What changed in this filing

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Item 1A. Risk Factors

2025-05-22 compared with 2024-05-23 · 183 added, 181 removed, 322 unchanged (53% of the section changed)

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ECONOMIC AND INDUSTRY RISKS

VF’s revenues and profits depend on the level of consumer spending for apparel and footwear, which is sensitive to global economic conditions and other factors.

VF’s revenues and profits depend on the level of consumer spending for apparel, footwear and accessories, which is sensitive to global economic conditions and other factors.

A decline in consumer spending could have a material adverse effect on VF.

The success of VF’s business depends on consumer spending on apparel and footwear, and there are a number of factors that influence consumer spending, including actual and perceived economic conditions, disposable consumer income, interest rates, consumer credit availability, inflationary pressures, recessions or economic slowdowns, unemployment, stock market performance, weather conditions and natural disasters (including potential effects from climate change), energy prices, public health issues (including the coronavirus (COVID-19) pandemic), geopolitical instability (such as the current conflict between Russia and Ukraine and related economic and other retaliatory measures taken by the United States, European Union ("EU") and others, the current tensions between the U.S.

and China, and the current conflict in the Middle East), consumer discretionary spending patterns and tax rates in the international, national, regional and local markets where VF’s products are sold.

Decreased consumer spending could result in reduced demand for our products, reduced orders from customers for our products, order cancellations, lower revenues, higher discounts, increased inventories and lower gross margins.

The success of VF’s business depends on consumer spending on apparel, footwear and accessories, and there are a number of factors that influence consumer spending, including actual and perceived economic conditions, disposable consumer income, interest rates, consumer credit availability, inflationary pressures, recessions or economic slowdowns, unemployment, stock market performance, weather conditions and natural disasters (including potential climate risks and impacts), energy prices, public health issues, geopolitical and political instability (such as the current tensions between the U.S.

and China, and the current conflicts in Europe, the Middle East and Asia), trade wars, consumer discretionary spending patterns and tax rates in the international, national, regional and local markets where VF’s products are sold.

Decreased consumer spending could result in reduced demand for our products, reduced orders from customers for our products, order cancellations or returns, lower revenues, higher discounts, increased inventories and lower gross margins.

The uncertain state of the global economy continues to impact businesses around the world.

If global economic and financial market conditions do not improve, adverse economic trends or other factors could negatively impact the level of consumer spending, which could have a material adverse impact on VF.

The apparel and footwear industries are highly competitive, and VF’s success depends on its ability to gauge consumer preferences and product trends, and to respond to constantly changing markets.

VF competes with numerous apparel and footwear brands and manufacturers.

If global economic and financial market conditions do not improve, or if they worsen, adverse economic trends or other factors could negatively impact the level of consumer spending, which could have a material adverse impact on VF.

The apparel, footwear and accessories industries are highly competitive, and VF’s success depends on its ability to gauge consumer preferences and product trends, and to respond to constantly changing markets.

VF competes with numerous apparel, footwear and accessories brands and manufacturers.

Competition is generally based upon brand name recognition, the price, design, quality, innovation and selection of product, service and purchasing convenience.

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In addition, VF competes directly with the private label brands of its wholesale customers.

VF’s ability to compete within the apparel and footwear industries depends on our ability to:

• anticipate and respond to changing consumer preferences and product trends in a timely manner;

VF’s ability to compete within the apparel, footwear and accessories industry depends on our ability to:

• anticipate, respond to, and potentially influence changing consumer preferences and product trends in a timely manner;

• develop attractive and innovative products that meet changing consumer needs, consistent with consumer trends and demands;

• maintain strong brand recognition;

• fuel modern marketing and marketplace strategies to enable deeper consumer connections that lead to enhanced engagement with our brands and increased purchases of products;

• price products appropriately;

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• produce or procure quality products on a consistent basis;

• adapt to a more digitally driven consumer landscape, including the effective re-creation of the in-store experience through digital channels.

• adapt to a more digitally driven consumer landscape, including the effective re-creation of the in-store experience through digital channels and reaching consumers on social media.

In addition, our ability to compete is also dependent on our ability to reach consumers effectively and efficiently in an evolving media landscape, including digital, which is subject to evolving and increasingly restrictive privacy requirements.

Failure to compete effectively or to keep pace with rapidly changing consumer preferences, markets, technology, business model and product trends could have a material adverse effect on VF’s business, financial condition and results of operations.

