Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−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 2, 2026:
+Added: There were no sales of equity securities during the second 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 August 1, 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: February 1, 2026 through February 28, 2026 — $ — — $ 850,080,717
−Removed: March 1, 2026 through April 4, 2026 1,227,306 88.32 793,118 780,081,286
−Removed: April 5, 2026 through May 2, 2026 363,252 96.45 362,878 745,080,737
+Added: May 3, 2026 through May 30, 2026 500 $ 70.75 — $ 745,080,737
+Added: May 31, 2026 through July 4, 2026 1,520,859 86.85 1,520,000 613,072,000
+Added: July 5, 2026 through August 1, 2026 495,715 91.00 495,438 567,988,888
Total 2,017,074 87.87 2,015,438 567,988,888
−Removed: (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.
−Removed: (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: (1) An aggregate of 1,636 shares of Common Stock purchased during the thirteen weeks ended August 1, 2026 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”), which replaced the prior share repurchase authorization of $500 million that was approved by the Board of Directors in 2021 (the “2021 Authorization”).
The 2025 Authorization does not have an expiration date.
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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.