RH 10-K

ITEM 1. BUSINESS Overview RH (collectively, “we,” “us,” 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. Our retail business is fully integrated across our multiple channels of distribution. We position our Galleries as showrooms for our brand, while our websites and Sourcebooks act as virtual and print extensions of our physical spaces, respectively. We operate our retail locations throughout the United States and Canada as well as in the United Kingdom, Germany, Belgium and Spain and we have an integrated RH Hospitality experience in 21 of our Design Gallery locations, which includes restaurants and wine bars. Key Value-Driving Strategies In order to achieve our long-term strategies of product transformation, platform expansion and cash generation as well as drive growth across our business, we are focused on the following key strategies and business initiatives: Product Elevation . We believe we have built the most comprehensive and compelling collection of luxury home furnishings under one brand in the world. Our products are presented across multiple collections, categories and channels that we control, and we believe their desirability and exclusivity have enabled us to achieve strong revenues and margins. Our customers know our brand concepts as RH Interiors, RH Modern, RH Contemporary, RH Outdoor, RH Beach House, RH Ski House, RH Baby & Child, RH TEEN and Waterworks. Our strategy is to continue to elevate the design and quality of our product. Beginning with the mailing of our RH Interiors Sourcebook in the fall of 2023 and with additional Sourcebook mailings throughout 2024, we have introduced the most prolific collection of new products in our history. In addition, over the next few years, we plan to introduce RH Couture, RH Bespoke and RH Color. ​ Gallery Transformation . Our products are elevated and rendered more valuable by our architecturally inspiring Galleries. We believe our strategy to open new Design Galleries in every major market in North America will unlock the value of our vast assortment, generating an expected annual revenue opportunity for our business of $5 to $6 billion. We believe we can significantly increase our sales by transforming our real estate platform from our existing legacy retail footprint to a portfolio of Design Galleries sized to the potential of each market and the size of our assortment. In addition, we plan to incorporate hospitality into many of the new Design Galleries that we open in the future, which further elevates and renders our product and brand more valuable. We believe hospitality has created a unique new retail experience that cannot be replicated online, and that the addition of hospitality drives incremental sales of home furnishings in these Galleries. ​ Brand Elevation . Our strategy is to move the brand beyond curating and selling product to conceptualizing and selling spaces, by building an ecosystem of Products, Places, Services and Spaces that establishes the RH brand as a global thought leader, taste and place maker. We believe our seamlessly integrated ecosystem of immersive experiences inspires customers to dream, design, dine, travel and live in a world thoughtfully curated by RH, creating an impression and connection unlike any other brand in the world. Our hospitality efforts will continue to elevate the RH brand as we extend beyond the four walls of our Galleries into RH Guesthouses, where our goal is to create a new market for travelers seeking privacy and luxury in the $200 billion North American hotel industry. We entered this industry with the opening of the RH Guesthouse New York in September 2022 and are in the process of constructing our second RH Guesthouse in Aspen. In June 2023, we opened RH England, The Gallery at the Historic Aynho Park, a 400-year-old landmark estate representing the most inspiring and immersive physical expression of the brand to date. RH England marked the beginning of our global expansion beyond North America. Additionally, we offer bespoke experiences like RH Yountville, an integration of Food, Wine, Art & Design in the Napa Valley; RH1 & RH2, our private jets; and RH3, our luxury yacht that is available for charter in the Caribbean and Mediterranean, where the wealthy and affluent visit and vacation. These immersive experiences expose both new and existing customers to our evolving authority in architecture, interior design and landscape architecture. ​ ​ ​ ​ PART I FORM 10-K | 1 ​ Table of Contents Global Expansion. We believe that our luxury brand positioning and unique aesthetic have strong international appeal, and that pursuit of global expansion will provide RH with a substantial opportunity to build over time a projected $20 to $25 billion