RH 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our senior leadership team, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a 15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of February 1, 2025, the end of the period covered by this report our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our senior leadership team, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Management’s Report on Internal Control over Financial Reporting Our senior leadership team is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a 15(f). Our senior leadership team conducted an assessment of our internal control over financial reporting as of February 1, 2025 based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on the assessment, our senior leadership team concluded that our internal control over financial reporting was effective as of February 1, 2025. The effectiveness of our internal control over financial reporting as of February 1, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter ended February 1, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control over Financial Reporting In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, our senior leadership team recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that our senior leadership team is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. ITEM 9B. OTHER INFORMATION Rule 10b5-1 During the three months ended February 1, 2025, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K, except as follows: On January 10, 2025 , Jack Preston , Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 2,786 shares of RH’s common stock beginning April 11, 2025. The arrangement’s expiration date is December 31, 2025 . ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 117 ​ Table of Contents On January 10, 2025 , Stefan Duban , Chief Gallery & Customer Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 20,000 shares of RH’s common stock beginning April 11, 2025. The arrangement’s expiration date is March 31, 2026 . On January 17, 2025 , Hilary Krane , Director , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 6,538 shares of RH’s common stock beginning April 18, 2025. The arrangement’s expiration date is February 28, 2026 . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. ​ ​ ​ ​ 118 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents PART III ITEM 10 . DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item will be contained in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders (the “Proxy Statement”) and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be contained in our Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item will be contained in our Proxy Statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this item will be contained in our Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item will be contained in our Proxy Statement and is incorporated herein by reference. ​ ​ ​ ​ ​ ​ ​ PART III FORM 10-K | 119 ​ Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Annual Report: 1. Consolidated Financial Statements The following financial statements are included in Part II, Item 8 of this Annual Report: Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024 Consolidated Statements of Income for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023 Consolidated Statements of Comprehensive Income for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023 Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023 Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023 Notes to the Consolidated Financial Statements 2. Financial Statement Schedules Separate financial statement schedules have been omitted either because they are not applicable or because the required information is included in the consolidated financial statements or notes described in Item 15(a)(1) above. 