What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-04-01 compared with 2025-04-02 · 93 added, 68 removed, 482 unchanged (25% of the section changed)

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of The Buckle, Inc.

and subsidiary (the “Company”) as of February 1, 2025 and February 3, 2024, the related consolidated statements of income, stockholders’ equity, and cash flows, for each of the three years in the period ended February 1, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 2, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

and subsidiary (the “Company”) as of January 31, 2026 and February 1, 2025, the related consolidated statements of income, stockholders’ equity, and cash flows, for each of the three years in the period ended January 31, 2026, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 1, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

33 unchanged sentences

(Amounts in Thousands Except Share and Per Share Amounts)

ASSETS February 1,

ASSETS January 31,

2026 February 1,

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Common stock, authorized 100,000,000 shares of $ 0.01 par value;

50,773,556 and 50,445,186 shares issued and outstanding at February 1, 2025 and February 3, 2024, respectively

51,156,626 and 50,773,556 shares issued and outstanding at January 31, 2026 and February 1, 2025, respectively

Additional paid-in capital 221,998 205,817

8 unchanged sentences

2026 February 1,

2024 January 28,

2025 February 3,

SALES, Net of returns and allowances

28 unchanged sentences

Amortization of non-vested stock grants, net of forfeitures — — 13,725 — 13,725

BALANCE, January 28, 2023 50,092,616 $ 501 $ 178,964 $ 196,849 $ 376,314

BALANCE, February 3, 2024 50,445,186 $ 504 $ 192,686 $ 220,030 $ 413,220

Net income — — — 195,468 195,468

9 unchanged sentences

Amortization of non-vested stock grants, net of forfeitures — — 16,185 — 16,185

BALANCE, February 1, 2025 50,773,556 $ 508 $ 205,817 $ 217,479 $ 423,804

BALANCE, January 31, 2026 51,156,626 $ 512 $ 221,998 $ 202,133 $ 424,643

See notes to consolidated financial statements.

4 unchanged sentences

2026 February 1,

2024 January 28,

2025 February 3,

CASH FLOWS FROM OPERATING ACTIVITIES:

37 unchanged sentences

All references in these consolidated financial statements to fiscal years are to the calendar year in which the fiscal year begins.

Fiscal 2024 represents the 52-week period ended February 1, 2025, fiscal 2023 represents the 53-week period ended February 3, 2024, and fiscal 2022 represents the 52-week period ended January 28, 2023.

Fiscal 2025 represents the 52-week period ended January 31, 2026, fiscal 2024 represents the 52-week period ended February 1, 2025, and fiscal 2023 represents the 53-week period ended February 3, 2024.

Nature of Operations - The Company is a retailer of medium to better-priced casual apparel, footwear, and accessories for fashion-conscious men, women, and kids.

The Company operates its business as one reportable segment and sells its merchandise through its retail stores and e-Commerce platform.

The Company operated 441 stores located in 42 states throughout the United States as of February 1, 2025.

The Company operated 440 stores located in 42 states throughout the United States as of January 31, 2026.

During fiscal 2025, the Company opened 6 new stores, substantially remodeled 20 stores, and closed 7 stores.

10 unchanged sentences

A current liability for unredeemed gift cards and certificates is recorded at the time the card or certificate is purchased.

The liability recorded for unredeemed gift certificates and gift cards was $ 17,007 and $ 16,667 as of February 1, 2025 and February 3, 2024, respectively.

The liability recorded for unredeemed gift certificates and gift cards was $ 17,237 and $ 17,007 as of January 31, 2026 and February 1, 2025, respectively.

Gift card and gift certificate breakage is recognized as revenue in proportion to the redemption pattern of customers by applying an estimated breakage rate.

3 unchanged sentences

The Company also recognizes a return asset and a corresponding adjustment to cost of sales for the Company's right to recover returned merchandise, which is measured at the estimated carrying value, less any expected recovery costs.

The accrued liability for reserve for sales returns was $ 2,587 as of February 1, 2025 and $ 2,551 as of February 3, 2024.

The accrued liability for reserve for sales returns was $ 2,563 as of January 31, 2026 and $ 2,587 as of February 1, 2025.

The Company's Buckle Rewards program allows participating guests to earn points for every qualifying purchase, which (after achievement of certain point thresholds) are redeemable as a discount off a future purchase.

3 unchanged sentences

A liability has been recorded for future rewards based on the Company's estimate of how many earned points will turn into rewards and ultimately be redeemed prior to expiration.