global brand in terms of annual revenues. Our view is that the competitive environment globally is more fragmented and primed for disruption than the North American market, and there is no direct competitor of scale that possesses the product, operational platform, and brand strength of RH. As such, we are actively pursuing the expansion of the RH brand globally, which began with the opening of RH England, RH Munich and RH Düsseldorf in 2023, followed by the opening of RH Brussels in March 2024 and RH Madrid in June 2024. We are also under construction in Paris, London and Milan in inspiring spaces that will celebrate the heritage of the historic structures and will integrate full expressions of our hospitality experiences. In addition, we plan to open RH Sydney, The Gallery in Double Bay, in Australia in the coming years. ​ Digital Reimagination . Our strategy is to digitally reimagine the RH brand and business model both internally and externally. Internally, our multiyear effort began with the reimagination of our Center of Innovation to incorporate digitally integrated visuals and decision data designed to amplify the creative process from product ideation to product presentation. Externally, our strategy comes to life digitally through The World of RH, an online portal where customers can explore and be inspired by the depth and dimension of our brand. We expect to continue to elevate the customer experience on The World of RH with further enhancements to content, navigation and search functionality. We believe an opportunity exists to create similar strategic separation online as we have with our Galleries offline, reconceptualizing what a website can and should be. We are making meaningful investments to elevate and differentiate our online experience with plans to upgrade our website throughout 2025. Products and Product Development We have positioned RH as a lifestyle brand and design authority by offering expansive merchandise assortments. We are merchants of luxury home furnishings, and our products embody our design aesthetic and reflect inspiration from across the centuries and around the globe. We have developed a proprietary product development platform that is fully integrated from ideation to presentation. Key aspects of our product development platform are: Organization —We have established a collaborative, cross-functional organization leading our product development, sourcing, merchandising, inventory and creative teams. Our product teams are focused on maximizing the sales potential of each product category across all channels, which eliminates channel conflicts and functional redundancies. Process —For many of our products, we work closely with our network of artisan partners who possess specialized product development and manufacturing capabilities and who we consider an extension of our product development team. We collaborate with our global network of specialty vendors and manufacturers to produce artisanal pieces of high quality and value on a large scale, including both distinctive original designs and reinterpretations of antiques. Facility —We have built the RH Center of Innovation, a facility that supports the entire product development process from ideation to presentation across all channels. Our proprietary organization, process and facility enhance our ability to introduce more new products with each collection. In addition, our product development platform, sourcing capabilities and significant scale enable us to reduce our product costs. Sales Channels We distribute our products through a fully integrated sales platform comprising our retail locations, including RH Galleries and Waterworks Showrooms, in addition to our websites, Sourcebooks, Trade, Contract and Outlets. We believe the level of integration among all of our channels and our approach to the market distinguish us from other retailers. We encourage our customers to shop across our channels, which complement one another, and have aligned our business and internal organization to be channel agnostic. ​ ​ ​ 2 | FORM 10-K PART I ​ Table of Contents Retail Locations As of February 1, 2025, our retail locations comprise RH Galleries, RH Interior Design Office and Waterworks Showrooms: ​ ​ ​ ​ ​ ​ ​ ​ ​ AVERAGE SELLING ​ COUNT SQUARE FOOTAGE (1) RH ​ ​ ​ ​ North America ​ ​ ​ ​ Design Galleries (2) ​ 33 ​ 34,100 Legacy Galleries ​ 27 ​ 7,500 Modern Gallery ​ 1 ​ 12,800 Baby & Child and TEEN Galleries ​ 2 ​ 3,300 Interior Design Office ​ 1 ​ 3,000 Total RH retail locations—North America ​ 64 ​ ​ Europe Design Galleries ​ 5 ​ 23,400 Total RH retail locations ​ 69 ​ ​ Waterworks Showrooms ​ 14 ​ 4,300 Total retail locations ​ 83 ​ ​ (1) Calculated based on total selling square footage