excise tax.
+Added: The 2025 Authorization replaced the 2021 Authorization and shares may no longer be repurchased pursuant to the 2021 Authorization.
+Added: (4) The aggregate cost of share repurchases and average price paid per share excludes commissions and excise tax.
Abercrombie & Fitch Co.
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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.