As of February 1, 2025 and February 3, 2024, $ 10,295 and $ 10,355 was included in accrued store operating expenses as a liability for estimated future rewards.

As of January 31, 2026 and February 1, 2025, $ 10,280 and $ 10,295 was included in accrued store operating expenses as a liability for estimated future rewards.

Cash and Cash Equivalents - The Company considers all debt instruments with an original maturity of three months or less when purchased to be cash equivalents.

7 unchanged sentences

Management also reviews the levels of inventory in each markdown group and the overall aging of the inventory versus the estimated future demand for such product and the current market conditions.

The adjustment to inventory for markdowns and/or obsolescence reduced the Company’s inventory valuation by $ 9,222 and $ 9,113 as of February 1, 2025 and February 3, 2024, respectively.

The adjustment to inventory for markdowns and/or obsolescence reduced the Company’s inventory valuation by $ 8,574 and $ 9,222 as of January 31, 2026 and February 1, 2025, respectively.

Property and Equipment - Property and equipment are stated on the basis of historical cost.

6 unchanged sentences

Pre-Opening Expenses - Costs related to opening new stores are expensed as incurred.

Advertising Costs - Advertising costs are expensed as incurred and were $ 21,778 , $ 21,262 , and $ 19,227 for fiscal years 2024, 2023, and 2022, respectively.

Marketing Costs - Marketing costs are expensed as incurred and were $ 23,201 , $ 21,778 , and $ 21,262 for fiscal years 2025, 2024, and 2023, respectively.

Health Care Costs - The Company is self-funded for health and dental claims up to $ 200 per individual per plan year.

The Company’s plan covers eligible employees, and management makes estimates at period end to record a reserve for unpaid claims based upon historical claims information.

The accrued liability as a reserve for unpaid health care claims was $ 1,020 and $ 930 as of February 1, 2025 and February 3, 2024, respectively.

The accrued liability as a reserve for unpaid health care claims was $ 1,230 and $ 1,020 as of January 31, 2026 and February 1, 2025, respectively.

Leases - The Company's lease portfolio is primarily comprised of leases for retail store locations.

29 unchanged sentences

Actual results could differ from these estimates.

Recently Issued Accounting Pronouncements - In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires enhanced disclosures around significant segment expenses.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

The ASU requires public entities to adopt this new guidance on a retrospective basis.

The Company adopted ASU 2023-07 for the fiscal year ended February 1, 2025, and applied it retrospectively to all prior periods presented.

See Footnote N "Segment Reporting" for further information.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Recently Issued Accounting Pronouncements - In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires business entities to expand their annual disclosures of income taxes paid and the effective rate reconciliation.

The ASU is effective for fiscal years beginning after December 15, 2024.

The Company plans to adopt ASU 2023-09 effective for fiscal 2025.

The Company is currently evaluating the impact of this new guidance and believes the adoption will not have a material impact on its consolidated financial statements.

The Company adopted ASU 2023-09 for the fiscal year ended January 31, 2026 and applied it retrospectively to all prior periods presented.

See Footnote G, "Income Taxes", for further information

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220):

Disaggregation of Income Statement Expenses, which requires the disaggregated disclosure of certain costs and expenses on an interim and annual basis.

The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date, which clarified that ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The ASU may be applied on either a prospective or retrospective basis.

The Company is currently evaluating the impact that this guidance will have on its disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which requires removal of all references to software development stages and amends the recognition and disclosure of software costs.

The ASU is effective for fiscal years beginning after December 15, 2027, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

This guidance may be applied on a prospective or a retrospective basis.

The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements, which provides clarification of current interim disclosure requirements.

The ASU is effective for interim periods within fiscal years beginning after December 15, 2027.

This guidance may be applied on a prospective or a retrospective basis.

The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

Supplemental Cash Flow Information - The Company had non-cash investing activities during fiscal years 2025, 2024, and 2023 of $( 2,085 ), $ 1,455 , and $( 1,031 ), respectively.

The non-cash investing activity relates to the change in the balance of unpaid purchases of property, plant, and equipment included in accounts payable as of the end of the year.

The liability for unpaid purchases of property, plant, and equipment included in accounts payable was $ 2,030 , $ 3,485 , and $ 2,454 as of February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

The liability for unpaid purchases of property, plant, and equipment included in accounts payable was $ 4,115 , $ 2,030 , and $ 3,485 as of January 31, 2026, February 1, 2025, and February 3, 2024, respectively.

