What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-09-10 compared with 2026-06-11 · 227 added, 161 removed, 460 unchanged (46% of the section changed)

30 unchanged sentences

Stockholders’ equity

Preferred stock—$ 0.0001 par value per share, 10,000,000 shares authorized, no shares issued or outstanding as of May 2, 2026 and January 31, 2026

Common stock— $ 0.0001 par value per share, 180,000,000 shares authorized, 18,900,769 shares issued and outstanding as of May 2, 2026;

Preferred stock—$ 0.0001 par value per share, 10,000,000 shares authorized, no shares issued or outstanding as of August 1, 2026 and January 31, 2026

Common stock— $ 0.0001 par value per share, 180,000,000 shares authorized, 18,931,251 shares issued and outstanding as of August 1, 2026;

18,818,976 shares issued and outstanding as of January 31, 2026

6 unchanged sentences

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 3

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

2026 SECOND QUARTER FORM 10-Q | 3

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED

SIX MONTHS ENDED

(in thousands, except share and per share amounts)

4 unchanged sentences

Interest expense—net

Other (income) expense—net

Other income—net

Total other expenses

Income (loss) before income taxes and equity method investments

Income tax expense (benefit)

Loss before equity method investments

Income before taxes and equity method investments

Income tax expense

Income before equity method investments

Share of equity method investments net (income) loss

Net income (loss)

Weighted-average shares used in computing basic net income (loss) per share

Basic net income (loss) per share

Weighted-average shares used in computing diluted net income (loss) per share

Diluted net income (loss) per share

Weighted-average shares used in computing basic net income per share

Basic net income per share

Weighted-average shares used in computing diluted net income per share

Diluted net income per share

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

4 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 4

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED

SIX MONTHS ENDED

(in thousands)

Net income (loss)

Net gain (loss) from foreign currency translation

Comprehensive income (loss)

Comprehensive income

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 5

2026 SECOND QUARTER FORM 10-Q | 5

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

5 unchanged sentences

(in thousands, except share amounts)

Balances—May 2, 2026

Stock-based compensation

Issuance of restricted stock

Exercise of stock options

Net loss from foreign currency translation

Balances—August 1, 2026

Balances—May 3, 2025

Stock-based compensation

Issuance of restricted stock

Exercise of stock options

Net gain from foreign currency translation

Balances—August 2, 2025

SIX MONTHS ENDED

COMPREHENSIVE

STOCKHOLDERS’

INCOME (LOSS)

EQUITY (DEFICIT)

(in thousands, except share amounts)

Balances—January 31, 2026

4 unchanged sentences

Net loss from foreign currency translation

Balances—May 2, 2026

Balances—August 1, 2026

Balances—February 1, 2025

Stock-based compensation

Issuance of restricted stock

Vested and delivered restricted stock units

1 unchanged sentence

Net gain from foreign currency translation

Balances—May 3, 2025

Balances—August 2, 2025

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

6 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED

SIX MONTHS ENDED

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

1 unchanged sentence

Stock-based compensation

Asset impairments

Non-cash finance lease interest expense

Share of equity method investments net (income) loss

Distribution of return on equity method investment

Product recall

Share of equity method investments net income

Loss on variable interest entities restructuring

Distribution of return on equity method investments

Other non-cash items

12 unchanged sentences

Capital expenditures

Acquisition of business

Equity method investments

1 unchanged sentence

Receipt of promissory note repayment from equity method investee

Distribution of return of equity method investment

Distribution of return of equity method investments

Proceeds from insurance recoveries

1 unchanged sentence

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 7

2026 SECOND QUARTER FORM 10-Q | 7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

THREE MONTHS ENDED

SIX MONTHS ENDED

(in thousands)

3 unchanged sentences

Repayments under term loans

Repayments under real estate loans

Debt issuance costs

Principal payments under finance lease agreements—net of tenant allowances

Proceeds from exercise of stock options

Other financing activities

Tax withholdings related to issuance of stock-based awards

Net cash used in financing activities

7 unchanged sentences

Landlord asset additions in accounts payable and accrued expenses at period-end

Property and equipment additions acquired in VIE restructuring (Note 6)

Real estate loan acquired in VIE restructuring (Note 6)

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

8 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4 unchanged sentences

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 May 2, 2026, we operated a total of 75 RH Galleries and 43 RH Outlet stores, one RH Guesthouse, one RH Interior Design Studio and 14 Waterworks Showrooms throughout the United States, Canada and Europe.

As of August 1, 2026, we operated a total of 77 RH Galleries and 44 RH Outlet stores, one RH Guesthouse, one RH Interior Design Studio and 15 Waterworks Showrooms throughout the United States, Canada and Europe.