divided by total locations. Selling square footage is retail space at our retail locations used to sell our products, as well as space for our restaurants and wine bars. Selling square footage excludes backrooms at retail locations used for storage, office space, food preparation, kitchen space or similar purpose as well as exterior sales space located outside a retail location, such as courtyards, gardens and rooftops. (2) We have an integrated RH Hospitality experience in 21 of our Design Galleries and in our one RH Guesthouse. ​ Our Galleries reinforce our luxury brand aesthetic and are highly differentiated from other home furnishings retailers. We have revolutionized the customer experience by showcasing products in a sophisticated lifestyle setting, consistent with the imagery and product presentation featured within our websites and Sourcebooks. Products in our Galleries are presented in fully appointed rooms, emphasizing collections over individual pieces. This presentation inspires our customers to consider purchasing a full collection of products to replicate the design aesthetic experienced in our Galleries. In addition, our employees use iPads and other devices to allow customers to shop our entire merchandise assortment while in a retail location. We believe situating our Galleries in desirable locations, such as iconic buildings and luxury retail shopping centers, is critical to the success of our business. New sites are identified based on a variety of store-specific factors, including unique architecture, geographic location, demographics, and proximity to affluent consumers. We pursue a market-based sales strategy whereby we assess each market’s overall sales potential and how best to approach the market across all of our channels. We maximize our retail location square footage, as well as Sourcebook circulation, to capitalize on each market’s sales potential and increase our return on invested capital. We believe our integrated RH hospitality experience, which includes restaurants and wine bars, has created a unique retail experience that cannot be replicated online, and that the addition of hospitality drives incremental sales of home furnishings in these Galleries. We plan to incorporate hospitality into many of the new Galleries that we open in the future. We have identified key learnings from our real estate transformation that have supported the development of a multi-tier market approach described below that we believe will optimize both market share and return on invested capital. ​ ​ ​ PART I FORM 10-K | 3 ​ Table of Contents First, we have strategically designed our Design Galleries as innovative and adaptable formats, allowing us to accelerate the introduction of our disruptive product assortments and immersive retail experiences into the market. We will continue to refine and evolve these formats based on key insights from recent openings, such as RH Palo Alto and RH Newport Beach. Most Design Galleries encompass approximately 30,000 to 50,000 square feet of selling space, seamlessly integrating our hospitality offerings while showcasing our product collections across multiple categories. These Galleries also house interior design offices and presentation rooms where our designers collaborate with clients to bring their projects to life. Second, we will continue to develop and open larger bespoke Design Galleries in the top metropolitan markets, similar to those we opened in New York, Chicago and San Francisco. These iconic locations reinforce our long-term competitive advantage and establish a market presence that we believe is difficult to replicate. We opened our first bespoke international location, RH England, The Gallery at the Historic Aynho Park, in June 2023, and we plan to further expand this concept across the U.S. and Europe. Upcoming bespoke locations include RH Paris, The Gallery on the Champs-Élysées and RH London, the Gallery in Mayfair. Third, we will continue to open smaller scale Design Galleries and bespoke Design Galleries in neighborhoods, towns and small cities where the wealthy and affluent live, visit and vacation. These locations are thoughtfully tailored to reflect the local culture and are proportionate to each market’s potential. Examples include RH Yountville and RH Montecito, along with forthcoming openings in Aspen and Manhasset. Additionally, we debuted our first Interior Design Office in Palm Desert, California, in December 2024. The pace of our Gallery openings is influenced by multiple factors, including market conditions and strategic priorities. We also continue to extend our international footprint, with agreements in place for Design Galleries in select markets outside of North America, including France, the