Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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.
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)
Average Price Paid per Share (4)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)(3)(4)
May 3, 2026 through May 30, 2026 500 $ 70.75 — $ 745,080,737
May 31, 2026 through July 4, 2026 1,520,859 86.85 1,520,000 613,072,000
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
(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.
(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.
(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. The 2025 Authorization replaced the 2021 Authorization and shares may no longer be repurchased pursuant to the 2021 Authorization.
(4) The aggregate cost of share repurchases and average price paid per share excludes commissions and excise tax.
Abercrombie & Fitch Co. 42
2026 2Q Form 10-Q
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