What changed in this filing

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Item 1A. Risk Factors

2026-03-24 compared with 2025-03-24 · 99 added, 116 removed, 482 unchanged (31% of the section changed)

5 unchanged sentences

Risk Factors Relating to Our Wholesale Operations

The failure to maintain our material license agreements could cause us to lose significant revenues and have a material adverse effect on our results of operations.

The failure to maintain or renew our material license agreements could cause us to lose significant revenues and have a material adverse effect on our results of operations.

We are dependent on sales of licensed products for a substantial portion of our revenues.

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The failure to maintain or renew our material license agreements could cause us to lose significant revenue and have a material adverse effect on our results of operations.

Any adverse change in our relationship with PVH and its Calvin Klein or Tommy Hilfiger brands, including as a result of the limited extension period of our license agreements for these brands, could have a material adverse effect on our results of operations.

We have license agreements relating to a variety of products sold under the Calvin Klein and Tommy Hilfiger brands, both of which are owned by PVH.

Net sales of products under the Calvin Klein and Tommy Hilfiger brands constituted approximately 34.0% of our net sales in fiscal 2025 and approximately 41.0% of our net sales in fiscal 2024.

The licenses for Calvin Klein and Tommy Hilfiger products expire on a staggered basis beginning on December 31, 2024 and continuing through December 31, 2027.

The licenses for Calvin Klein (Women’s better sportswear) and Calvin Klein Jeans (Women’s jeanswear) expired on December 31, 2024.

See the table in “Complementary Portfolio of Licensed Brands” above for information with respect to the current terms of the remaining agreements.

PVH has indicated publicly that it will produce these Calvin Klein and Tommy Hilfiger products itself once these license agreements expire.

Unless we are able to increase the sales of our other products, acquire new businesses and/or enter into other license agreements covering different products, the limited extension period of the amended Calvin Klein and Tommy Hilfiger license agreements could cause a significant decrease in our net sales and have a material adverse effect on our results of operations.

As we manage the partnership with PVH through this transition and expiration of the licenses, any adverse change in our relationship could have a material adverse effect on our results of operations.

Our success is dependent on the strategies and reputation of our licensors.

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Our ten largest customers, all of which are department stores or off price accounts, accounted for approximately 67.6% of our net sales in fiscal 2026, with the Macy’s Inc.

group accounting for approximately 18.0% of our net sales in fiscal 2025.

group (which includes sales to Macy’s and Bloomingdale’s store chains) accounting for approximately 20.6% of our net sales in fiscal 2026.

TJX Companies accounted for approximately 11.4% of our net sales in fiscal 2026.

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Our retail stores are heavily dependent on the ability and desire of consumers to travel and shop.

A reduction in the volume of outlet mall traffic could adversely affect our retail sales.

A reduction in the volume of outlet mall traffic or the closing of outlet malls could adversely affect our retail sales.

Substantially all of the stores in our retail operations segment are operated as outlet stores and located in larger premium outlet centers, many of which are located in, or near, vacation destinations or away from large population centers where department stores and other traditional retailers are concentrated.

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● a downturn in foreign shoppers in the United States;

● closure of the outlet malls;

● the amount of advertising and promotional dollars spent on attracting consumers to outlet centers.

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Goldfarb and any negative market or industry perception arising from the loss of his services could have a material adverse effect on us and the market price of our common stock.

Our other executive officers have substantial experience and expertise in our business and have made significant contributions to our success.

The unexpected loss of services of one or more of these individuals or the inability to attract key personnel could also adversely affect us.

We also depend on the service and management experience of other key executive officers and members of senior management who have substantial experience and expertise in our industry and our business and have made significant contributions to our growth and success.

Any changes in our executive and senior management team may be disruptive to, or cause uncertainty in, our business and future strategic direction.

The departure of any key individual and the failure to ensure a smooth transition and effective transfer of knowledge involving senior employees could hinder or delay our strategic planning and execution, as well as adversely affect our ability to attract and retain other experienced and talented employees.

The success of our business also depends on our ability to attract and retain an adequate number of qualified employees to operate our retail stores and distribution centers and to perform various corporate functions.

Competition in our industry to attract and retain employees is intense and is influenced by our reputation, our ability to offer competitive compensation and benefits, and economic conditions, among other factors.