We also have sourcing operations in Shanghai.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared from our records and, in our senior leadership team’s opinion, include all adjustments, consisting of normal recurring adjustments, necessary to fairly state our financial position as of May 2, 2026, and the results of operations for the three months ended May 2, 2026 and May 3, 2025.

The accompanying unaudited interim condensed consolidated financial statements have been prepared from our records and, in our senior leadership team’s opinion, include all adjustments, consisting of normal recurring adjustments, necessary to fairly state our financial position as of August 1, 2026, and the results of operations for the three and six months ended August 1, 2026 and August 2, 2025.

Our current fiscal year, which consists of 52 weeks, ends on January 30, 2027 (“fiscal 2026”).

6 unchanged sentences

The accounting estimates and other matters we have assessed include, but were not limited to, sales return reserve, inventory reserve, allowance for doubtful accounts, goodwill, and intangible and other long-lived assets.

Our current assessment of these estimates is included in the condensed consolidated financial statements as of and for the three months ended May 2, 2026.

Our current assessment of these estimates is included in the condensed consolidated financial statements as of and for the three and six months ended August 1, 2026.

As additional information becomes available to us, our future assessment of these estimates, as well as other factors, could change and the results of any such change could materially and adversely impact the condensed consolidated financial statements in future reporting periods.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the “2025 Form 10-K”).

The results of operations for the three months ended May 2, 2026, presented herein, are not necessarily indicative of the results to be expected for the full fiscal year.

The results of operations for the three and six months ended August 1, 2026, presented herein, are not necessarily indicative of the results to be expected for the full fiscal year.

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 9

2026 SECOND QUARTER FORM 10-Q | 9

NOTE 2—RECENTLY ISSUED ACCOUNTING STANDARDS

13 unchanged sentences

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.

The guidance is required to be adopted on either a prospective or retrospective basis and early adoption is permitted.

We are currently assessing the impact that adopting this ASU will have on our condensed consolidated financial statements.

13 unchanged sentences

We expect to comply with the amendments in this ASU beginning on the effective date.

10 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 10

NOTE 3—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 Accounting Standards Codification (“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 the three and six months ended August 2, 2025, we incurred $ 1.5 million and $ 2.2 million, respectively, 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 condensed consolidated statements of income.

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:

(in thousands)

Merchandise inventories

Property and equipment

Operating lease right-of-use assets

Deferred revenue and customer deposits

Operating lease liabilities

Other liabilities

(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 condensed 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 condensed consolidated financial statements for all periods presented and would not have been material had the acquisition occurred at the beginning of fiscal 2025.

FINANCIAL INFORMATION

2026 SECOND QUARTER FORM 10-Q | 11

NOTE 4—PREPAID EXPENSE AND OTHER ASSETS

1 unchanged sentence

(in thousands)

Value added tax (VAT) receivable

Current portion of value added tax (VAT) receivable

Prepaid expenses

Vendor deposits

Capitalized catalog costs

Federal and state tax receivable

Vendor deposits

Current portion of capitalized cloud computing costs

Right of return asset for merchandise

Tenant allowance receivable

Right of return asset for merchandise

Federal and state tax receivable

Promissory note receivable, including interest (1)

1 unchanged sentence

Total prepaid expense and other current assets

(1) Represents a promissory note, including principal and accrued interest, due from an affiliate of the managing member of the Aspen LLCs.

(1) Represents promissory note, including principal and accrued interest, due from an affiliate of the managing member of the Aspen LLCs.

Refer to Note 6— Variable Interest Entities .

1 unchanged sentence

(in thousands)

Landlord assets under construction—net of tenant allowances

Initial direct costs prior to lease commencement

Capitalized cloud computing costs—net (1)

Landlord assets under construction—net of tenant allowances

Value added tax (VAT) receivable

Other deposits

Initial direct costs prior to lease commencement

Vendor deposits—non-current

2 unchanged sentences

Total other non-current assets

(1) Presented net of accumulated amortization of $ 47 million and $ 43 million as of May 2, 2026 and January 31, 2026, respectively.

(1) Presented net of accumulated amortization of $ 51 million and $ 43 million as of August 1, 2026 and January 31, 2026, respectively.

12 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 11

NOTE 5—GOODWILL, TRADENAMES, TRADEMARKS AND OTHER INTANGIBLE ASSETS

7 unchanged sentences

Foreign currency translation

August 1, 2026

(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 amortization of patents.

(3) Represents amortization of patents and disposals.