3. Exhibits The Exhibits listed in the Index to Exhibits, which appears immediately before the signature page and is incorporated herein by reference, are filed or incorporated by reference as part of this Annual Report. ITEM 16. FORM 10-K SUMMARY The Company has elected not to include summary information. ​ ​ ​ ​ ​ ​ 120 | FORM 10-K EXHIBIT INDEX ​ Table of Contents EXHIBIT INDEX ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ INCORPORATED BY REFERENCE ​ ​ ​ ​ EXHIBIT NUMBER EXHIBIT DESCRIPTION FORM FILE NUMBER DATE OF FIRST FILING EXHIBIT NUMBER FILED HEREWITH 3.1 ​ Restated Certificate of Incorporation of RH. ​ 10-K ​ 001-35720 ​ March 29, 2017 ​ 3.1 ​ ​ 3.2 ​ Amended and Restated Bylaws of RH . ​ 8-K ​ 001-35720 ​ March 18, 2024 ​ 3.1 ​ ​ 4.1 ​ Description of Securities of Registrant . ​ — ​ — ​ — ​ — ​ X 4.2 ​ Form of RH Common Stock Certificate. ​ 10-K ​ 001-35720 ​ March 29, 2017 ​ 4.1 ​ ​ 4.3 ​ Indenture dated September 17, 2019, between RH and U.S. Bank National Association, as Trustee, including form of 0.00% Convertible Senior Note due 2024. ​ 8-K ​ 001-35720 ​ September 18, 2019 ​ 4.1 ​ ​ 10.1 ​ Form of Indemnification Agreement entered into by and between Restoration Hardware Holdings, Inc. and each of its directors. ​ S-1/A ​ 333-176767 ​ October 23, 2012 ​ 10.4 ​ ​ 10.2* ​ Executive Employment Agreement, dated as of July 2, 2013, by and between Restoration Hardware, Inc. and Gary Friedman. ​ 8-K ​ 001-35720 ​ July 3, 2013 ​ 10.1 ​ ​ 10.3* ​ 2012 Equity Replacement Plan and related documents. ​ S-8 ​ 333-184716 ​ November 2, 2012 ​ 4.2 ​ ​ 10.4* ​ 2012 Stock Incentive Plan and related documents. ​ S-8 ​ 333-184716 ​ November 2, 2012 ​ 4.3 ​ ​ 10.5* ​ 2012 Stock Option Plan and related documents. ​ S-8 ​ 333-184716 ​ November 2, 2012 ​ 4.4 ​ ​ 10.6* ​ Form of 2012 Stock Incentive Plan and 2012 Stock Option Plan related documents, as amended and restated. ​ 10-Q ​ 001-35720 ​ December 17, 2013 ​ 10.2 ​ ​ 10.7* ​ Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement under 2012 Stock Incentive Plan. ​ 10-K ​ 001-35720 ​ March 31, 2014 ​ 10.17 ​ ​ 10.8* ​ Notice of Stock Option Award and Stock Option Award Agreement by and between RH and Gary Friedman. ​ 8-K ​ 001-35720 ​ May 3, 2017 ​ 10.1 ​ ​ 10.9* ​ Cash Incentive Bonus Plan. ​ 10-Q ​ 001-35720 ​ September 9, 2017 ​ 10.2 ​ ​ 10.10* ​ Form of Compensation Protection Agreement for Section 16 Presidents. ​ 10-K ​ 001-35720 ​ March 29, 2018 ​ 10.11 ​ ​ 10.11 ​ Amended and Restated Aircraft Time Sharing Agreement entered into on March 29, 2016 by and between Restoration Hardware, Inc. and Gary Friedman. ​ 10-K ​ 001-35720 ​ March 30, 2016 ​ 10.13 ​ ​ 10.12 ​ Credit Agreement, dated as of July 7, 2017, among Restoration Hardware, Inc., as lead borrower, various other subsidiaries of RH named therein as borrowers, the guarantors party thereto, the lenders party thereto and Wilmington Trust, National Association as administrative agent and collateral agent. ​ 8-K ​ 001-35720 ​ July 13, 2017 ​ 10.1 ​ ​ ​ ​ ​ EXHIBIT INDEX FORM 10-K | 121 ​ Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ INCORPORATED BY REFERENCE ​ ​ ​ ​ EXHIBIT NUMBER EXHIBIT DESCRIPTION FORM FILE NUMBER DATE OF FIRST FILING EXHIBIT NUMBER FILED HEREWITH 10.13 ​ Credit Agreement, dated as of April 9, 2019 and effective as of April 10, 2019, among Restoration Hardware, Inc., as lead borrower, various other subsidiaries of RH named therein as borrowers, the guarantors party thereto, the lenders party thereto and BSP Agency, LLC, as administrative agent and collateral agent. ​ 8-K ​ 001-35720 ​ April 16, 2019 ​ 10.1 ​ ​ 10.14 ​ Intercreditor Agreement, dated as of April 9, 2019 and effective as of April 10, 2019, among Restoration Hardware, Inc., Bank of America, N.A. and BSP Agency, LLC. ​ 8-K ​ 001-35720 ​ April 16, 2019 ​ 10.2 ​ ​ 10.15 ​ Twelfth Amended and Restated Credit Agreement, dated as of July 29, 2021, by and among Restoration Hardware, Inc., as lead borrower, various other subsidiaries of RH named therein as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent . ​ 8-K ​ 001-35720 ​ July 30, 2021 ​ 