Moreover, there are significant shifts underway in the wholesale and retail (e-commerce and retail store) channels, which have been accelerated because of the COVID-19 pandemic.

Moreover, there are significant shifts underway in the wholesale and retail (e-commerce and retail store) channels.

VF may not be able to manage its brands within and across channels sufficiently, which could have a material adverse effect on VF’s business, financial condition and results of operations.

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In addition, consumers have continued to transition away from traditional wholesale retailers to large online retailers.

These developments could result in a reduction in the number of stores that carry VF’s products, an increase in ownership concentration within the retail industry, an increase in credit exposure to VF or an increase in leverage by VF’s customers over their suppliers.

Further, the global economy periodically experiences recessionary conditions with rising unemployment, rising inflation and interest rates, reduced availability of credit, increased savings rates and declines in real estate and securities values.

These recessionary conditions could have a negative impact on retail sales of apparel, footwear and other consumer products.

These developments could result in a reduction in the number of stores that carry VF’s

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Table of Conten ts

products, an increase in ownership concentration within the retail industry, an increase in credit exposure to VF or an increase in leverage by VF’s customers over their suppliers.

Further, the global economy periodically experiences recessionary conditions with rising unemployment, rising inflation and interest rates, rising tariffs, reduced availability of credit, increased savings rates and declines in real estate and securities values.

These recessionary conditions could have a negative impact on retail sales of apparel, footwear and accessories and other consumer products.

The lower sales volumes, along with the possibility of restrictions on access to the credit markets, could result in our customers experiencing financial difficulties including store closures, bankruptcies or liquidations.

This could result in higher credit risk to VF relating to receivables from our customers who are experiencing these financial difficulties.

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these developments occur, our inability to shift sales to other customers or to collect on VF’s trade accounts receivable could have a material adverse effect on VF’s financial condition and results of operations.

If these developments occur, our inability to shift sales to other customers or to collect on VF’s trade accounts receivable could have a material adverse effect on VF’s financial condition and results of operations.

VF’s profitability may decline as a result of increasing pressure on margins.

The apparel and footwear industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, rising

commodity and conversion costs, inflation, rising freight costs, rising labor costs, pressure from retailers to reduce the costs of products, changes in consumer demand and shifts to online shopping and purchasing.

The apparel, footwear and accessories industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, rising commodity and conversion costs, inflation, tariffs levied on component and finished goods, rising freight costs, rising labor costs, pressure from retailers to reduce the costs of products, changes in consumer demand and shifts to online shopping and purchasing.

Customers may increasingly seek markdown allowances, incentives and other forms of economic support.

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BUSINESS AND OPERATIONAL RISKS

VF’s business and the success of its products could be harmed if VF is unable to maintain the images of its brands.

VF’s success to date has been due in large part to the growth of its brands’ images and VF’s consumers’ connection to its brands.

If we are unable to timely and appropriately respond to changing consumer demand, the names and images of our brands may be impaired.

Even if we react appropriately to changes in consumer preferences, consumers may consider our brands’ images to be outdated or associate our brands with styles that are no longer popular.

In addition, brand value is based in part on consumer perceptions on a variety of qualities, including merchandise quality, corporate integrity, and environmental, social and governance practices, including with respect to human rights, diversity, equity and inclusion, and our impact on the environment.

VF’s business and the success of its products could be harmed if VF is unable to maintain the image of its brands.

VF’s success to date has been due in large part to the growth of its brands’ image and VF’s consumers’ connection to its brands.

If we are unable to timely and appropriately respond to changing consumer demand, the names and image of our brands may be impaired.

Even if we react appropriately to changes in consumer preferences, consumers may consider our brands’ image to be outdated or associate our brands with styles that are no longer popular.

In addition, brand value is based in part on consumer perceptions on a variety of qualities, including merchandise quality, corporate integrity, and environmental, social and governance practices, including with respect to human rights, responsible business practices, and our impact on the environment.

Negative claims or publicity regarding VF, its brands or its products, including licensed products, or its culture and values, or its employees, endorsers, sponsors or suppliers could adversely affect our reputation and sales regardless of whether such claims are accurate.

The rapidly changing media environment, including our increasing reliance on social media and online marketing, which accelerates the dissemination of information, can increase the challenges of responding to negative claims.