Furthermore, the retail industry (among others) has experienced, and could again experience in the future, overall labor shortages resulting from a combination of pandemic diseases, labor disputes, strikes, and other factors.

The introduction of new work arrangements and company-specific requirements regarding when and how often employees are required to work on-site versus remotely may also impact companies’ ability to attract and retain employees.

As companies increasingly allow employees to work remotely, traditional geographic competition for talent may change in ways that we cannot predict.

We have expanded our business through acquisitions and investments that could result in diversion of resources, an inability to integrate acquired operations and extra expenses.

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Net sales during the third and fourth quarters accounted for approximately 60% of our net sales in fiscal 2026.

We are highly dependent on our results of operations during the second half of our fiscal year.

Any difficulties we may encounter during this period as a result of weather or disruption of manufacturing or transportation of our products will

have a magnified effect on our results of operations for the year.

Any difficulties we may encounter during the second half of the year as a result of weather or disruption of manufacturing or transportation of our products will have a magnified effect on our results of operations for the year.

In addition, because of the large amount of outerwear we sell at both wholesale and retail, unusually warm weather conditions during the peak fall and winter outerwear selling season, including as a result of any change in historical climate patterns, could have a material adverse effect on our results of operations.

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Supply chain disruptions have adversely affected, and could continue to adversely affect, our ability to import our products in a timely manner and our freight costs.

In the past, supply chain disruptions have adversely affected our ability to import our product in a timely manner that allowed for timely delivery to our customers, caused elevated inventory levels and resulted in us incurring significant demurrage, labor and storage costs.

In fiscal 2024, the Panama Canal experienced severe drought conditions which forced the canal to reduce the number of vessels transiting through it on a daily basis by approximately one-third.

In addition, conflicts in the Middle East have caused major disruptions to global supply chains by impacting critical shipping routes through the Suez Canal and Red Sea for cargo, adding time and cost to shipments.

Transit times have increased to destinations on the East Coast of the United States and Europe, which may result in increased transportation costs.

In the first half of fiscal 2025, as the conditions at the Panama Canal started improving, port congestion and capacity shortages in Asia began to disrupt container shipping.

Transit times and transportation costs have increased to destinations on the East Coast of the United States and Europe.

In the second half of fiscal 2025, the global supply chain was also negatively impacted by recent and threatened port strikes on the East Coast of the United States, Gulf Coast and in Canada, as a result of which we have experienced some shipping delays, impacting the timing of inventory receipts.

Additional tariffs on Chinese imports have increased costs for importers, which has impacted demand and has affected ocean container

shipping due to limited alternatives for moving goods.

Our shipping costs to North America and Europe also continued to increase in the second half of fiscal 2025.

The global supply chain continues to be negatively impacted by various factors, including the ongoing disruptions in the Middle East and the reciprocal tariffs imposed across all countries.

The latest developments as it relates to Iran has added further uncertainty to our supply chain operations.

Conflicts in the Middle East continue to cause major disruptions to global supply chains by impacting critical shipping routes through the Suez Canal and Red Sea for cargo, adding time and cost to shipments.

The escalation of these conflicts as a result of the latest developments in Iran may further negatively impact the timely receipt of inventory as well as increase our shipping costs.

The imposition of tariffs by the U.S.

government and certain foreign jurisdictions, along with geopolitical tensions, have created an uncertain environment for global trade.

In February 2026, the Supreme Court of the United States ruled against the current administration’s use of the International Emergency Economic Powers Act to impose certain tariffs levied in 2025.

While we have taken action to preserve our rights, there remains substantial uncertainty regarding the impacts of this decision on the availability, timing, and amount of potential refunds, if any, for the invalidated tariffs, the scope and duration of newly announced tariffs, and the possibility of further additional or modified tariffs or retaliatory actions.

Subsequent to the Supreme Court decision, the administration announced a new global tariff of 10% effective February 24, 2026, under a different statute (Section 122 Trade Act of 1974) which will expire in 150 days unless renewed by Congress.

If we are unable to mitigate these challenges as well as potential future supply chain disruptions, our ability to meet customer expectations, manage inventory and complete sales could be materially adversely affected.

In addition, if we are unable to offset higher supply chain costs through product price increases or other measures, our results of operations may be adversely affected.

In addition, if we are

unable to offset higher supply chain costs through product price increases or other measures, our results of operations may be adversely affected.

