What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-26 compared with 2025-03-31 · 89 added, 81 removed, 219 unchanged (44% of the section changed)

5 unchanged sentences

and Asia-Pacific (“APAC”).

Corporate functions and other income and expenses are evaluated on a consolidated basis and are not allocated to the Company’s segments, and therefore are included as a reconciling item between segment and total operating income (loss).

Corporate functions and other income and expenses are evaluated on a consolidated basis and are not allocated to the Company’s segments and therefore are included as a reconciling item between segment and total operating income.

The Company’s brand families include Abercrombie brands and Hollister brands.

5 unchanged sentences

Fiscal year Year ended / ending Number of weeks

Fiscal 2022 January 28, 2023 52

Fiscal 2023 February 3, 2024 53

1 unchanged sentence

Fiscal 2025 January 31, 2026 52

Fiscal 2026 January 30, 2027 52

For additional information about the Company’s business, see “ ITEM 7.

4 unchanged sentences

The Company manages its business on a geographic basis, consisting of three reportable segments:

Europe, the Middle East and Africa (EMEA);

and Asia-Pacific (APAC).

The Company’s segments are as follows:

2 unchanged sentences

The APAC segment includes operations in the Asia-Pacific region, including Asia and Oceania.

The Company’s brand families includes Abercrombie brands and Hollister brands, each sharing a commitment to offer products of enduring quality and exceptional comfort that support global customers on their journey to being and becoming who they are.

Abercrombie strives to make every day more exceptional, creating a sense of getaway through its quality apparel, accessories and fragrance crafted for every occasion.

The Company’s brand families include Abercrombie brands and Hollister brands, each sharing a commitment to offer products of enduring quality and exceptional comfort that support global customers on their journey to being and becoming who they are.

Abercrombie strives to make every day feel exceptional, creating a sense of getaway through its quality apparel, accessories and fragrance crafted for every occasion.

The Abercrombie brand family connects with customers through various supporting brands and assortment collections, including, but not limited to, Abercrombie & Fitch, abercrombie kids, and Your Personal Best (YPB).

6 unchanged sentences

STRATEGY AND KEY BUSINESS PRIORITIES

The Company remains committed to, and confident in, its vision of being a global, digitally-led, omnichannel apparel retailer and continues to evaluate corporate growth opportunities and initiatives that support this vision.

Foundation for Growth

The Company introduced the Always Forward Plan in June of Fiscal 2022.

The Always Forward Plan is anchored on our strategic growth principles, which are to:

• Execute focused growth plans;

• Accelerate an enterprise-wide digital revolution;

• Operate with financial discipline

While the Company has significantly outperformed certain financial targets set forth in the Always Forward Plan, the growth principles continue to serve as a framework for the Company achieving sustainable and profitable growth and profitability.

The Company remains committed to, and confident in, its vision of being a global, digitally-led, omnichannel retailer and continues to evaluate corporate growth opportunities and initiatives that support this vision.

Over the last several years, A&F Co.

has worked to successfully transform its brands, business and culture, while delivering on its financial commitments.

As the Company looks forward, it’s focused on evaluating opportunities that continue to deliver sustainable, profitable growth.

The Company expects to:

• Deliver Consistent Global Growth Across Brands by investing in owned-and-operated channels with the expectation of continued net sales growth, including through net new store openings, digital fulfillment, and marketing.

• Expand Channels and Categories by increasing net sales growth in new and select markets through the use of franchise, wholesale, and licensing partnerships.

The Company also plans to expand into new, adjacent product categories that resonate with each brand’s target customer.

• Execute a Multifaceted Strategy that includes evaluating sourcing footprint, adjusting pricing or promotions, and expense reduction initiatives to stabilize product and operating costs in attempt to meaningfully mitigate external cost pressure, including near-term tariff impacts.

• Enhance and Modernize our Key Systems and Leverage Technology to support operational productivity and to improve the customer journey.

• Execute Financial Discipline to maintain double-digit operating margins and expand net income per diluted share.

The Company’s strategic priorities continue to evolve based on changing consumer demands and new strategic opportunities, and management reviews and prioritizes investments and strategic focus areas to address such demands and opportunities.

Execute focused growth plans by:

• driving sales growth across regions and brand families primarily through marketing and store investments in our owned and operating channels, while pursuing new geographies and markets via franchise, wholesale and licensing partnerships;

• using our regionally relevant brand playbooks globally to align the brands’ products, voices, and experiences with customers, both digitally and in-store;

• using testing and chase strategies to deliver compelling assortments and product collections across genders.