The rapidly changing media environment, including our increasing reliance on social media and online marketing, which accelerates the dissemination of information, including misinformation and disinformation, can increase the challenges of responding to negative claims.

In addition, we have sponsorship contracts with a number of athletes, musicians and celebrities and feature those individuals in our advertising and marketing efforts.

Failure to continue to obtain or maintain high-quality sponsorships and endorsers could harm our business.

In addition, actions taken by those individuals associated with our products could harm their reputations, which could adversely affect the images of our brands.

In addition, actions taken by those individuals associated with our products could harm their reputations, which could adversely affect the image of our brands.

Our reputation and brand image also could be damaged as a result of our support of, association with or lack of support or disapproval of certain political or social issues or catastrophic events, as well as any decisions we make to continue to conduct, or change, certain of our activities in response to such considerations.

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In addition, fluctuations in sales and operating income in any fiscal quarter are affected by the timing of seasonal wholesale shipments and other events affecting retail sales.

We may be adversely affected by weather conditions, including any potential effects from climate change.

Our business is adversely affected by unseasonable weather conditions, including those resulting from climate change.

We may be adversely affected by weather conditions, including any potential effects from extreme environmental conditions.

Our business is adversely affected by unseasonable weather conditions, including those resulting from extreme environmental conditions.

A significant portion of the sales of our products is dependent in part on the weather and is likely to decline in years in which weather conditions do not favor the use of these products.

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In addition, abnormally harsh or inclement weather can also negatively impact retail traffic and consumer spending.

As the effects of climate change increase, we expect the frequency and impact of weather and climate related events and conditions to increase as well.

As the effects of extreme environmental conditions increase, we expect the frequency and impact of weather and environmental related events and conditions to increase as well.

Any and all of these risks may have a material adverse effect on our financial condition, results of operations or cash flows.

VF may not succeed in its business strategy, including its Reinvent turnaround strategy.

Following the appointment of our new CEO during Fiscal 2024, we introduced the Reinvent turnaround program, which aims to reinvent how VF operates as an organization across our brands, geographies and integrated enterprise functions.

As part of Reinvent, we are taking measures to streamline and right-size our cost base, identify and capture efficiencies in our business model, and strengthen the balance sheet while reducing leverage.

During Fiscal 2024, a new operating model was introduced with the establishment of a global commercial organization.

This includes the creation of an Americas regional platform, modeled on VF's operations in Europe and Asia-Pacific, all of which support VF’s global brands.

We also created the new role of Chief Commercial Officer, with responsibility for go-to-market execution globally.

VF may not succeed in its business strategy, including the Reinvent turnaround program and “The VF Way” operating principles.

During Fiscal 2024, we introduced the Reinvent turnaround program, which aims to reinvent how VF operates as an organization across our brands, geographies and integrated enterprise functions.

As part of Reinvent, we have taken, and continue to take, measures to streamline and right-size our cost

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base, identify and capture efficiencies in our business model, and strengthen the balance sheet while reducing leverage.

We established a new operating model, including a new global commercial organization with an Americas regional platform, modeled on VF's operations in Europe and Asia-Pacific, all of which support VF’s global brands.

We also created the role of Chief Commercial Officer, with responsibility for go-to-market execution globally.

As we remain focused on our turnaround, we have also identified areas, particularly in brand building and product innovation, into which we will reinvest a portion of the savings generated to fuel sustainable and profitable growth in the future.

However, there is no assurance that we will be able to achieve our Reinvent priorities, that such measures will result in the intended outcomes, or that even if such measures are successfully accomplished, they will be effective in fueling sustainable and profitable growth in the future.

We are supporting our Reinvent priorities by building our brands, leveraging our supply chain and information technology capabilities across VF and expanding our direct-to-consumer business, including opening new stores, remodeling and

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expanding our existing stores and growing our e-commerce business.

However, we may not be able to grow our business.

We are supporting our Reinvent priorities by building our brands, enhancing and leveraging our capabilities such as supply chain and information technology across VF and bolstering our direct-to-consumer business, including strategically opening new stores, remodeling and trying new formats for our existing stores and growing our e-commerce business.

In addition, we have introduced “The VF Way” operating principles, a set of standardized processes across brands and regions which will allow us to leverage our multi-brand competitive advantages to drive improved performance.