United Kingdom, Italy and Australia. This global expansion aligns with our broader vision of establishing RH as a leading luxury lifestyle brand worldwide. ​ ​ ​ 4 | FORM 10-K PART I ​ Table of Contents Our retail location square footage metrics and activity were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ FEBRUARY 1, ​ FEBRUARY 3, ​ ​ 2025 ​ 2024 ​ ​ ​ TOTAL ​ TOTAL ​ ​ ​ ​ SELLING SQUARE ​ ​ ​ SELLING SQUARE ​ ​ COUNT ​ FOOTAGE (1) ​ COUNT ​ FOOTAGE (1) ​ ​ (square footage in thousands) Beginning of period ​ 84 ​ 1,378 81 ​ 1,286 RH Design Galleries ​ ​ ​ ​ Newport Beach ​ 1 ​ ​ 60.1 ​ — ​ ​ — Raleigh ​ 1 ​ ​ 37.6 ​ — ​ ​ — Cleveland ​ 1 ​ ​ 33.1 ​ — ​ ​ — Palo Alto ​ 1 ​ ​ 32.5 ​ — ​ ​ — Brussels ​ 1 ​ ​ 27.7 ​ — ​ ​ — Madrid ​ 1 ​ ​ 8.3 ​ — ​ ​ — Montecito ​ 1 ​ ​ 4.8 ​ — ​ ​ — England ​ — ​ ​ — ​ 1 ​ ​ 35.1 Munich ​ — ​ ​ — ​ 1 ​ ​ 26.4 Düsseldorf ​ — ​ ​ — ​ 1 ​ ​ 19.6 Indianapolis (relocation) ​ — ​ ​ — ​ — ​ ​ 7.6 RH Legacy Galleries ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plano ​ (1) ​ ​ (9.6) ​ — ​ ​ — Costa Mesa ​ (1) ​ ​ (7.9) ​ — ​ ​ — Cleveland ​ (1) ​ ​ (7.1) ​ — ​ ​ — Newport Beach ​ (1) ​ ​ (7.0) ​ — ​ ​ — Mission Viejo ​ (1) ​ ​ (6.9) ​ — ​ ​ — Santa Barbara ​ (1) ​ ​ (6.9) ​ — ​ ​ — Palo Alto ​ (1) ​ ​ (6.1) ​ — ​ ​ — Raleigh ​ (1) ​ ​ (4.7) ​ — ​ ​ — Detroit (relocation) ​ — ​ ​ — ​ — ​ ​ 1.5 Short Hills (relocation) ​ — ​ ​ — ​ — ​ ​ 0.1 RH Baby & Child and TEEN Gallery ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corte Madera ​ (1) ​ ​ (1.8) ​ — ​ ​ — RH Interior Design Office ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Palm Desert ​ 1 ​ ​ 3.0 ​ — ​ ​ — Waterworks Showroom ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Atlanta (relocation) ​ — ​ ​ — ​ — ​ ​ 2.0 End of period ​ 83 ​ 1,527 84 ​ 1,378 Total square footage at end of period (2) ​ ​ ​ ​ 2,097 ​ ​ ​ ​ 1,901 ​ ​ ​ PART I FORM 10-K | 5 ​ Table of Contents (1) Represents retail space at our retail locations used to sell our products, as well as space for our restaurants and wine bars. Excludes backrooms at retail locations used for storage, office space, food preparation, kitchen space or similar purpose, as well as exterior sales space located outside a retail location, such as courtyards, gardens and rooftops. Includes approximately 89,000 square feet as of fiscal 2024 related to three owned retail locations and approximately 56,000 square feet as of fiscal 2023 related to two owned retail locations. (2) Includes approximately 142,000 square feet as of fiscal 2024 related to three owned retail locations and approximately 100,000 square feet as of fiscal 2023 related to two owned retail locations. ​ Weighted-average square footage and selling square footage are calculated based on the number of days a retail location was opened during the period divided by the total number of days in the period, and were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ FEBRUARY 1, FEBRUARY 3, ​ ​ ​ 2025 ​ 2024 ​ ​ (in thousands) Weighted-average square footage ​ ​ ​ 2,007 ​ 1,796 Weighted-average selling square footage ​ ​ ​ 1,458 ​ ​ 1,318 In addition to the retail locations, we operate one RH Guesthouse with approximately 13,800 selling square feet. The following list shows the number of retail locations in each U.S. state and foreign country where we operate as of February 1, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LOCATION COUNT LOCATION COUNT LOCATION COUNT Alabama 1 Michigan 1 Utah 1 Arizona 2 Minnesota 1 Virginia 2 California 17 Missouri 1 Washington 1 Colorado 2 Nevada 1 District of Columbia 1 Connecticut 3 New Jersey 2 Belgium ​ 1 Florida 6 New York 4 Canada 4 Georgia 2 North Carolina 2 Germany ​ 2 Illinois 3 Ohio 3 Spain ​ 1 Indiana 1 Oklahoma 1 United Kingdom (1) 2 Kansas 1 Oregon 1 ​ ​ ​ Louisiana 1 Pennsylvania 2 ​ ​ ​ Maryland 1 Tennessee 1 ​ ​ ​ ​ Massachusetts 2 Texas 6 Total 83 (1) The United Kingdom retail locations include an RH Design Gallery and a Waterworks Showroom. We continually analyze opportunities to selectively consolidate retail locations in connection with openings of our Design Galleries or close retail locations that have been under-performing or are no longer consistent with our brand positioning. In many cases, we continue to operate a retail location until our lease has expired in order to effect the closure in a cost-efficient manner. Websites Our primary RH websites, rh.com, rhbabyandchild.rh.com and rhteen.rh.com , provide our customers with the ability to purchase RH merchandise online. Waterworks products are sold online through the waterworks.com and rh.com websites. ​ ​ ​ 6 | FORM 10-K PART I ​ Table of Contents Our websites allow our customers to experience the unique lifestyle settings reflected in our