Accelerate an enterprise-wide digital revolution to improve the customer and associate experience by:

• continuing to progress on our multi-year enterprise resource planning (“ERP”) transformation and cloud migration journey;

• investing in digital and technology to improve experiences across key parts of the customer journey while delivering a consistent omnichannel experience.

Operate with financial discipline by:

• using our agile inventory model and pricing strategies to position the Company to support customer demand throughout the year;

• maintaining our durable balance sheet and consistent free cash flow profile, underpinned by our disciplined investment philosophy while balancing against macro environment impacts and efficiency efforts.

OVERVIEW OF OPERATIONS

1 unchanged sentence

As customer shopping preferences continue to evolve and customers increasingly shop across multiple channels, the Company aims to create best-in-class customer experiences and grow total company profitability by delivering improvements through a continuous test-and-learn approach.

Over the past several years, the Company experienced an acceleration in sales fulfilled through digital channels, and continues to see a majority of sales through digital channels for the Abercrombie & Fitch brand.

Despite, this acceleration in the shift towards digital channels, stores continue to comprise a majority of sales for the Hollister brand’s customer.

Digital platforms remain a driver for customer engagement and sales, with a majority of sales continuing to be through digital channels for the Abercrombie brands.

Despite this concentration in digital channels, stores continue to comprise a majority of sales for the Hollister brand’s customer.

Additionally, stores continue to be an important part of our customers’ omnichannel experience.

The Company believes that the customers’ shopping experience is improved by its offering of omnichannel capabilities, which include purchase-online-pickup-in-store, ship-from-store, and cross-channel returns.

These features allow our customers ease of access to shop the brands’ in-store and online offerings and create a seamless transition between omnichannel capabilities.

These features allow our customers ease of access to shop the brands’ and a seamless transition between in-store and online offerings.

Digital Operations

In order to continuously improve the customer experience, including providing a more seamless and consistent shopping experience across channels, the Company continues to invest in its digital infrastructure.

Such investments include upgrading our merchandising enterprise resource planning (“ERP”) system.

Such investments have included replacement of our merchandising ERP system, which went live in March 2026.

Refer to “ITEM 1A.

RISK FACTORS - Our inability to successfully manage our multi-year ERP system transformations, including the implementation of our new merchandising and human capital management systems, as well as any future system transformations, may adversely affect our business and results of operations or the effectiveness of our internal controls over financial reporting.” of this Annual Report on Form 10-K for further discussion.

As part of its digital operations, the Company utilizes emerging technologies, including AI, to support business processes and the customer experience.

The Company has the capability to ship merchandise to customers in more than 105 countries and process transactions in 21 currencies and through 17 forms of payment globally.

The Company operates desktop and mobile websites for its brands globally, which are available in various local languages.

The Company also operates two mobile applications that provide an enhanced mobile shopping experience to the customer and provide us with customer insights.

The Company also operates four mobile applications that provide an enhanced mobile shopping experience to the customer and provide us with customer insights.

The Company continues to develop and invest its mobile capabilities as mobile engagement continues to grow, with over 89% of the Company’s digital traffic generated from mobile devices in Fiscal 2025.

7 unchanged sentences

Stores also serve as local hubs for online engagement as the Company continues to evolve its omnichannel capabilities to create seamless shopping experiences.

As of February 1, 2025, all of the retail stores operated by the Company are located in leased facilities, primarily in shopping centers.

As of January 31, 2026, all of the retail stores operated by the Company are located in leased facilities, primarily in shopping centers.

These leases generally have initial terms of between one and ten years.

1 unchanged sentence

The leases expire at various dates between Fiscal 2026 and Fiscal 2038.

As of February 1, 2025, the Company operated 789 retail stores as detailed in the table below:

Total 278 511 789

(1) Store count excludes temporary and franchise stores.

For store count and gross square footage by geographic region and brand as of February 1, 2025, and February 3, 2024, refer to “ ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ” of this Annual Report on Form 10-K.

Franchise, License, and Wholesale Operations

1 unchanged sentence

The Company has franchise agreements under which it provides third-party partners the right to sell its product and operate stores in various geographic regions, including the Middle East, Central America, South America, and Asia.

As of February 1, 2025, the Company’s franchisees operated 49 franchise stores across the Company’s brands.

The Company also has license agreements under which it acts as a licensee, with various third parties providing the Company with the rights to sell apparel and accessories with licensed trademarks, such as collegiate and professional sports teams.

The Company also acts as licensor under licensing agreements under which the Company provides licenses to third-party partners to manufacture and sell designated products, such as certain apparel, eyewear, and fragrances.