Fluctuations in the price, availability and quality of materials used in our products could have a material adverse effect on our cost of goods sold and our ability to meet our customers’ demands.

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Furthermore, we cannot be certain that the conduct of our business does not and will not infringe, misappropriate or otherwise conflict with the intellectual property rights of others, and our efforts to enforce our trademark and other intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our trademark and other intellectual property rights.

Any action to prosecute, enforce or defend any

intellectual property claim, regardless of merit or resolution, could be costly and may divert the efforts and attention of our management and technical personnel.

Any action to prosecute, enforce or defend any intellectual property claim, regardless of merit or resolution, could be costly and may divert the efforts and attention of our management and technical personnel.

We may not prevail in such proceedings given the complex technical issues and inherent uncertainties in intellectual property litigation.

If we are found to have infringed, misappropriated or otherwise violated rights of third parties, we could be required to pay substantial damages, obtain licenses, cease the manufacture, use or sale of certain intellectual property, or cease making or selling certain products.

There can be no assurance that licenses will be available on commercially reasonable terms, if at all.

There can be no assurance that

licenses will be available on commercially reasonable terms, if at all.

If we are unsuccessful in protecting and enforcing our intellectual property rights, our brands, business, financial condition and results of operations may be materially adversely affected.

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We have experienced increased costs in many aspects of our business, including our product costs and freight.

Beginning in fiscal 2023, we have implemented price increases on many of our products in an effort to mitigate the effect of higher costs.

We have implemented price increases on many of our products in an effort to mitigate the effect of higher costs.

In recent years, the historic high rates of inflation, including increased fuel and food prices, have led to a softening of consumer demand and increased promotional activity in our categories.

Continued high rates of inflation, including as a result of tariffs, in the future could result in a reduction of consumer demand and increased promotional activity, as well as increases in our operating costs.

The Federal Reserve increased interest rates several times in fiscal 2024 in response to concerns about inflation, and began to decrease interest rates in fiscal 2025.

It is unclear whether the Federal Reserve will reduce, increase or maintain the current rates in the future.

Higher interest rates may increase the cost of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending.

The Federal Reserve increased interest rates several times in fiscal 2024 in response to concerns about inflation.

Though the Federal Reserve decreased interest rates in both fiscal 2025 and fiscal 2026, it is unclear whether the Federal Reserve will reduce, increase or maintain the current rates in the future.

We cannot predict the future level of interest rates or the effect of interest rates on the availability or aggregate cost of our borrowings.

Higher interest rates increase the cost of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending.

Volatility in interest rates may adversely affect our business or our customers.

If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, or at all.

We cannot be certain that any additional required financing, whether debt or equity, will be available in amounts needed or on terms acceptable to us, if at all.

The cyclical nature of the apparel industry and uncertainty over future economic prospects and consumer spending could have a material adverse effect on our results of operations.

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Sales of our products are affected by a number of competitive factors including style, price, quality, brand recognition and reputation, product appeal and general fashion trends.

In addition, we compete with other companies in the apparel industry on the basis of investments in technology and adapting to changes in technology, including the successful use of data analytics.

In addition, we compete with other companies in the apparel industry on the basis of investments in technology and adapting to changes in technology, including the successful use of data analytics and artificial intelligence.

If major department, mass merchant and specialty store chains consolidate, continue to close stores or cease to do business, our business could be negatively affected.

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Continued consolidation in the retail industry, as well as store closing or retailers ceasing to do business, could negatively impact our business.

Various customers of ours, including Macy’s and Kohl’s, have reduced their store footprint and others have filed for bankruptcy in recent years, including the recent bankruptcy filing by Hudson’s Bay Company.

Macy’s also continues to confirm its planned closure of 150 stores through 2027.

Store closings could adversely affect our business and results of operations.

Various customers of ours, including Macy’s, have reduced their store footprint.

Macy’s plans to close a total of 150 underperforming stores through 2028.

Others have filed for bankruptcy in recent years, including Hudson’s Bay Company, which liquidated in 2025 and the recent bankruptcy filing by Saks Global.

Continued store closings could adversely affect our business and results of operations.

Consolidation could reduce the number of our customers and potential customers.

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The effects of war, conflicts in Ukraine and the Middle East, acts of terrorism, natural disasters or public health crises could adversely affect our business and results of operations.