There are no goodwill, tradenames, trademarks and other intangible assets for the Real Estate segment.

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 12

NOTE 6—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 developer 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 fiscal 2024, one Member LLC became a wholly owned subsidiary and is no longer a VIE.

As of May 2, 2026 and 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 developer.

In one Member LLC, we hold approximately 75 percent membership interest with the remaining noncontrolling interest of approximately 25 percent held by the same developer.

The carrying amounts and classification of the VIEs’ assets and liabilities included in the condensed consolidated balance sheets were as follows:

(in thousands)

Cash and cash equivalents

Prepaid expense and other current assets

Total current assets

Property and equipment—net (1)

Other non-current assets

Accounts payable and accrued expenses

Other current liabilities

Total current liabilities

Real estate loan—net (2)

Other non-current liabilities

Total liabilities

(1) Includes $ 21 million of construction in progress as of both May 2, 2026 and January 31, 2026.

(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.

Restructuring

As part of a May 2026 restructuring of the Aspen LLCs (defined below) (the “May 2026 Aspen LLC Restructuring”), we received a $ 50 million cash distribution related to our membership interests in the Aspen LLCs in connection with a series of transactions whereby ownership of certain real estate property companies held by the Aspen LLCs were transferred to entities wholly-owned by the managing member of the Aspen LLCs and ownership of one property company, which also owns the property we plan to operate as an RH Guesthouse, was transferred to an entity wholly-owned by us.

Following this distribution, we repaid $ 31 million of outstanding debt secured by the RH Guesthouse property transferred to us.

Additionally, as part of the May 2026 Aspen LLC Restructuring, we received $ 10 million of deemed non-cash capital contributions in one of the Aspen LLCs.

Concurrently with these transactions, the membership interests in the seven Member LLCs (defined below) that were previously held by a third-party real estate developer affiliated with the managing member of the Aspen LLCs were fully assigned to us, and, as a result, each of such seven Member LLCs became a wholly-owned subsidiary entity.

The impacts to our condensed consolidated financial statements from these transactions are discussed below.

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 use the hypothetical liquidation at book value (“HLBV”) method to determine our proportionate share of the earnings or losses for each equity method investment.

In March 2025 one of the three Aspen LLCs sold its sole real estate property.

Subsequent to the property sale, we received $ 15 million from such Aspen LLC, which consisted of $ 2.9 million for the repayment of its outstanding promissory note to us, including accrued interest, 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.

FINANCIAL INFORMATION

2026 SECOND QUARTER FORM 10-Q | 13

In connection with the May 2026 Aspen LLC Restructuring, we recognized income of $ 20 million under the HLBV method for the three and six months ended August 1, 2026, which is included in share of equity method investments net (income) loss on the condensed consolidated statements of income.

Additionally, upon obtaining control of the company that owns the property planned for the RH Guesthouse Aspen, we acquired its net assets and settled our preexisting lease under which we had been the lessee before the May 2026 Aspen LLC Restructuring.

These transactions resulted in a non-cash loss of $ 11 million, which is comprised of (i) the assumption of outstanding debt on the real estate property transferred to us of $ 31 million, (ii) a decrease in other non-current assets of $ 22 million to eliminate previously capitalized lease-related initial direct costs and prepaid rent prior to commencement, (iii) a reduction of our equity method investment of $ 17 million related to the property company distribution, (iv) a decrease in property and equipment of approximately $ 2 million to eliminate previously capitalized leasehold improvements and (v) an increase to property and equipment of $ 61 million to recognize the acquisition of land and building assets at fair value.

The non-cash loss of $ 11 million recognized during the three and six months ended August 1, 2026 is included in selling, general and administrative expenses on the condensed consolidated statements of income and reflected within cash flows from operating activities on the condensed consolidated statements of cash flows for the six months ended August 1, 2026.

The cash distribution of $ 50 million in connection with the May 2026 Aspen LLC Restructuring represented a return of our contributed capital of $ 42 million and a return on investment of $ 8.1 million.

The $ 31 million repayment of the acquired real estate loan is included in repayments under real estate loans within cash flows from financing activities on the condensed consolidated statements of cash flows for the six months ended August 1, 2026.

We continue to account for the Aspen LLCs as equity method investments since we are not the primary beneficiary of these VIEs.

Additionally, Waterworks has membership interests in two European entities that are equity method investments.

Our maximum exposure to loss as of August 1, 2026 is the carrying value of our equity method investments.

Additionally, we are the lessee for one lease arrangement within an Aspen LLC, which commenced as of January 31, 2026.

Refer to Note 8 — Leases .