Sourcebooks and throughout our Galleries and Showrooms, and to shop all of our current product assortment. We update our websites regularly to reflect new products, product availability and occasional special offers. The RH websites also offer room-based navigation, which allows the customer to envision and shop items by room or by product, expanding on the richness of the online experience. Customers can search the websites for products by size or color, browse through our extensive product categories and see detailed information about each item and collection, such as dimensions, materials and care instructions. Additionally, customers can select swatches and view merchandise displayed with different color, finish and material options. Sourcebooks We produce a series of catalogs, which we refer to as Sourcebooks, to showcase our merchandise assortment. Our Sourcebooks include RH Interiors, RH Contemporary, RH Modern, RH Outdoor, and RH Baby & Child and TEEN. Our Sourcebooks are one of our primary branding and advertising vehicles. We have found that merchandise assortments displayed in our Sourcebooks contribute to increased sales of those products across all of our channels. As in our Galleries, our Sourcebooks present our merchandise in lifestyle settings that reflect our unique design aesthetic. Our Sourcebooks also feature profiles of select artisan vendors and other compelling editorial content regarding home décor. All creative work on our Sourcebooks is coordinated in-house in our RH Center of Innovation, providing us greater control over the brand image presented to our customers, while also reducing our Sourcebook production costs. We distribute our Sourcebooks throughout countries in which we operate. Our customers respond to the Sourcebooks across all of our channels, with sales trends closely correlating to the assortments that we emphasize and feature prominently in our Sourcebooks, Galleries and websites. Our Sourcebooks, in concert with our websites, are a cost-effective means to test new products, and allow us to launch categories in a disciplined, expeditious and cost-effective manner. We continue to evaluate and optimize our Sourcebook strategy based on our experience. We maintain a database of customer information, including information from our RH Members Program. Our customer database includes sales patterns, detailed purchasing information and certain demographic information, as well as mailing and email addresses. We mail our Sourcebooks to addresses within this database and to addresses provided to us by third parties. The database, which is maintained in accordance with our privacy policy disclosed on our website, supports our ability to analyze our customers’ buying behaviors across sales channels, facilitates the development of targeted marketing strategies, and supports prospecting new customers. We segment our customer files based on multiple variables, and we tailor our Sourcebook mailings and emails in response to the purchasing patterns and product needs of our customers. We continue to improve the segmentation of customer files and the expansion of our customer database. Trade and Contract In the Trade channel, we work directly with residential interior designers and decorators purchasing products for their clients’ residential projects. We also sell directly to consumers who make purchases with the assistance of their residential interior designer or decorator. Our Contract channel supplies products to large-scale, luxury hospitality, commercial and residential development projects globally, working directly with hotel ownership groups and brands, commercial property owners, single-family and multi-family builders and developers and their ecosystem of architecture, interior design and purchasing business partners. These channels enable us to reach new business customers and the consumers they influence. Outlet Stores Our outlet stores are branded as RH Outlet or Restoration Hardware Outlet and are typically located in outlet malls, power centers, and freestanding locations. Our outlet stores serve as a key part of our reverse logistics platform and provide an efficient means to sell primarily returned merchandise and, to a lesser extent, discontinued and overstock merchandise outside of our core sales channels. As of February 1, 2025, we operated 40 outlet stores, including one outlet location in the United Kingdom. ​ ​ ​ PART I FORM 10-K | 7 ​ Table of Contents Marketing and Advertising Our Galleries, websites and Sourcebooks are the primary branding and advertising vehicles for the RH brand. In addition, we employ a variety of marketing and advertising techniques to drive customer traffic across all our channels, strengthen and reinforce