Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−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 May 3, 2025:
+Added: There were no sales of equity securities during the second 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 August 2, 2025:
Period (fiscal month) Total Number of Shares Purchased (1)
2 unchanged sentences
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)(3)(4)
−Removed: February 2, 2025 through March 1, 2025 — $ — — $ 1,300,000,000
−Removed: March 2, 2025 through April 5, 2025 1,841,655 81.35 1,646,251 1,184,113,690
−Removed: April 6, 2025 through May 3, 2025 1,239,667 67.92 1,003,145 1,100,039,825
+Added: May 4, 2025 through May 31, 2025 417 $ 79.35 — $ 1,100,039,825
+Added: June 1, 2025 through July 5, 2025 382,129 79.93 374,414 1,070,079,572
+Added: July 6, 2025 through August 2, 2025 226,714 89.05 224,980 1,050,048,833
Total 609,260 83.33 599,394 1,050,048,833
−Removed: (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: (1) An aggregate of 9,866 shares of Common Stock purchased during the thirteen weeks ended August 2, 2025 were withheld for tax payments due upon the vesting of employee restricted stock units.
(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”).
7 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.