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”) with a third-party real estate development partner (the “development partner”) affiliated with the managing member of the Aspen LLCs (as defined below under “Equity Method Investments”) for real estate development activities related to our Gallery transformation and global expansion strategies.

In fiscal 2024, one Member LLC became a wholly-owned subsidiary and accordingly is no longer considered a Member LLC.

Concurrently with the May 2026 Aspen LLC Restructuring, the seven remaining Member LLCs became wholly-owned subsidiaries as the membership interests in the Member LLCs that were previously held by a third-party real estate developer were withdrawn, which had an immaterial effect on the condensed consolidated financial statements for the three and six months ended August 1, 2026.

Accordingly, there are no noncontrolling interest holders in any of the Member LLCs as of August 1, 2026 and we continue to consolidate these subsidiaries following the transactions described under “Restructuring .”

14 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 13

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, 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.

Other than as described above, we did not receive any distributions or have any undistributed earnings of equity method investments during the three months ended May 2, 2026 and May 3, 2025.

Our maximum exposure to loss is the carrying value of each of the equity method investments as of May 2, 2026.

NOTE 7—ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

13 unchanged sentences

(in thousands)

Current portion of term loans

Allowance for sales returns

Current portion of term loans

Finance lease liabilities

Unredeemed gift card and merchandise credit liability

Foreign tax payable

Other current liabilities

Total other current liabilities

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 14

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.

As of May 2, 2026 and January 31, 2026, we had $ 37 million and $ 31 million, respectively, of payment obligations outstanding under the Financing Program included in accounts payable and accrued expenses on the condensed consolidated balance sheets.

As of August 1, 2026 and January 31, 2026, we had $ 42 million and $ 31 million, respectively, of payment obligations outstanding under the Financing Program included in accounts payable and accrued expenses on the condensed consolidated balance sheets.

Contract Liabilities

We defer revenue associated with merchandise delivered via the home-delivery channel.

We expect that substantially all of the deferred revenue and customer deposits as of May 2, 2026 will be recognized within the next six months as the performance obligations are satisfied.

We expect that substantially all of the deferred revenue and customer deposits as of August 1, 2026 will be recognized within the next six months as the performance obligations are satisfied.

In addition, we defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards.

During the three months ended May 2, 2026 and May 3, 2025, we recognized $ 5.7 million and $ 6.5 million, respectively, of revenue related to previous deferrals related to our gift cards .

During the three months ended August 1, 2026 and August 2, 2025, we recognized $ 4.6 million and $ 5.2 million, respectively, of revenue related to previous deferrals related to our gift cards .

During the six months ended August 1, 2026 and August 2, 2025, we recognized $ 10 million and $ 12 million, respectively, of revenue related to previous deferrals related to our gift cards .

We expect that approximately 70 percent of the remaining gift card liabilities will be recognized when the gift cards are redeemed by customers.

FINANCIAL INFORMATION

2026 SECOND QUARTER FORM 10-Q | 15

Reorganization

We implemented and completed a restructuring in the second quarter of fiscal 2025 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 this initiative included the elimination of numerous leadership and other positions throughout the organization.

During the three and six months ended August 2, 2025, we incurred total charges relating to the reorganization of $ 1.2 million, consisting primarily of severance costs and related taxes, all of which was paid during fiscal 2025.

NOTE 8—LEASES

1 unchanged sentence

THREE MONTHS ENDED

SIX MONTHS ENDED

(in thousands)

6 unchanged sentences

Total lease costs—net

(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 condensed consolidated statements of income (loss) based on our accounting policy.

(2) Included in interest expense—net on the condensed consolidated statements of income (loss).

(2) Included in interest expense—net on the condensed 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 either period presented.

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, were not material in either period presented.

(4) Included in selling, general and administrative expenses on the condensed consolidated statements of income (loss).

(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 $ 3.8 million and $ 4.0 million for the three months ended August 1, 2026 and August 2, 2025, respectively, and $ 7.5 million and $ 8.1 million for the six months ended August 1, 2026 and August 2, 2025, respectively, as well as charges associated with common area maintenance of $ 3.2 million and $ 2.4 million for the three months ended August 1, 2026 and August 2, 2025, respectively, and $ 6.6 million and $ 5.5 million for the six months ended August 1, 2026 and August 2, 2025, respectively.

(4) Included in selling, general and administrative expenses on the condensed consolidated statements of income.

16 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 15

Lease right-of-use assets and lease liabilities consisted of the following:

17 unchanged sentences

Total lease liabilities

(1) Includes $ 41 million as of both May 2, 2026 and January 31, 2026 related to a future RH Design Gallery lease where the landlord is one of the Aspen LLCs.