our brand image and acquire new customers. These include targeted Sourcebook circulation, email communications, promotional mailings, print advertisements, and public relations activities and events. We use our customer database to tailor our programs and increase the efficiency of our marketing and promotional initiatives. We leverage our marketing and advertising expenses across all our channels as we seek to optimize the efficiency of our investment. Additionally, we operate certain brand-elevating assets that also serve as advertising vehicles for the RH brand, including RH Guesthouse New York; RH England, The Gallery at the Historic Aynho Park; RH Yountville, an integration of Food, Wine, Art & Design in the Napa Valley; RH1 & RH2, our private jets available for charter; and RH3, our luxury yacht available for charter. The highly differentiated design aesthetic and environment of our Galleries drives customer traffic not only to our physical spaces but also to our websites. Our Sourcebooks and targeted emails further reinforce the RH brand image and drive sales across all of our channels. We also participate in a wide range of other marketing, promotional and public relations activities. These campaigns include media coverage in design, lifestyle, culture/society and specialty publications, as well as in-Gallery events related to new Gallery openings. In addition, we engage in print advertising in brand-relevant publications such as Architectural Digest, Elle Decor, T: The New York Times Style Magazine, WSJ. Magazine, Business of Home, Luxe Interiors + Design, C Magazine and others. We believe that these efforts drive increased brand awareness, leading to higher sales over time. RH Members Program The RH Members Program reimagines and simplifies the shopping experience. For an annual fee, the RH Members Program provides a set discount every day on products available on the RH platform, in addition to other benefits, including complimentary design services through the RH Interior Design program and eligibility for preferred financing plans on the RH Credit Card. The RH Members Program excludes purchases through Outlets, Trade, Contract and Hospitality, as well as directly from Waterworks. The RH Members Program allows our customers to shop for what they want, when they want, and receive the greatest value, which has resulted in orders and sales being more evenly distributed throughout the year. During fiscal 2024, our members drove approximately 98% of sales in our core RH business, and we had approximately 265,000 members at year-end. We believe our membership model enhances the customer experience, renders our brand more valuable, improves operational execution and reduces costs. Sourcing Our sourcing strategy focuses on identifying and using vendors that can provide the quality materials and fine craftsmanship that our customers expect of our brand. We work closely with vendors and manufacturers to ensure that our high standards of quality and timely delivery of merchandise are met. We seek to ensure the consistent quality of our manufacturers’ products by selectively inspecting pre-production samples, conducting periodic site visits to certain of our vendors’ production facilities and selectively inspecting inbound shipments at our distribution facilities. In fiscal 2024, we sourced 77% of our purchase dollar volume from 28 vendors, and one vendor accounted for 16% of our purchase dollar volume. Based on total dollar volume of purchases for fiscal 2024, 72% of our products were sourced from Asia, including 35% from Vietnam, 23% from China and the remainder predominantly from Indonesia and India, 18% from North America, including 10% from the United States, as well as 10% from Europe and other countries. In addition, we operate a manufacturing facility in North Carolina that produces a number of our upholstery collections. Distribution and Delivery We manage the distribution and delivery of our products through our distribution centers. We currently operate four fulfillment centers servicing RH products, which are located strategically in markets throughout the United States. We have one fulfillment center in the United States servicing Waterworks products. In addition, we have one third-party distribution center in Europe and continue to develop our supply chain strategy in connection with our global expansion. We operate portions of our home delivery services in 27 key markets to leverage operating costs and improve our customers’ delivery experience, while reducing returns and damage to our products. We offer a white glove home delivery service for our larger merchandise and furniture categories, where third-party personnel deliver smaller items to the location of