As of February 1, 2025, the Company had 9 wholesale partnerships, primarily in EMEA.

As of January 31, 2026, the Company had wholesale partnerships, primarily in the Americas and EMEA.

As of January 31, 2026, the Company operated 829 retail stores and the Company’s franchisees operated 60 franchise stores across the Company’s regions and brands as detailed in the table below.

Americas EMEA

Company-owned

239 36 31 306

396 101 26 523

Company-owned total

635 137 57 829

Abercrombie 20 9 8 37

Hollister 10 10 3 23

Franchise total

665 156 68 889

For Company-owned store count and gross square footage by geographic region and brand as of January 31, 2026, and February 1, 2025, refer to “ ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ” of this Annual Report on Form 10-K.

SOURCING OF MERCHANDISE INVENTORY

4 unchanged sentences

The Company sourced merchandise through approximately 124 vendors located in 15 countries, including the U.S., during Fiscal 2025.

Approximately 37% and 26% of cost of merchandise receipts during Fiscal 2025 were from vendors located in Vietnam and Cambodia, respectively.

The Company’s largest vendor accounted for approximately 8% of merchandise sourced in Fiscal 2025, based on the cost of sourced merchandise.

The Company believes its product sourcing is appropriately distributed among vendors.

Refer to Note 6, “ INVENTORIES ,” of the Notes to Consolidated Financial Statements included in “ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K for a summary of inventory sourced based on vendor location and dollar cost of merchandise receipts during Fiscal 2024.

Refer to “ ITEM 1A.

RISK FACTORS - We depend upon independent third parties for the manufacture and delivery of our merchandise, and a disruption of the manufacture or delivery of our merchandise could have a material adverse impact on our business ” and “ Changes in tariff policy regarding merchandise produced in, and raw materials sourced from, certain countries have and could continue to adversely affect our business ” of this Annual Report on Form 10-K for further discussion of risks related to sourcing of our merchandise.

Abercrombie & Fitch Co.

4 unchanged sentences

The Company relies on both Company-owned and third-party distribution centers to manage the receipt, storage, sorting, packing and distribution of its merchandise.

Additional information pertaining to certain of the Company’s distribution centers as of February 1, 2025 follows:

Additional information pertaining to certain of the Company’s distribution centers as of January 31, 2026 follows:

Location Company-owned or third-party

6 unchanged sentences

Goodyear, Arizona (serves only digital operations)

The Company primarily used six contract carriers to ship merchandise and related materials to its North American customers, and several contract carriers for its global customers outside of North America during Fiscal 2024.

The Company primarily used seven contract carriers to ship merchandise and related materials to its North American customers, and several contract carriers for its global customers outside of North America during Fiscal 2025.

CUSTOMER ENGAGEMENT

12 unchanged sentences

local, regional, national and global department stores;

discount stores;

discount stores, fast fashion,

value fashion and off-price retailers;

social commerce;

and digitally-native brands and online-exclusive businesses.

26 unchanged sentences

These systems include applications related to point-of-sale, digital operations, inventory management, supply chain, planning, sourcing, merchandising, payroll, scheduling and financial reporting.

The Company continues to invest in technology to upgrade its core systems, including its merchandising ERP system and modernizing its key data platforms, to enhance reporting and analytics, create efficiencies and to support its digital operations, omnichannel capabilities, customer relationship management tools and loyalty programs.

The Company continues to invest in technology to upgrade its core systems, including its merchandising and human capital management ERP systems and modernizing its key data platforms, to enhance reporting and analytics, create efficiencies and to support its digital operations, omnichannel capabilities, customer relationship management tools and loyalty programs.

WORKING CAPITAL

4 unchanged sentences

The Company believes that the strength of its unique culture is a competitive advantage, and intends to continue building upon that culture to improve performance across its business.

Abercrombie & Fitch Co.

2025 Form 10-K

Therefore, the Company believes that the attraction, retention, and management of qualified talent are integral to its success.

1 unchanged sentence

Highlights of our key human capital management programs and efforts include the following:

Abercrombie & Fitch Co.

2024 Form 10-K

• Living a corporate purpose of “Being here for you on the journey to being and becoming who you are.” The Company’s corporate purpose was developed after conducting listening sessions with its associates and its customers, and by weaving in key themes from each of the brand purposes.

• Living a corporate purpose of “Being here for you on the journey to being and becoming who you are.” The Company’s corporate purpose was developed after conducting listening sessions with our associates and customers, and by weaving in key themes from each of the brand purposes.

• Offering competitive compensation and benefits to help the Company attract, motivate, and retain the key talent necessary to achieve outstanding business and financial results.