(1) Includes $ 41 million as of both August 1, 2026 and January 31, 2026 related to a future RH Design Gallery lease where the landlord is one of the Aspen LLCs.

Refer to Note 6— Variable Interest Entities .

(2) 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.

(3) Recorded net of accumulated amortization of $ 401 million and $ 384 million as of May 2, 2026 and January 31, 2026, respectively.

(4) Includes $ 32 million and $ 33 million as of May 2, 2026 and January 31, 2026, respectively, related to an RH Design Gallery lease with a landlord that is an affiliate of the managing member of the Aspen LLCs.

(3) Includes accumulated amortization of $ 419 million and $ 384 million as of August 1, 2026 and January 31, 2026, respectively.

(4) Includes $ 32 million and $ 33 million as of August 1, 2026 and January 31, 2026, 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 6— Variable Interest Entities .

1 unchanged sentence

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 16

The maturities of lease liabilities were as follows as of May 2, 2026:

2026 SECOND QUARTER FORM 10-Q | 17

The maturities of lease liabilities were as follows as of August 1, 2026:

(in thousands)

5 unchanged sentences

(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 $ 578 million of legally binding payments under the non-cancellable term for leases signed but not yet commenced under our accounting policy as of May 2, 2026, of which $ 17 million, $ 29 million, $ 32 million, $ 34 million, $ 35 million and $ 35 million will be paid in the remainder of fiscal 2026, fiscal 2027, fiscal 2028, fiscal 2029, fiscal 2030 and fiscal 2031, respectively, and $ 396 million will be paid subsequent to fiscal 2031.

Total lease payments exclude $ 256 million of legally binding payments under the non-cancellable term for leases signed but not yet commenced under our accounting policy as of August 1, 2026, of which $ 4.0 million, $ 11 million, $ 14 million, $ 16 million, $ 17 million and $ 17 million will be paid in the remainder of fiscal 2026, fiscal 2027, fiscal 2028, fiscal 2029, fiscal 2030 and fiscal 2031, respectively, and $ 177 million will be paid subsequent to fiscal 2031.

(2) Excludes an immaterial amount of future commitments under short-term lease agreements.

1 unchanged sentence

Supplemental information related to leases consisted of the following:

THREE MONTHS ENDED

SIX MONTHS ENDED

Weighted-average remaining lease term (years)

4 unchanged sentences

Finance leases

18 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 17

Other information related to leases consisted of the following:

THREE MONTHS ENDED

SIX MONTHS ENDED

(in thousands)

10 unchanged sentences

Reclassification from other non-current assets to operating lease right-of-use assets

(1) Presented net of tenant allowances received subsequent to lease commencement of $ 1.4 million in the three months ended May 3, 2025.

No such amounts were received from landlords in the three months ended May 2, 2026.

NOTE 8—CREDIT FACILITIES

(1) Presented net of tenant allowances received subsequent to lease commencement of $ 6.2 million in the six months ended August 2, 2025.

No such amounts were received from landlords in the six months ended August 1, 2026.

(2) Right-of-use assets obtained in exchange for new operating lease liabilities exclude the impact from acquisitions of $ 4.3 million for the six months ended August 2, 2025.

Refer to Note 3— Business Combination .

NOTE 9—CREDIT FACILITIES AND REAL ESTATE LOAN

The outstanding balances under our credit facilities were as follows:

4 unchanged sentences

Total credit facilities

(1) Deferred financing fees associated with the asset based credit facility as of May 2, 2026 and January 31, 2026 were $ 3.0 million and $ 3.4 million, respectively, and are included in other non-current assets on the condensed consolidated balance sheets.

(1) Deferred financing fees associated with the asset based credit facility as of August 1, 2026 and January 31, 2026 were $ 2.7 million and $ 3.4 million, respectively, and are included in other non-current assets on the condensed consolidated balance sheets.

The deferred financing fees are amortized on a straight-line basis over the life of the revolving line of credit.

1 unchanged sentence

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.

(2) Represents the Term Loan Credit Agreement (defined below), of which outstanding amounts of $ 1,890 million and $ 1,895 million were included in term loan B—net on the condensed consolidated balance sheets as of May 2, 2026 and January 31, 2026, respectively, and $ 20 million of current maturities of long-term debt was included in other current liabilities on the condensed consolidated balance sheets as of both May 2, 2026 and January 31, 2026.