The conflicts in Ukraine and the Middle East, and the continued threat of terrorism, heightened security measures and military action in response to acts of terrorism or civil unrest has, at times, disrupted commerce and intensified concerns regarding the United States and world economies.

The conflicts in Ukraine and the Middle East, including the latest developments in Iran, and the continued threat of terrorism, heightened security measures and military action in response to acts of terrorism or civil unrest has, at times, disrupted commerce and intensified concerns regarding the United States and world economies.

The imposition of additional sanctions by the United States and/or foreign governments, as well as the sanctions already in place, could lead to restrictions related to sales and our supply chain for which the financial impact is uncertain.

In addition, the continuation or escalation of these wars, including the potential for additional countries to declare war against each other, may lead to further, broader unfavorable macroeconomic implications, including unfavorable foreign exchange rates, increases in fuel prices, food shortages, a weakening of the worldwide economy, lower consumer demand and volatility in financial markets.

These implications of

the conflicts in Ukraine and the Middle East could have a material adverse effect on our business and our results of operations.

These implications of the conflicts in Ukraine and the Middle East could have a material adverse effect on our business and our results of operations.

Any other acts of terrorism or new or extended hostilities may disrupt commerce and undermine consumer confidence, which could negatively impact our sales and results of operations.

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Accordingly, these types of events could have a material adverse effect on our business and our results of operations.

Our ability to anticipate and respond to changing customer preferences and shifts in fashion and industry trends in a timely manner could have a material adverse effect on our business, financial condition and results of operations.

Our success largely depends on our ability to consistently gauge tastes and trends and provide a balanced assortment of merchandise that satisfies customer demands in a timely manner.

We enter into agreements to manufacture and purchase our merchandise well in advance of the applicable selling season and our failure to anticipate, identify or react appropriately in a timely manner to changes in customer preferences, tastes and trends and economic conditions could lead to, among other things, missed opportunities, excess inventory or inventory shortages, markdowns and write-offs, all of which could negatively impact our profitability and have a material adverse effect on our business, financial condition and results of operations.

Failure to respond to changing customer preferences and fashion trends could also negatively impact our brand image with our customers.

Risks Related to Our International Operations

We are dependent upon foreign manufacturers.

We are dependent upon foreign manufacturers and our arrangements with them subject us to risks, including potential import restrictions, duties and tariffs.

We do not own or operate any manufacturing facilities.

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Because our products are produced abroad, most significantly in China and Vietnam, political or economic instability in China, Vietnam or elsewhere could cause substantial disruption in the business of our foreign manufacturers.

In February 2025, the current administration imposed an additional 10% tariff on imports from China beyond the previous 25% tariff that was already in place.

In March 2025, the current administration announced plans to impose an additional 10% tariff on certain products imported from China.

The current administration has also indicated the potential for additional increases to tariffs on imports into the United States for China as well as other countries.

Products sourced from China represented approximately 33.2% of our inventory purchased in fiscal 2025.

Beginning in April 2025, the United States announced tariffs on goods imported into the United States, with incremental tariffs on products imported from most countries, including China, Vietnam and Bangladesh, and the potential for further increases and revisions or terminations to existing trade agreements.

In response, some countries have announced or are otherwise considering retaliatory tariffs on United States exports and other trade restrictions.

These actions have led to significant volatility and uncertainty in global markets.

Products sourced from Vietnam represented approximately 36.9% of our inventory purchased in fiscal 2026.

Additional tariffs imposed on products imported by us from China and potentially other countries in our supply chain would increase our costs, require us to increase prices to our customers or, if we are unable to do so, result in lower gross margins on the products sold by us.

Products sourced from China represented approximately 25.0% of our inventory purchased in fiscal 2026.

Additional tariffs imposed on products imported by us from China, Vietnam and potentially other countries in our supply chain would increase our costs, require us to increase prices to our customers or, if we are unable to do so, result in lower gross margins on the products sold by us.

While we source our products from many different manufacturers, we rely on a few manufacturers for a significant amount of our products.

In fiscal 2026, we sourced 27.0% and 15.6% of our purchases from two different vendors in Vietnam.

In fiscal 2025, we sourced 14.7% of our purchases from one vendor in China.

The loss of key vendors or a disruption in receipt of products from key vendors could adversely affect our ability to deliver goods to our customers on time and in the requested quantities.

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China’s Xinjiang Uyghur Autonomous Region (the “XUAR”) is a significant source of cotton and textiles for the global apparel supply chain.

