RH 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Dividend Policy Our common stock trades under the symbol “RH” on the NYSE. The number of stockholders of record of our common stock as of January 28, 2023 was 15. This number excludes stockholders whose stock is held in nominee or street name by brokers. No dividends have been declared or paid on our common stock. We do not currently anticipate that we will pay any cash dividends on our common stock in the foreseeable future. ​ ​ ​ ​ 34 | FORM 10-K PART II ​ Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of RH under the Securities Act of 1933, as amended, or the Exchange Act. The following graph and table compare the cumulative total stockholder return for our common stock during the five-year period ended January 28, 2023 in comparison to the NYSE Composite Index and the S&P Retailing Select Index, our peer group index. The graph and the table below assume that $100 was invested at the market close on February 2, 2018 in the common stock of RH, the NYSE Composite Index and the S&P Retailing Select Index. Data for the NYSE Composite Index and the S&P Retailing Select Index assumes reinvestments of dividends. The comparisons in the graph and table are required by the SEC and are not intended to be indicative of possible future performance of our common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FEBRUARY 2, 2018 FEBRUARY 1, 2019 JANUARY 31, 2020 JANUARY 29, 2021 JANUARY 28, 2022 JANUARY 27, 2023 RH 100.00 145.20 226.80 516.47 ​ 425.81 ​ 337.52 NYSE Composite Index 100.00 94.23 104.04 110.03 ​ 125.31 ​ 121.99 S&P Retailing Select Index 100.00 96.33 94.40 193.19 ​ 174.77 ​ 153.90 ​ ​ ​ ​ PART II FORM 10-K | 35 ​ Table of Contents Repurchases of Common Stock During the three months ended January 28, 2023, we repurchased the following shares of our common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TOTAL NUMBER OF ​ APPROXIMATE DOLLAR ​ ​ ​ ​ AVERAGE ​ SHARES REPURCHASED ​ VALUE OF SHARES THAT ​ ​ ​ ​ PURCHASE ​ AS PART OF PUBLICLY ​ MAY YET BE ​ ​ NUMBER OF ​ PRICE PER ​ ANNOUNCED PLANS ​ PURCHASED UNDER THE ​ ​ SHARES (1) ​ SHARE ​ OR PROGRAMS (2) ​ PLANS OR PROGRAMS (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ (in millions) October 30, 2022 to November 26, 2022 — ​ $ — ​ — ​ $ 2,164 November 27, 2022 to December 31, 2022 1,330,327 ​ $ 258.43 ​ 1,329,559 ​ $ 1,820 January 1, 2023 to January 28, 2023 (3) 1,262,837 ​ $ 293.08 ​ 1,262,434 ​ $ 1,450 Total 2,593,164 ​ ​ ​ ​ 2,591,993 ​ ​ (1) Includes shares withheld from delivery to satisfy exercise price and tax withholding obligations of employee recipients that occur upon the vesting of restricted stock units granted under our 2012 Stock Incentive Plan. (2) Reflects the dollar value of shares that may yet be repurchased under the Share Repurchase Program (as defined below) authorized by the Board of Directors on October 10, 2018, and replenished on March 25, 2019 and June 2, 2022. (3) Starting on January 1, 2023, share repurchases under our Share Repurchase Program are subject to a 1% excise tax imposed under the Inflation Reduction Act (“IRA”). ​ ITEM 6. [RESERVED] ​ ​ ​ ​ 36 | FORM 10-K PART II ​ Table of Contents