(3) Represents the outstanding balance of the Term Loan B-2 (defined below) under the Term Loan Credit Agreement, of which outstanding amounts of $ 478 million and $ 479 million were included in term loan B-2—net on the condensed consolidated balance sheets as of May 2, 2026 and January 31, 2026, respectively, and $ 5.0 million of current maturities of long-term debt was included in other current liabilities on the condensed consolidated balance sheets as of both May 2, 2026 and January 31, 2026.

(2) Represents the Term Loan Credit Agreement (defined below), of which outstanding amounts of $ 1,885 million and $ 1,895 million were included in term loan B—net on the condensed consolidated balance sheets as of August 1, 2026 and January 31, 2026, respectively, and $ 20 million of current maturities of long-term debt was included in other current liabilities on the condensed consolidated balance sheets as of both August 1, 2026 and January 31, 2026.

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 18

2026 SECOND QUARTER FORM 10-Q | 19

(3) Represents the outstanding balance of the Term Loan B-2 (defined below) under the Term Loan Credit Agreement, of which outstanding amounts of $ 476 million and $ 479 million were included in term loan B-2—net on the condensed consolidated balance sheets as of August 1, 2026 and January 31, 2026, respectively, and $ 5.0 million of current maturities of long-term debt was included in other current liabilities on the condensed consolidated balance sheets as of both August 1, 2026 and January 31, 2026.

Asset Based Credit Facility

18 unchanged sentences

The FCCR Covenant ratio is set at 1.0 and measured on a trailing twelve-month basis.

As of May 2, 2026, RHI was in compliance with the FCCR Covenant.

As of August 1, 2026, RHI was in compliance with the FCCR Covenant.

20 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

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.

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 19

As of May 2, 2026, RHI had $ 30 million in outstanding borrowings and $ 361 million of availability under the revolving line of credit, net of $ 44 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 $ 301 million as of May 2, 2026.

As of August 1, 2026, RHI had no outstanding borrowings and $ 334 million of availability under the revolving line of credit, net of $ 44 million in outstanding letters of credit.

Term Loan Credit Agreement

17 unchanged sentences

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.

FINANCIAL INFORMATION

2026 SECOND QUARTER FORM 10-Q | 21

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.

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 20

Real Estate Loan

On September 9, 2022, the property company owned by a Member LLC, as defined in Note 6— Variable Interest Entities , 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 %.

As of January 31, 2026 and August 1, 2026, the Promissory Note was secured by the assets of the property company owned by such Member LLC, which became wholly owned by us in the second quarter of fiscal 2026, and the creditor does not have recourse against RH’s general assets.

NOTE 10—FAIR VALUE MEASUREMENTS

9 unchanged sentences

The fair values of the Term Loan B and Term Loan B-2 were derived from observable bid prices (Level 1).

The fair value of the real estate loan was derived from discounted cash flows using risk-adjusted rates (Level 2).

The fair values of the real estate loan were derived from discounted cash flows using risk-adjusted rates (Level 2).

NOTE 11—INCOME TAXES

Our income tax expense (benefit) and effective tax rates were as follows:

Our income tax expense and effective tax rates were as follows:

THREE MONTHS ENDED

SIX MONTHS ENDED

(dollars in thousands)

Income tax expense (benefit)

Income tax expense

Effective tax rate

The increase in our effective tax rate for the three months ended May 2, 2026 compared to the three months ended May 3, 2025 is primarily attributable to the net loss in the current period, as well as the discrete tax impact of the favorable legal settlement associated with credit card interchange fees and net excess tax windfalls from stock-based compensation in the three months ended May 2, 2026 as compared to net tax shortfalls in the three months ended May 3, 2025.

22 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

The increase in our effective tax rate for the three months ended August 1, 2026 compared to the three months ended August 2, 2025 is primarily attributable to reporting lower net income, as well as the impact of higher net excess tax benefits from stock-based compensation in the current period as compared to the prior period.

The decrease in our effective tax rate for the six months ended August 1, 2026 compared to the six months ended August 2, 2025 is attributable to reporting lower net income in the current period as compared to the prior period.

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 and others through fiscal 2027.

The impacts of the OBBBA are reflected in our results for the quarter ended May 2, 2026.

The impacts of the OBBBA are reflected in our results for the quarter ended August 1, 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.

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 21

NOTE 11—NET INCOME (LOSS) PER SHARE

The weighted-average shares used for net income (loss) per share were as follows:

NOTE 12—NET INCOME PER SHARE

The weighted-average shares used for net income per share were as follows:

THREE MONTHS ENDED

SIX MONTHS ENDED

Weighted-average shares—basic

1 unchanged sentence

Weighted-average shares—diluted

(1) As we reported a net loss for the three months ended May 2, 2026, the weighted-average shares outstanding for basic and diluted are the same for the corresponding period.