XUAR or produced by companies included on a government-created UFLPA entity list, creating a presumption that such goods were produced using forced labor.

The United States’ Uyghur Forced Labor Prevention Act (“UFLPA”) empowers the United States Customs and Border Protection Agency (the “US CBP”) to withhold release of items produced in whole or in part in the XUAR or produced by companies included on a government-created UFLPA entity list, creating a presumption that such goods were produced using forced labor.

We have established controls designed to preclude sourcing any products or materials from the XUAR (either directly or indirectly through our suppliers), and we prohibit our vendors from doing business with facilities in the XUAR.

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● local product preferences and product requirements;

● more stringent regulation relating to privacy and data protection, including with respect to the collection, use and processing of personal information, particularly in Europe;

● more stringent regulation relating to privacy and data access to, or use of, commercial or personal information, particularly in Europe;

● more stringent regulation relating to privacy and data protection, including with respect to the collection, use and processing of commercial or personal information, particularly in Europe;

● less rigorous protection of intellectual property;

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We are required by Card Rules to comply with the Standard, and our failure to do so may result in fines or restrictions on our ability to accept payment cards.

Under certain circumstances specified in the Card Rules, we may be required to submit to periodic audits, self-assessments or other assessments of our compliance with the Standard.

certain circumstances specified in the Card Rules, we may be required to submit to periodic audits, self-assessments or other assessments of our compliance with the Standard.

Such activities may reveal that we have failed to comply with the Standard.

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Further, changes in technology and processing procedures may result in changes to the Card Rules.

may require us to make significant investments in operating systems and technology that may impact our business.

Such changes may require us to make significant investments in operating systems and technology that may impact our business.

Failure to keep up with changes in technology could result in the loss of business.

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The reliability and capacity of our information systems is critical.

The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of sales and customers, which may have a material adverse effect on our business, financial condition and results of operations to suffer.

Despite our preventative efforts (including those described in “Cybersecurity”), our systems are vulnerable from time to time to damage or interruption from, among other things, security breaches, cyber-attacks, computer viruses, ransomware, power outages, fire, natural disasters, systems failures and other technical malfunctions.

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If our information technology systems suffer severe damage, disruption or shutdown, by unintentional or malicious actions of employees and contractors or by cyber-attacks, and our business continuity plans do not effectively resolve the issues in a timely manner, we could experience business disruptions, reputational damage, transaction errors, processing inefficiencies, increased overhead costs, excess inventory, product shortages and a loss of important information, causing our business, financial condition and results of operations to be adversely affected.

Any disruptions affecting our information systems could have a material adverse impact on the operation of our business.

We could also be required to spend significant financial and other resources to remedy the damage caused by a security breach or to repair or replace networks and information systems.

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Transitioning to these new or upgraded processes and systems requires significant capital investments and personnel resources.

We may also experience difficulties in implementing or operating our new or upgraded business processes or information technology systems, including, but not limited to, ineffective or inefficient operations, significant system failures, system outages, delayed implementation and loss of system availability, which could lead to increased implementation and/or operational costs, loss or corruption of data, delayed shipments, excess inventory and interruptions of operations resulting in lost sales and/or profits.

We may also experience difficulties in implementing or operating our new

or upgraded business processes or information technology systems, including, but not limited to, ineffective or inefficient operations, significant system failures, system outages, delayed implementation and loss of system availability, which could lead to increased implementation and/or operational costs, loss or corruption of data, delayed shipments, excess inventory and interruptions of operations resulting in lost sales and/or profits.

While we devote significant resources to network security, backup and disaster recovery, enhanced training and other security measures to protect our systems and data, security measures cannot provide absolute security or guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis.

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As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business.

While we have not currently adopted and integrated generative artificial intelligence tools in our business operations, we may do so in the future for specific use cases reviewed by legal and information security.

Our vendors may incorporate generative artificial intelligence tools into their offerings without disclosing this use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience.

We have begun to incorporate, and may expand our use of, artificial intelligence, including generative artificial intelligence, to improve efficiencies in areas including, but not limited to, management functions, talent recruitment and operations.

standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience.

If we, our vendors, or our third-party partners experience an actual or perceived breach of privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed.

Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal

activities involving the theft and misuse of personal information, confidential information, and intellectual property.

Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property.

Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.

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and other countries where we conduct our business.

For example, the current administration has imposed tariffs on imports from China and has announced plans to impose broad-based tariffs on imports from many other countries, including Canada, Mexico and countries in the European Union.

It may be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes.

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trade policy have in the past and could in the future trigger retaliatory actions by affected countries.

Certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S.

For example, China has recently implemented tariffs on imports from the United States, in light of the newly imposed tariffs on Chinese goods by the current administration.

Further, any emerging protectionist or nationalist trends either in the U.S.

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We also have many transactions between our subsidiaries.

We believe these transactions are at arms-length and that we have the proper transfer pricing documentation in place, but our transfer pricing could be challenged by tax authorities resulting in additional tax liabilities.

We believe these transactions are at arms-length and that we have proper transfer pricing documentation in place, but our transfer pricing could be challenged by tax authorities resulting in additional tax liabilities.

Our future effective tax rate could be adversely affected by a variety of factors, including changes in our business operations, changes in tax laws or rulings, or developments in government tax examinations.

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Adverse outcomes from examinations may lead to adjustments to our income tax liabilities or provisions for uncertain tax positions.

In December 2022, the Council of the European Union (“EU”) announced that EU member states reached an agreement to implement the minimum tax component of the Organization for Economic Co-operation and Development’s international tax reform initiative, known as Pillar Two.

The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups, and is effective for fiscal 2025.

While the rules did not have a material impact on our effective tax rate or financial results for fiscal 2025, we continue to monitor our operations and evolving tax

legislation in the jurisdictions in which we operate.

In December 2022, the Council of the European Union (“EU”) announced that EU member states reached an agreement to implement the minimum tax component of the Organization for Economic Co-operation and Development’s (“OECD”) international tax reform initiative, known as Pillar Two.

The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups (“MNEs”) and was effective beginning fiscal 2025.

In January 2026, the OECD

introduced a side-by-side agreement in which U.S.-parented MNEs are exempt from certain aspects of the global minimum tax.

This agreement is effective for our fiscal year ending January 31, 2027, but is subject to adoption by each jurisdiction.

While the rules did not have a material impact on our effective tax rate or financial results for fiscal 2026, we continue to monitor our operations and evolving tax legislation in the jurisdictions in which we operate.

A material change in tax laws or policies, or their interpretation, related to the Pillar Two Model Rules could result in a higher effective tax rate and have an adverse effect on our financial condition, results of operations, and cash flows.

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If we fail to comply with any of these regulations, we could be subject to a range of regulatory actions, fines or other sanctions or litigation.

The national security law implemented in Hong Kong may result in disruptions to our business operations in Hong Kong and additional tariffs and trade restrictions.

In June 2020, a new security law was put into effect that changes the way Hong Kong has been governed since the territory was handed over by England to China in 1997.

This law increases the power of the central government in Beijing over Hong Kong, limits the civil liberties of residents of Hong Kong and could restrict their ability to conduct business in the same way as in the past on a go forward basis.

State Department has announced the U.S.

would no longer consider Hong Kong to have significant autonomy from China which could end some or all of the U.S.

government’s special trade and economic relations with Hong Kong.

This may result in disruption to our offices and employees located in Hong Kong, as well as the shipment of our products from Hong Kong.

The potential disruption to our business operations in Hong Kong and additional tariffs and trade restrictions resulting from this security law, as well as any future additional security laws, could have an adverse impact on our results of operations.

In March 2024, Hong Kong passed additional national security legislation.

The Company is not yet able to determine the effect, if any, this new security legislation may have on its business or results of operations.

Other Risks Relating to Ownership of Our Common Stock

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We do not have any responsibility to provide financial forecasts going forward or to update any of our forward-looking statements at such times or otherwise.

We recorded significant charges for the impairment of goodwill during the fourth quarter of fiscal 2023 which caused us to report a net loss for fiscal 2023 and we recorded charges for the impairment of trademarks during the fourth quarter of fiscal 2024 and fiscal 2025.

We recorded charges for the impairment of trademarks during the fourth quarter of fiscal 2024 and fiscal 2025.

If our trademarks and other intangibles become impaired, we may be required to record additional charges to earnings.

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Approximately $388.9 million of our trademarks and other intangibles was recorded in connection with our acquisition of DKNY and Donna Karan and approximately $200.9 million of our trademarks and other intangibles was recorded in connection with our acquisition of Karl Lagerfeld.