our customers’ choice. We believe we have dramatically enhanced the customer experience while reducing return rates, damages and deliveries per order by enhancing the quality of our delivery providers through metric-based accountability standards. ​ ​ ​ 8 | FORM 10-K PART I ​ Table of Contents We believe our supply chain and fulfillment operations allow us to manage customer orders and distribute merchandise to our customers in an efficient and cost-effective manner, and we continue to identify opportunities to improve the delivery of our products. Competition The home furnishings sector is highly competitive. We believe that we compete primarily on the basis of the design, style and quality of our products, the breadth of our assortment of high-quality merchandise and the luxury positioning of our brand. We believe that customers respond favorably to the style and presentation of our products and that we offer consumers a substantial assortment of curated merchandise selections as part of a lifestyle experience. We continue to elevate our product assortment and create separation between our brand and that of many of our competitors. We also believe that our success depends in substantial part on our ability to originate and define product trends, as well as to timely anticipate, gauge and react to changing consumer demands. We compete with a number of home furnishings retailers, including national and regional businesses, as well as new market participants that operate predominantly online. We also compete with the interior design trade and specialty stores, as well as antiques dealers and other merchants that provide unique items and custom-designed products at higher price points. Many of our competitors seek to compete with us by offering products that are similar to our merchandise at lower price points. Certain of our competitors are larger and have greater financial, marketing and other resources than us. However, many smaller specialty retailers may lack the financial resources, infrastructure, scale and national brand identity necessary to compete effectively with us. As we continue to expand our business globally, we will face new competitors . Our People RH is guided by our vision, values and beliefs, which shape our culture, inform our decisions and drive our long-term strategy. As a vision-led organization, we are committed to our core values—People, Quality, Service, and Innovation. Our unique culture is embodied by our team members and reflected in everything we do. Our success and future growth rely on our dedication to these values, which shape every facet of our organization. ​ RH is an equal-opportunity employer committed to meritocratic hiring. Our goal is to ensure the right person is in every role across our organization. We believe that a workforce that reflects a range of skills, experiences and backgrounds aligned with our culture, values and business needs, enhances our performance. Our distinctive culture attracts highly talented individuals who share our core values. ​ Our commitment to equity is upheld through a strict non-discrimination policy governing all aspects of employment, including recruitment, hiring, training, promotion, compensation, job assignments, benefits, transfers, discipline and discharge. ​ We are committed to maintaining the highest standards to ensure the safety, health, and well-being of our team members and guests in every environment we operate. We also hold our vendors to these same principles, requiring adherence to our Product Partner Code of Conduct, which can be found on the Investor Relations section of our website at ir.rh.com under “Governance—Environmental, Social & Governance.” ​ Certain headcount data was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ FEBRUARY 1, ​ FEBRUARY 3, ​ JANUARY 28, ​ 2025 2024 2023 ​ ​ (approximate) Total team members (1) ​ 6,340 ​ 5,960 ​ 6,180 Retail and Outlet team members ​ 2,290 ​ 2,210 ​ 2,090 Hospitality team members ​ 1,880 ​ 1,520 ​ 1,580 Part-time team members ​ 650 ​ 630 ​ 720 (1) None of our team members are represented by a union, and we have had no labor-related work stoppages . ​ ​ ​ PART I FORM 10-K | 9 ​ Table of Contents Environmental, Social and Governance Our environmental , social and certain other governance efforts are implemented through our environmental, social and governance (“ESG”) programs, which are designed to align our approach to ESG issues with the interests of our people, customers and shareholders and their respective ESG concerns. Further details regarding our ESG programs can be found on the Investor Relations section of our website, located at ir.rh.com under “Governance—Environmental, Social & Governance.” Intellectual Property The “RH,” “Restoration Hardware,” “RH Interiors,” “RH Contemporary,” “RH Modern,” “RH Outdoor,” “RH Baby & Child,” “RH TEEN,” “RH Beach House,” “RH Ski House,” “RH Rugs,” “RH Guesthouse,” “The World of RH” and “Waterworks” trademarks, among others, are registered or are the subject of pending trademark applications with the United States Patent and Trademark Office and with the trademark registries of several foreign countries. Each of our trademark registrations is perpetually renewable provided that we use or continue to use the trademarks in commerce in the particular geographic market and for the goods or services covered by the registration. In addition, we own many domain names, including rh.com , restorationhardware.com , rhmodern.rh.com , rhbabyandchild.rh.com , rhteen.rh.com , rhbeachouse.com , rhskihouse.com , rhguesthouse.com , waterworks.com and others that include our trademarks. These domain names are perpetually renewable. We own design patents or pending design patent applications to protect the ornamental appearance of several of our products. These design patents are generally valid for 15 years from their date of issuance. We own copyrights, including copyright registrations or pending applications, for our websites and our Sourcebooks. We believe that our trademarks, domain names, design patents, and copyrights have significant value, and we vigorously protect them against infringement. Fluctuation in Quarterly Results Our quarterly results vary depending upon a variety of factors, including changes in our product offerings and the introduction of new merchandise assortments and categories, changes in retail locations, the timing of Sourcebook releases, and the extent of our realization of the costs and benefits of our numerous strategic initiatives, among other things. For example, we have historically experienced some seasonality in our business trends as our sales are typically higher in the second fiscal quarter, which correlates to a peak selling season for outdoor items and outdoor furniture. As a result of these factors, our working capital requirements and demands may fluctuate during the year. Unique factors in any given quarter may affect period-to-period comparisons, and the results for any quarter are not necessarily indicative of the results that we may achieve for a full fiscal year. Corporate Information The Company was formed as a Delaware corporation on August 18, 2011. On November 7, 2012, the Company completed an initial public offering. On December 15, 2016, Restoration Hardware Holdings, Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name to “RH,” effective January 1, 2017. Regulation and Legislation We are subject to numerous regulations, including labor and employment laws, customs, laws governing truth-in-advertising, consumer protection, privacy, safety, real estate, environmental and zoning and occupancy laws, and other laws and regulations that regulate retailers and govern the promotion and sale of merchandise and the operation of our retail and hospitality locations, outlets and warehouse facilities, in the United States and other international locations in which we operate presently or plan to in the future, as well as in jurisdictions from which we source our products. We believe we are in material compliance with laws applicable to our business. Where You Can Find More Information We are required to file or furnish annual, quarterly and current reports, proxy statements and other information as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission (the “SEC”). The SEC maintains a website that contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC at sec.gov . ​ ​ ​ 10 | FORM 10-K PART I ​ Table of Contents We maintain public internet sites at rh.com and restorationhardware.com and make available, free of charge, through these sites our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers, as well as any amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The charters for our Board of Directors’ Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, as well as our Code of Business Conduct, our Corporate Governance Guidelines and Code of Ethics for Chief Executive Officer and Senior Financial Officers and other related materials, including press releases and other information about financial performance, are available on our websites. We may use our websites as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The information on our websites is not part of this Annual Report. Our Investor Relations Department can be contacted at RH, 15 Koch Road, Corte Madera, California 94925, Attention: Investor Relations; telephone: 415-924-1005; e-mail: investorrelations@rh.com. ​ ​ ​ PART I FORM 10-K | 11 ​ Table of Contents