The following number of options and restricted stock units were excluded from the calculation of diluted net income (loss) per share because their inclusion would have been anti-dilutive:

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:

THREE MONTHS ENDED

SIX MONTHS ENDED

Restricted stock units

1 unchanged sentence

We maintain two stock incentive plans, the 2012 Stock Incentive Plan and the 2023 Stock Incentive Plan (collectively, the “Plans”), that provide 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.

As of May 2, 2026, there were a total of 1,415,103 shares issuable under the 2023 Stock Incentive Plan.

As of August 1, 2026, there were a total of 1,340,682 shares issuable under the 2023 Stock Incentive Plan.

Equity Awards Under the Plans

Options outstanding, vested or expected to vest, and exercisable as of May 2, 2026 were as follows:

Options outstanding, vested or expected to vest, and exercisable as of August 1, 2026 were as follows:

REMAINING TERM

3 unchanged sentences

Options exercisable

Stock-based compensation, which is included in selling, general and administrative expenses on the condensed consolidated statements of income (loss), was as follows:

FINANCIAL INFORMATION

2026 SECOND QUARTER FORM 10-Q | 23

Stock-based compensation, which is included in selling, general and administrative expenses on the condensed consolidated statements of income, was as follows:

THREE MONTHS ENDED

SIX MONTHS ENDED

(in thousands)

Stock-based compensation

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 22

No stock-based compensation has been capitalized in the accompanying condensed consolidated financial statements.

As of May 2, 2026, the total unrecognized stock-based compensation and weighted-average remaining term of unvested awards were as follows:

As of August 1, 2026, the total unrecognized stock-based compensation and weighted-average remaining term of unvested awards were as follows:

REMAINING TERM

3 unchanged sentences

NOTE 14—COMMITMENTS AND CONTINGENCIES

We had no material off-balance sheet commitments as of May 2, 2026.

We had no material off-balance sheet commitments as of August 1, 2026.

Contingencies

8 unchanged sentences

Accordingly, the ultimate costs to resolve litigation, including class action cases, may be substantially higher or lower than our estimates.

24 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

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 condensed consolidated balance sheets (refer to Note 6— Accounts Payable, Accrued Expenses and Other Current Liabilities ).

Loss contingencies determined to be probable and estimable are included in accounts payable and accrued expenses on the condensed consolidated balance sheets (refer to Note 7— 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.

2 unchanged sentences

Although we believe that the ultimate resolution of our current legal proceedings will not have a material adverse effect on the condensed consolidated financial statements, the outcome of legal matters is subject to inherent uncertainty.

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 23

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.

6 unchanged sentences

In February 2026, we entered into a settlement agreement to resolve litigation pertaining to credit card interchange fees in which we received $ 32 million, net of legal costs, in March 2026.

We recognized this settlement as a gain within selling, general and administrative expenses on the condensed consolidated statements of income (loss) for the three months ended May 2, 2026.

We recognized this settlement as a gain within selling, general and administrative expenses on the condensed consolidated statements of income for the six months ended August 1, 2026.

In February 2026, the U.S.

2 unchanged sentences

In April 2026, the IEEPA refund process was launched at which time we filed for refunds for tariffs previously paid in an aggregate amount of $ 69 million.

We began to receive tariff refunds in the second quarter of fiscal 2026, and, to date, have received refunds of approximately $ 9 million, inclusive of interest.

Given the evolving trade policy environment and uncertainty related to the recoverability or timing of refunds we believe may be due to us, we plan to recognize such refunds once they are realized or realizable and are evaluating the impact of these actions on our condensed consolidated financial statements.

During the second quarter of fiscal 2026, we received IEEPA tariff refunds of $ 67 million, as well as related interest of $ 2.4 million.

Additionally, as of August 1, 2026 we recognized a receivable of $ 2.1 million for future refund claims that are realizable.

As a result, we recognized a $ 55 million reduction to cost of goods sold on the condensed consolidated statements of income for the three and six months ended August 1, 2026 and a $ 14 million reduction of merchandise inventories on the condensed consolidated balance sheets as of August 1, 2026.

NOTE 15—SEGMENT REPORTING

4 unchanged sentences

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.

FINANCIAL INFORMATION

2026 SECOND QUARTER FORM 10-Q | 25

The retail operating segments are strategic business units that offer products for the home furnishings customer.

2 unchanged sentences

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 (loss) before interest expense—net, other (income) expense—net, income tax expense (benefit) and our share of equity method investments net (income) loss.

Segment adjusted operating income (loss) excludes (i) legal settlement—net and (ii) non-cash compensation amortization related to an option grant made to Mr.