Under accounting principles generally accepted in the United States (“GAAP”), we review our goodwill and other indefinite life intangibles for impairment annually as of January 31 of each fiscal year and when events or changes in circumstances warrant.

Under accounting principles generally accepted in the United States (“GAAP”), we review our trademarks and other indefinite life intangibles for impairment annually as of January 31 of each fiscal year and when events or changes in circumstances warrant.

A significant decline in our stock price and market capitalization or deterioration in our projected results could result in an impairment of our trademarks and/or other intangibles, or any future goodwill.

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However, actual performance in the near-term or long-term could be materially different from these forecasts, which could impact future estimates.

As of January 31, 2023, we were required to record a $347.2 million charge to earnings in our financial statements as our goodwill was determined to be fully impaired as a result of our decline in market capitalization.

As of January 31, 2024, we were required to record a $5.9 million charge to earnings in our financial statements as our Sonia Rykiel trademark

was determined to be partially impaired as a result of the performance of the brand.

As of January 31, 2024, we were required to record a $5.9 million charge to earnings in our financial statements as our Sonia Rykiel trademark was determined to be partially impaired as a result of the performance of the brand.

As of January 31, 2025, we were recorded a $7.4 million charge to earnings in our financial statements as our Sonia Rykiel trademark was determined to be fully impaired as a result of the performance of the brand.

We may be required to record additional significant charges to earnings in our financial statements during a period in which an impairment of our trademarks and other intangible assets is determined to exist which could negatively affect our results of operations and the market price of our securities.

The focus by stakeholders on corporate responsibility issues, including those associated with environmental, social and governance issues, as well as matters of significance related to sustainability, could result in additional costs or risks and adversely impact our reputation.

There is a focus from our stakeholders, including consumers, employees and institutional investors, on corporate social responsibility matters, which we refer to as CSR, associated with environmental, social and governance issues and sustainability practices.

The increasing focus by regulators and stakeholders on corporate responsibility issues, including those associated with environmental, social and governance issues, as well as matters of significance related to sustainability, could result in additional costs or risks, adversely impact our reputation or expose us to additional regulatory or compliance risks.

We are subject to an evolving regulatory landscape relating to environmental sustainability, climate change, supply chain due diligence and other corporate social responsibility matters in the jurisdictions in which we operate and source products.

Governmental authorities in the United States, the EU and other markets have enacted, and continue to propose, laws and regulations addressing greenhouse gas emissions, environmental reporting, forced labor, supply chain transparency, product composition, packaging, and related disclosures.

Compliance with these requirements may require us to enhance monitoring, testing, traceability and reporting procedures across our global supply chain.

Regulatory requirements may also evolve with limited implementation timelines, creating operational complexity.

The regulatory environment may vary across jurisdictions and may require us to adapt our practices to differing standards.

Future developments, including emissions-related mandates, extended producer responsibility requirements or expanded disclosure obligations, could require changes to sourcing, manufacturing or distribution practices.

While we seek to manage these requirements effectively, there can be no assurance that we will be able to do so without disruption to our operations.

Failure to comply with governmental regulations, implement our strategy or achieve our goals could result in penalties and/or damage our reputation, causing our investors or consumers to lose confidence in us and our brands, and negatively impact our operations.

Further, there is an increasing focus from our stakeholders, including consumers, employees and institutional investors, on corporate social responsibility matters associated with environmental, social and governance issues and sustainability practices.

Although we have disclosed our corporate social responsibility strategy and increased focus on these issues, there can be no assurance that our stakeholders will agree with our strategy or that we will be successful in achieving our goals.

If our CSR practices do not meet investor or other industry stakeholder expectations and standards, which continue to evolve, our brands, reputation and customer and employee retention may be negatively impacted.

It is possible that stakeholders may not be satisfied with our CSR practices or the speed of adoption.

We could also incur additional costs and require additional resources to monitor, report and comply with our CSR practices.

If our corporate social responsibility practices do not meet investor or other industry stakeholder expectations and standards, which continue to evolve, our brands, reputation and customer and employee retention may be negatively impacted.

It is possible that stakeholders may not be satisfied with our corporate social responsibility practices or the speed of adoption.

In addition, our failure, or perceived failure, to meet the standards included in any sustainability disclosure could negatively impact our reputation, employee retention and the willingness of our customers and suppliers to do business with us.