However, we may not be able to turnaround and grow our business.

• We may not be able to streamline and right-size our cost base.

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• We may not be able to successfully support our global brands through the new operating model.

• We may not be able to successfully generate savin gs to invest in brand building and product innovation, or effectively deploy such savings towards investments in our brands and product innovation.

• We may not be able to successfully generate savings to invest in brand building and product innovation, or effectively deploy such savings towards investments in our brands and product innovation.

• We may not be able to successfully implement “The VF Way” operating principles.

• We may not be able to achieve the expected results from our supply chain initiatives and establish and maintain effective supply chain systems, data, and capabilities, infrastructure, and the sourcing strategy necessary to optimally meet current and future business needs, including direct-to-consumer needs.

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• We may not be able to achieve our direct-to-consumer expansion goals, including in e-commerce or other new channels, manage our growth effectively, successfully integrate the planned new stores into our operations, operate our new, remodeled and expanded stores profitably, adapt our business model or develop relationships with consumers for e-commerce or other new channels.

• We may not be able to offset rising commodity or conversion costs in our product costs with pricing actions or efficiency improvements.

• We may have difficulty completing divestitures to reshape our portfolio, and we may not be able to achieve the expected benefits from such divestitures, or it may disrupt our current business.

• We may not be able to offset rising commodity, conversion or other costs in our product costs with pricing actions or efficiency improvements.

Failure to implement our strategic objectives, including the Reinvent turnaround strategy, may have a material adverse effect on VF’s business.

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Failure to create an agile and efficient operating model and organizational structure, beginning with VF's global commercial organization, or to effectively define, prioritize, and align on clear achievable and appropriately resourced strategic priorities could result in an inability to remain competitive in a rapidly changing marketplace and lead to increase in costs, inefficient resource allocation, reduced productivity, organizational confusion, and reduced employee morale.

Our supply chain may be disrupted due to factors such as political instability, inflationary pressures, macroeconomic conditions, pandemics, and other factors including reduced freight availability and increased costs, port disruption, distribution center closures, severe weather due to climate change or otherwise, natural disasters, military conflicts,

terrorism, or labor supply shortages or stoppages.

Our supply chain may be disrupted due to factors such as political instability, inflationary pressures, macroeconomic conditions, pandemics, trade wars, and other factors including reduced freight availability and increased costs, port disruption, distribution center closures, extreme weather conditions due to climate change or otherwise, natural disasters, geopolitical tensions, military conflicts, terrorism, or labor supply shortages or stoppages.

Any significant disruption in our supply chain could impair our ability to procure or distribute our products, which would adversely affect our business and results of operations.

VF relies significantly on information technology.

Any inadequacy, interruption, integration failure or security failure of this technology could harm VF’s ability to effectively operate its business.

Any inadequacy, interruption, operational failure or security failure of this technology could harm VF’s ability to effectively operate its business.

Our ability to effectively manage and operate our business depends significantly on information technology systems.

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We are also dependent on information technology, including the Internet, for our direct-to-consumer sales, including our e-commerce operations and retail business credit card transaction authorization.

Despite our preventative efforts, our systems and those of third parties on which we rely are frequently targeted by cyber-attacks of varying levels of severity, including the incident reported by VF in December 2023.

These systems may be vulnerable to damage, failure or interruption, and the data that they hold may be vulnerable to encryption or theft, due to cyber-attacks, malicious programs, data security incidents, technical malfunctions, natural disasters or other causes, or in connection with upgrades to our system or the implementation of new systems.

Despite our preventative efforts, our systems and those of third parties on which we rely are frequently targeted by cyberattacks of varying levels of severity, including the incident reported by VF in December 2023.

These systems may be vulnerable to damage, failure or interruption, and the data that they hold may be vulnerable to encryption or theft, due to cyberattacks, malicious programs, data security incidents, technical malfunctions, natural disasters or other causes, or in connection with upgrades to our system or the implementation of new systems.

Some of our systems are older and are no longer supported by the original manufacturer.

The failure of our systems and those of third parties on which we rely to operate effectively or remain innovative, our inability to keep up with rapid technological change (including the successful utilization of data analytics, artificial intelligence ("AI") and machine learning), problems with transitioning to upgraded or replacement systems, difficulty in integrating new systems or systems of acquired businesses or a breach in security of these systems has, and could continue to, adversely impact the operations of VF’s business.

