What changed in this filing

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Item 1A. Risk Factors

2026-04-15 compared with 2025-04-16 · 43 added, 14 removed, 202 unchanged (22% of the section changed)

21 unchanged sentences

As a result of this competition, we may experience pricing pressures, increased marketing expenditures, as well as loss of market share, which could materially and adversely affect our business strategy, financial condition and results of operations.

Our ability to attract consumers to our stores depends on several factors, including the success of the outdoor neighborhood shopping centers where our stores are primarily located.

Our ability to attract consumers to our stores depends on several factors, including the success of the outdoor community shopping centers where our stores are primarily located.

The success of an individual store can depend on favorable placement within a given shopping center as well as the volume of traffic generated by the other destination retailers and the anchor stores in the shopping centers where our stores are located.

We cannot control the development of alternative shopping destinations near our existing stores or the availability or cost of real estate within existing or new shopping destinations.

If a destination retailer or anchor store in our shopping centers closes or leaves, or if there is significant deterioration of the surrounding areas in which our stores are located, it could result in reduced sales at our stores and leave us with excess inventory, which could have a material adverse effect on our financial results or business.

Any decline in the volume of consumer traffic at shopping centers, whether because of consumer preferences to shop on the internet or at large warehouse stores, recession risks and potential effects, an economic slowdown, a decline in the popularity of shopping centers, the closing or leaving of a destination retailer or anchor store, or significant deterioration of the surrounding areas in which our stores are located, it could result in reduced sales at our stores and leave us with excess inventory, which could have a material adverse effect on our financial results or business.

Additionally, we are in the process of renovating a number of our stores.

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We also face certain risks from our use of third-party order fulfillment and direct shipping including freight cost increases, timely delivery and delays due to work stoppages.

Our financial performance could also be impacted by increases in shrink.

Our financial performance could also be impacted by increases in shrink in stores and throughout the supply chain.

We base our purchases of inventory, in part, on our sales forecasts.

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The midwestern United States, where our Roland distribution center and many stores are located, is vulnerable to significant damage or destruction from tornados and hailstorms.

Although we maintain insurance on our stores, distribution centers and other facilities, the economic effects of a

natural disaster that affects our distribution centers and/or a significant number of our stores could have an adverse effect on our business strategy, financial condition and results of operations.

Although we maintain insurance on our stores, distribution centers and other facilities, the economic effects of a natural disaster that affects our distribution centers and/or a significant number of our stores could have an adverse effect on our business strategy, financial condition and results of operations.

We rely upon third-party transportation providers for all of our merchandise shipments to our distribution centers and our retail stores.

Accordingly, we are subject to risks, including labor disputes or strikes, union organizing activity, inclement weather, public health emergencies, supply chain interruptions, port delays, increased freight, distribution and transportation costs, associated with such providers ’ ability to provide delivery services to meet our shipping needs.

Accordingly, we are subject to risks, including insolvency, labor disputes or strikes, union organizing activity, inclement weather, public health emergencies, supply chain interruptions, port delays, increased freight, distribution and transportation costs including the cost of fuel associated with such providers’ ability to provide delivery services to meet our shipping needs.

Failure to deliver merchandise to our distribution centers and our retail stores in a timely, effective and economically viable manner could adversely affect our business strategy, financial condition and results of operations.

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We purchase our merchandise from a large assortment of vendors, and a substantial portion of this merchandise is manufactured outside of the United States and imported by our vendors from countries such as China and other areas of the Asia-Pacific region.

The product we source could become subject to new trade restrictions imposed by the United States or other foreign governments.

The product we source could become subject to new or changing trade restrictions imposed by the United States or other foreign governments.

We also face a variety of other risks generally associated with relying on vendors that do business in foreign markets and import merchandise from abroad, such as:

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We may not be able to sustain our growth plans or successfully implement our long-term strategic goals.

Our growth strategy includes successfully opening and operating new stores, optimizing product assortment and investing in infrastructure to expand our off-price value model within our current markets and into new geographic regions.

The success of opening new stores is dependent upon, among other things, the current retail environment, the identification of suitable markets and the availability of real estate that meets our criteria for traffic, square footage, co-tenancies, lease economics, demographics, and other factors, the negotiation of acceptable lease terms, construction costs, the hiring, training and retention of competent sales personnel, and the effective management of inventory to meet the needs of new and existing stores on a timely basis.

Our growth strategy includes successfully opening and operating new stores (which may include leases assumed or subleased from third parties), optimizing product assortment and investing in infrastructure to expand our off-price value model within our current markets and into new geographic regions.