Friedman in October 2020, which stock-based compensation for this award was fully recognized as of the first quarter of fiscal 2025.

These items are excluded from segment adjusted operating income (loss) in order to provide better transparency of segment operating results.

Operating income is defined as net income before interest expense—net, other income—net, income tax expense and our share of equity method investments net (income) loss.

Segment adjusted operating income excludes (i) legal settlements—net, (ii) variable interest entities restructuring (refer to Note 6— Variable Interest Entities ), including professional fees associated with the restructuring, (iii) certain asset impairments, (iv) product recall, (v) severance costs associated with a reorganization and (vi) non-cash compensation amortization related to an option grant made to Mr.

Friedman in October 2020.

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.

26 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 24

Segment net revenues, which represent our disaggregated net revenues in accordance with Accounting Standards Codification 606, significant segment expenses and segment adjusted operating income (loss), by reportable segment, were as follows:

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:

THREE MONTHS ENDED

SIX MONTHS ENDED

(in thousands)

2 unchanged sentences

Other segment expenses (3)

Segment adjusted operating income (loss)

Segment adjusted operating income

Legal settlement—net

Variable interest entities restructuring

Asset impairments

Product recall

Reorganization related costs

Non-cash compensation

1 unchanged sentence

Interest expense—net

Other (income) expense—net

Income (loss) before income taxes and equity method investments

Other income—net

Income before taxes and equity method investments

(1) All intercompany transactions are not material and have been eliminated.

(2) Includes $ 51 million and $ 3.7 million of IEEPA tariff refunds in both the three and six months ended August 1, 2026 for RH Segment and Waterworks, respectively.

(3) Other segment expenses primarily include compensation and occupancy costs classified as selling, general and administrative expenses, and other general and administrative expenses.

In the three months ended May 2, 2026 and May 3, 2025, the Real Estate segment share of equity method investments, which is the measure of segment profitability reviewed by the CODM to evaluate performance internally for the Real Estate segment, was a loss of $ 0.6 million and income of $ 8.3 million, respectively.

The share of (income) loss from equity method investments for the Waterworks segment was immaterial in both fiscal periods presented.

FINANCIAL INFORMATION

2026 SECOND QUARTER FORM 10-Q | 27

In the three months ended August 1, 2026 and August 2, 2025, 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 $ 18 million and a loss of $ 1.7 million, respectively.

In the six months ended August 1, 2026 and August 2, 2025, the Real Estate segment share of equity method investments operations was income of $ 17 million and $ 6.5 million, respectively.

The share of income from equity method investments for the Waterworks segment was immaterial in all fiscal periods presented.

Depreciation and amortization for our segments was as follows:

THREE MONTHS ENDED

SIX MONTHS ENDED

(in thousands)

2 unchanged sentences

(1) There is no depreciation and amortization for the Real Estate segment since all assets represent construction in progress.

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 25

Balance sheet information for our segments consisted of the following:

4 unchanged sentences

January 31, 2026

August 1, 2026

(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.

28 | 2026 SECOND QUARTER FORM 10-Q

FINANCIAL INFORMATION

We are domiciled in the United States and primarily operate our retail locations and outlets in the United States.

As of May 2, 2026, we operated the following number of retail locations and outlets outside the United States:

As of August 1, 2026, we operated the following number of retail locations and outlets outside the United States:

United Kingdom

(1) Geographic revenues generated outside of the United States did not exceed 10% of total consolidated net revenues in either fiscal period presented.

NOTE 15—SUBSEQUENT EVENT

In May 2026, we received a $ 50 million cash distribution related to our membership interests in the Aspen LLCs, which resulted from a series of transactions whereby ownership of certain real estate properties held by the Aspen LLCs were transferred to entities wholly owned by the managing member of the Aspen LLCs and one property, which we plan to open as an RH Guesthouse, was transferred to an entity wholly owned by us.

Following this distribution, we repaid $ 32 million of outstanding debt on the wholly owned property transferred to us.

Additionally, we received $ 10 million of deemed non-cash capital contributions in an Aspen LLC.

Concurrently with these transactions, the membership interests in the seven Member LLCs that were previously held by a third-party real estate developer affiliated with the managing member of the Aspen LLCs were withdrawn, and, as a result, we wholly own such Member LLCs.

We are evaluating the effect these transactions will have on our condensed consolidated financial statements.

FINANCIAL INFORMATION

2026 FIRST QUARTER FORM 10-Q | 26

(1) Geographic revenues generated outside of the United States did not exceed 10% of total consolidated net revenues in any fiscal period presented.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements