RH 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA RH INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) ​ 65 Consolidated Balance Sheets ​ 67 Consolidated Statements of Income ​ 68 Consolidated Statements of Comprehensive Income ​ 69 Consolidated Statements of Stockholders’ Equity (Deficit) ​ 70 Consolidated Statements of Cash Flows ​ 71 Notes to Consolidated Financial Statements ​ 73 ​ ​ ​ ​ ​ 64 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of RH Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of RH and its subsidiaries (the “Company”) as of January 31, 2026 and February 1, 2025, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended January 31, 2026, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited 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 (COSO). In our opinion, the consolidated financial statements referred to above 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. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions . Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 65 ​ Table of Contents unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Determination of the Classification of New Real Estate Lease Contracts As described in Notes 3 and 10 to the consolidated financial statements, certain of the Company’s real estate leases are classified as finance leases. Leases that do not meet the definition of a finance lease are considered operating leases. For the year ended January 31, 2026, lease right-of-use assets obtained in exchange for lease obligations - net of lease terminations totaled $235.5 million related to operating leases and $106.8 million related to finance leases, of which a significant portion of the operating and finance leases relates to new real estate leases. Lease characteristics that management evaluates to determine lease classification include, but are not limited to, the reasonably certain lease term, incremental borrowing rate of the leased asset, and fair value of the leased asset. The principal considerations for our determination that performing procedures relating to the determination of the classification of new real estate lease contracts is a critical audit matter are (i) the significant judgment by management when determining the classification of new real estate lease contracts based on its evaluation of the lease characteristics; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the determination of the classification of new real estate lease contracts and management’s significant assumptions related to the reasonably certain lease term, incremental borrowing rate of the leased asset, and fair value of the leased asset; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to lease accounting, including controls over management’s determination of the classification of new real estate lease contracts based on the lease characteristics. These procedures also included, among others (i) reading certain new real estate lease contracts; (ii) testing management’s process for determining the classification of new real estate lease contracts based on the lease characteristics; (iii) testing the completeness and accuracy of the underlying data used by management; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the reasonably certain lease term, incremental borrowing rate of the leased asset, and fair value of the leased asset. Evaluating management’s assumptions related to the reasonably certain lease term, incremental borrowing rate of the leased asset, and fair value of the leased asset involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Company; (ii) consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the assumptions related to the incremental borrowing rate of the leased asset and fair value of the leased asset . ​ /s/ PricewaterhouseCoopers LLP San Francisco, California March 31, 2026 We have served as the Company’s auditor since 2008. ​ ​ ​ ​ 66 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents RH CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ ​ ​ FEBRUARY 1, ​ ​ 2026 ​ 2025 ​ ​ (in thousands) ASSETS ​ ​ ​ ​ Cash and cash equivalents ​ $ 41,191 ​ $ 30,413 Accounts receivable—net ​ 63,447 ​ 63,484 Merchandise inventories ​ 818,550 ​ 1,019,591 Prepaid expense and other current assets ​ 184,474 ​ 177,843 Total current assets ​ 1,107,662 ​ 1,291,331 Property and equipment—net ​ 2,158,718 ​ 1,883,176 Operating lease right-of-use assets ​ ​ 795,352 ​ ​ 617,103 Goodwill ​ 144,239 ​ 140,943 Tradenames, trademarks and other intangible assets—net ​ 79,777 ​ 76,118 Deferred tax assets ​ 128,375 ​ 147,723 Equity method investments ​ ​ 119,754 ​ ​ 126,909 Other non-current assets ​ 301,833 ​ 271,386 Total assets ​ $ 4,835,710 ​ $ 4,554,689 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) ​ ​ ​ ​ Accounts payable and accrued expenses ​ $ 386,736 ​ $ 413,406 Deferred revenue and customer deposits ​ ​ 338,504 ​ 291,815 Operating lease liabilities ​ ​ 110,280 ​ ​ 100,944 Other current liabilities ​ 95,086 ​ 98,961 Total current liabilities ​ 930,606 ​ 905,126 Asset based credit facility ​ 20,000 ​ 200,000 Term loan B—net ​ 1,886,370 ​ 1,903,144 Term loan B-2—net ​ 467,299 ​ 468,019 Real estate loans—net ​ ​ 15,199 ​ ​ 15,524 Non-current operating lease liabilities ​ 705,084 ​ 573,468 Non-current finance lease liabilities ​ ​ 718,837 ​ ​ 630,655 Deferred tax liabilities ​ ​ 17,731 ​ ​ 10,394 Other non-current liabilities ​ 13,984 ​ 11,948 Total liabilities ​ ​ 4,775,110 ​ ​ 4,718,278 Commitments and contingencies (Note 18) ​ ​ ​ ​ Stockholders’ equity (deficit) ​ ​ ​ ​ Preferred stock—$ 0.0001 par value per share, 10,000,000 shares authorized, no shares issued or outstanding as of January 31, 2026 and February 1, 2025 ​ — ​ ​ — Common stock— $ 0.0001 par value per share, 180,000,000 shares authorized, 18,818,976 shares issued and outstanding as of January 31, 2026; 18,726,116 shares issued and outstanding as of February 1, 2025 ​ 2 ​ 2 Additional paid-in capital ​ 410,461 ​ 362,348 Accumulated other comprehensive income (loss) ​ 36,202 ​ ( 15,087 ) Accumulated deficit ​ ( 386,065 ) ​ ( 510,852 ) Total stockholders’ equity (deficit) ​ ​ 60,600 ​ ​ ( 163,589 ) Total liabilities and stockholders’ equity (deficit) ​ $ 4,835,710 ​ $ 4,554,689 ​ The accompanying notes are an integral part of these Consolidated Financial Statements. ​ ​ ​ ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 67 ​ Table of Contents RH CONSOLIDATED STATEMENTS OF INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Net revenues ​ $ 3,439,536 ​ $ 3,180,753 ​ $ 3,029,126 Cost of goods sold ​ 1,923,779 ​ ​ 1,765,821 ​ 1,640,107 Gross profit ​ 1,515,757 ​ 1,414,932 ​ 1,389,019 Selling, general and administrative expenses ​ 1,128,489 ​ ​ 1,092,345 ​ ​ 1,022,948 Operating income ​ 387,268 ​ 322,587 ​ 366,071 Other expenses ​ ​ ​ ​ ​ ​ Interest expense—net ​ 225,378 ​ ​ 230,601 ​ ​ 198,296 Other (income) expense—net ​ ​ ( 5,048 ) ​ ​ 3,395 ​ ​ 1,078 Total other expenses ​ 220,330 ​ 233,996 ​ 199,374 Income before taxes and equity method investments ​ 166,938 ​ 88,591 ​ 166,697 Income tax expense ​ 47,159 ​ ​ 4,799 ​ ​ 28,261 Income before equity method investments ​ ​ 119,779 ​ ​ 83,792 ​ ​ 138,436 Share of equity method investments net (income) loss ​ ​ ( 5,008 ) ​ ​ 11,380 ​ ​ 10,875 Net income ​ $ 124,787 ​ $ 72,412 ​ $ 127,561 Weighted-average shares used in computing basic net income per share ​ 18,753,509 ​ 18,487,319 ​ 19,880,576 Basic net income per share ​ $ 6.65 ​ $ 3.92 ​ $ 6.42 Weighted-average shares used in computing diluted net income per share ​ 19,791,251 ​ 19,991,599 ​ 21,600,478 Diluted net income per share ​ $ 6.31 ​ $ 3.62 ​ $ 5.91 ​ The accompanying notes are an integral part of these Consolidated Financial Statements. ​ ​ ​ ​ ​ 68 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents RH CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Net income ​ $ 124,787 ​ $ 72,412 ​ $ 127,561 Net gain (loss) from foreign currency translation ​ 51,289 ​ ( 13,149 ) ​ 465 Comprehensive income ​ $ 176,076 ​ $ 59,263 ​ $ 128,026 ​ The accompanying notes are an integral part of these Consolidated Financial Statements. ​ ​ ​ ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 69 ​ Table of Contents RH CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ COMMON STOCK ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TREASURY STOCK ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ACCUMULATED RETAINED ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADDITIONAL OTHER EARNINGS ​ ​ ​ ​ ​ ​ TOTAL ​ ​ ​ PAID-IN COMPREHENSIVE (ACCUMULATED ​ STOCKHOLDERS’ ​ ​ SHARES ​ AMOUNT ​ CAPITAL ​ INCOME (LOSS) ​ DEFICIT) ​ SHARES ​ AMOUNT ​ EQUITY (DEFICIT) ​ ​ (in thousands, except share amounts) Balances—January 28, 2023 ​ 22,045,385 $ 2 $ 247,076 $ ( 2,403 ) $ 539,986 — $ — $ 784,661 Stock-based compensation ​ — ​ ​ — ​ ​ 39,384 ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 39,384 Issuance of restricted stock ​ 2,961 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — Vested and delivered restricted stock units ​ 2,815 ​ ​ — ​ ​ ( 400 ) ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 400 ) Exercise of stock options ​ 150,486 ​ ​ — ​ ​ 12,122 ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 12,122 Settlement of convertible senior notes ​ 1,931 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — Repurchase of common stock—including excise tax ​ ( 3,887,965 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 3,887,965 ​ ​ ( 1,261,187 ) ​ ​ ( 1,261,187 ) Retirement of treasury stock ​ — ​ ​ — ​ ​ ( 10,376 ) ​ ​ — ​ ​ ( 1,250,811 ) ​ ( 3,887,965 ) ​ ​ 1,261,187 ​ ​ — Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 127,561 ​ — ​ ​ — ​ ​ 127,561 Net gain from foreign currency translation ​ — ​ ​ — ​ ​ — ​ ​ 465 ​ ​ — ​ — ​ ​ — ​ ​ 465 Balances—February 3, 2024 ​ 18,315,613 $ 2 $ 287,806 $ ( 1,938 ) $ ( 583,264 ) — $ — $ ( 297,394 ) Stock-based compensation ​ — ​ ​ — ​ ​ 44,185 ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 44,185 Issuance of restricted stock ​ 15,829 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — Vested and delivered restricted stock units ​ 2,564 ​ ​ — ​ ​ ( 547 ) ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 547 ) Exercise of stock options ​ 352,989 ​ ​ — ​ ​ 30,904 ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 30,904 Settlement of convertible senior notes ​ 39,121 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 72,412 ​ — ​ ​ — ​ ​ 72,412 Net loss from foreign currency translation ​ — ​ ​ — ​ ​ — ​ ​ ( 13,149 ) ​ ​ — ​ — ​ ​ — ​ ​ ( 13,149 ) Balances—February 1, 2025 ​ 18,726,116 $ 2 $ 362,348 $ ( 15,087 ) $ ( 510,852 ) — $ — $ ( 163,589 ) Stock-based compensation ​ — ​ ​ — ​ ​ 43,882 ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 43,882 Issuance of restricted stock ​ 4,690 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — Vested and delivered restricted stock units ​ 8,572 ​ ​ — ​ ​ ( 158 ) ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 158 ) Exercise of stock options ​ 79,598 ​ ​ — ​ ​ 4,389 ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 4,389 Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 124,787 ​ — ​ ​ — ​ ​ 124,787 Net gain from foreign currency translation ​ — ​ ​ — ​ ​ — ​ ​ 51,289 ​ ​ — ​ — ​ ​ — ​ ​ 51,289 Balances—January 31, 2026 ​ 18,818,976 $ 2 $ 410,461 $ 36,202 $ ( 386,065 ) — $ — $ 60,600 ​ The accompanying notes are an integral part of these Consolidated Financial Statements. ​ ​ ​ ​ ​ 70 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents RH CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 124,787 ​ $ 72,412 ​ $ 127,561 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 148,500 ​ ​ 130,191 ​ ​ 118,989 Non-cash operating lease cost ​ ​ 105,447 ​ ​ 96,406 ​ ​ 86,699 Stock-based compensation expense ​ 43,882 ​ ​ 44,185 ​ ​ 39,384 Asset impairments ​ ​ 4,635 ​ ​ 37,570 ​ ​ 8,339 Non-cash finance lease interest expense ​ ​ 40,093 ​ ​ 31,896 ​ ​ 33,822 Deferred income taxes ​ ​ 25,632 ​ ​ ( 1,494 ) ​ ​ 25,266 Share of equity method investments net (income) loss ​ ​ ( 5,008 ) ​ ​ 11,380 ​ ​ 10,875 Distribution of return on equity method investment ​ ​ 4,630 ​ ​ — ​ ​ — Other non-cash items ​ 8,827 ​ ​ 9,097 ​ ​ 7,362 Change in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 250 ​ ​ ( 8,484 ) ​ ​ 4,690 Merchandise inventories ​ 213,776 ​ ​ ( 268,573 ) ​ ​ 47,274 Prepaid expense and other assets ​ ( 53,860 ) ​ ​ ( 19,392 ) ​ ​ ( 65,658 ) Landlord assets under construction—net of tenant allowances ​ ( 89,028 ) ​ ​ ( 51,538 ) ​ ​ ( 25,368 ) Accounts payable and accrued expenses ​ ( 13,553 ) ​ ​ 46,778 ​ ​ ( 41,070 ) Deferred revenue and customer deposits ​ 41,411 ​ ​ 9,352 ​ ​ ( 42,974 ) Other current liabilities ​ ( 4,953 ) ​ ​ ( 1,798 ) ​ ​ ( 5,937 ) Current and non-current operating lease liabilities ​ ( 105,039 ) ​ ​ ( 90,334 ) ​ ​ ( 95,634 ) Other non-current liabilities ​ ( 38,188 ) ​ ​ ( 30,559 ) ​ ​ ( 31,406 ) Net cash provided by operating activities ​ 452,241 ​ 17,095 ​ 202,214 CASH FLOWS FROM INVESTING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ( 199,843 ) ​ ​ ( 230,788 ) ​ ​ ( 269,356 ) Acquisition of business ​ ​ ( 32,119 ) ​ ​ — ​ ​ — Equity method investments ​ ( 374 ) ​ ​ ( 9,621 ) ​ ​ ( 38,075 ) Acquisition of intangible asset ​ ​ ( 3,102 ) ​ ​ — ​ ​ — Receipt of promissory note repayment from equity method investee ​ ​ 1,750 ​ ​ — ​ ​ — Distribution of return of equity method investment ​ ​ 7,916 ​ ​ — ​ ​ — Proceeds from insurance recoveries ​ ​ 2,079 ​ ​ — ​ ​ — Net cash used in investing activities ​ ( 223,693 ) ​ ( 240,409 ) ​ ( 307,431 ) ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 71 ​ Table of Contents RH CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ Borrowings under asset based credit facility ​ ​ 325,000 ​ ​ 235,000 ​ ​ — Repayments under asset based credit facility ​ ​ ( 505,000 ) ​ ​ ( 35,000 ) ​ ​ — Repayments under term loans ​ ​ ( 25,000 ) ​ ​ ( 25,000 ) ​ ​ ( 25,000 ) Repayments of convertible senior notes ​ ​ — ​ ​ ( 41,904 ) ​ ​ ( 1,696 ) Debt issuance costs ​ ( 3,339 ) ​ ​ — ​ ​ — Principal payments under finance lease agreements—net of tenant allowances ​ ​ ( 13,036 ) ​ ​ ( 20,752 ) ​ ​ ( 13,972 ) Repurchases of common stock—inclusive of excise taxes paid ​ ​ — ​ ​ ( 11,988 ) ​ ​ ( 1,252,899 ) Proceeds from exercise of stock options ​ 4,389 ​ ​ 30,904 ​ ​ 12,122 Other financing activities ​ ​ ( 2,411 ) ​ ​ ( 674 ) ​ ​ ( 1,586 ) Net cash provided by (used in) financing activities ​ ( 219,397 ) ​ 130,586 ​ ( 1,283,031 ) Effects of foreign currency exchange rate translation on cash ​ 1,627 ​ ​ ( 547 ) ​ ​ 173 Net increase (decrease) in cash and cash equivalents ​ 10,778 ​ ( 93,275 ) ​ ( 1,388,075 ) Cash and cash equivalents, restricted cash and restricted cash equivalents ​ ​ ​ ​ ​ ​ Beginning of period—cash and cash equivalents ​ 30,413 ​ 123,688 ​ ​ 1,508,101 Beginning of period—restricted cash ​ — ​ — ​ ​ 3,662 Beginning of period—cash and cash equivalents and restricted cash ​ $ 30,413 ​ $ 123,688 ​ $ 1,511,763 End of period—cash and cash equivalents ​ $ 41,191 ​ $ 30,413 ​ ​ 123,688 Cash paid for interest ​ $ 217,113 ​ $ 219,686 ​ $ 246,210 Cash paid for income taxes (Note 13) ​ ​ 12,795 ​ ​ 21,080 ​ ​ 14,278 Non-cash transactions ​ ​ ​ ​ ​ ​ Property and equipment additions in accounts payable and accrued expenses at period-end ​ $ 19,092 ​ $ 47,748 ​ $ 40,775 Landlord asset additions in accounts payable and accrued expenses at period-end ​ ​ 21,213 ​ ​ 10,030 ​ ​ 3,841 Excise tax from share repurchases in accounts payable and accrued expenses at period-end ​ ​ — ​ ​ — ​ ​ 11,988 The accompanying notes are an integral part of these Consolidated Financial Statements. ​ ​ ​ ​ ​ 72 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents RH NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1—NATURE OF BUSINESS RH, a Delaware corporation, together with its subsidiaries (collectively, “we,” “us,” “our” or the “Company”), is a leading retailer and luxury lifestyle brand operating primarily in the home furnishings market. Our curated and fully integrated assortments are presented consistently across our sales channels, including our retail locations, websites and Sourcebooks. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, and baby, child and teen furnishings. As of January 31, 2026, we operated a total of 74 RH Galleries and 44 RH Outlet stores, one RH Guesthouse, one RH Interior Design Studio and 14 Waterworks Showrooms throughout the United States, Canada and Europe. We also have sourcing operations in Shanghai and Hong Kong. ​ NOTE 2—ORGANIZATION Our company was formed on August 18, 2011 and capitalized on September 2, 2011 as a holding company for the purpose of facilitating an initial public offering of common equity and was at such time a direct subsidiary of Home Holdings, LLC, a Delaware limited liability company (“Home Holdings”). On November 1, 2012, we acquired all of the outstanding shares of capital stock of Restoration Hardware, Inc., a Delaware corporation, and Restoration Hardware, Inc. became our direct, wholly owned subsidiary. Restoration Hardware, Inc. was a direct, wholly owned subsidiary of Home Holdings prior to our initial public offering. On November 7, 2012, we completed our initial public offering. On December 15, 2016, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change our name to “RH,” effective January 1, 2017. NOTE 3—SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include our accounts and those of our wholly owned subsidiaries, as well as the financial information of variable interest entities (“VIEs”) where we represent the primary beneficiary and have the power to direct the activities that most significantly impact the entity’s performance (refer to Note 8— Variable Interest Entities ). Accordingly, all intercompany balances and transactions have been eliminated through the consolidation process. Fiscal Years Our fiscal year ends on the Saturday closest to January 31. As a result, our fiscal year may include 53 weeks. Our fiscal years ended January 31, 2026 (“fiscal 2025”) and February 1, 2025 (“fiscal 2024”) consisted of 52 weeks. Our fiscal year ended February 3, 2024 (“fiscal 2023”) consisted of 53 weeks. Use of Accounting Estimates The preparation of our consolidated financial statements, in conformity with GAAP, requires our senior leadership team to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material to the consolidated financial statements. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of 90 days or less to be cash equivalents. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 73 ​ Table of Contents Concentration of Credit Risk We maintain our cash and cash equivalent accounts in high-quality financial institutions. The amount of cash and cash equivalents held with certain financial institutions exceeds government-insured limits. We perform ongoing evaluations of these institutions to limit our concentration of credit risk. Accounts Receivable Accounts receivable consists primarily of receivables from our credit card processors for sales transactions, receivables related to our Contract business and other miscellaneous receivables. Accounts receivable is presented net of allowance for expected credit losses of $ 2.9 million and $ 4.4 million as of January 31, 2026 and February 1, 2025, respectively. The allowance for expected credit losses is determined by considering a number of factors, including the length of time amounts are past due and the party’s financial condition and ability to pay the obligations. Merchandise Inventories Our merchandise inventories are comprised of finished goods and are carried at the lower of cost or net realizable value, with cost determined on a weighted-average cost method and net realizable value adjusted periodically for current market conditions. Net realizable value requires judgments that may significantly affect the ending inventory valuation, as well as gross margin. We adjust our inventory reserves for net realizable value and obsolescence (including excess and slow-moving inventory) based on current and anticipated demand trends, merchandise aging reports, specific product identification, estimates of future retail sales prices and historical results. In addition, we estimate and accrue for inventory shrinkage throughout the year as a percentage of shipped sales for the direct channels, and as a percentage of cost of goods sold for the outlet business, based on historical shrinkage results and current inventory levels. Actual shrinkage is recorded throughout the year based upon periodic physical inventory counts. Actual inventory shrinkage and obsolescence can vary from estimates due to various factors, including the volume of inventory movement and execution against loss prevention initiatives in our distribution centers, home delivery center locations, off-site storage locations and with our third-party transportation providers. Our inventory reserves were $ 35 million as of both January 31, 2026 and February 1, 2025. Supplier Finance Program We facilitate a voluntary supply chain financing program (the “Financing Program”) with a third-party financial institution (the “Bank”) to provide participating suppliers with the opportunity to receive early payment on invoices, net of a discount charged to the supplier by the Bank. We are not a party to the supplier agreements with the Bank, and the terms of our payment obligations to suppliers are not impacted by a supplier’s participation in the Financing Program. Our responsibility is limited to making payments to the Bank on the terms originally negotiated with our suppliers, which are typically between 30 days and 60 days . There are no assets pledged as security or other forms of guarantees provided under the Financing Program. ​ The Financing Program is not indicative of a borrowing arrangement and the liabilities under the Financing Program are included in accounts payable and accrued expenses on the consolidated balance sheets and associated payments are included within cash provided by operating activities on the consolidated statements of cash flows. ​ Our obligations and activity under the Financing Program consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ ​ 2026 ​ 2025 (1) ​ ​ (in thousands) Outstanding at beginning of fiscal year ​ $ 35,113 ​ $ 27,558 Invoices confirmed ​ ​ 287,263 ​ ​ 430,026 Invoices paid ​ ​ ( 291,488 ) ​ ​ ( 422,471 ) Outstanding at end of fiscal year ​ $ 30,888 ​ $ 35,113 (1) The fiscal 2024 activity has been updated in the fiscal 2025 Form 10-K. The amounts disclosed in the fiscal 2024 Form 10-K for invoices confirmed and invoices paid were ($ 415 ) million and $ 422 million, respectively. There is no change to the outstanding invoices at the beginning or end of fiscal 2024 from the amounts disclosed in the fiscal 2024 Form 10-K. ​ ​ ​ 74 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents Product Recalls When necessary, we initiate product recalls for certain of our products, as well as adjust accruals related to certain product recalls previously initiated due to changes in estimates based on customer response and vendors and insurance recoveries. The product recall accrual was $ 1.3 million and $ 0.7 million as of January 31, 2026 and February 1, 2025, respectively, and is included in other current liabilities on the consolidated balance sheets. Advertising Expenses Advertising expenses primarily represent the costs associated with our catalog mailings, which we refer to as Sourcebooks, as well as website and print advertising. Total advertising expense, which is recorded in selling, general and administrative expenses on the consolidated statements of income, was $ 106 million, $ 122 million and $ 107 million in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. Our advertising expenses may vary due to the timing and volume of our Sourcebook circulation. Capitalized Catalog Costs Capitalized catalog costs consist primarily of third-party incremental direct costs to prepare, print and distribute our Sourcebooks, which are capitalized and recognized as expense upon the delivery of the Sourcebooks to customers. In the case of multiple printings of a Sourcebook, the creative costs are expensed in full upon the initial delivery of Sourcebooks to customers. We had $ 23 million and $ 30 million of capitalized catalog costs as of January 31, 2026 and February 1, 2025, respectively, which are included in prepaid expense and other current assets on the consolidated balance sheets. Website and Print Advertising Website and print advertising expenses, which include e-commerce advertising, web creative content and direct marketing activities, such as print media, radio and other media advertising, are expensed as incurred or upon the release of the content or the initial advertisement. Property and Equipment Property and equipment is recorded at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method, generally using the following useful lives: ​ ​ ​ ​ CATEGORY OF PROPERTY AND EQUIPMENT ​ USEFUL LIFE Building and building improvements ​ 40 to 55 years Machinery, equipment and aircraft 3 to 10 years Furniture, fixtures and equipment 3 to 7 years Computer software 3 to 10 years ​ The cost of leasehold improvements is amortized over the lesser of the useful life of the asset or the reasonably certain lease term . The cost of built-to-suit assets are depreciated over the term of the useful life of the asset. We expense all internal-use software and website development costs incurred in the preliminary project stage and capitalize certain direct costs associated with the development and purchase of internal-use software or website development costs, including external costs of materials and services and internal payroll costs related to the software project, as “computer software” within property and equipment. Interest is capitalized on construction in progress and software projects during the period in which expenditures have been made and activities are in progress to prepare the asset for its intended use. We capitalized interest of $ 3.8 million, $ 8.7 million and $ 5.6 million in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. Land purchases are recorded at cost and are non-depreciable assets. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 75 ​ Table of Contents Cloud Computing Costs We incur costs to implement cloud computing arrangements that are hosted by third parties. Cloud computing costs are presented net of accumulated amortization of $ 43 million and $ 30 million as of January 31, 2026 and February 1, 2025, respectively. Such costs are capitalized during the application development phase and are included in prepaid expense and other current assets or other non-current assets on the consolidated balance sheets. Once a project is substantially complete and ready for its intended use, we amortize the costs on a straight-line basis over the contractual term of the cloud computing arrangement, which is typically one to seven years . Lease Accounting We lease nearly all of our retail and outlet locations, corporate headquarters, distribution centers and home delivery center locations, as well as other storage and office space. The initial terms of our real estate leases generally range from ten to fifteen years , and certain leases contain renewal options for up to an additional twenty-five years , the exercise of which is at our sole discretion. We also lease certain equipment with terms generally ranging from two to seven years . Our lease agreements generally do not contain any material residual value guarantees or material restrictions or covenants. We account for lease and non-lease components as a single lease component for real estate leases, and for all other asset classes we account for the components separately. We determine the lease classification and begin to recognize lease costs upon lease commencement when we have access to, or control of, the asset, which generally occurs for our newly-constructed Design Galleries upon Gallery opening and upon possession for all other locations. We sublease certain real estate locations to third parties under operating leases and recognize rental income received on a straight-line basis over the lease term, which is recorded as an offset to selling, general and administrative expenses on the consolidated statements of income. Lease arrangements may require the landlord to provide tenant allowances directly to us. Standard tenant allowances received from landlords are recorded as cash and cash equivalents with an offset recorded in lease right-of-use assets on the consolidated balance sheets. Tenant allowances that are reasonably certain to be received under finance leases subsequent to lease commencement are reflected as a reduction of both the lease liabilities and right-of-use assets on the consolidated balance sheets at the commencement date. In the case of leases with associated construction, tenant allowances are generally provided for us to design and build the leased asset. Tenant allowances received from landlords during the construction phase of a leased asset and prior to lease commencement are recorded as cash and cash equivalents with an offset recorded in other non-current assets (to the extent we have incurred related capital expenditure for construction costs) or in other current liabilities (to the extent that payments are received prior to capital construction expenditures by us) on the consolidated balance sheets. After the leased asset is constructed and the lease commences, we reclassify the tenant allowance from other non-current assets or other current liabilities to lease right-of-use assets on the consolidated balance sheets, and such allowances are amortized over the reasonably certain lease term. Determination of the Classification of New Real Estate Lease Contracts Certain of our real estate and equipment leases are classified as finance leases. Lease characteristics that we evaluate to determine lease classification include, but are not limited to, the reasonably certain lease term, incremental borrowing rate of the leased asset and fair value of the leased asset. Additionally, the economic life of the leased asset impacts the lease classification, particularly related to historical buildings that tend to have longer lives. Lease related assets under such classification are included in “finance lease right-of-use assets” within property and equipment—net on the consolidated balance sheets. Leases that do not meet the definition of a finance lease are considered operating leases. Lease related assets classified as operating leases are included in operating lease right-of-use assets on the consolidated balance sheets. Reasonably Certain Lease Term In recognizing the lease right-of-use assets and lease liabilities, we utilize the lease term for which we are reasonably certain to use the underlying asset, including consideration of options to extend or terminate the lease. At lease commencement, we evaluate whether we are reasonably certain to exercise available options based on consideration of a variety of economic factors and the circumstances related to the leased asset. Factors considered include, but are not limited to, (i) the contractual terms, including renewal periods compared to estimated market rates, (ii) the uniqueness or importance of the asset or its location, (iii) the potential costs of obtaining an alternative asset, (iv) the potential costs of relocating or ceasing use of the asset, including the consideration of leasehold improvements and other invested capital, and (v) any potential tax consequences. ​ ​ ​ 76 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents The determination of the reasonably certain lease term affects the inclusion of rental payments utilized in the incremental borrowing rate calculations, the results of the lease classification test, and consideration of certain assets held for sale or planned for sale-leaseback. The reasonably certain lease term may materially affect our financial position related to certain Design Galleries or significant distribution center facilities, which typically have greater lease payments. Although the above factors are considered in our analysis, the assessment involves subjectivity considering our strategy, expected future events and market conditions. While we believe our estimates and judgments in determining the lease term are reasonable, future events may occur which may require us to reassess such estimates and judgments. Leases, or lease extensions, with a term of twelve months or less are not recorded on the consolidated balance sheets, and we recognize lease expense as incurred over the lease term. Lease Payments The majority of our real estate lease agreements include minimum rent payments that are subject to stated lease escalations over the lease term and eligible renewal periods. These stated fixed payments, through the reasonably certain lease term, are included in our measurement of the lease right-of-use assets and lease liabilities upon lease commencement. Certain of our lease agreements include rental payments based on a percentage of retail sales over contractual levels. Additionally, certain lease agreements include rental payments based solely on a percentage of retail sales. Due to the variable and unpredictable nature of such payments, we do not recognize a lease right-of-use asset and lease liability related to such payments. These estimated variable rental payments that are contingent based on a percentage of retail sales are included in accounts payable and accrued expenses on the consolidated balance sheets in the period they are incurred and until such payments are made, and the related lease cost is included in cost of goods sold on the consolidated statements of income. In addition, many of our real estate leases require landlord reimbursement for costs such as common area maintenance, real estate taxes and insurance. Such costs are typically subject to an annual reconciliation process and are included as variable lease payments in cost of goods sold and selling, general and administrative expenses on the consolidated statements of income based on our accounting policy. We have a small group of real estate leases that include rental payments periodically adjusted for inflation (e.g., based on the consumer price index or similar indices). We include these variable payments in the initial measurement of the lease right-of-use asset and lease liability according to the index or rate at the commencement date and incorporate adjustments to rental payments in future periods if such increases have a minimum rent escalation (e.g., floor). Changes due to differences between the variable lease payments estimated at lease commencement and actual amounts incurred are recognized in the consolidated statements of income in the period such costs are incurred. For finance leases, this expense is included in interest expense—net on the consolidated statements of income. For operating leases, this expense is included in cost of goods sold or selling, general and administrative expenses on the consolidated statements of income based on our accounting policy. Incremental Borrowing Rate As our real estate leases and most of our equipment leases do not include a stated or implicit interest rate, we determine the discount rate for each lease based upon the incremental borrowing rate (“IBR”) in order to calculate the present value of lease payments at the commencement date. The IBR is computed as the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the total lease payments in a similar economic environment. We utilize our outstanding debt facilities, including our asset based credit facility or our Term Loan Credit Agreement, as the basis for determining the applicable IBR for each lease. We estimate the IBR for each lease primarily by reference to yield rates on debt issuances by companies of a similar credit rating, the weighted-average lease term and adjustments for differences between the yield rates and the remaining actual term of the credit facility or Term Loan Credit Agreement. In determining the yield rates, for newly constructed Design Galleries or significant distribution centers, we utilize market information on the lease commencement date and, for all other leases, we utilize market information as of the beginning of the quarter in which the lease commences. Fair Value We determine the fair value of the underlying asset, considering lease components such as land and building, for purposes of determining the lease classification and allocating our contractual rental payments to the lease components. The fair value of the underlying asset and lease components also impacts the evaluation and accounting for assets held for sale and sale-leaseback transactions. The fair value assessments may materially affect our financial position related to certain Design Galleries and significant distribution center facilities. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 77 ​ Table of Contents The determination of fair value requires subjectivity and estimates, including the use of multiple valuation techniques and uncertain inputs, such as market price per square foot and assumed capitalization rates or the replacement cost of the assets, where applicable. Where real estate valuation expertise is required, we obtain independent third-party appraisals to determine the fair value of the underlying asset and lease components. Construction Related Activities We are often involved in the construction of leased stores for our new Design Galleries. Upon construction commencement, we evaluate whether or not we, as lessee, control the asset being constructed and, depending on the extent to which we are involved, we may be the “deemed owner” of the leased asset for accounting purposes during the construction period under a build-to-suit arrangement. If we are the “deemed owner” for accounting purposes during the construction period, upon construction commencement we are required to capitalize (i) costs incurred by us and (ii) the cash and non-cash assets contributed by the landlord for construction as “build-to-suit property” within property and equipment on our consolidated balance sheets, with an offset to financing obligation under build-to-suit lease transactions on our consolidated balance sheets. The contributions by the landlord toward construction, including the building, existing site improvements at construction commencement and any amounts paid by the landlord for construction, are included within the non-cash section of the consolidated statements of cash flows. Over the lease term, these non-cash additions to property and equipment do not affect our cash outflows, nor do they impact net income on the consolidated statements of income. Upon completion of the construction project where we are the deemed owner, we perform a sale-leaseback analysis to determine if we can derecognize the build-to-suit asset and corresponding financing obligation. If the asset and liability cannot be derecognized, we account for the agreement as a debt-like financing arrangement. If we are not the “deemed owner” for accounting purposes during the construction period, such lease is classified as either an operating or finance lease upon lease commencement. During the construction period and prior to lease commencement, any capital amounts contributed by us toward the construction of the leased asset (excluding normal leasehold improvements, which are recorded within property and equipment—net) are recorded as “Landlord assets under construction” within other non-current assets on the consolidated balance sheets. Upon completion of the construction project, and upon lease commencement, we reclassify amounts of the construction project determined to be the landlord asset to lease right-of-use assets on the consolidated balance sheets based on the lease classification determined at lease commencement. Sale-Leaseback Activities We occasionally enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell the property to a third-party and agree to lease the property back for a certain period of time. To determine whether the transfer of the property should be accounted for as a sale, we evaluate whether we have transferred control to the third-party in accordance with the guidance set forth in Accounting Standards Codification (“ASC”) 606 — Revenue Recognition . If the transfer of the asset is a sale at market terms, we recognize the transaction price for the sale based on the cash proceeds received, derecognize the carrying amount of the underlying asset and recognize a gain or loss in the consolidated statements of income for any difference between the carrying value of the asset and the transaction price. We then account for the leaseback in accordance with our lease accounting policy. If the transfer of the asset is determined not to be a sale, we account for the transaction as a debt-like financing arrangement. We continue to present the asset within property and equipment—net on the consolidated balance sheets and recognize a non-current obligation on the consolidated balance sheets for the transaction price, with the financial liability measured in accordance with other applicable GAAP. Intangible Assets Intangible assets reflect the value assigned to tradenames, trademarks, domain names and other intangible assets, including patents. The cost of purchasing transferable liquor licenses in jurisdictions with a limited number of authorized liquor licenses is capitalized as an intangible asset. We do not amortize our intangible assets, other than patents, as we define the life of these assets as indefinite. Patents are amortized on a straight-line basis over the estimated useful life of the patent, which generally is fifteen years . Intangible assets are reported net of $ 0.2 million and $ 0.1 million of amortization as of January 31, 2026 and February 1, 2025, respectively. ​ ​ ​ 78 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents Impairment Goodwill Goodwill is initially recorded as of the acquisition date, is measured as any excess of the purchase price over the estimated fair value of the identifiable net assets acquired and is assigned to the applicable reporting unit. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed. As of January 31, 2026 and February 1, 2025, goodwill relates to the RH Segment only. Goodwill is not amortized, but rather is subject to impairment testing at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset; general economic conditions, such as increasing Treasury rates or unexpected changes in gross domestic product growth; a change in our market share; budget-to-actual performance and consistency of operating margins and capital expenditures; a product recall or an adverse action or assessment by a regulator; or changes in management or key personnel. We perform our annual goodwill impairment testing in the fourth fiscal quarter. We first perform a qualitative assessment to evaluate goodwill for potential impairment by evaluating events and circumstances relevant to the reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, based on that assessment, it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative impairment test is necessary to determine the fair value of the reporting unit. We will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit. During fiscal 2025, fiscal 2024 and fiscal 2023, we reviewed the RH Segment reporting unit goodwill for impairment by assessing qualitative factors to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying amount. Based on the qualitative tests performed in each fiscal year, we determined that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount in any fiscal year, and therefore did not perform a quantitative test or recognize goodwill impairment. Tradenames, Trademarks and Other Intangible Assets We annually evaluate whether tradenames, trademarks and other intangible assets continue to have an indefinite life, except for patents, which typically have a useful life between ten to twenty years . Intangible assets are reviewed for impairment annually in the fourth fiscal quarter and may be reviewed more frequently if indicators of impairment are present. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, a product recall or an adverse action or assessment by a regulator. We qualitatively assess indefinite-lived intangible assets to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. If tradenames, trademarks and other intangible assets are not qualitatively assessed or if such intangible assets are qualitatively assessed and it is determined it is more likely than not that the asset’s fair value is less than its carrying amount, an impairment review is performed by comparing the carrying value to the estimated fair value, determined using a discounted cash flow methodology, which requires judgments that may significantly affect the ending asset valuation. Factors used in the valuation of intangible assets with indefinite lives include, but are not limited to, our plans for future operations, brand initiatives, recent results of operations and projected future cash flows. In the event we quantitatively assess a reporting unit’s indefinite-lived intangible assets for impairment, we perform an impairment test which utilizes the discounted cash flow methodology under the relief-from-royalty method. Under the relief-from-royalty method, significant assumptions include the forecasted future revenues and the estimated royalty rate, expressed as a percentage of revenues. During fiscal 2025, fiscal 2024 and fiscal 2023, we qualitatively assessed our intangible assets, including the RH Segment indefinite-lived intangible assets and the Waterworks tradename, for impairment and determined it was not more likely than not that the fair value of the assets was less than their carrying amount. Based on the qualitative tests performed in each fiscal year, we did not perform quantitative impairment tests in any year and did not recognize any impairment with respect to the assets. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 79 ​ Table of Contents Long-Lived Assets Long-lived assets, such as property and equipment and lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, change in intended use of an asset, a product recall or an adverse action or assessment by a regulator. If the sum of the estimated undiscounted future cash flows over the remaining life of the primary asset is less than the carrying value, we recognize a loss equal to the difference between the carrying value and the fair value, usually determined by the estimated discounted cash flow analysis of the asset or asset group. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our Galleries and Showrooms is generally the individual retail location level. Since there is typically no active market for our long-lived assets, we estimate fair values based on the expected future cash flows of the asset or asset group, using a discount rate commensurate with the related risk. The estimate of fair value requires judgments that may significantly affect the ending asset valuation. Future cash flows are estimated considering the highest and best use of the assets, which may be based on a number of factors, including location level historical results, current trends, operating cash flow projections or market-based rental rates. Our estimates are subject to uncertainty and may be affected by a number of factors outside our control, including general economic conditions and the competitive environment. While we believe our estimates and judgments about future cash flows are reasonable, future impairment charges may be required if the expected cash flow estimates, as projected, do not occur or if events change requiring us to revise our estimates. During fiscal 2024, we assessed two Design Galleries in Germany for impairment. We first assessed the recoverability of the assets based on an undiscounted cash flow model. Since the assets were not recoverable on an undiscounted cash flow basis, we determined the long-lived asset impairment as the amount by which the carrying value of the assets exceeded the related fair value over the respective remaining lease terms, both of which end in 2027. As a result of this analysis, during fiscal 2024 we recognized long-lived asset impairment charges of $ 19 million, comprising lease right-of-use asset impairment of $ 13 million and property and equipment impairment of $ 5.6 million, which is included in selling, general and administrative expenses on the consolidated statements of income. Except as noted above, we did not record impairments for long-lived assets at the individual retail location level in fiscal 2025, fiscal 2024 or fiscal 2023. We also review our capital expenditures for Galleries under construction and recognize impairment charges when there is a change in the intended use of an asset, including asset disposals. We recognized long-lived asset impairment charges related to such construction expenditures of $ 2.1 million, $ 18 million and $ 4.7 million in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. From time to time, we record impairment for certain corporate assets and other long-lived assets resulting from changes to the expected use of the assets and an update to both the timing and the amount of future estimated lease related cash flows based on present market conditions. Such impairment charges are included in s elling, general and administrative expenses on the consolidated statements of income. We did not record impairment charges of corporate assets or other long-lived assets in fiscal 2025, fiscal 2024 or fiscal 2023. Variable Interest Entities (VIE) Our consolidated financial statements include the results of operations and the financial position of subsidiaries in which we have a controlling financial interest as if the consolidated group were a single economic entity. When we have a variable interest in another legal entity, we evaluate whether that legal entity is within the scope of the VIE model and, if so, whether we are the primary beneficiary of the VIE. We evaluate a legal entity for consolidation under the VIE model if no scope exceptions apply and, by design, the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support or, as a group, the holders of the equity investment at risk lack any of the characteristics of a controlling financial interest. We consolidate a VIE if our involvement indicates that we are the primary beneficiary. We are the primary beneficiary of a VIE if we have both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The determination of the power to direct the activities that most significantly impact economic performance requires judgement and is impacted by numerous factors, including the purpose of the VIE, rights and obligations of the variable interest holders, mechanisms for the resolution of disputes among the variable interest holders and other agreements with the legal entity and its variable interest holders. ​ ​ ​ 80 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents We account for investments in VIEs that are limited liability companies where we are not the primary beneficiary using the equity method of accounting. We evaluate our relationships with our VIEs on an ongoing basis to determine whether we continue to be the primary beneficiary of our consolidated VIEs, or whether we have become the primary beneficiary of the VIEs we do not consolidate. Consolidated Variable Interest Entities and Noncontrolling Interests We consolidate the results of operations, financial condition and cash flows of real estate development limited liability companies (a “Member LLC”) in our consolidated financial statements when we are the primary beneficiary of the VIE. We account for each acquisition of our controlling interest in a Member LLC as an asset acquisition since substantially all of the fair value of the net assets of each VIE is concentrated in its real estate assets. The operating agreements of each Member LLC specify distributions from operations and upon certain events or liquidation that may be disproportionate to the members’ relative ownership percentages. Distributions are made to the members in proportion to, and in repayment of, various categories of capital contributions and certain preferred returns, after which distributions are made to the members in proportion to their membership interests. To reflect the substance of these arrangements, we measure attributions to noncontrolling interests in the consolidated variable interest entities using the distribution provisions set out in the operating agreements for each Member LLC. This is a balance sheet oriented approach that calculates changes in the noncontrolling interest holders’ claim to the net assets of each Member LLC from period to period to determine the income or loss attributable to noncontrolling interests, which are recognized in the consolidated statements of income. In certain instances, we are required to recognize non-cash compensation expense related to equity interests given to the noncontrolling interest holder of consolidated VIEs. There are no explicit or implicit vesting conditions associated with these deemed compensation arrangements. Equity-classified compensation arrangements are measured upon the noncontrolling interest holders being admitted as a member of the VIEs, and liability-classified compensation arrangements are measured at the end of each reporting period. The fair-value-based measure of the equity interests is determined using a Black-Scholes option pricing model that requires the input of subjective assumptions regarding the future cash flows of the VIE, including consideration of future expected debt financing and the expected volatility of the equity interests. We determined these assumptions based on entity specific considerations of (i) the primary expected future cash flows of property rents and expected debt and debt service payments, (ii) discount rates appropriate for the economic environment and anticipated future interest rates and (iii) expected volatility based on historical observed stock prices of publicly traded peer companies, including those involved in real estate development. We had liability-classified compensation arrangements of approximately $ 1.0 million as of both January 31, 2026 and February 1, 2025, which are included in other non-current liabilities on the consolidated balance sheets. Equity Method Investments For certain of our investments in VIEs where we are not the managing member and do not have the ability to liquidate the VIE or otherwise remove the managing member, we do not have the power to direct the most significant activities of the VIE and therefore are not the primary beneficiary. We account for such investments using the equity method of accounting. Our investments are presented as equity method investments on the consolidated balance sheets and our proportionate share of earnings or losses of the equity method investments are included in share of equity method investments net (income) loss on the consolidated statements of income. We do not elect the fair value option and the equity method investments are initially measured at cost. As of our initial investment date, we determine the fair value of the underlying assets and liabilities held by our equity method investments for purposes of determining whether or not we have basis differences arising in connection with our investment. The determination of fair value of the underlying real estate assets requires subjectivity and estimates, including the use of various valuation techniques and Level 3 inputs, such as market price per square foot and assumed capitalization rates or the replacement cost of the assets, where applicable. If specialized expertise is required we obtain independent third-party appraisals to determine the fair value of the underlying assets and liabilities. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 81 ​ Table of Contents The operating agreements for each equity method investment specify distributions from operations and upon liquidation that may be disproportionate to the members’ relative ownership percentages. Distributions are made to the members in proportion to, and in repayment of, various categories of capital contributions plus certain preferred returns, after which distributions are made to the members in proportion to their membership interests. To reflect the substance of these arrangements, we measure our proportionate share of the earnings or losses of each equity method investment using the hypothetical liquidation at book value (“HLBV”) method, which is a balance sheet oriented approach to determine our share of earnings or losses that reflects changes in our claims to the net assets of each equity method investment. Due to the presence of basis differences and liquidation preferences, we use the recast financial statements approach in applying the HLBV method whereby we recast the financial statements of each entity to reflect our perspective or basis (thus eliminating the basis differences) when determining our share of the earnings or losses. Our proportionate share of earnings or losses of the equity method investments follow the entities’ distribution priorities, which may change upon the achievement of certain investment return thresholds. Our equity method investment balance is subsequently adjusted for our share of earnings and losses, cash contributions and distributions. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge when the loss in value is deemed other than temporary. We did no t recognize any impairment in fiscal 2025, fiscal 2024 or fiscal 2023. Deferred Financing Fees and Debt Issuance Costs Deferred financing fees related to the asset based credit facility are included in other non-current assets on the consolidated balance sheets and are amortized utilizing the straight-line method. Debt issuance costs are recorded as a contra-liability and are presented net against the respective debt balance on the consolidated balance sheets and are amortized utilizing the effective interest method over the expected life of the respective debt. Amortization of deferred financing fees and debt issuance costs are included in interest expense—net on the consolidated statements of income. Revenue Recognition We recognize revenue and the related cost of goods sold when a customer obtains control of the merchandise, which is when the customer has the ability to direct the use of and obtain the benefits from the merchandise. Revenue recognized for merchandise delivered via the home delivery channel is recognized upon delivery. Revenue recognized for merchandise delivered via all other delivery channels is recognized upon shipment. Revenue from “cash-and-carry” store sales are recognized at the point of sale. Discounts or other accommodations provided to customers are accounted for as a reduction of net revenues on the consolidated statements of income. We recognize shipping and handling fees as activities to fulfill the promise to transfer the merchandise to customers. We apply this policy consistently across all of our distribution channels. The related costs of shipping and handling activities are accrued for in the same period as revenue is recognized. Costs of shipping and handling are included in cost of goods sold on the consolidated statements of income. Sales tax, value added tax (VAT) or other equivalent tax collected is not recognized as revenue but is included in accounts payable and accrued expenses on the consolidated balance sheets as it is ultimately remitted to governmental authorities. Our customers may return purchased items for a refund in accordance with our policies. Projected merchandise returns, which are often resalable merchandise, are reserved on a gross basis based on historical return rates. The allowance for sales returns is presented within other current liabilities and the estimated value of the right of return asset for merchandise is presented within prepaid expense and other assets on the consolidated balance sheets. Merchandise exchanges of the same product and price are not considered merchandise returns and, therefore, are excluded when determining the allowance for sales returns. ​ ​ ​ 82 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents The allowance for sales returns was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ JANUARY 31, FEBRUARY 1, FEBRUARY 3, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Balance at beginning of fiscal year ​ $ 23,512 ​ $ 19,588 ​ $ 20,747 Provision for sales returns ​ 155,200 ​ 142,961 ​ 148,237 Actual sales returns ​ ( 153,891 ) ​ ( 139,037 ) ​ ( 149,396 ) Balance at end of fiscal year ​ $ 24,821 ​ $ 23,512 ​ $ 19,588 ​ Deferred Revenue and Customer Deposits We defer revenue associated with merchandise delivered via the home delivery channel, which is included as deferred revenue and customer deposits on the consolidated balance sheets while in-transit. Deferred revenue also includes the unrecognized portion of the annual RH Members Program fee. New membership fees are recorded as deferred revenue when collected from customers and recognized as revenue based on expected product revenues over the annual membership period, based on historical trends of sales to members. Membership renewal fees are recorded as deferred revenue when collected from customers and are recognized as revenue on a straight-line basis over the membership period, or one year . Customer deposits represent payments made by customers on custom orders. At the time of order placement, we collect deposits for all custom orders equivalent to 50 % of the purchase price. Custom order deposits are recognized as revenue when the customer obtains control of the merchandise. We expect that substantially all of the deferred revenue and customer deposits as of January 31, 2026 will be recognized within the next six months as the performance obligations are satisfied, and membership fees will be recognized over the membership period. Gift Cards We sell gift cards to our customers in our Galleries and through our websites and Sourcebooks. Such gift cards and merchandise credits do not have expiration dates. We defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards. During fiscal 2025, fiscal 2024 and fiscal 2023, we recognized $ 22 million, $ 20 million and $ 24 million, respectively, of revenue related to previous deferrals of gift cards. Customer liabilities related to gift cards were $ 18 million and $ 20 million as of January 31, 2026 and February 1, 2025, respectively. We recognize breakage income associated with gift cards proportional to actual gift card redemptions in net revenues on the consolidated statements of income. We expect that approximately 75 percent of the remaining gift card liabilities will be recognized when the gift cards are redeemed by customers. Self-Insurance We maintain insurance coverage for significant exposures as well as those risks that, by law, must be insured. In the case of our health care coverage for our employees, we have a managed self-insurance program related to claims filed. Expenses related to this self-insured program are computed on an actuarial basis, based on claims experience, regulatory requirements, an estimate of claims incurred but not yet reported (“IBNR”) and other relevant factors. The projections involved in this process are subject to uncertainty related to the timing and amount of claims filed, levels of IBNR, fluctuations in health care costs and changes to regulatory requirements. We had liabilities of $ 3.7 million and $ 4.7 million related to health care coverage as of January 31, 2026 and February 1, 2025, respectively. We carry workers’ compensation insurance subject to a deductible amount for which we are responsible for each claim. We had liabilities of $ 6.6 million and $ 6.1 million related to workers’ compensation claims, primarily for claims that do not meet the per-incident deductible, as of January 31, 2026 and February 1, 2025, respectively. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 83 ​ Table of Contents Stock-Based Compensation We recognize the fair value of stock-based awards as compensation expense over the requisite service period within selling, general and administrative expenses on the consolidated statements of income. For service-only awards, compensation expense is recognized on a straight-line basis, net of forfeitures, over the requisite service period for the fair value of awards that actually vest. Fair value for restricted stock units is valued using the closing price of our stock on the date of grant. The fair value of each option award granted under our award plan is estimated on the date of grant using a Black-Scholes Merton option pricing model (“OPM”), which requires the input of assumptions regarding the expected term, expected volatility, dividend yield and risk-free interest rate. We elected to calculate the expected term of the option awards using the “simplified method.” This election was made based on the lack of sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. Under the “simplified” calculation method, the expected term is calculated as an average of the vesting period and the contractual life of the options. We calculate expected volatility using a blended approach based on equal weighting of historical volatility and implied volatility. For awards with performance-based criteria, compensation expense is recognized on an accelerated basis over the requisite service period. The fair value of each performance-based option award granted is estimated on the date of grant using a Monte Carlo simulation option pricing model that requires the input of subjective assumptions regarding the future exercise behavior, expected volatility and a discount for illiquidity. We determined these assumptions based on consideration of (i) future exercise behavior based on the historical observed exercise pattern of the award recipient, (ii) expected volatility based on our historical observed common stock prices measured over the full trading history of our common stock and implied volatility based on 180-day average trading prices of our common stock and (iii) a discount for illiquidity estimated using the Finnerty method. Cost of Goods Sold Cost of goods sold includes the direct cost of purchased merchandise; inventory shrinkage, inventory reserves and write-downs and lower of cost or net realizable value reserves; inbound freight; all freight costs to get merchandise to our retail locations and outlets; design, buying and allocation costs; occupancy costs related to retail and outlet operations and our supply chain, such as rent and common area maintenance for our leases; depreciation and amortization of leasehold improvements, equipment and other assets in our retail locations, outlets and distribution centers. In addition, cost of goods sold includes all logistics costs associated with shipping product to our customers. Selling, General and Administrative Expenses Selling, general and administrative expenses include all operating costs not included in cost of goods sold. These expenses include payroll and payroll-related expenses, retail-related expenses other than occupancy, and expenses related to the operations at our corporate headquarters, including rent, utilities, depreciation and amortization, credit card fees and marketing expense, which primarily includes Sourcebook production, mailing and print advertising costs. All retail pre-opening costs are included in selling, general and administrative expenses and are expensed as incurred. Interest Expense Interest expense primarily relates to interest incurred on our term loans, asset based credit facility and finance lease arrangements. Refer to Note 11— Credit Facilities and Convertible Senior Notes and Note 10— Leases. Interest income primarily represents interest received related to our cash and cash equivalent balances. Interest expense—net consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Interest expense ​ $ 228,177 ​ $ 234,502 ​ $ 237,899 Interest income ​ ( 2,799 ) ​ ​ ( 3,901 ) ​ ​ ( 39,603 ) Interest expense—net $ 225,378 $ 230,601 $ 198,296 ​ ​ ​ ​ 84 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents Net Income Per Share Basic net income per share is computed as net income divided by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed as net income divided by the weighted-average number of common shares outstanding for the period, including additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the if-converted method for convertible senior notes prior to extinguishment and the treasury stock method for all other instruments. Potential dilutive securities are excluded from the computation of diluted net income per share if their effect is anti-dilutive. Treasury Stock We record our purchases of treasury stock at cost as a separate component of stockholders’ equity (deficit) in the consolidated financial statements. Upon retirement of treasury stock, we allocate the excess of the purchase price over par value to additional paid-in capital subject to certain limitations with any remaining purchase price allocated to retained earnings (accumulated deficit) . The cost basis of treasury stock includes excise tax on share repurchases initiated and any outstanding balance of excise tax is included in accounts payable and accrued expenses on the consolidated balance sheets. Income Taxes We account for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. In estimating future tax consequences, we generally take into account all expected future events then known to it, other than changes in the tax law or rates which have not yet been enacted and which are not permitted to be considered. Accordingly, we may record a valuation allowance to reduce our net deferred tax assets to the amount that is more likely than not to be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based upon our best estimate of the recoverability of our net deferred tax assets. Future taxable income and ongoing prudent and feasible tax planning are considered in determining the amount of the valuation allowance, and the amount of the allowance is subject to adjustment in the future. Specifically, in the event we were to determine that it is not more likely than not that we are able to realize our net deferred tax assets in the future, an adjustment to the valuation allowance would decrease income in the period such determination is made. This allowance does not alter our ability to utilize the underlying tax net operating loss and credit carryforwards in the future, the utilization of which is limited to achieving future taxable income. The accounting standard for uncertainty in income taxes prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Differences between tax positions taken in a tax return and amounts recognized in the financial statements generally result in an increase in liability for income taxes payable or a reduction of an income tax refund receivable, or a reduction in a deferred tax asset or an increase in a deferred tax liability, or both. We recognize interest and penalties related to unrecognized tax benefits in income tax expense on the consolidated statements of income. Foreign Currency Matters The functional currency of our foreign subsidiaries is generally the local currency of the country in which the subsidiary operates. Assets and liabilities of the foreign subsidiaries denominated in non-U.S. dollar currencies are translated at the rate of exchange prevailing on the date of the consolidated balance sheets, and revenues and expenses are translated at average rates of exchange for the period. The related translation gains and losses are reflected in the accumulated other comprehensive income (loss) on the consolidated statements of stockholders’ equity (deficit), and net gain (loss) from foreign currency translation , which includes intercompany gains and losses, is presented net of tax on the consolidated statements of comprehensive income. Transaction gains and losses resulting from intercompany balances of a long-term investment nature are classified as accumulated other comprehensive income (loss) on the consolidated balance sheets. Foreign currency gains and losses resulting from foreign currency transactions denominated in a currency other than the subsidiary’s functional currency are included in other (income) expense—net on the consolidated statements of income. Such foreign exchange gains and losses are due to the net impact of changes in foreign exchange rates as compared to the U.S. dollar from our third-party transactions denominated in foreign currencies, and intercompany loans held in U.S. dollars by our international subsidiaries other than those of a long-term investment nature, where repayment is not planned or anticipated in the foreseeable future. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 85 ​ Table of Contents Recently Issued Accounting Standards New Accounting Standards or Updates Adopted Joint Venture Formations: Recognition and Initial Measurement In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05—Business Combinations—Joint Venture Formations (Subtopic 805-60) : Recognition and Initial Measurement (“ASU 2023-05”). ASU 2023-05 applies to the formation of a “joint venture” or a “corporate joint venture” and requires a joint venture to initially measure all contributions received upon its formation at fair value. The guidance does not impact accounting by the venturers. We adopted this new guidance in the first quarter of fiscal 2025 on a prospective basis. While ASU 2023-05 is not currently applicable to us because our existing arrangements in variable interest entities do not meet the definition of joint ventures in the updated standard, we will apply this guidance to any future arrangements we enter into that meet the definition of a joint venture. ​ Income Taxes: Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09—Improvements to Income Tax Disclosures . This new guidance is designed to enhance the transparency and decision usefulness of income tax disclosures. The amendments of this update are related to the rate reconciliation and income taxes paid, requiring consistent categories and greater disaggregation of information in the rate reconciliation as well as income taxes paid disaggregated by jurisdiction. We adopted this ASU in the fourth quarter of fiscal 2025 on a prospective basis. Refer to Note 13 —Income Taxes. ​ New Accounting Standards or Updates Not Yet Adopted Income Statement: Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) . This new guidance is designed to improve financial reporting by requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods, including amounts and qualitative descriptions of inventory purchases, employee compensation, depreciation and intangible asset amortization, among other requirements. 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 clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The guidance is required to be adopted on a prospective basis and early adoption is permitted. We are currently assessing the impact that adopting this ASU will have on our consolidated financial statements. ​ Financial Instruments: Measurement of Credit Losses for Accounts Receivable and Contract Assets In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). This new guidance provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025. We are currently assessing the impact that adopting this ASU will have on our consolidated financial statements. ​ Intangibles—Goodwill and Other—Internal-Use Software: Improvements to Accounting for Internal-Use Software 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 (“ASU 2025-06”). This new guidance amends guidance related to accounting for internal-use software development costs and clarifies the criteria for capitalization. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027. We are currently assessing the impact that adopting this ASU will have on our consolidated financial statements. ​ Interim Reporting: Narrow-Scope Reporting In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Reporting (“ASU 2025-11”). This new guidance clarifies and improves interim reporting guidance. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027. We expect to comply with the amendments in this ASU beginning on the effective date. ​ ​ ​ ​ ​ ​ 86 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents NOTE 4—PREPAID EXPENSE AND OTHER ASSETS Prepaid expense and other current assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ ​ ​ FEBRUARY 1, ​ ​ 2026 ​ 2025 ​ ​ (in thousands) Value added tax (VAT) receivable ​ $ 39,169 ​ $ 9,866 Prepaid expenses ​ ​ 30,355 ​ ​ 29,595 Vendor deposits ​ ​ 26,230 ​ ​ 20,441 Capitalized catalog costs ​ ​ 23,274 ​ ​ 30,162 Federal and state tax receivable (1) ​ ​ 11,528 ​ ​ 24,729 Capitalized cloud computing costs ​ ​ 11,344 ​ ​ 9,851 Right of return asset for merchandise ​ 6,423 ​ 6,237 Tenant allowance receivable ​ ​ 5,633 ​ ​ 12,668 Promissory notes receivable, including interest (2) ​ 1,164 ​ 3,674 Other current assets ​ ​ 29,354 ​ ​ 30,620 Total prepaid expense and other current assets ​ $ 184,474 ​ $ 177,843 (1) As of January 31, 2026 and February 1, 2025, includes $ 4.3 million and $ 19 million, respectively, related to a federal tax receivable from a carryback claim. (2) Represents promissory notes, including principal and accrued interest, due from an affiliate of the managing member of the Aspen LLCs. Refer to Note 8— Variable Interest Entities . Other non-current assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ ​ ​ FEBRUARY 1, ​ ​ 2026 ​ 2025 ​ ​ (in thousands) Landlord assets under construction—net of tenant allowances ​ $ 156,252 ​ $ 138,701 Initial direct costs prior to lease commencement ​ ​ 81,066 ​ ​ 80,897 Capitalized cloud computing costs—net ​ ​ 31,224 ​ ​ 22,738 Other deposits ​ ​ 12,234 ​ ​ 7,754 Deferred financing fees ​ 3,377 ​ 1,512 Vendor deposits—non-current ​ 3,336 ​ 2,684 Other non-current assets ​ 14,344 ​ 17,100 Total other non-current assets ​ $ 301,833 ​ $ 271,386 ​ ​ ​ ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 87 ​ Table of Contents NOTE 5—PROPERTY AND EQUIPMENT Property and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ ​ ​ FEBRUARY 1, ​ ​ 2026 ​ 2025 ​ ​ (in thousands) Finance lease right-of-use assets (1) ​ $ 1,565,175 ​ $ 1,327,476 Leasehold improvements (2) ​ ​ 504,631 ​ ​ 441,140 Building and building improvements (3) ​ 420,070 ​ 369,921 Computer software ​ 198,515 ​ 186,048 Furniture, fixtures and equipment ​ 120,296 ​ 111,384 Land ​ 123,103 ​ 105,071 Machinery, equipment and aircraft ​ 101,467 ​ 90,905 Built-to-suit property ​ ​ 38,791 ​ ​ 37,057 Total property and equipment ​ ​ 3,072,048 ​ ​ 2,669,002 Less—accumulated depreciation and amortization (4) ​ ( 913,330 ) ​ ( 785,826 ) Total property and equipment—net ​ $ 2,158,718 ​ $ 1,883,176 (1) Refer to “Lease Accounting” within Note 3— Significant Accounting Policies and Note 10— Leases . (2) Includes construction in progress of $ 37 million and $ 13 million as of January 31, 2026 and February 1, 2025, respectively. (3) Includes $ 22 million and $ 109 million of owned buildings under construction related to future Design Galleries as of January 31, 2026 and February 1, 2025, respectively. (4) Includes accumulated amortization related to finance lease right-of-use assets of $ 384 million and $ 320 million as of January 31, 2026 and February 1, 2025, respectively. Refer to Note 10— Leases. We recorded depreciation of property and equipment, excluding amortization for finance lease right-of-use assets, of $ 84 million, $ 76 million and $ 64 million in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. NOTE 6—BUSINESS COMBINATION On July 8, 2025, we acquired a home furnishings business operating under the brand names of Formations and Dennis & Leen for total consideration of $ 32 million, funded through available cash. The transaction was accounted for as a business combination under ASC 805— Business Combinations . We believe that this addition to the RH platform further positions us as a leader in the luxury design market as we continue to enhance the RH product assortment. During fiscal 2025, we incurred $ 2.3 million of acquisition-related costs associated with the transaction. These costs include fees associated with financial, legal and accounting advisors, and are included in selling, general and administrative expenses on the consolidated statements of income. ​ ​ ​ 88 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents The following table summarizes the purchase price allocation based on the fair value of the assets acquired and liabilities assumed as of July 8, 2025: ​ ​ ​ ​ ​ ​ ​ PURCHASE ​ ​ PRICE ​ ​ ALLOCATION ​ ​ (in thousands) Merchandise inventories ​ $ 5,451 Property and equipment ​ ​ 27,461 Operating lease right-of-use assets ​ ​ 4,443 Goodwill (1) ​ ​ 3,220 Other assets ​ ​ 923 Deferred revenue and customer deposits ​ ​ ( 3,471 ) Operating lease liabilities ​ ​ ( 4,273 ) Other liabilities ​ ​ ( 1,635 ) Total ​ $ 32,119 (1) Goodwill of $ 3.2 million, included in the RH Segment, represents the expected synergies from integrating the acquired business into our operations and is expected to be deductible for tax purposes. Results of operations of the acquired company have been included in our consolidated statements of income since July 8, 2025, the acquisition date. Pro forma results of the acquired business have not been presented as the results were not considered material to our consolidated financial statements for all fiscal periods presented and would not have been material had the acquisition occurred at the beginning of fiscal 2023. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 89 ​ Table of Contents NOTE 7—GOODWILL, TRADENAMES, TRADEMARKS AND OTHER INTANGIBLE ASSETS Goodwill, tradenames, trademarks and other intangible assets for the RH Segment and Waterworks consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RH SEGMENT ​ ​ ​ WATERWORKS ​ ​ ​ ​ TRADENAMES, ​ ​ ​ TRADENAMES, ​ ​ ​ ​ ​ TRADEMARKS AND ​ ​ ​ ​ TRADEMARKS AND ​ ​ ​ ​ ​ OTHER INTANGIBLE ​ ​ ​ ​ OTHER INTANGIBLE ​ ​ GOODWILL ​ ASSETS ​ GOODWILL (1) ​ ASSETS (2) ​ ​ (in thousands) February 3, 2024 $ 141,033 ​ $ 58,927 ​ $ — ​ $ 17,000 Additions ​ ​ — ​ ​ 877 ​ ​ — ​ ​ — Other (3) ​ ​ — ​ ​ ( 686 ) ​ ​ — ​ ​ — Foreign currency translation ​ ( 90 ) ​ — ​ — ​ — February 1, 2025 ​ $ 140,943 ​ $ 59,118 ​ $ — ​ $ 17,000 Additions ​ 3,220 ​ ​ 3,978 ​ ​ — ​ ​ — Other (3) ​ ​ — ​ ​ ( 319 ) ​ ​ — ​ ​ — Foreign currency translation ​ ​ 76 ​ ​ — ​ ​ — ​ ​ — January 31, 2026 ​ $ 144,239 ​ $ 62,777 ​ $ — ​ $ 17,000 (1) Waterworks reporting unit goodwill of $ 51 million recognized upon acquisition in fiscal 2016 was fully impaired as of fiscal 2018. (2) Presented net of an impairment charge of $ 35 million recognized in prior fiscal years. (3) Represents disposals and amortization. There are no goodwill, tradenames, trademarks and other intangible assets for the Real Estate segment. NOTE 8—VARIABLE INTEREST ENTITIES Consolidated Variable Interest Entities and Noncontrolling Interests In fiscal 2022, we formed eight privately-held limited liability companies (each, a “Member LLC” and collectively, the “Member LLCs” or the “consolidated variable interest entities”) with a third-party real estate development partner affiliated with the managing member of the Aspen LLCs (as defined in “Equity Method Investments” below) for real estate development activities related to our Gallery transformation and global expansion strategies. In December 2024, we acquired 50 percent of the membership interests of one of the Member LLCs from the same development partner for no consideration. As a result, we own 100 percent of the membership interests and this Member LLC was no longer a variable interest entity as of February 1, 2025. No distribution to the former member of this entity was required as a result of the transaction. As of January 31, 2026, of the remaining seven Member LLCs, we hold a 50 percent membership interest in six of the Member LLCs, and the remaining noncontrolling interest of 50 percent in each Member LLC is held by the same development partner. In one Member LLC, we hold approximately 75 percent membership interest with the remaining noncontrolling interest of approximately 25 percent held by the same development partner. ​ ​ ​ 90 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents The Member LLCs are qualitatively determined to be VIEs due to their having insufficient equity investment at risk to finance their activities without additional subordinated financial support. Upon the formation of each Member LLC we determined that the power to direct the most significant activities of each Member LLC is either controlled by us or shared between the members of the Member LLCs. In the instances where there is shared power among related parties as defined in the consolidation accounting guidance, we evaluated the related-party tiebreaker guidance and determined that we are most closely associated with each Member LLC. Accordingly, we are the primary beneficiary of the Member LLCs and we consolidate the results of operations, financial condition and cash flows of the Member LLCs in our consolidated financial statements. Six locations represent current or future RH locations and are included in the RH Segment, four of which are operational as of January 31, 2026. One location represents property, the purpose of which is use by RH or others related to developing, operating and selling such property, and is part of the Real Estate segment. We measure the noncontrolling interests in the consolidated variable interest entities using the distribution provisions set out in the operating agreements of each Member LLC. As of January 31, 2026 and February 1, 2025, the noncontrolling interest holders had no claim to the net assets of each Member LLC based upon such distribution provisions. Accordingly, we did not recognize any noncontrolling interests in fiscal 2025, fiscal 2024 or fiscal 2023. The carrying amounts and classification of the VIEs’ assets and liabilities included in the consolidated balance sheets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ ​ ​ FEBRUARY 1, ​ ​ 2026 ​ 2025 ​ ​ (in thousands) ASSETS ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,414 ​ $ 2,177 Prepaid expense and other current assets ​ 1,085 ​ 980 Total current assets ​ 2,499 ​ 3,157 Property and equipment—net (1) ​ 290,077 ​ 259,057 Other non-current assets ​ ​ 7 ​ 6 Total assets ​ $ 292,583 ​ $ 262,220 LIABILITIES ​ ​ ​ ​ Accounts payable and accrued expenses ​ $ 1,262 ​ $ 4,867 Other current liabilities ​ ​ 367 ​ ​ 333 Total current liabilities ​ ​ 1,629 ​ ​ 5,200 Real estate loan—net (2) ​ ​ 15,199 ​ ​ 15,524 Other non-current liabilities ​ ​ 1,026 ​ 929 Total liabilities ​ $ 17,854 ​ $ 21,653 (1) Includes $ 21 million and $ 54 million of construction in progress as of January 31, 2026 and February 1, 2025, respectively, which is included in “building and building improvements” within property and equipment —net . (2) On September 9, 2022, a Member LLC as the borrower executed a Promissory Note (the “Promissory Note”) with a third-party bank in an aggregate principal amount equal to $ 16 million with a maturity date of September 9, 2032. The Promissory Note bears interest at a fixed rate per annum equal to 5.37 % until September 15, 2027, on which date the interest rate will reset based on the five-year treasury rate plus 2.00 % , subject to a total interest rate floor of 3.00 % . The Promissory Note is secured by the assets of the Member LLC and the creditor does not have recourse against RH’s general assets. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 91 ​ Table of Contents Equity Method Investments Equity method investments primarily represent our membership interests in three privately-held limited liability companies in Aspen, Colorado (each, an “Aspen LLC” and collectively, the “Aspen LLCs” or the “equity method investments”) that were formed for the purpose of acquiring, developing, operating and selling certain real estate projects in Aspen, Colorado. We hold a 50 percent membership interest in two of the Aspen LLCs and a 70 percent membership interest in the third Aspen LLC. The Aspen LLCs are VIEs, however, we are not the primary beneficiary of these VIEs because we do not have the power to direct the activities of each VIE that most significantly impact the VIE’s economic performance. Accordingly, we account for these investments using the equity method of accounting. As of January 31, 2026 and February 1, 2025, the aggregate balance of the investment in the Aspen LLCs was $ 115 million and $ 124 million, respectively. We are the lessee for two lease arrangements within an Aspen LLC, one of which commenced as of January 31, 2026. In March 2025, the Aspen LLC in which we hold a 70 percent interest sold its sole real estate property. Subsequent to the property sale, we received $ 15 million from the Aspen LLC, which consisted of $ 2.9 million for the repayment of its outstanding promissory note to us, including accrued interest (refer to Note 4— Prepaid Expense and Other A ssets ), and a capital distribution of $ 13 million. The capital distribution of $ 13 million represented a return of our contributed capital of $ 7.9 million and a return on investment of $ 4.6 million. As of January 31, 2026 and February 1, 2025, $ 1.2 million and $ 3.7 million, respectively, of promissory notes receivable, inclusive of accrued interest, were outstanding with the managing member or entities affiliated with the managing member for the Aspen LLCs, which promissory notes were included in prepaid expense and other current assets on the consolidated balance sheets. The promissory note outstanding as of January 31, 2026 is expected to be settled in cash and not converted into additional equity investment in the Aspen LLCs. Our proportionate share of equity method investments was income of $ 5.0 million in fiscal 2025 and a loss of $ 11 million in both fiscal 2024 and fiscal 2023, which is included on the consolidated statements of income. Other than as described above, we did not receive any distributions or have any undistributed earnings of equity method investments in any fiscal year. Additionally, Waterworks has membership interests in two European entities, one entity in which we hold a 50 percent membership interest and another entity in which we increased our membership interest from approximately 25 percent as of February 1, 2025 to approximately 28 percent as of January 31, 2026. We are not the primary beneficiary of either of these VIEs because we do not have the power to direct the activities of each VIE that most significantly impact the VIE’s economic performance. Accordingly, we account for these investments using the equity method of accounting. Our maximum exposure to loss with respect to these equity method investments is the carrying value of the equity method investments as of January 31, 2026. ​ ​ ​ 92 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents NOTE 9—ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable and accrued expenses consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ ​ ​ FEBRUARY 1, ​ ​ 2026 ​ 2025 ​ ​ (in thousands) Accounts payable ​ $ 197,740 ​ $ 245,260 Accrued compensation ​ 54,933 ​ 50,689 Accrued sales, use and other indirect tax ​ 35,254 ​ 27,685 Accrued occupancy ​ 27,264 ​ 24,992 Accrued freight and duty ​ 22,877 ​ 18,030 Accrued professional fees ​ 7,811 ​ 5,281 Accrued legal contingencies (1) ​ ​ 2,914 ​ ​ 3,029 Other accrued expenses ​ 37,943 ​ 38,440 Total accounts payable and accrued expenses ​ $ 386,736 ​ $ 413,406 ​ (1) Refer to Note 18 ¾ Commitments and Contingencies . Other current liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ ​ ​ FEBRUARY 1, ​ ​ 2026 ​ 2025 ​ ​ (in thousands) Current portion of term loans ​ $ 25,000 ​ $ 25,000 Allowance for sales returns ​ ​ 24,821 ​ ​ 23,512 Finance lease liabilities ​ ​ 21,249 ​ ​ 21,135 Federal tax payable ​ ​ — ​ ​ 3,242 Unredeemed gift card and merchandise credit liability ​ ​ 18,138 ​ ​ 19,546 Foreign tax payable ​ ​ 2,902 ​ ​ 1,980 Other current liabilities ​ 2,976 ​ 4,546 Total other current liabilities ​ $ 95,086 ​ $ 98,961 ​ Reorganizations We implemented and completed restructurings in the second quarter of fiscal 2025 and in the fourth quarter of fiscal 2024 that included workforce and expense reductions in order to improve and simplify our organizational structure, streamline certain aspects of our business operations and better position us for further growth. The workforce reduction associated with these initiatives included the elimination of numerous leadership and other positions throughout the organization. During fiscal 2025 and fiscal 2024, we incurred total charges relating to the reorganizations of $ 1.2 million and $ 4.4 million, respectively, consisting primarily of severance costs and related taxes. As of January 31, 2026 and February 1, 2025, we had accruals related to the reorganizations of $ 0.5 million and $ 3.4 million, respectively, which are included in accounts payable and accrued expenses on the consolidated balance sheets. ​ ​ ​ ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 93 ​ Table of Contents NOTE 10—LEASES Lease costs—net consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Operating lease costs (1) ​ $ 149,796 ​ $ 132,377 ​ $ 116,553 Finance lease costs ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of leased assets (1) ​ ​ 62,875 ​ ​ 52,725 ​ ​ 54,596 Interest on lease liabilities (2) ​ ​ 40,093 ​ ​ 31,896 ​ ​ 33,822 Variable lease costs (3) ​ ​ 25,091 ​ ​ 24,565 ​ ​ 23,517 Sublease income (4) ​ ​ ( 4,747 ) ​ ​ ( 4,701 ) ​ ​ ( 5,544 ) Total lease costs—net ​ $ 273,108 ​ $ 236,862 ​ $ 222,944 (1) Operating lease costs and amortization of finance lease right-of-use assets are included in cost of goods sold or selling, general and administrative expenses on the consolidated statements of income based on our accounting policy. Refer to Note 3— Significant Accounting Policies . (2) Included in interest expense—net on the consolidated statements of income. Amounts include lease cost related to variable lease payments based on an index or rate that were not included in the measurement of the initial lease liability and right-of-use asset for finance leases, which were not material in any period presented. (3) Represents variable lease payments under operating and finance lease agreements, primarily associated with contingent rent based on a percentage of retail sales over contractual levels of $ 14 million in each of fiscal 2025, fiscal 2024 and fiscal 2023, as well as charges associated with common area maintenance of $ 11 million, $ 11 million and $ 9.1 million in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. Other variable costs, which include single lease cost related to variable lease payments based on an index or rate that were not included in the measurement of the initial lease liability and right-of-use asset for operating leases, were not material in any fiscal period presented. (4) Included in selling, general and administrative expenses on the consolidated statements of income. ​ ​ ​ 94 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents Lease right-of-use assets and lease liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ ​ BALANCE SHEET CLASSIFICATION ​ ​ 2026 ​ ​ 2025 ​ ​ ​ ​ (in thousands) ASSETS ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ Operating lease right-of-use assets ​ $ 795,352 ​ $ 617,103 Finance leases (1)(2)(3) ​ Property and equipment—net ​ ​ 1,181,339 ​ ​ 1,007,088 Total lease right-of-use assets ​ ​ ​ $ 1,976,691 ​ $ 1,624,191 LIABILITIES ​ ​ ​ ​ ​ ​ ​ ​ Current (4) ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ Operating lease liabilities ​ $ 110,280 ​ $ 100,944 Finance leases ​ Other current liabilities ​ ​ 21,249 ​ ​ 21,135 Total lease liabilities—current ​ ​ ​ ​ 131,529 ​ ​ 122,079 Non-current ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ Non-current operating lease liabilities ​ ​ 705,084 ​ ​ 573,468 Finance leases ​ Non-current finance lease liabilities ​ ​ 718,837 ​ ​ 630,655 Total lease liabilities—non-current ​ ​ ​ ​ 1,423,921 ​ ​ 1,204,123 Total lease liabilities ​ ​ ​ $ 1,555,450 ​ $ 1,326,202 (1) Includes capitalized amounts related to our completed construction activities to design and build leased assets, which are reclassified from other non-current assets upon lease commencement. (2) Recorded net of accumulated amortization of $ 384 million and $ 320 million as of January 31, 2026 and February 1, 2025, respectively. (3) Includes $ 33 million and $ 35 million as of January 31, 2026 and February 1, 2025, respectively, related to an RH Design Gallery lease with a landlord that is an affiliate of the managing member of the Aspen LLCs. Refer to Note 8— Variable Interest Entities . (4) Current portion of lease liabilities represents the reduction of the related lease liability over the next 12 months. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 95 ​ Table of Contents The maturities of lease liabilities were as follows as of January 31, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OPERATING ​ FINANCE ​ ​ FISCAL YEAR ​ ​ ​ ​ LEASES ​ ​ LEASES ​ ​ TOTAL ​ ​ ​ ​ (in thousands) 2026 ​ ​ ​ $ 153,874 ​ $ 61,690 ​ $ 215,564 2027 ​ ​ ​ ​ 144,684 ​ ​ 63,344 ​ ​ 208,028 2028 ​ ​ ​ ​ 113,866 ​ ​ 62,495 ​ ​ 176,361 2029 ​ ​ ​ ​ 101,958 ​ ​ 62,191 ​ ​ 164,149 2030 ​ ​ ​ ​ 93,078 ​ ​ 63,224 ​ ​ 156,302 Thereafter ​ ​ ​ ​ 588,756 ​ ​ 1,188,164 ​ ​ 1,776,920 Total lease payments (1)(2) ​ ​ ​ ​ 1,196,216 ​ ​ 1,501,108 ​ ​ 2,697,324 Less—imputed interest (3) ​ ​ ​ ​ ( 380,852 ) ​ ​ ( 761,022 ) ​ ​ ( 1,141,874 ) Present value of lease liabilities ​ ​ ​ $ 815,364 ​ $ 740,086 ​ $ 1,555,450 (1) Total lease payments include future obligations for renewal options that are reasonably certain to be exercised and are included in the measurement of the lease liability. Total lease payments exclude $ 645 million of legally binding payments under the non-cancellable term for leases signed but not yet commenced under our accounting policy as of January 31, 2026, of which $ 26 million, $ 34 million, $ 36 million, $ 39 million and $ 40 million are expected to be paid in fiscal 2026, fiscal 2027, fiscal 2028, fiscal 2029 and fiscal 2030, respectively, and $ 470 million will be paid subsequent to fiscal 2030. (2) Excludes an immaterial amount of future commitments under short-term lease agreements. (3) Calculated using the discount rate for each lease at lease commencement. Supplemental information related to leases consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ ​ ​ ​ JANUARY 31, ​ ​ ​ FEBRUARY 1, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Weighted-average remaining lease term (years) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ ​ ​ ​ 10.5 ​ ​ ​ 9.1 ​ Finance leases ​ ​ ​ ​ ​ 21.6 ​ ​ ​ 20.2 ​ Weighted-average discount rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ ​ ​ ​ 6.5 % ​ ​ 5.8 % Finance leases ​ ​ ​ ​ ​ 6.5 % ​ ​ 5.8 % ​ ​ ​ 96 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents ​ Other information related to leases consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Cash paid for amounts included in the measurement of lease liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ ( 147,525 ) ​ $ ( 121,128 ) ​ $ ( 122,220 ) Operating cash flows from finance leases ​ ​ ( 40,093 ) ​ ​ ( 28,028 ) ​ ​ ( 37,819 ) Financing cash flows from finance leases—net (1) ​ ​ ( 13,036 ) ​ ​ ( 20,752 ) ​ ​ ( 13,972 ) Total cash outflows from leases ​ $ ( 200,654 ) ​ $ ( 169,908 ) ​ $ ( 174,011 ) Non-cash transactions ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease right-of-use assets obtained in exchange for lease obligations—net of lease terminations ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating leases (2) ​ $ 235,534 ​ $ 102,387 ​ $ 170,542 Finance leases ​ ​ 106,832 ​ ​ 85,116 ​ ​ 1,648 Reclassification from other non-current assets to finance lease right-of-use assets ​ ​ 131,166 ​ ​ 139,567 ​ ​ — Reclassification from other non-current assets to operating lease right-of-use assets ​ ​ 35,845 ​ ​ — ​ ​ — Reclassification of finance lease right-of-use asset to property and equipment (3) ​ ​ — ​ ​ — ​ ​ 188,515 Reclassification of finance lease liability to property and equipment (3) ​ ​ — ​ ​ — ​ ​ ( 71,612 ) (1) Presented net of tenant allowances received subsequent to lease commencement of $ 15 million, $ 4.8 million and $ 2.4 million in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. (2) Right-of-use assets obtained in exchange for new operating lease liabilities exclude the impact from acquisitions of $ 4.3 million for fiscal 2025. Refer to Note 6— Business Combinations . (3) During fiscal 2023, we purchased the building and land of our RH Guesthouse New York location and terminated the lease associated with the property. As a result, we reclassified the right-of-use asset and lease liability to property and equipment—net on the consolidated balance sheets as of the purchase date. NOTE 11—CREDIT FACILITIES AND CONVERTIBLE SENIOR NOTES The outstanding balances under our credit facilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ ​ 2026 ​ 2025 ​ ​ ​ ​ ​ ​ UNAMORTIZED ​ ​ ​ ​ ​ UNAMORTIZED ​ ​ ​ ​ ​ ​ ​ ​ ​ DEBT ​ NET ​ ​ ​ ​ DEBT ​ NET ​ ​ INTEREST ​ OUTSTANDING ​ ISSUANCE ​ CARRYING ​ OUTSTANDING ​ ISSUANCE ​ CARRYING ​ ​ RATE ​ ​ ​ AMOUNT ​ ​ ​ COSTS ​ ​ ​ AMOUNT ​ ​ ​ AMOUNT ​ ​ ​ COSTS ​ ​ ​ AMOUNT ​ ​ (dollars in thousands) Asset based credit facility (1) ​ 5.30 % ​ $ 20,000 ​ $ — ​ $ 20,000 ​ $ 200,000 ​ $ — ​ $ 200,000 Term loan B (2) ​ 6.29 % ​ ​ 1,915,000 ​ ​ ( 8,630 ) ​ ​ 1,906,370 ​ ​ 1,935,000 ​ ​ ( 11,856 ) ​ ​ 1,923,144 Term loan B-2 (3) ​ 7.02 % ​ ​ 483,750 ​ ​ ( 11,451 ) ​ ​ 472,299 ​ ​ 488,750 ​ ​ ( 15,731 ) ​ ​ 473,019 Total credit facilities ​ ​ ​ $ 2,418,750 ​ $ ( 20,081 ) ​ $ 2,398,669 ​ $ 2,623,750 ​ $ ( 27,587 ) ​ $ 2,596,163 ​ (1) Deferred financing fees associated with the asset based credit facility as of January 31, 2026 and February 1, 2025 were $ 3.4 million and $ 1.5 million, respectively, and are included in other non-current assets on the consolidated balance sheets. The deferred financing fees are amortized on a straight-line basis over the life of the revolving line of credit. In July 2025, Restoration Hardware, Inc. entered into an amendment to the ABL Credit Agreement (defined below), which extended the maturity date of the revolving line of credit from July 29, 2026 to the earlier of (a) July 31, 2030 and (b) the date which is 91 days prior to the final stated maturity of the Term Loan Credit Agreement and any refinancing thereof. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 97 ​ Table of Contents (2) Represents the Term Loan Credit Agreement (defined below), of which outstanding amounts of $ 1,895 million and $ 1,915 million were included in term loan B—net on the consolidated balance sheets as of January 31, 2026 and February 1, 2025, respectively, and $ 20 million of current maturities of long-term debt was included in other current liabilities on the consolidated balance sheets as of both January 31, 2026 and February 1, 2025. (3) Represents the outstanding balance of the Term Loan B-2 (defined below) under the Term Loan Credit Agreement, of which outstanding amounts of $ 479 million and $ 484 million were included in term loan B-2—net on the consolidated balance sheets as of January 31, 2026 and February 1, 2025, respectively, and $ 5.0 million of current maturities of long-term debt was included in other current liabilities on the consolidated balance sheets as of both January 31, 2026 and February 1, 2025. Asset Based Credit Facility On August 3, 2011, Restoration Hardware, Inc. (“RHI”), a wholly owned subsidiary of RH, along with its Canadian subsidiary, Restoration Hardware Canada, Inc., entered into the Ninth Amended and Restated Credit Agreement (as amended prior to June 28, 2017, the “Original Credit Agreement”) by and among RHI, Restoration Hardware Canada, Inc., certain other subsidiaries of RH named therein as borrowers or guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “ABL Agent”). On June 28, 2017, RHI entered into the Eleventh Amended and Restated Credit Agreement (as amended prior to July 29, 2021, the “11th A&R Credit Agreement”) by and among RHI, Restoration Hardware Canada, Inc., certain other subsidiaries of RH named therein as borrowers or guarantors, the lenders party thereto and the ABL Agent, which amended and restated the Original Credit Agreement. On July 31, 2025, RHI entered into an Amendment (the “Amendment”) to the Twelfth Amended and Restated Credit Agreement, (as amended prior to the Amendment, the “Existing ABL Credit Agreement” and as amended by the Amendment, the “ABL Credit Agreement”). The Amendment, among other things, amends the ABL Credit Agreement to extend the maturity date of the ABL Credit Agreement to be the earlier of (a) July 31, 2030 and (b) the date which is 91 days prior to the final stated maturity of the Term Loan Credit Agreement and any refinancing thereof. Under the ABL Credit Agreement, RHI has a revolving line of credit with initial availability of up to $ 600 million, of which (i) $ 10 million is available to the RH subsidiary, Restoration Hardware Canada, Inc., and (ii) $ 100 million is available to the RH subsidiary, RH Geneva Sàrl. The ABL Credit Agreement includes a $ 300 million accordion feature under which the revolving line of credit may be expanded by agreement of the parties from $ 600 million to up to $ 900 million if and to the extent the lenders revise their credit commitments to encompass a larger facility. The ABL Credit Agreement provides that the $ 300 million accordion, or a portion thereof, may be added as a first-in, last-out term loan facility if and to the extent the lenders revise their credit commitments for such facility. The ABL Credit Agreement further provides that the borrowers may request a European sub-credit facility under the revolving line of credit or under the accordion feature for borrowing by certain European subsidiaries of RH Global Holdings, Inc. if certain conditions set out in the ABL Credit Agreement are met. The availability of credit at any given time under the ABL Credit Agreement will be constrained by its terms and conditions, including the amount of collateral available, a borrowing base formula based upon numerous factors, including the value of eligible inventory and eligible accounts receivable, and other restrictions contained in the ABL Credit Agreement. All obligations under the ABL Credit Agreement are secured by substantial assets of the loan parties, including inventory, receivables and certain types of intellectual property. As a result, actual borrowing availability under the revolving line of credit could be less than the stated amount of the revolving line of credit (as reduced by the actual borrowings and outstanding letters of credit under the revolving line of credit). Borrowings under the revolving line of credit (other than swing line loans, which are subject to interest at the base rate) bear interest, at the borrower’s option, at either the base rate or SOFR, subject to a 0.00 % SOFR floor (or, in the case of the Canadian borrowings, the “BA Rate” or the “Canadian Prime Rate”, as such terms are defined in the ABL Credit Agreement, for the Canadian borrowings denominated in Canadian dollars, or the “U.S. Index Rate”, as such term is defined in the ABL Credit Agreement, or SOFR for Canadian borrowings denominated in U.S. dollars) plus an applicable interest rate margin, in each case. The ABL Credit Agreement contains various restrictive and affirmative covenants, including required financial reporting, limitations on granting certain liens, limitations on making certain loans or investments, limitations on incurring additional debt, restricted payment limitations limiting the payment of dividends and certain other transactions and distributions, limitations on transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of a similar type and size. ​ ​ ​ 98 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents The ABL Credit Agreement does not contain any significant financial ratio covenants or coverage ratio covenants other than a consolidated fixed charge coverage ratio (“FCCR”) covenant based on the ratio of (i) consolidated EBITDA to the amount of (ii) debt service costs plus certain other amounts, including dividends and distributions and prepayments of debt as defined in the ABL Credit Agreement (the “FCCR Covenant”). The FCCR Covenant only applies in certain limited circumstances, including when the unused availability under the ABL Credit Agreement drops below the greater of (A) $ 40 million and (B) an amount based on 10 % of the total borrowing availability at the time. The FCCR Covenant ratio is set at 1.0 and measured on a trailing twelve-month basis. As of January 31, 2026, RHI was in compliance with the FCCR Covenant . The ABL Credit Agreement requires a daily sweep of all cash receipts and collections to prepay the loans under the agreement while (i) an event of default exists or (ii) when the unused availability under the ABL Credit Agreement drops below the greater of (A) $ 40 million and (B) an amount based on 10 % of the total borrowing availability at the time. The ABL Credit Agreement contains customary representations and warranties, events of default and other customary terms and conditions for an asset based credit facility. As of January 31, 2026, RHI had $ 20 million in outstanding borrowings and $ 402 million of availability under the revolving line of credit, net of $ 43 million in outstanding letters of credit. As a result of the FCCR Covenant that limits the last 10 % of borrowing availability, actual incremental borrowing available to RHI and the other affiliated parties under the revolving line of credit would be $ 342 million as of January 31, 2026. Term Loan Credit Agreement On October 20, 2021, RHI entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) by and among RHI as the borrower, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, the “Term Agent”) with respect to an initial term loan (the “Term Loan B”) in an aggregate principal amount equal to $ 2,000 million with a maturity date of October 20, 2028. Through July 31, 2023, the Term Loan B bore interest at an annual rate based on LIBOR subject to a 0.50 % LIBOR floor plus an interest rate margin of 2.50 % (with a stepdown of the interest rate margin if RHI achieves a specified public corporate family rating). LIBOR is a floating interest rate that reset periodically during the life of the Term Loan B. At the date of borrowing, the interest rate was set at the LIBOR floor of 0.50 % plus 2.50 % and the Term Loan B was issued at a discount of 0.50 % to face value. Effective August 1, 2023, the Term Loan B bears interest at an annual rate based on SOFR subject to a 0.50 % SOFR floor plus an interest rate margin of 2.50 % plus a credit spread adjustment. On May 13, 2022, RHI entered into a 2022 Incremental Amendment (the “2022 Incremental Amendment”) with Bank of America, N.A., as administrative agent, amending the Term Loan Credit Agreement (the Term Loan Credit Agreement as amended by the 2022 Incremental Amendment, the “Amended Term Loan Credit Agreement”). Pursuant to the terms of the 2022 Incremental Amendment, RHI incurred incremental term loans (the “Term Loan B-2”) in an aggregate principal amount equal to $ 500 million with a maturity date of October 20, 2028. The Term Loan B-2 constitutes a separate class from the Term Loan B under the Term Loan Credit Agreement. The Term Loan B-2 bears interest at an annual rate based on SOFR subject to a 0.50 % SOFR floor plus an interest rate margin of 3.25 % plus a credit spread adjustment of 0.10 %. Other than the terms relating to the Term Loan B-2, the terms of the Amended Term Loan Credit Agreement remain substantially the same as the terms of the existing Term Loan Credit Agreement, including representations and warranties, covenants and events of default. All obligations under the Term Loan B are guaranteed by certain domestic subsidiaries of RHI. Further, RHI and such subsidiaries have granted a security interest in substantially all of their assets (subject to customary and other exceptions) to secure the Term Loan B. Substantially all of the collateral securing the Term Loan B also secures the loans and other credit extensions under the ABL Credit Agreement. On October 20, 2021, in connection with the Term Loan Credit Agreement, RHI and certain other subsidiaries of RH party to the Term Loan Credit Agreement and the ABL Credit Agreement, as the case may be, entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with the Term Agent and the ABL Agent. The Intercreditor Agreement establishes various customary inter-lender terms, including, without limitation, with respect to priority of liens, permitted actions by each party, application of proceeds, exercise of remedies in case of default, releases of liens and certain limitations on the amendment of the ABL Credit Agreement and the Term Loan Credit Agreement without the consent of the other parties. The borrowings under the Term Loan Credit Agreement may be prepaid in whole or in part at any time, subject to a prepayment premium of 1.0 % in connection with any repricing transaction within the six months following the closing date of the Term Loan Credit Agreement. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 99 ​ Table of Contents The Term Loan Credit Agreement contains various restrictive and affirmative covenants, including required financial reporting, limitations on granting certain liens, limitations on making certain loans or investments, limitations on incurring additional debt, restricted payment limitations limiting the payment of dividends and certain other transactions and distributions, limitations on transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of a similar type and size, but provides for unlimited exceptions in the case of incurring indebtedness, granting of liens and making investments, dividend payments, and payments of material junior indebtedness, subject to satisfying specified leverage ratio tests. The Term Loan Credit Agreement does not contain a financial maintenance covenant. The Term Loan Credit Agreement contains customary representations and warranties, events of default and other customary terms and conditions for a term loan credit agreement. Convertible Senior Notes In June 2018, we issued in a private offering $ 300 million principal amount of 0.00 % convertible senior notes due 2023 and issued an additional $ 35 million principal amount in connection with the overallotment option granted to the initial purchasers as part of the offering (collectively, the “2023 Notes”). In September 2019, we issued in a private offering $ 350 million principal amount of 0.00 % convertible senior notes due 2024 (the “2024 Notes” and, together with the 2023 Notes, the “Convertible Senior Notes” or the “Notes”). As of February 1, 2025, there were no remaining obligations under the Convertible Senior Notes. 2023 Notes In June 2023, upon the maturity of the then remaining outstanding 2023 Notes, $ 1.7 million in aggregate principal amount of the 2023 Notes settled for $ 1.7 million in cash. During fiscal 2023 through the maturity of the 2023 Notes, we issued in aggregate 1,931 shares at a par value of $ 0.0001 per share and, as a result, recognized $ 0 in additional paid-in capital on the consolidated statements of stockholders’ equity (deficit) upon settlement of the 2023 Notes. 2024 Notes In September 2024, upon the maturity of the then remaining outstanding 2024 Notes, $ 42 million in aggregate principal amount of the 2024 Notes settled for $ 42 million in cash. During fiscal 2024 through the maturity of the 2024 Notes, we issued in aggregate 39,121 shares of common stock at a par value of $ 0.0001 per share and, as a result, recognized $ 0 in additional paid-in capital on the consolidated statements of stockholders’ equity (deficit) upon settlement of the 2024 Notes. NOTE 12—FAIR VALUE MEASUREMENTS The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining the fair value, we utilize market data or assumptions that we believe market participants would use in pricing the asset or liability, which would maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, including assumptions about risk and the risks inherent in the inputs of the valuation technique. Our recurring and non-recurring fair values measurements of financial and non-financial assets and liabilities are classified and disclosed in one of the following categories in accordance with ASC 820— Fair Value Measurements : Level 1—Quoted prices are available in active markets for identical investments as of the reporting date. Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Level 3—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs used in the determination of fair value require significant judgment or estimation. ​ ​ ​ 100 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents Fair Value Measurements—Recurring Amounts reported as cash and equivalents, receivables, and accounts payable and accrued expenses approximate fair value due to the short-term nature of activity within these accounts. The estimated fair value of the asset based credit facility approximates cost as the interest rate associated with the facility is variable and resets frequently (Level 2). The estimated fair value and carrying value of the Term Loan Credit Agreement and the real estate loans were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ ​ 2026 ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ PRINCIPAL ​ ​ ​ ​ ​ ​ ​ PRINCIPAL ​ ​ FAIR ​ CARRYING ​ FAIR ​ CARRYING ​ ​ VALUE ​ VALUE (1) ​ VALUE ​ VALUE (1) ​ ​ (in thousands) Term loan B ​ $ 1,881,488 ​ $ 1,915,000 ​ $ 1,920,488 ​ $ 1,935,000 Term loan B-2 ​ 480,122 ​ ​ 483,750 ​ 487,528 ​ 488,750 Real estate loans ​ ​ 15,343 ​ ​ 15,585 ​ ​ 17,118 ​ ​ 17,838 (1) The principal carrying values of the Term Loan B and Term Loan B-2 represent the outstanding amount under each class and exclude discounts upon original issuance and third-party offering costs. The principal carrying value of the real estate loans represents the outstanding principal balance and excludes debt issuance costs. The fair values of the Term Loan B and Term Loan B-2 were derived from observable bid prices (Level 1). The fair values of the real estate loans were derived from discounted cash flows using risk-adjusted rates (Level 2). Fair Value Measurements—Non-Recurring The fair values of long-lived assets, such as property and equipment and lease right-of-use assets, as discussed in “Impairment—Long-Lived Assets” within Note 3— Significant Accounting Policies , were determined based on unobservable (Level 3) inputs and valuation techniques. Fair values are based on the expected future cash flows of the asset or asset group, using a discount rate commensurate with the related risk. Expected future cash flows are estimated based on the highest and best use of the asset and take into consideration multiple factors, including but not limited to, location-level historical results, current trends, operating cash flow projections and market-based rental rates. NOTE 13—INCOME TAXES Our income before taxes and equity method investments was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Domestic ​ $ 140,666 ​ $ 71,111 ​ $ 154,384 Foreign ​ 26,272 ​ 17,480 ​ 12,313 Total ​ $ 166,938 ​ $ 88,591 ​ $ 166,697 ​ ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 101 ​ Table of Contents Our income tax expense consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Current ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 11,651 ​ $ 1,015 ​ $ ( 3,249 ) State ​ 7,971 ​ 2,274 ​ 6,032 Foreign ​ 1,965 ​ 2,943 ​ 179 Total current tax expense ​ 21,587 ​ 6,232 ​ 2,962 Deferred ​ ​ ​ ​ ​ ​ Federal ​ 19,007 ​ 715 ​ 22,236 State ​ 71 ​ ( 2,761 ) ​ ( 1,339 ) Foreign ​ 6,494 ​ 613 ​ 4,402 Total deferred tax expense (benefit) ​ 25,572 ​ ( 1,433 ) ​ 25,299 Total income tax expense ​ $ 47,159 ​ $ 4,799 ​ $ 28,261 ​ A reconciliation of taxes at the federal statutory tax rate to our provision for income taxes for fiscal 2025, in accordance with our adoption of ASU 2023-09, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, 2026 ​ ​ (dollars in thousands) Income taxes at U.S. federal statutory tax rate ​ $ 35,057 ​ 21.0 % State and local income taxes—net of federal tax effect (1) ​ ​ 5,996 ​ 3.6 ​ Foreign tax effects ​ ​ 2,991 ​ 1.8 ​ Effect of cross-border tax laws ​ ​ 273 ​ 0.1 ​ Nontaxable or nondeductible items ​ ​ ​ ​ ​ ​ Executive compensation under U.S. Internal Revenue Code Section 162(m) ​ ​ 3,466 ​ 2.1 ​ Other ​ ​ ( 480 ) ​ ( 0.3 ) ​ Other adjustments ​ ​ ( 144 ) ​ ( 0.1 ) ​ Income tax expense and effective tax rate ​ $ 47,159 ​ 28.2 % (1) California and New York comprise the majority, or greater than 50% , of such tax. ​ ​ ​ 102 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents A reconciliation of taxes at the federal statutory tax rate to our provision for income taxes for fiscal 2024 and fiscal 2023, prior to our adoption of ASU 2023-09, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ FEBRUARY 1, FEBRUARY 3, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ Provision at federal statutory tax rate 21.0 % 21.0 % State income taxes—net of federal tax impact ( 2.3 ) 2.1 ​ Stock compensation—excess benefits ( 19.2 ) ( 3.4 ) ​ Non-deductible stock-based compensation 2.8 1.3 ​ U.S. impact of foreign operations ​ 2.5 ​ 0.8 ​ Valuation allowance 1.1 0.2 ​ Federal rehabilitation tax credit ​ — ​ ( 7.3 ) ​ Tax rate adjustments and other ( 0.6 ) 1.0 ​ Other permanent items 0.9 2.4 ​ Effective tax rate 6.2 % 18.1 % ​ We have recorded deferred tax assets and liabilities based upon estimates of their realizable value, and such estimates are based upon likely future tax consequences. In assessing the need for a valuation allowance, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets. If, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized, we record a valuation allowance. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 103 ​ Table of Contents Significant components of our deferred tax assets and liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ ​ ​ FEBRUARY 1, ​ 2026 2025 ​ ​ (in thousands) Deferred tax assets (liabilities) ​ ​ ​ ​ Lease liabilities ​ $ 422,104 ​ $ 363,753 Interest expense carryforwards ​ ​ 53,042 ​ ​ 70,952 Stock-based compensation ​ ​ 27,259 ​ ​ 22,265 Accrued expenses ​ 23,648 ​ 22,927 Merchandise inventories ​ 18,772 ​ 21,174 Net operating loss carryforwards ​ 15,960 ​ 35,205 Other ​ 2,655 ​ 2,961 Deferred tax assets ​ 563,440 ​ 539,237 Valuation allowance ​ ( 5,402 ) ​ ( 3,791 ) Deferred tax assets—net ​ $ 558,038 ​ $ 535,446 Lease right-of-use assets ​ $ ( 211,891 ) ​ $ ( 165,966 ) Property and equipment ​ ​ ( 177,844 ) ​ ​ ( 176,239 ) Prepaid expenses and other ​ ( 33,805 ) ​ ( 35,453 ) Trademarks and other intangible assets ​ ( 15,609 ) ​ ( 11,679 ) State benefit ​ ( 8,245 ) ​ ( 8,780 ) Deferred tax liabilities ​ ( 447,394 ) ​ ( 398,117 ) Total deferred tax assets—net ​ $ 110,644 ​ $ 137,329 ​ Cash paid for income taxes by jurisdiction, net of refunds received, in accordance with our adoption of ASU 2023-09 was as follows: ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ ​ 2026 ​ ​ (in thousands) Federal (1) ​ $ 5,683 State and local ​ ​ ​ California ​ ​ 1,511 New York City ​ ​ 822 New Jersey ​ ​ 745 Other state and local ​ ​ 2,740 Foreign ​ ​ ​ Canada ​ ​ 890 Other jurisdictions ​ ​ 404 Cash paid for income taxes—net of refunds received ​ $ 12,795 (1) Inclusive of $ 15 million received related to a federal tax receivable from a carryback claim. ​ ​ ​ 104 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents Cash paid for income taxes in fiscal 2024 and fiscal 2023 was $ 21 million and $ 14 million, respectively, and we received refunds of $ 9.1 million in fiscal 2024. Refunds received in fiscal 2023 were immaterial. A reconciliation of our valuation allowance against deferred tax assets in certain state and foreign jurisdictions was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ JANUARY 31, FEBRUARY 1, FEBRUARY 3, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Balance at beginning of fiscal year ​ $ 3,791 ​ $ 4,442 ​ $ 4,202 Net changes in deferred tax assets and liabilities ​ 1,611 ​ ( 651 ) ​ 240 Balance at end of fiscal year ​ $ 5,402 ​ $ 3,791 ​ $ 4,442 ​ As of January 31, 2026, we had state and foreign net operating loss carryovers of $ 136 million and $ 27 million, respectively. As of January 31, 2026, we had no federal net operating loss carryover. The state net operating loss carryovers will begin to expire in fiscal 2026 and continue to expire at various times depending upon individual state carryforward rules. The foreign net operating losses will begin to expire in fiscal 2045. Internal Revenue Code Section 382 and similar state rules place a limitation on the amount of taxable income which can be offset by net operating loss carryforwards after a change in ownership (generally greater than 50 % change in ownership). We cannot give any assurance that we will not undergo an ownership change in the future resulting in further limitations on utilization of net operating losses. A reconciliation of the exposures related to unrecognized tax benefits was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ JANUARY 31, FEBRUARY 1, FEBRUARY 3, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Balance at beginning of fiscal year ​ $ 3,384 ​ $ 8,604 ​ $ 8,151 Gross decreases—prior period tax positions ​ — ​ ( 5,438 ) ​ — Gross increases—current period tax positions ​ 551 ​ 431 ​ 515 Reductions based on the lapse of the applicable statutes of limitations ​ ( 375 ) ​ ( 213 ) ​ ( 62 ) Balance at end of fiscal year ​ $ 3,560 ​ $ 3,384 ​ $ 8,604 ​ As of January 31, 2026, $ 2.8 million of our unrecognized tax benefits would reduce income tax expense and the effective tax rate, if recognized. The remaining unrecognized tax benefits would offset other deferred tax assets, if recognized. We are subject to taxation in the United States and various states and foreign jurisdictions. As of January 31, 2026, we are subject to examination by the tax authorities for fiscal 2022 through fiscal 2025 and are currently under federal audit for fiscal 2021 and 2022. With few exceptions, as of January 31, 2026, we are no longer subject to U.S. federal, state or local, or foreign examinations, by tax authorities for years prior to fiscal 2022. ​ We have not provided U.S. income or foreign withholding taxes on the undistributed earnings of our foreign subsidiaries as of January 31, 2026 because we intend to permanently reinvest such earnings outside of the United States. If these foreign earnings were to be repatriated in the future, the related U.S. tax liability is expected to be immaterial, due to the participation exemption put in place in the Tax Cuts and Jobs Act of 2017. ​ On July 4, 2025, the United States enacted tax legislation through the H.R.1 Reconciliation Act, commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”), which implemented several corporate tax law changes taking effect in fiscal 2025, including, but not limited to, limitations on deductions for interest expense, changes to the taxation of foreign activity and reinstatement of one hundred percent bonus depreciation for eligible property. A number of other provisions of the OBBBA will not take effect until fiscal 2026, including various changes to existing international tax provisions. The impacts of the OBBBA are reflected in our results for the year ended January 31, 2026. We will continue to monitor any future changes in our business or interpretations of the new tax law that could affect our tax position in subsequent periods. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 105 ​ Table of Contents NOTE 14—NET INCOME PER SHARE The weighted-average shares used for net income per share were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Weighted-average shares—basic ​ ​ 18,753,509 ​ ​ 18,487,319 ​ ​ 19,880,576 Effect of dilutive stock-based awards ​ 1,037,742 ​ ​ 1,383,386 ​ ​ 1,518,408 Effect of dilutive convertible senior notes (1) ​ — ​ ​ 120,894 ​ ​ 201,494 Weighted-average shares—diluted ​ 19,791,251 ​ 19,991,599 ​ 21,600,478 (1) The dilutive effect of the 2023 Notes and 2024 Notes is calculated under the if-converted method, which assumes share settlement of the entire convertible debt instrument. The 2023 Notes and 2024 Notes matured in June 2023 and September 2024, respectively, and did not have an impact on our diluted share count post-maturity. Refer to Note 11— Credit Facilities and Convertible Senior Notes. The following number of options and restricted stock units were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Options ​ ​ 2,128,707 ​ ​ 1,591,655 ​ ​ 1,316,836 Restricted stock units ​ 8,237 ​ 8,990 ​ 15,313 ​ ​ ​ NOTE 15—SHARE REPURCHASE PROGRAM AND SHARE RETIREMENT Share Repurchase Program In 2018, our Board of Directors authorized a share repurchase program. On June 2, 2022, the Board of Directors authorized an additional $ 2,000 million for the purchase of shares of our outstanding common stock, increasing the total authorized size of the share repurchase program to $ 2,450 million (the “Share Repurchase Program”). We did no t repurchase any shares of our common stock under the Share Repurchase Program during fiscal 2025 or fiscal 2024. As of January 31, 2026, $ 201 million remains available for future share repurchases under this program. In fiscal 2023, we repurchased 3,887,965 shares of our common stock under the Share Repurchase Program at an average price of $ 321.28 per share, for an aggregate repurchase amount of approximately $ 1,261 million, inclusive of $ 12 million of excise taxes. Share Retirements In fiscal 2023, we retired 3,887,965 shares of common stock related to shares we repurchased under the Share Repurchase Program. As a result of this retirement, we reclassified a total of $ 10 million and $ 1,251 million from treasury stock to additional paid-in capital and retained earnings (accumulated deficit) , respectively, on the consolidated balance sheets and consolidated statements of stockholders’ equity (deficit). NOTE 16—STOCK-BASED COMPENSATION The Restoration Hardware 2012 Stock Incentive Plan (the “Stock Incentive Plan”) was adopted on November 1, 2012. The Stock Incentive Plan provided for the grant of incentive stock options to our employees and the grant of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards and any combination thereof to our employees, directors and consultants and our parent and subsidiary corporations’ employees, directors and consultants. The Restoration Hardware 2012 Stock Option Plan (the “Option Plan”) was adopted on November 1, 2012. On November 1, 2022, both the Stock Incentive Plan and Option Plan expired. ​ ​ ​ 106 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents The RH 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”, together with the Stock Incentive Plan and Option Plan, “the Plans”) was approved by stockholders on April 4, 2023. The 2023 Stock Incentive Plan provides for the grant of incentive stock options to our employees and the grant of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and any combination thereof to our employees, directors and consultants and our parent and subsidiary corporations’ employees, directors and consultants. The maximum number of shares that may be issued pursuant to all awards under the 2023 Stock Incentive Plan is (i) 3,000,000 , plus (ii) any shares of our common stock covered by any outstanding award (or portion of any such award) that has been granted under the Stock Incentive Plan if such award (or a portion of such award) is forfeited, is canceled or expires (whether voluntarily or involuntarily) without the issuance of shares of our common stock or if the shares underlying such award (or a portion of such award) that are surrendered or withheld in payment of the award’s exercise or purchase price or in satisfaction of tax withholding obligations with respect to an award would be deemed not to have been issued for purposes of determining the maximum number of shares of our common stock that may be issued under the 2023 Stock Incentive Plan had such award been an award granted under the 2023 Stock Incentive Plan. The 2023 Stock Incentive Plan has a ten-year term. Awards under the 2023 Stock Incentive Plan reduce the number of shares available for future issuance. Cancellations and forfeitures of awards previously granted under the Plans increase the number of shares available for future issuance. Shares issued as a result of award exercises under the 2023 Stock Incentive Plan will be funded with the issuance of new shares. As of January 31, 2026, a total of 2,046,492 shares were available for future issuance under the 2023 Stock Incentive Plan. Stock Options Under the Plans Stock option activity was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ WEIGHTED-AVERAGE ​ ​ OPTIONS ​ EXERCISE PRICE Outstanding—February 1, 2025 3,652,114 ​ $ 212.65 Granted 369,750 ​ ​ 178.08 Exercised ( 82,896 ) ​ ​ 