Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: There were no sales of equity securities during the third 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 November 1, 2025:
+Added: There were no sales of equity securities during the first quarter of Fiscal 2026 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 2, 2026:
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 3, 2025 through August 30, 2025 456 $ 93.82 — $ 1,050,048,833
−Removed: August 31, 2025 through October 4, 2025 436,264 89.40 423,334 1,012,283,449
−Removed: October 5, 2025 through November 1, 2025 827,361 75.28 826,341 950,067,646
+Added: February 1, 2026 through February 28, 2026 — $ — — $ 850,080,717
+Added: March 1, 2026 through April 4, 2026 1,227,306 88.32 793,118 780,081,286
+Added: April 5, 2026 through May 2, 2026 363,252 96.45 362,878 745,080,737
Total 1,590,558 90.18 1,155,996 745,080,737
−Removed: (1) An aggregate of 14,406 shares of Common Stock purchased during the thirteen weeks ended November 1, 2025 were withheld for tax payments due upon the vesting of employee restricted stock units.
+Added: (1) An aggregate of 434,562 shares of Common Stock purchased during the thirteen weeks ended May 2, 2026 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”).
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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.