In addition, we may assume leases or subleases from other retailers, which may subject us to risks relating to their creditworthiness or liabilities arising out of their prior operations of the relevant stores.

The success of opening new stores is dependent upon, among other things, the current retail environment, the identification of suitable markets and the availability of real estate that meets our criteria for traffic, square footage, co-tenancies, lease economics, demographics, and other factors, the negotiation of acceptable lease terms, the terms of any leases assumed or subleased, construction costs, the hiring, training and retention of competent sales personnel, and the effective management of inventory to meet the needs of new and existing stores on a timely basis.

Our ability to expand successfully into other geographic markets will also depend on acceptance of our retail store experience by customers in those markets.

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We may engage in strategic transactions that could negatively impact our liquidity, increase our expenses and present significant distractions to management.

We may consider strategic transactions and business arrangements, including, but not limited to, acquisitions, asset purchases, partnerships, joint ventures, restructurings and investments.

We may consider strategic transactions and business arrangements, including, but not limited to, acquisitions, asset purchases, lease assumptions or subleases, partnerships, joint ventures, restructurings and investments.

Any such transaction may require us to incur non-recurring or other charges, may increase our near and long-term expenditures and may pose significant integration challenges or disrupt our management or business, which could harm our business strategy, financial condition and results of operations.

We may also use our cash and cash equivalents, borrowings under our revolving credit facility, or other financing sources to fund strategic growth initiatives, including potential acquisitions, investments in new or complementary businesses, technologies, or assets, expansion into new markets, or other opportunities that we believe are consistent with our long-term growth strategy.

The amount and timing of any such deployment of capital will depend on market conditions, the availability of suitable opportunities, and our assessment of strategic fit and expected return on investment.

There can be no assurance that we will identify suitable strategic opportunities or that any such opportunities, if pursued, will be consummated on terms favorable to us or at all.

To the extent we pursue significant strategic transactions, we may require additional capital beyond our existing cash resources and available borrowings, which may not be available on acceptable terms, or at all, depending on market conditions and other factors at the time.

Any such additional financing, if obtained through the issuance of equity or equity-linked securities, could result in dilution to our existing stockholders.

If obtained through additional debt financing, it could increase our leverage and debt service obligations, which may restrict our operational flexibility and limit our ability to pursue other opportunities.

We believe our existing cash and cash equivalents, together with cash generated from operations and available borrowings under our credit facility, are sufficient to meet our anticipated operating and capital expenditure requirements for at least the next twelve months.

However, our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of strategic investments, and general economic and market conditions.

We depend upon strong cash flows from our operations, as well as cash on our balance sheet, to supply capital to fund our operations, growth, stock repurchases and any potential future interest obligations.

4 unchanged sentences

We maintain a revolving credit facility with Bank of America through April 10, 2030 which provides for a $75 million credit commitment and a $25 million uncommitted “accordion” feature that under certain circumstances could allow us to increase the size of the facility to $100 million.

As of February 1, 2025, we had no borrowings outstanding under this facility.

As of January 31, 2026, we had no borrowings outstanding under this facility.

Although we currently have available a credit facility to fund our current operating needs, if necessary, we cannot be certain that we will be able to replace our existing credit facility or refinance any future debt at a reasonable cost when necessary.

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These laws and regulations, and related interpretations and enforcement activity, may change as a result of a variety of factors, including political, economic or social events.

Changes in, expanded enforcement of, or adoption of new federal, state or local laws and regulations governing areas such as minimum wage or living wage requirements, workplace-regulation and other labor or employment benefits laws, supply chain, taxes, including changes to corporate tax rates, privacy and information security, or environmental regulation such as carbon emission standards and sustainability programs, transparency and reporting, could increase our costs of doing business or impact our sales, operations or profitability.

Changes in, expanded enforcement of, or adoption of new federal, state or local laws and regulations governing areas such as minimum wage or living wage requirements, workplace-regulation and other labor or employment benefits laws, supply chain, taxes, including changes to corporate tax rates, privacy and information security, artificial intelligence, or environmental regulation such as carbon emission standards and sustainability programs, transparency and reporting, could increase our costs of doing business or impact our sales, operations or profitability.

Other laws related to employee benefits and treatment of employees, including laws related to limitations on employee hours, work scheduling, supervisory status, leaves of absence, mandated health benefits or overtime pay, could also negatively impact us, such as by increasing compensation and benefits costs for overtime and medical expenses.