The Company’s compensation offerings include cash-based and equity-based incentive awards in order to align the interests of associates and stockholders.

The Company’s compensation offerings include cash-based and equity-based incentive awards for eligible associates in order to align the interests of those associates with our stockholders.

In addition, the Company continues to provide hybrid and remote work arrangements for corporate home office associates where feasible, including “work from anywhere” days and weeks.

We also support our associates and their families beyond our competitive compensation with comprehensive benefits offerings, providing eligible associates with paid parental leave in the United States and internationally based on local law, as well as adoption and fertility support benefits to all eligible associates globally.

We also support our associates and their families beyond our competitive compensation with comprehensive benefits offerings based on associate eligibility and geographic location.

For example, we provide eligible associates with paid parental leave in the United States and internationally based on local law, as well as adoption and fertility support benefits to all eligible associates globally.

• Improving associate engagement through open communication channels with a focus on associate experience.

The Company regularly holds all-company meetings to communicate with its associates.

The Company also collects feedback through various engagement surveys throughout the year to better understand the associate experience and drive improvements, with the most recent organization-wide survey conducted in October 2024.

The Company regularly holds all-Company meetings that enable us to communicate with our associates.

• Fostering associate development by providing a wide variety of growth and development opportunities throughout associates’ careers.

2 unchanged sentences

Resources in support of these efforts include the Company’s internal job board, which empowers associates to apply for open roles and/or to seek advancement opportunities within the Company, as well as formalized talent reviews to discuss associate development opportunities.

• Creating a culture of belonging and working to ensure that all our associates feel respected and represented.

• Aiming to create a culture of belonging and working to ensure that all associates feel respected and represented.

We believe that when we do this, we are stronger across every aspect of our business.

The Company follows core principles to embed a sense of community into our organization, including having a workforce that reflects the communities we serve, building a leadership team that is representative of our workforce, offering voluntary training and inviting all associates to participate in any of our various associate resource groups to promote inclusion and belonging, and driving fairness through our compensation and benefits offerings.

• Encouraging community involvement of its associates by promoting various charitable, philanthropic, and social awareness programs, which the Company believes fosters a collaborative and rewarding work environment.

The Company follows core principles to embed a sense of community into our organization and promote inclusion and belonging, including having a workforce that reflects the communities we serve, building a leadership team that reflects the values of our workforce, welcoming all associates to participate in any of our associate resource groups, and driving fairness through our compensation and benefits offerings.

• Encouraging community involvement of our associates by promoting various charitable, philanthropic, and social awareness programs, which the Company believes fosters a collaborative and rewarding work environment.

The Company provides support to global organizations in the form of cash donations, volunteerism, and in-kind support.

In partnership with its vendor partners, customers, and associates, the Company is proud to support community partners serving youth, teens, and young adults with a focus on mental health and wellness, empowerment, and inclusion.

The Company offers its associates a paid volunteer day each year for eligible volunteer work.

• Focusing on the health and safety of its associates by investing in various wellness programs that are designed to enhance the physical, financial, and mental well-being of its associates globally.

The Company provides benefits-eligible associates and their families with access to free and confidential counseling through our Employee Assistance Program, as well as free access to a mediation and mindfulness app.

The Company offers our associates a paid volunteer day each year for eligible volunteer work.

• Focusing on the health and safety of our associates by investing in various wellness programs that are designed to enhance the physical, financial, and mental well-being of our associates globally.

The Company also provides regular programming on financial planning and mental health.

The Company employed approximately 39,200 associates globally as of February 1, 2025, of whom approximately 32,600 were part-time associates.

As of February 1, 2025, the Company employed approximately 31,400 associates in the U.S., and employed approximately 7,800 associates outside of the U.S.

The Company employed approximately 43,200 associates globally as of January 31, 2026, of whom approximately 36,600 were part-time associates.

As of January 31, 2026, the Company employed approximately 34,800 associates in the U.S., and employed approximately 8,400 associates outside of the U.S.

The Company employs temporary, seasonal associates at times, particularly during Fall, when it experiences its greatest sales activity due to back-to-school and holiday sales periods.

3 unchanged sentences

The Compensation and Human Capital Committee of the Board of Directors oversees the Company’s overall compensation structure, policies and programs, as well as administration of the Company’s cash-based and equity-based performance award programs.

Members of the Board of Directors also review succession plans for the Company’s executive officers and discuss with senior leadership the Company’s human capital management strategies, programs, policies and practices, including those relating to organizational structure and key reporting relationships, along with development of strategies and practices relating to recruitment, retention and development of the Company’s associates as needed.