10.1 ​ ​ 10.16 ​ Term Loan Credit Agreement dated as of October 20, 2021, by and among Restoration Hardware, Inc. as the borrower, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent. ​ 8-K ​ 001-35720 ​ October 25, 2021 ​ 10.1 ​ ​ 10.17 ​ Notice of Stock Option Award and Stock Option Award Agreement by and between RH and Gary Friedman dated as of October 18, 2020. ​ 8-K ​ 001-35720 ​ October 21, 2020 ​ 10.1 ​ ​ 10.18 ​ Term Loan Credit Agreement dated as of October 20, 2021, as amended by the 2022 Incremental Amendment, dated as of May 13, 2022, by and among Restoration Hardware, Inc. as the borrower, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent. ​ 8-K ​ 001-35720 ​ May 17, 2022 ​ 10.2 ​ ​ 10.19* ​ RH 2023 Stock Incentive Plan. ​ 8-K ​ — ​ April 5, 2023 ​ 10.1 ​ ​ 10.20* ​ Form of Restricted Stock Unit Award Agreement under RH 2023 Stock Incentive Plan . ​ S-8 ​ 333-271419 ​ April 24, 2023 ​ 4.5 ​ ​ 10.21* ​ Form of Option Award Agreement under RH 2023 Stock Incentive Plan . ​ S-8 ​ 333-271419 ​ April 24, 2023 ​ 4.6 ​ ​ 10.22* ​ Form of Restricted Stock Award Agreement under RH 2023 Stock Incentive Plan . ​ 10-Q ​ 001-35720 ​ June 13, 2024 ​ 10.1 ​ ​ 19.1** ​ Insider Trading Policy & Guidelines for Material Non-Public Information . ​ — ​ — ​ — ​ — ​ X 21.1 ​ Subsidiary List ​ — ​ — ​ — ​ — ​ X 23.1 ​ Consent of PricewaterhouseCoopers LLP ​ — ​ — ​ — ​ — ​ X 24.1 ​ Power of Attorney (included on signature page) ​ — ​ — ​ — ​ — ​ X ​ ​ ​ 122 | FORM 10-K EXHIBIT INDEX ​ Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ INCORPORATED BY REFERENCE ​ ​ ​ ​ EXHIBIT NUMBER EXHIBIT DESCRIPTION FORM FILE NUMBER DATE OF FIRST FILING EXHIBIT NUMBER FILED HEREWITH 31.1 ​ Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. ​ — ​ — ​ — ​ — ​ X 31.2 ​ Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. ​ — ​ — ​ — ​ — ​ X 32.1 ​ Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ — ​ — ​ — ​ — ​ X 32.2 ​ Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ — ​ — ​ — ​ — ​ X 97 ​ Policy for Recoupment of Incentive Compensation . ​ — ​ — ​ — ​ — ​ X 101.INS ​ XBRL Instance Document––the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ​ — ​ — ​ — ​ — ​ X 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ — ​ — ​ — ​ — ​ X 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ — ​ — ​ — ​ — ​ X 101.DEF ​ Inline XBRL Extension Definition ​ — ​ — ​ — ​ — ​ X 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ — ​ — ​ — ​ — ​ X 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ — ​ — ​ — ​ — ​ X 104 ​ Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ​ — ​ — ​ — ​ — ​ X * Indicates management contract or compensatory plan or arrangement. ** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ​ ​ ​ ​ ​ ​ EXHIBIT INDEX FORM 10-K | 123 ​ Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ RH ​ ​ ​ By: /s/ Gary Friedman ​ ​ Gary Friedman ​ ​ Chairman of the Board of Directors and Chief Executive Officer ​ ​ ​ ​ ​ ​ Date: April 2, 2025 ​ ​ ​ POWER OF ATTORNEY Know all persons by these presents, that each person whose signature appears below constitutes and appoints Gary Friedman and Jack Preston, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on April 2 nd , 2025. ​ ​ ​ /s/ Gary Friedman /s/ Jack Preston Gary Friedman ​ Jack Preston Chairman of the Board of Directors and Chief Executive Officer ​ Chief Financial Officer (Principal Financial Officer) (Principal Executive Officer) ​ ​ ​ ​ ​ /s/ Christina Hargarten ​ /s/ Carlos Alberini Christina Hargarten ​ Carlos Alberini Chief Accounting Officer (Principal Accounting Officer) ​ Director ​ ​ ​ /s/ Keith Belling ​ /s/ Eri Chaya Keith Belling ​ Eri Chaya Director ​ Director ​ ​ ​ /s/ Mark Demilio ​ /s/ Hilary Krane Mark Demilio ​ Hilary Krane Director ​ Director ​ ​ ​ /s/ Katie Mitic ​ /s/ Ali Rowghani Katie Mitic ​ Ali Rowghani Director ​ Director ​ ​ ​ /s/ Leonard Schlesinger ​ ​ Leonard Schlesinger ​ ​ Director ​ ​ ​ ​ ​ ​ ​ 124 | FORM 10-K SIGNATURES ​