Amounts reported as unpaid purchases are recorded as cash outflows from investing activities for purchases of property, plant, and equipment in the consolidated statement of cash flows in the period they are paid.

Additional cash flow information for the Company includes cash paid for income taxes during fiscal years 2025, 2024, and 2023 of $ 59,959 , $ 58,990 , and $ 60,598 , respectively.

The following is a summary of investments as of February 1, 2025:

The following is a summary of investments as of January 31, 2026:

Par Value Gross

13 unchanged sentences

Mutual funds $ 25,516 $ 2,600 $ — $ — $ 28,116

The amortized cost and fair value of debt securities by contractual maturity as of February 1, 2025 is as follows:

The amortized cost and fair value of debt securities by contractual maturity as of January 31, 2026 is as follows:

Held-to-Maturity Securities

2 unchanged sentences

Total $ 25,097 $ 25,129

As of February 1, 2025 and February 3, 2024, all of the Company's investments in held-to-maturity securities are classified in short-term investments.

As of January 31, 2026, $ 399 of the Company's investments in held-to-maturity securities are classified in long-term investments, with the remainder being classified in short-term investments.

As of February 1, 2025, all of the Company's investments in held-to-maturity securities are classified in short-term investments.

Trading securities are held in a Rabbi Trust, intended to fund the Company’s deferred compensation plan, and are classified in long-term investments.

6 unchanged sentences

• Level 3 – Unobservable inputs that are not corroborated by market data and are projections, estimates, or interpretations that are supported by little or no market activity and are significant to the fair value of the assets.

As of February 1, 2025 and February 3, 2024, the Company held certain assets that are required to be measured at fair value on a recurring basis including its investments in trading securities.

As of January 31, 2026 and February 1, 2025, the Company held certain assets that are required to be measured at fair value on a recurring basis including its investments in trading securities.

The Company’s financial assets measured at fair value on a recurring basis are as follows:

5 unchanged sentences

Inputs Significant

February 1, 2025 (Level 1) (Level 2) (Level 3) Total

January 31, 2026 (Level 1) (Level 2) (Level 3) Total

Trading securities (including mutual funds) $ 31,994 $ — $ — $ 31,994

12 unchanged sentences

The fair values of these debt securities are based on quoted market prices and yields for the same or similar securities, which the Company determined to be Level 2 inputs.

As of February 1, 2025, the fair value of held-to-maturity securities was $ 23,831 compared to the carrying amount of $ 23,801 .

As of January 31, 2026, the fair value of held-to-maturity securities was $ 25,129 compared to the carrying amount of $ 25,097 .

As of February 1, 2025, the fair value of held-to-maturity securities was $ 23,831 compared to the carrying amount of $ 23,801 .

21 unchanged sentences

2026 February 1,

2024 January 28,

2025 February 3,

Operating lease cost $ 106,827 $ 102,140 $ 99,172

3 unchanged sentences

(a) Includes variable payments related to both lease and non-lease components, such as contingent rent payments based on performance and payments related to taxes, insurance, and maintenance costs.

Also includes payments related to short-term leases with periods of less than twelve months.

Also includes payments related to short-term leases which are not material in any periods presented.

Supplemental cash flow information related to leases is as follows:

1 unchanged sentence

2026 February 1,

2024 January 28,

2025 February 3,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Operating cash flows from operating leases (a)

$ 108,108 $ 105,553 $ 102,383

2 unchanged sentences

$ 195,069 $ 131,897 $ 122,824

(a) Operating cash flows from operating leases are included within the change in other assets and liabilities in the consolidated statement of cash flows offset by non-cash right-of-use asset amortization and lease liability accretion.

The Company uses its incremental borrowing rate as the discount rate to determine the present value of lease payments.

As of February 1, 2025, the weighted-average remaining lease term was 6.0 years and the weighted-average discount rate was 6.2 %.

As of January 31, 2026, the weighted-average remaining lease term was 6.3 years and the weighted-average discount rate was 6.6 %.

The table below reconciles undiscounted future lease payments (e.g.

fixed payments for rent, insurance, real estate taxes, and common area maintenance) for each of the next five fiscal years and the total of the remaining years to the operating lease liabilities recorded on the consolidated balance sheet as of February 1, 2025:

Fiscal Year Operating Leases (a)

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The Company has, from time to time, borrowed against these lines of credit.

There were no bank borrowings as of February 1, 2025 or February 3, 2024.

The Company had outstanding letters of credit totaling $ 2,167 and $ 3,176 as of February 1, 2025 and February 3, 2024, respectively.