62.12 Cancelled ( 200,495 ) ​ ​ 249.76 Outstanding—January 31, 2026 3,738,473 ​ $ 210.58 ​ The fair value of stock options granted was estimated on the date of grant using the following weighted-average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​YEAR ENDED ​ ​ ​ ​ JANUARY 31, ​ ​ ​ FEBRUARY 1, ​ ​ ​ FEBRUARY 3, ​ ​ 2026 ​ 2025 ​ 2024 Expected volatility 70.7 % 56.8 % 54.3 % Expected life (years) 6.9 7.2 7.3 Risk-free interest rate 4.3 % 4.5 % 3.9 % Dividend yield — — — ​ ​ Additional information about stock options was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​YEAR ENDED ​ ​ ​ ​ JANUARY 31, ​ ​ ​ FEBRUARY 1, ​ ​ ​ FEBRUARY 3, ​ ​ 2026 ​ 2025 ​ 2024 ​ ​ (in thousands, except per share amounts) Weighted-average fair value per share of stock options granted ​ $ 123.25 ​ $ 172.87 ​ $ 160.57 Aggregate intrinsic value of stock options exercised ​ 12,735 ​ 90,058 ​ 34,556 Fair value of stock options vested ​ 34,155 ​ 27,063 ​ 19,113 ​ ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 107 ​ Table of Contents Information about stock options outstanding, vested or expected to vest, and exercisable as of January 31, 2026 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OPTIONS OUTSTANDING ​ OPTIONS EXERCISABLE ​ ​ ​ ​ ​ ​ ​ ​ WEIGHTED- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AVERAGE ​ WEIGHTED- ​ ​ ​ WEIGHTED- ​ ​ ​ ​ REMAINING ​ AVERAGE ​ ​ ​ AVERAGE ​ ​ NUMBER OF ​ CONTRACTUAL LIFE ​ EXERCISE ​ NUMBER OF ​ EXERCISE RANGE OF EXERCISE PRICES ​ OPTIONS ​ (in years) ​ PRICE ​ OPTIONS ​ PRICE $ 25.39 — $ 44.52 87,943 ​ 0.3 ​ $ 35.34 ​ 87,943 ​ $ 35.34 $ 50.00 — $ 50.00 1,000,000 ​ 1.3 ​ ​ 50.00 ​ 1,000,000 ​ ​ 50.00 $ 90.50 — $ 154.82 ​ 546,215 ​ 3.5 ​ ​ 134.34 ​ 380,975 ​ ​ 130.14 $ 157.77 — $ 264.27 632,040 ​ 8.0 ​ ​ 212.33 ​ 96,136 ​ ​ 230.95 $ 265.83 — $ 331.54 ​ 624,075 ​ 7.2 ​ ​ 286.20 ​ 154,821 ​ ​ 305.96 $ 339.50 — $ 352.66 ​ 29,000 ​ 7.4 ​ ​ 346.39 ​ 6,900 ​ ​ 348.34 $ 385.30 — $ 713.52 ​ 819,200 ​ 4.9 ​ ​ 412.48 ​ 745,303 ​ ​ 398.95 Total 3,738,473 ​ ​ $ 210.58 2,472,078 ​ $ 190.93 Vested or expected to vest 3,496,800 ​ ​ $ 207.60 ​ ​ ​ ​ Options outstanding, vested or expected to vest, and exercisable as of January 31, 2026 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ WEIGHTED- ​ WEIGHTED- ​ AGGREGATE ​ ​ ​ ​ AVERAGE ​ AVERAGE ​ INTRINSIC ​ ​ ​ ​ EXERCISE ​ REMAINING TERM ​ VALUE ​ ​ ​ SHARES ​ ​ ​ PRICE ​ ​ ​ (in years) ​ ​ ​ (in thousands) Options outstanding ​ ​ 3,738,473 ​ $ 210.58 ​ ​ 4.5 ​ $ 208,324 Options vested or expected to vest ​ ​ 3,496,800 ​ ​ 207.60 ​ ​ 4.3 ​ ​ 205,991 Options exercisable ​ ​ 2,472,078 ​ ​ 190.93 ​ ​ 3.0 ​ ​ 190,232 ​ Stock-based compensation expense related to stock options, which is included in selling, general and administrative expenses on the consolidated statements of income, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ ​ ​ 2026 ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Stock-based compensation expense (1) ​ $ 38,263 ​ $ 40,516 ​ $ 36,509 (1) On October 18, 2020, our Board of Directors granted our Chairman and Chief Executive Officer, Gary Friedman, an option to purchase 700,000 shares of our common stock with an exercise price equal to $ 385.30 per share under the Stock Incentive Plan. The option resulted in aggregate non-cash stock compensation expense of $ 174 million, of which, $ 0.9 million, $ 4.5 million and $ 9.6 million was recognized in fiscal 2025, fiscal 2024 and fiscal 2023, respectively, related to Mr. Friedman’s option. Compensation expense for this award was fully recognized as of fiscal 2025. ​ No stock-based compensation cost has been capitalized in the accompanying consolidated financial statements. ​ ​ ​ 108 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents As of January 31, 2026, the total unrecognized compensation expense and weighted-average remaining term of unvested awards were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ UNRECOGNIZED ​ WEIGHTED- ​ ​ STOCK BASED ​ AVERAGE ​ ​ COMPENSATION ​ REMAINING TERM ​ ​ (in thousands) ​ (in years) Unvested options ​ $ 119,524 ​ ​ 4.4 Unvested restricted stock and restricted stock units ​ ​ 6,026 ​ ​ 1.7 Total ​ $ 125,550 ​ ​ ​ ​ Restricted Stock Awards Under the Plans We grant restricted stock awards, which include restricted stock and restricted stock units, to our employees and members of our Board of Directors. Restricted stock award activity was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ WEIGHTED- ​ ​ ​ ​ ​ ​ ​ ​ ​ AVERAGE ​ INTRINSIC ​ ​ ​ ​ GRANT DATE FAIR ​ VALUE ​ ​ AWARDS ​ VALUE ​ (in thousands) Outstanding—February 1, 2025 11,220 ​ $ 433.56 ​ ​ Granted 24,690 ​ ​ 183.38 ​ ​ Released ( 14,110 ) ​ ​ 262.85 ​ ​ Cancelled ( 1,200 ) ​ ​ 401.25 ​ ​ Outstanding—January 31, 2026 20,600 ​ $ 252.51 ​ $ 4,096 ​ Additional information about restricted stock awards was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ ​ ​ JANUARY 31, ​ ​ ​ FEBRUARY 1, ​ ​ ​ FEBRUARY 3, ​ ​ 2026 ​ 2025 ​ 2024 Weighted-average fair value per share of awards granted ​ $ 183.38 ​ $ 301.31 ​ $ 322.24 Grant date fair value of awards released (in thousands) ​ 3,709 ​ 6,630 ​ 2,846 ​ Stock-based compensation expense related to restricted stock awards, which is included in selling, general and administrative expenses on the consolidated statements of income, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ ​ ​ 2026 ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Stock-based compensation expense ​ $ 5,619 ​ $ 3,669 ​ $ 2,874 ​ ​ NOTE 17—EMPLOYEE BENEFIT PLANS We have a 401(k) plan for our employees who meet certain service and age requirements. Participants may contribute up to 50 % of their salaries limited to the maximum allowed by the Internal Revenue Service regulations. We, at our discretion, may contribute funds to the 401(k) plan. We made no contributions to the 401(k) plan during fiscal 2025, fiscal 2024 or fiscal 2023. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 109 ​ Table of Contents NOTE 18—COMMITMENTS AND CONTINGENCIES Commitments We had no material off-balance sheet commitments as of January 31, 2026. Contingencies We are subject to contingencies, including in connection with lawsuits, claims, investigations and other legal proceedings incident to the ordinary course of our business. These disputes are increasing in number as we expand our business and provide new product and service offerings, such as restaurants and hospitality, and as we enter new markets and legal jurisdictions and face increased complexity related to compliance and regulatory requirements. In addition, we are subject to governmental and regulatory examinations, information requests, and investigations from time to time at the state and federal levels. We currently face certain legal proceedings that involve complex litigation, including class action cases, matters related to our employment practices, the application of state wage-and-hour laws, product liability and other causes of action. We have faced similar litigation in the past. Due to the inherent difficulty of predicting the course of complex legal actions, including class-action allegations, such as the eventual scope, duration or outcome, we may be unable to estimate the amount or range of any potential loss that could result from an unfavorable outcome arising from such matters. Our assessment of these legal proceedings, as well as other lawsuits, could change based upon the discovery of facts that are not presently known or developments during the course of the litigation. We have settled certain class action and other cases but continue to defend a variety of legal actions and our estimates of our exposure in such cases may evolve over time. Accordingly, the ultimate costs to resolve litigation, including class action cases, may be substantially higher or lower than our estimates. With respect to such contingencies, we review the need for any loss contingency reserves and establish reserves when, in the opinion of our senior leadership team, it is probable that a matter would result in liability, and the amount of loss, if any, can be reasonably estimated. Loss contingencies determined to be probable and estimable are recorded in accounts payable and accrued expenses on the consolidated balance sheets (refer to Note 9— Accounts Payable, Accrued Expenses and Other Current Liabilities ). These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to each matter. In view of the inherent difficulty of predicting the outcome of certain matters, particularly in cases in which claimants seek substantial or indeterminate damages, it may not be possible to determine whether a liability has been incurred or to reasonably estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no reserve is established until that time. When and to the extent that we do establish a reserve, there can be no assurance that any such recorded liability for estimated losses will be for the appropriate amount, and actual losses could be higher or lower than what we accrue from time to time. Although we believe that the ultimate resolution of our current legal proceedings will not have a material adverse effect on the consolidated financial statements, the outcome of legal matters is subject to inherent uncertainty. Although we are self-insured or maintain deductibles in the United States for workers’ compensation, general liability and product liability up to predetermined amounts, above which third-party insurance applies, depending on the facts and circumstances of the underlying claims, coverage under these or other of our insurance policies may not be available. We may elect not to renew certain insurance coverage or renewal of coverage may not be available or may be prohibitively expensive. Even if we believe coverage does apply under our insurance programs, our insurance carriers may dispute coverage based on the underlying facts and circumstances. The outcome of any contingencies, including lawsuits, claims, investigations and other legal proceedings, could result in unexpected expenses and liability that could adversely affect our operations. In addition, any legal proceedings in which we are involved or claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of our senior leadership team’s time, result in the diversion of significant operational resources, and require changes to our business operations, policies and practices. Legal costs related to such matters are expensed as incurred. ​ ​ ​ 110 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents NOTE 19—SEGMENT REPORTING We define reportable and operating segments on the same basis that we use to evaluate our performance internally by the chief operating decision maker (“CODM”), which we have determined is our Chief Executive Officer. We have three operating segments: RH Segment, Waterworks and Real Estate. The RH Segment and Waterworks operating segments (the “retail operating segments”) include all sales channels accessed by our customers, including sales through retail locations and outlets, including hospitality, websites, Sourcebooks, and the Trade and Contract channels. The Real Estate segment represents operations associated with certain of our equity method investments and consolidated VIEs that have operations not directly related to the activities of the retail operating segments. The retail operating segments are strategic business units that offer products for the home furnishings customer. While RH Segment and Waterworks have a shared senior leadership team and customer base, we have determined that their results cannot be aggregated as they do not share similar economic characteristics, as well as due to other quantitative factors. Segment Information The CODM uses segment adjusted operating income to evaluate segment profitability for the retail operating segments and to allocate resources and analyze variances of actual performance to our forecasts when making decisions. Operating income is defined as net income before interest expense—net, other (income) expense—net, income tax expense and our share of equity method investments net (income) loss. Segment adjusted operating income excludes (i) certain asset impairments, (ii) product recall, (iii) severance costs associated with reorganizations, (iv) non-cash compensation amortization related to an option grant made to Mr. Friedman in October 2020, (v) contract termination settlement—net and (vi) legal settlements—net. These items are excluded from segment adjusted operating income in order to provide better transparency of segment operating results. Accordingly, these items are not presented by segment because they are excluded from the segment profitability measure that the CODM and our senior leadership team review. ​ ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 111 ​ Table of Contents Segment net revenues, which represent our disaggregated net revenues in accordance with ASC 606, significant segment expenses and segment adjusted operating income, by reportable segment, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ RH SEGMENT ​ WATERWORKS ​ TOTAL (1) ​ RH SEGMENT ​ WATERWORKS ​ TOTAL (1) ​ RH SEGMENT ​ WATERWORKS ​ TOTAL (1) ​ ​ (in thousands) Net revenues ​ $ 3,241,389 ​ $ 198,147 ​ $ 3,439,536 ​ $ 2,987,818 ​ $ 192,935 ​ $ 3,180,753 ​ $ 2,835,617 ​ $ 193,509 ​ $ 3,029,126 Cost of goods sold ​ ​ 1,830,472 ​ ​ 93,307 ​ ​ 1,923,779 ​ ​ 1,674,644 ​ ​ 91,177 ​ ​ 1,765,821 ​ ​ 1,549,510 ​ ​ 90,597 ​ ​ 1,640,107 Advertising expense ​ ​ 102,652 ​ ​ 3,012 ​ ​ 105,664 ​ ​ 119,238 ​ ​ 3,243 ​ ​ 122,481 ​ ​ 103,690 ​ ​ 3,210 ​ ​ 106,900 Other segment expenses (2) ​ ​ 938,714 ​ ​ 79,892 ​ ​ 1,018,606 ​ ​ 857,742 ​ ​ 76,471 ​ ​ 934,213 ​ ​ 812,959 ​ ​ 75,373 ​ ​ 888,332 Segment adjusted operating income (1) ​ $ 369,551 ​ $ 21,936 ​ $ 391,487 ​ $ 336,194 ​ $ 22,044 ​ $ 358,238 ​ $ 369,458 ​ $ 24,329 ​ $ 393,787 Asset impairments ​ ​ ​ ​ ​ ​ ​ 3,597 ​ ​ ​ ​ ​ ​ ​ 36,071 ​ ​ ​ ​ ​ ​ ​ 3,531 Product recall ​ ​ ​ ​ ​ ​ ​ 1,913 ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ( 1,576 ) Reorganization related costs ​ ​ ​ ​ ​ ​ ​ ​ 1,233 ​ ​ ​ ​ ​ ​ ​ ​ 4,423 ​ ​ ​ ​ ​ ​ ​ ​ 7,621 Non-cash compensation ​ ​ ​ ​ ​ ​ ​ ​ 851 ​ ​ ​ ​ ​ ​ ​ ​ 4,532 ​ ​ ​ ​ ​ ​ ​ ​ 9,640 Contract termination settlement—net ​ ​ ​ ​ ​ ​ ​ ​ ( 3,375 ) ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ — Legal settlements—net ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ( 9,375 ) ​ ​ ​ ​ ​ ​ ​ ​ 8,500 Operating income ​ ​ ​ ​ ​ ​ ​ 387,268 ​ ​ ​ ​ ​ ​ ​ 322,587 ​ ​ ​ ​ ​ ​ ​ 366,071 Interest expense—net ​ ​ ​ ​ ​ ​ ​ 225,378 ​ ​ ​ ​ ​ ​ ​ 230,601 ​ ​ ​ ​ ​ ​ ​ 198,296 Other (income) expense—net ​ ​ ​ ​ ​ ​ ​ ​ ( 5,048 ) ​ ​ ​ ​ ​ ​ ​ ​ 3,395 ​ ​ ​ ​ ​ ​ ​ ​ 1,078 Income before taxes and equity method investments ​ ​ ​ ​ ​ ​ ​ $ 166,938 ​ ​ ​ ​ ​ ​ ​ $ 88,591 ​ ​ ​ ​ ​ ​ ​ $ 166,697 ​ (1) All intercompany transactions are not material and have been eliminated. (2) Other segment expenses primarily include compensation and occupancy costs classified as selling, general and administrative expenses, and other general and administrative expenses . ​ ​ ​ ​ ​ 112 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents The Real Estate segment share of equity method investments operations, which is the measure of segment profitability reviewed by the CODM to evaluate performance internally for the Real Estate segment, was income of $ 4.3 million in fiscal 2025 and loss of $ 11 million in both fiscal 2024 and fiscal 2023. The share of (income) loss from equity method investments for the Waterworks segment was immaterial in all fiscal periods presented. Depreciation and amortization for our segments was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) RH Segment ​ $ 142,644 ​ $ 124,156 ​ $ 113,695 Waterworks ​ ​ 5,856 ​ ​ 6,035 ​ ​ 5,294 Real Estate (1) ​ ​ — ​ ​ — ​ ​ — Total depreciation and amortization $ 148,500 $ 130,191 $ 118,989 (1) There is no depreciation and amortization for the Real Estate segment since all assets represent construction in progress. Balance sheet information for our segments consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TRADENAMES, ​ ​ ​ ​ ​ ​ ​ ​ ​ TRADEMARKS AND ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER INTANGIBLE ​ EQUITY METHOD ​ TOTAL ​ ​ GOODWILL (1) ​ ASSETS (2) ​ INVESTMENTS ​ ASSETS ​ ​ (in thousands) February 1, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RH Segment ​ $ 140,943 ​ $ 59,118 ​ $ — ​ $ 4,228,829 Waterworks ​ ​ — ​ ​ 17,000 ​ ​ 3,276 ​ ​ 165,442 Real Estate ​ — ​ — ​ 123,633 ​ 160,418 Total ​ $ 140,943 ​ $ 76,118 ​ $ 126,909 ​ $ 4,554,689 January 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RH Segment ​ $ 144,239 ​ $ 62,777 ​ $ — ​ $ 4,499,349 Waterworks ​ ​ — ​ ​ 17,000 ​ ​ 4,363 ​ ​ 184,203 Real Estate ​ ​ — ​ ​ — ​ ​ 115,391 ​ ​ 152,158 Total ​ $ 144,239 ​ $ 79,777 ​ $ 119,754 ​ $ 4,835,710 (1) The Waterworks reporting unit goodwill of $ 51 million recognized upon acquisition in fiscal 2016 was fully impaired as of fiscal 2018. (2) The Waterworks reporting unit tradename is presented net of an impairment charge of $ 35 million recognized in prior fiscal years. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 113 ​ Table of Contents We are domiciled in the United States and primarily operate our retail locations and outlets in the United States. As of January 31, 2026, we operated the following number of retail locations and outlets outside the United States: ​ ​ ​ ​ ​ COUNT Canada ​ 6 United Kingdom ​ 3 Germany ​ 2 Belgium ​ 1 France ​ 1 Spain ​ 1 Total (1) ​ 14 (1) Geographic revenues generated outside of the United States did not exceed 10% of total consolidated net revenues in any fiscal period presented. Long-lived assets by geographic location were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ ​ ​ 2026 ​ ​ 2025 ​ ​ ​ (in thousands) North America ​ ​ $ 2,700,339 ​ $ 2,514,275 All other countries ​ ​ 619,424 ​ 365,678 Total long-lived assets (1) ​ ​ $ 3,319,763 ​ $ 2,879,953 ​ (1) As of January 31, 2026 and February 1, 2025, includes $ 128 million and $ 148 million, respectively, of deferred tax assets, substantially all of which are related to North America. ​ NOTE 20—SUBSEQUENT EVENTS In February 2026, we entered into a settlement agreement to resolve litigation pertaining to credit card interchange fees in which we received approximately $ 30 million, net of legal costs, in March 2026. We expect to recognize this settlement as a gain within selling, general and administrative expenses on the consolidated statements of income in the first quarter of fiscal 2026. In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the International Emergency Economic Powers Act (the “incremental tariffs”). Subsequently, new tariffs were imposed pursuant to alternative statutory authority and are scheduled to expire after 150 days absent Congressional authorization. Given the evolving trade policy environment, we continue to monitor the impact of these actions on our operations and consolidated financial statements, including our ability to recover incremental tariffs that we have paid. ​ 114 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.