Regulators’ and stakeholders’ requirements and expectations on environmental, social and sustainability-related topics continue to evolve and diverge, and our ability to meet these requirements and expectations may have a material adverse impact on our results of operations.

Environmental and social topics, such as climate change and diversity, as well as companies’ actions and initiatives on such issues, have received significant attention from a wide range of stakeholders.

federal government, U.S.

states and certain other countries and regions have adopted or are considering legislation, regulation or policies on these topics, including the imposition of caps or taxes on greenhouse gas emissions from certain sectors or facility categories, disclosure of corporate greenhouse gas emissions, and limitations on diversity, equity and inclusion programs.

Compliance with such laws, regulations or policies, including any that may be adopted in the future, could, among other things, increase the costs of operating our businesses, reduce the demand for our products and impact the prices we charge our customers, any or all of which could adversely affect our results of operations.

In addition, policymakers in some jurisdictions have adopted or proposed laws, regulations and policies that diverge from, or potentially conflict with, those in other jurisdictions.

Failure to comply with any legislation, regulation or policy, including as a result of making good faith interpretations that may differ from those taken by enforcement authorities in relevant jurisdictions, could potentially result in substantial fines, criminal sanctions, reputational harm or operational changes.

Moreover, our customers, stockholders, employees and other stakeholders have diverse expectations, demands and perspectives on these topics, which are continuing to evolve.

We may not be able to meet the diverse expectations and demands of all of our stakeholders, which could result in adverse publicity, harm our reputation, lead to claims against us and affect our relationships with our customers and employees, and subject us to legal and operational risks, any of which could have a material adverse effect on our business.

Any failure of our management information systems or the inability of third parties to continue to upgrade and maintain our systems could have an adverse effect on our business strategy, financial condition and results of operations.

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Any interruption in these systems could impair our ability to manage our inventory effectively, which could have an adverse effect on our business strategy, financial condition or results of operations.

Our co mputer systems and the third-party systems we rely on are also subject to damage or interruption from a number of causes, including power outages;

Our computer systems and the third-party systems we rely on are also subject to damage or interruption from a number of causes, including power outages;

computer and telecommunications failures;

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exploiting software vulnerabilities (including “zero-day attacks”), supply chain attacks and other security incidents and cyber-attacks.

Compromises, interruptions or shutdowns of our systems, including those managed by third parties, whether intentional or inadvertent, could lead to delays in our busine ss operations and, if significant or extreme, affect our financial condition or results of operations.

Compromises, interruptions or shutdowns of our systems, including those managed by third parties, whether intentional or inadvertent, could lead to delays in our business operations and, if significant or extreme, affect our financial condition or results of operations.

In addition, the technologies and artificial intelligence tools that we incorporate into certain aspects of our operations may not generate the intended efficiencies and may impact our business results.

Specifically artificial intelligence tools could have the potential to be deficient, inaccurate, or biased and if we fail to adopt and oversee the use of artificial intelligence in a thoughtful and strategic manner, it could harm our financial performance and/or our business reputation.

We use AI in our business, and challenges with effectively managing its use could result in reputation harm, competitive harm, and legal liability, and adversely affect our business, financial condition, or results of operations.

We are increasingly leveraging AI, machine learning, and other automated technologies across various aspects of our business, including product allocation, marketing, customer engagement, and third-party systems.

The use of these technologies presents a number of risks and challenges.

AI systems may generate inaccurate, biased, or unintended outputs, which could lead to errors in business decisions, ineffective marketing, or customer dissatisfaction.

In addition, the development and use of AI technologies are subject to evolving legal and regulatory requirements, including those related to data privacy, intellectual property, consumer protection, and algorithmic accountability.

Failure to comply with such requirements could result in investigations, litigation, fines, or other liabilities.

Our use of AI depends on the quality, integrity, and security of the data used to train and operate these systems.

If such data is incomplete, inaccurate, or compromised, our operations and decision-making could be adversely affected.

Reliance on third-party AI tools and service providers may also introduce additional risks related to data security, confidentiality, and system reliability.

The use of AI may also present reputational risks, including concerns regarding transparency, fairness, and ethical use.

Any actual or perceived misuse of AI by us or our third-party partners could harm our brand and customer trust.

If we are unable to effectively manage these risks or successfully integrate AI technologies into our operations, our business, financial condition, and results of operations could be adversely affected

Failure to maintain the security of employee, customer or vendor information could expose us to litigation, government enforcement actions and materially impact our reputation and business operations.

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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.

What changed 10-K

Item 1A. Risk Factors