Our processes and controls for reporting CSR and sustainability matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting related metrics, including related disclosures that may be required by the SEC, European and other regulators.

Such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.

New government regulations could also result in new or more stringent forms of oversight and expanded mandatory and voluntary reporting, diligence, and disclosure.

We cannot assure investors that we will pay dividends on our common stock.

Our ability to pay dividends on our common stock is generally dependent on a proposal by our Board of Directors subject to approval by our stockholders and will depend on a number of factors, including, among others, our financial condition and results of future operations, growth opportunities and restrictive covenants in our debt instruments.

Risks Related to Our Indebtedness

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maintenance of financial covenants included in our ABL Credit Agreement and interest rate fluctuations.

Interest rates increased in fiscal 2024 and began to decrease in fiscal 2025.

It is unclear whether the Federal Reserve will increase, reduce or maintain the current interest rates in fiscal 2026.

We cannot predict the future level of interest rates or the effect of interest rates on the availability or aggregate cost of our borrowings.

Higher interest rates increase the cost of our borrowings under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending.

Volatility in interest rates may adversely affect our business or our customers.

If interest rates continue to increase or are maintained at their current high level, our capacity to obtain necessary liquidity may be negatively impacted.

We cannot be certain that any additional required financing, whether debt or equity, will be available in amounts needed or on terms acceptable to us, if at all.

As of January 31, 2026, we were in compliance with the financial covenants in our credit facility.

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Adverse developments in the economy could lead to reduced consumer spending which could adversely impact our net sales and cash flow, which could affect our compliance with our financial covenants.

A violation of our covenants could limit access to our credit facilities.

A violation of our covenants

could limit access to our credit facilities.

Should such restrictions on our credit facilities and these factors occur, they could have a material adverse effect on our business and results of operations.

We may not be able to generate sufficient cash to service all of our indebtedness, including the ABL Credit Agreement, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control.

We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the ABL Credit Agreement.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness.

These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.

We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due.

We may not be able to generate sufficient cash to service any future significant indebtedness, including the ABL Credit Agreement, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance any future significant debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control.

We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on any future significant indebtedness, including the ABL Credit Agreement.

If our cash flows and capital resources are insufficient to fund any future significant debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance such indebtedness.

These alternative measures may not be successful and may not permit us to meet any future significant scheduled debt service obligations.

If our operating results and available cash are insufficient to meet such debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.

We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet such debt service obligations then due.

Any future refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations.

Additionally, the ABL Credit Agreement will limit the use of the proceeds from any disposition of our assets.

Additionally, the ABL Credit Agreement limits the use of the proceeds from any disposition of our assets.

As a result, the ABL Credit Agreement may prevent us from using the proceeds from such dispositions to satisfy our debt service obligations.

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Changes in market interest rates may influence our financing costs and could reduce our earnings and cash flows.

Our credit rating and ability to access well-functioning capital markets are important to our ability to secure future debt financing on acceptable terms.

Our credit ratings may not reflect all risks associated with our indebtedness.

Our ability to access well-functioning capital markets are important to our ability to secure future debt financing on acceptable terms.

Our access to the debt markets and the terms of such access depend on multiple factors including the condition of the debt capital markets, our operating performance and our credit ratings.

These ratings are based on a number of factors including their assessment of our financial strength and financial policies.

Although we do not have an indebtedness rated by any credit rating agency, we may have rated debt in the future.

These ratings will be based on a number of factors including their assessment of our financial strength and financial policies.

Our borrowing costs will be dependent to some extent on the rating assigned to our debt.

However, there can be no assurance that any particular rating assigned to us will remain in effect for any given period of time or that a rating will not be changed or withdrawn by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating so warrant.

Incurrence of additional debt by us could adversely affect our credit rating.

Any disruptions or turmoil in the capital markets or any downgrade of our credit rating could adversely affect our cost of funds, liquidity, competitive position and access to capital markets, which could materially and adversely affect our business operations, financial condition and results of operations.

In addition, downgrading the credit rating of our debt securities or placing us on a watch list for possible future downgrading would likely have an adverse effect on the market price of our Common Stock.

Any disruptions or turmoil in the capital markets could adversely affect our cost of funds, liquidity, competitive position and access to capital markets, which could materially and adversely affect our business operations, financial condition and results of operations.

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