Additionally, the Environmental, Social and Governance Committee of the Board of Directors is responsible for the oversight of risks associated with our environmental and social strategies.

The Compensation and Human Capital Committee further reviews and monitors the Company’s human capital management strategies, programs, policies and practices, including those relating to organizational structure and key reporting relationships, as well as recruitment, retention, and development of the Company’s associates.

The Board of Directors reviews succession plans for the Company’s executive officers and discusses human capital matters with senior leadership.

Abercrombie & Fitch Co.

11 unchanged sentences

• Formerly held various merchandising roles at Bloomingdale’s and various positions at Bergdorf Goodman, Bonwit Teller and Saks Fifth Avenue

Other Leadership Roles:

• Member of the Board of Directors of Conagra Brands, Inc.

CAG), one of North America’s leading branded food companies (July 2021 to present)

• Member of the Board of Directors of Chief Executives for Corporate Purpose (CECP), a CEO-led coalition that helps companies transform their social strategy by providing customized resources (October 2019 to present)

Former Directorships:

• Former member of the Board of Directors of Conagra Brands, Inc.

CAG), one of North America’s leading branded food companies (July 2021 to June 2025)

Ball, Executive Vice President, Chief Financial Officer

Executive Roles:

• Executive Vice President, Chief Financial Officer of the Company (December 2025 to present)

• Senior Vice President, Chief Financial Officer of the Company (November 2024 to December 2025)

• Senior Vice President, Corporate Finance, Investor Relations, and Treasury of the Company (May 2023 to November 2024)

• Formerly held various finance and leadership positions with the Company including:

Group Vice President, Corporate Finance and Transformation Management Office (August 2022 to May 2023);

Vice President/Group Vice President, Corporate Finance (January 2018 to August 2022);

and Chief Financial Officer, Abercrombie & Fitch and abercrombie kids Brand (September 2014 to January 2018)

• Formerly held roles of increasing responsibility in the Company’s finance department, including roles in financial reporting, financial planning and analysis, and real estate accounting (January 2003 to September 2014)

Lipesky, Executive Vice President, Chief Operating Officer

10 unchanged sentences

and Senior Director, Financial Planning and Analysis (November 2010 to November 2012)

• Former Corporate Finance Director with FTI Consulting Inc., a global financial services advisory firm

• Former Director of Corporate Business Development with The Goodyear Tire & Rubber Company

• Formerly held position as a Certified Public Accountant with PricewaterhouseCoopers LLP

Ball, Senior Vice President, Chief Financial Officer

Executive Roles:

• Senior Vice President, Chief Financial Officer of the Company (November 2024 to present)

• Senior Vice President, Corporate Finance, Investor Relations, and Treasury of the Company (May 2023 to November 2024)

• Formerly held various finance and leadership positions with the Company including:

Group Vice President, Corporate Finance and Transformation Management Office (August 2022 to May 2023);

Vice President/Group Vice President, Corporate Finance (January 2018 to August 2022);

and Chief Financial Officer, Abercrombie & Fitch and abercrombie kids Brand (September 2014 to January 2018)

• Formerly held finance roles at FTI Consulting Inc., and The Goodyear Tire & Rubber Company, and was a Certified Public Accountant with PricewaterhouseCoopers LLP

Abercrombie & Fitch Co.

2025 Form 10-K

Samir Desai, Executive Vice President, Chief Digital and Technology Officer

4 unchanged sentences

• Formerly held technology roles at Intertex Apparel Group, a manufacturer and importer of branded and private label apparel (July 2002 to October 2005), including Director, Information Technology

Abercrombie & Fitch Co.

2024 Form 10-K

Current Directorships:

• Member of the Board of Directors of Arhaus, Inc.

ARHS), a rapidly growing lifestyle brand and omnichannel retailer of premium home furnishings (July 2025 to present)

Henchel, Executive Vice President, General Counsel and Corporate Secretary

14 unchanged sentences

• Formerly held roles in the Company’s merchandising department

Abercrombie & Fitch Co.

2025 Form 10-K

GOVERNMENT REGULATIONS

1 unchanged sentence

and multiple foreign jurisdictions in which it operates.

These laws and regulations include, but are not limited to:

These laws and regulations include a broad range of matters, including, but not limited to:

trade, transportation and logistic laws, including tariffs and import and export regulations;

4 unchanged sentences

antitrust or competition laws;

data privacy laws;

data privacy or cybersecurity laws;

and environmental regulations.

13 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.

What changed 10-K

Item 1. Business