What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-04-01 compared with 2025-04-02 · 37 added, 26 removed, 154 unchanged (29% of the section changed)

2 unchanged sentences

Our senior leadership team, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a 15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of February 1, 2025, the end of the period covered by this report our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our senior leadership team, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of January 31, 2026, the end of the period covered by this report our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our senior leadership team, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

Our senior leadership team is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a 15(f).

Our senior leadership team conducted an assessment of our internal control over financial reporting as of February 1, 2025 based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

Based on the assessment, our senior leadership team concluded that our internal control over financial reporting was effective as of February 1, 2025.

The effectiveness of our internal control over financial reporting as of February 1, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Our senior leadership team conducted an assessment of our internal control over financial reporting as of January 31, 2026 based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

Based on the assessment, our senior leadership team concluded that our internal control over financial reporting was effective as of January 31, 2026.

The effectiveness of our internal control over financial reporting as of January 31, 2026 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter ended February 1, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control over Financial Reporting

2 unchanged sentences

OTHER INFORMATION

During the three months ended February 1, 2025, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K, except as follows:

On January 10, 2025 , Jack Preston , Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 2,786 shares of RH’s common stock beginning April 11, 2025.

During the three months ended January 31, 2026, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K, except as follows:

On January 16, 2026 , Mark Demilio , Director , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 6,500 shares of RH’s common stock beginning April 17, 2026.

The arrangement’s expiration date is December 31, 2026 .

1 unchanged sentence

FORM 10-K | 115

On January 10, 2025 , Stefan Duban , Chief Gallery & Customer Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 20,000 shares of RH’s common stock beginning April 11, 2025.

The arrangement’s expiration date is March 31, 2026 .

On January 17, 2025 , Hilary Krane , Director , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 6,538 shares of RH’s common stock beginning April 18, 2025.

The arrangement’s expiration date is February 28, 2026 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

18 unchanged sentences

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024

Consolidated Statements of Income for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Statements of Comprehensive Income for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025

Consolidated Statements of Income for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024

Consolidated Statements of Comprehensive Income for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024

Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024

Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024

Notes to the Consolidated Financial Statements

3 unchanged sentences

FORM 10-K SUMMARY

The Company has elected not to include summary information.

We have elected not to include summary information.

118 | FORM 10-K

EXHIBIT INDEX

INCORPORATED BY REFERENCE

5 unchanged sentences

Description of Securities of Registrant .

April 2, 2025

Form of RH Common Stock Certificate.

39 unchanged sentences

July 30, 2021

Second Amendment to Twelfth Amended and Restated Credit Agreement, dated as of July 31, 2025, by and among Restoration Hardware, Inc.

as lead borrower, various other subsidiaries of RH named therein as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A.

as administrative agent and collateral agent.

August 6, 2025

Term Loan Credit Agreement dated as of October 20, 2021, by and among Restoration Hardware, Inc.

14 unchanged sentences

June 13, 2024

Insider Trading Policy & Guidelines for Material Non-Public Information .

Subsidiary List

Consent of PricewaterhouseCoopers LLP

Power of Attorney (included on signature page)

120 | FORM 10-K

2 unchanged sentences

EXHIBIT DESCRIPTION

Compensation Protection Agreement, dated May 15, 2025, by and between RH and Lisa Chi.

September 11, 2025

Stock Option Agreement, dated May 15, 2025, by and between RH and Lisa Chi.

September 11, 2025

Restricted Stock Unit Award Agreement, dated May 15, 2025, by and between RH and Lisa Chi.

September 11, 2025

Insider Trading Policy & Guidelines for Material Non-Public Information .

April 2, 2025

Subsidiary List

Consent of PricewaterhouseCoopers LLP

Power of Attorney (included on signature page)

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

8 unchanged sentences

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Extension Definition

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

EXHIBIT INDEX

FORM 10-K | 121

INCORPORATED BY REFERENCE

EXHIBIT DESCRIPTION

Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

1 unchanged sentence

** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

EXHIBIT INDEX

122 | FORM 10-K

EXHIBIT INDEX

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2 unchanged sentences

Chairman of the Board of Directors and Chief Executive Officer

April 2, 2025

March 31, 2026

POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature appears below constitutes and appoints Gary Friedman and Jack Preston, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on April 2 nd , 2025.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on March 31 st , 2026.

/s/ Gary Friedman

23 unchanged sentences

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 9A. Controls and Procedures