There were no bank borrowings as of January 31, 2026 or February 1, 2025.

The Company had outstanding letters of credit totaling $ 1,678 and $ 2,167 as of January 31, 2026 and February 1, 2025, respectively.

The provision for income taxes consists of:

1 unchanged sentence

2026 February 1,

2024 January 28,

2025 February 3,

Current income tax expense:

3 unchanged sentences

Total $ 66,375 $ 62,309 $ 69,296

Total income tax expense for the year varies from the amount which would be provided by applying the statutory income tax rate to earnings before income taxes.

The primary reasons for this difference (expressed as a percent of pre-tax income) are as follows:

The components of the provision for income taxes and a reconciliation of the Company's effective tax rate to the statutory income tax rate are as follows:

Fiscal Years Ended

2026 February 1,

2024 January 28,

Statutory rate 21.0 % 21.0 % 21.0 %

State income tax effect 2.7 2.9 2.7

Other 0.5 0.1 0.3

2025 February 3,

federal statutory rate $ 57,985 21.0 % $ 54,133 21.0 % $ 60,735 21.0 %

State and local income taxes, net of federal income tax effect (a)

7,206 2.6 6,966 2.7 8,450 2.9

Tax credits ( 224 ) ( 0.1 ) ( 192 ) ( 0.1 ) ( 226 ) ( 0.1 )

Nontaxable or nondeductible items 2,336 0.8 1,391 0.5 1,466 0.5

Other adjustments ( 928 ) ( 0.3 ) 11 0.1 ( 1,129 ) ( 0.3 )

Effective tax rate $ 66,375 24.0 % $ 62,309 24.2 % $ 69,296 24.0 %

(a) State taxes in California, Colorado, Illinois, Kansas, Michigan, Minnesota, Nebraska, Oregon, Texas, and Wisconsin make up the majority (greater than 50%) of the tax effect in this category.

Deferred income tax assets and liabilities are comprised of the following:

7 unchanged sentences

Gift certificates redeemable 1,156 1,188

Deferred rent liability — —

Property and equipment ( 26,628 ) ( 21,744 )

3 unchanged sentences

Net deferred income tax asset $ 7,350 $ 8,804

As of February 1, 2025 and February 3, 2024, respectively, the net deferred income tax assets of $ 8,804 and $ 9,441 are classified in other assets.

There were no unrecognized tax benefits recorded in the Company’s consolidated financial statements as of February 1, 2025 or February 3, 2024.

As of January 31, 2026 and February 1, 2025, respectively, the net deferred income tax assets of $ 7,350 and $ 8,804 are classified in other assets.

There were no unrecognized tax benefits recorded in the Company’s consolidated financial statements as of January 31, 2026 or February 1, 2025.

Fiscal years 2022 through 2025 remain subject to potential federal examination.

Additionally, fiscal years 2021 through 2025 are subject to potential examination by various state taxing authorities.

Additionally, cash paid for income taxes for each fiscal year is as follows:

Fiscal Years Ended

2026 February 1,

2025 February 3,

Cash paid for income taxes:

Federal $ 52,500 $ 51,500 $ 51,000

State 7,459 7,490 9,598

Total $ 59,959 $ 58,990 $ 60,598

RELATED PARTY TRANSACTIONS

Included in other assets is a note receivable of $ 1,485 as of February 1, 2025 and $ 1,455 as of February 3, 2024, respectively, from a life insurance trust fund controlled by the Company’s Chairman.

Included in other assets is a note receivable of $ 1,515 as of January 31, 2026 and $ 1,485 as of February 1, 2025, respectively, from a life insurance trust fund controlled by the Company’s Chairman.

The note was created over three years , beginning in July 1994, when the Company paid life insurance premiums of $ 200 each year for the Chairman on a personal policy.

17 unchanged sentences

The Company also has restricted stock plans that allow for the granting of non-vested shares of common stock to employees and executives and restricted stock plans that allow for the granting of non-vested shares of common stock to non-employee directors.

As of February 1, 2025, 2,958,900 shares were available for grant under the Company’s various restricted stock plans, of which 2,658,900 shares were available for grant to executive officers.

Included in the total shares available for grant are 300,000 shares available for grant to non-employee directors under the Company's 2024 Director Restricted Stock Plan.

This plan was approved by stockholders at the Company's 2024 annual meeting to replace the Company's 2008 Director Restricted Stock Plan.

The Company has not yet granted any shares under the new plan.

As of January 31, 2026, 2,574,780 shares were available for grant under the Company’s various restricted stock plans, of which 2,301,780 shares were available for grant to executive officers.

Compensation expense was recognized during fiscal 2025, 2024, and 2023 for equity-based grants, based on the grant date fair value of the awards.

3 unchanged sentences

2026 February 1,

2024 January 28,

2025 February 3,

Stock-based compensation expense, before tax $ 16,185 $ 13,135 $ 13,725

1 unchanged sentence

Non-vested shares of common stock granted during fiscal 2025 were granted pursuant to the Company's 2023 Employee Restricted Stock Plan and the Company's 2024 Director Restricted Stock Plan.

Non-vested shares of common stock granted during fiscal 2023 and fiscal 2022 were granted pursuant to the Company's 2005 Restricted Stock Plan and the Company's 2008 Director Restricted Stock Plan.

Non-vested shares of common stock granted during fiscal 2024 were granted pursuant to the Company's 2023 Employee Restricted Stock Plan and the Company's 2008 Director Restricted Stock Plan.

Non-vested shares of common stock granted during fiscal fiscal 2023 were granted pursuant to the Company's 2005 Restricted Stock Plan and the Company's 2008 Director Restricted Stock Plan.

The 2023 Employee Restricted Stock Plan was approved by stockholders at the Company's 2023 annual meeting to replace the 2005 Restricted Stock Plan.

1 unchanged sentence

Certain shares granted under both plans, however, are "non-performance based" and vest over a period of four years without being subject to the achievement of performance targets.

The 2024 Director Restricted Stock Plan was approved by stockholders at the Company's 2024 annual meeting to replace the 2008 Director Restricted Stock Plan.

Shares granted under the 2024 Director Restricted Stock Plan vest one-third on the date of the grant and then in equal portions on each of the first two anniversaries of the date of grant.

Shares granted under the 2008 Director Plan vest 25 % on the date of grant and then in equal portions on each of the first three anniversaries of the date of grant.

A summary of the Company’s stock-based compensation activity related to grants of non-vested shares of common stock for the fiscal year ended February 1, 2025 is as follows:

A summary of the Company’s stock-based compensation activity related to grants of non-vested shares of common stock for the fiscal year ended January 31, 2026 is as follows:

Shares Weighted Average

4 unchanged sentences

Non-Vested - end of year 679,735 $ 43.96

As of February 1, 2025, there was $ 11,030 of unrecognized compensation expense related to grants of non-vested shares.

As of January 31, 2026, there was $ 12,843 of unrecognized compensation expense related to grants of non-vested shares.

It is expected that this expense will be recognized over a weighted average period of approximately 2.0 years.

3 unchanged sentences

Fiscal Years Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Net Income Weighted

12 unchanged sentences

The Company sells its merchandise through its retail stores and e-Commerce platform.

The Company operated 441 stores located in 42 states throughout the United States as of February 1, 2025.

The Company operated 440 stores located in 42 states throughout the United States as of January 31, 2026.

During fiscal years 2025, 2024, and 2023, online revenues accounted for 16.7 %, 16.2 %, and 16.4 %, respectively, of the Company's net sales.

2 unchanged sentences

Fiscal Years Ended

Merchandise Group February 1,

Merchandise Group January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Denims 42.5 % 42.5 % 40.9 %

5 unchanged sentences

Casual bottoms 1.9 1.5 1.3

Youth 3.6 3.4 3.1

Kids 3.9 3.6 3.4

Total 100.0 % 100.0 % 100.0 %

6 unchanged sentences

Fiscal Years Ended

Income Statement February 1,

Income Statement January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Net Sales $ 1,297,835 $ 1,217,689 $ 1,261,102

14 unchanged sentences

As the Company operates as a single reportable segment, the additional disclosures required by ASC 280, Segment Reporting , are included in the consolidated financial statements and accompanying notes.

SUBSEQUENT EVENTS

On February 4, 2026, subsequent to the close of fiscal 2025, the Company entered into a final settlement agreement resolving interchange fee litigation.

In March 2026, the Company received cash proceeds of $ 19,100 , net of legal fees.

During fiscal 2025, U.S.

tariffs were imposed under the International Emergency Economic Powers Act (“IEEPA”) that applied to some of the Company's direct import products.

On February 20, 2026, the U.S.

Supreme Court ruled that the tariffs were unauthorized.

The ruling did not address potential refunds.

In light of the ruling, there is uncertainty regarding the likelihood and timing of collection pending further direction from the courts and/or U.S.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data