These impacts could affect, among other things, our reputation, management of inventory, ordering and replenishment of products, sourcing and distribution of products, retail store and e-commerce operations, retail business credit card transaction authorization and processing, corporate email communications and our interaction with the public on social media, and did affect our management of inventory, ordering and replenishment of products, sourcing and distribution of products, e-commerce operations, and corporate email communications.

The failure of our systems and those of third parties on which we rely to operate effectively or remain innovative, our inability to keep up with rapid technological change (including the successful utilization of data analytics, artificial intelligence ("AI") and machine learning), problems with transitioning to upgraded or replacement systems, difficulty in integrating new systems or systems of acquired businesses or a breach in security of these systems has, and in the future could again, adversely impact the operations of VF’s business.

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affect our management of inventory, ordering and replenishment of products, sourcing and distribution of products, retail store and e-commerce operations, and corporate email communications.

Moreover, failure to provide effective digital (including omni-channel) capabilities and information technology infrastructure could result in an inability to meet current and future business needs and a resulting loss of brand competitiveness, leading to loss of revenue and market share and decreased business agility.

Cybersecurity threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence.

Cybersecurity threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of AI.

We may fail to adapt as quickly as necessary to meet the rapidly-changing threat environment.

VF is subject to data and information security and privacy risks that could negatively affect its business operations, results of operations or reputation.

In the normal course of business, we collect, retain and transmit certain sensitive and confidential consumer information, including payment information, and employee information, over public networks.

There is a significant concern by consumers and employees over the security of personal information, identity

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theft and user privacy.

Data and information security breaches are increasingly sophisticated, and can be difficult to detect for long periods of time.

VF is subject to cybersecurity, information security and privacy risks that could negatively affect its business operations, results of operations or reputation.

In the normal course of business, we collect, retain and transmit certain sensitive and confidential information, including payment information and personal information, over public networks.

There is a significant concern by consumers and employees over the security of personal information, identity theft and user privacy.

Cybersecurity and information security breaches are increasingly sophisticated and can be difficult to detect for long periods of time.

Accordingly, if unauthorized parties gain access to our networks or databases, such as with the incident reported by VF in December 2023, or those of third parties on which we rely, they have, and could continue to, be able to steal, publish, delete, hold ransom or modify our private and sensitive information, including payment information, personal information, and confidential or other proprietary business information.

We are subject to frequent cyber-attacks of varying levels of severity and threats to our business from a variety of bad actors, many of whom attempt to gain unauthorized access to, steal or compromise our confidential information and systems.

We are subject to frequent cyberattacks of varying levels of severity and threats to our business from a variety of bad actors, many of whom attempt to gain unauthorized access to, steal or compromise our confidential information and systems.

For example, we detected unauthorized occurrences on a portion of our information technology systems in December 2023.

We have incurred, and may continue to incur, certain costs related to this attack which may not be covered by our cyber liability insurance.

We have incurred, and may continue to incur, certain costs related to this attack, which may not be covered by our cyber insurance.

While we have implemented systems and processes designed to protect against unauthorized access to or use of personal information and other confidential information and rely on encryption and authentication technologies to effectively secure transmission of such information, including payment information, there is no guarantee that they will be able to prevent unauthorized access to our systems and information in the future.

Our facilities and systems, and those of third parties on which we rely, are frequently the target of cyber-attacks of varying levels of severity and have been, and may in the future be vulnerable, and we may be unable to prevent, anticipate or detect security breaches and data loss.

Our facilities and systems, and those of third parties on which we rely, are frequently the target of cyberattacks of varying levels of severity and have been, and may in the future be vulnerable, and we may and have been unable to prevent, anticipate or detect security breaches and data loss.

In addition, we face amplified cybersecurity risks as a result of the number of employees we employ, including a number of employees working remotely.

These amplified risks include increased demand on our information technology resources and systems, and an increase in the number of points of potential attack on networks that we do not control, such as home WiFi networks.

Employees may intentionally or inadvertently cause cybersecurity breaches that result in the unauthorized access to our systems or the unauthorized release of personal or confidential information.

VF and its consumers and customers could suffer harm if valuable business data, or employee, consumer, customer and other confidential and proprietary information were corrupted, lost, accessed or misappropriated by third parties due to a cyber-attack, a security failure in VF’s systems, or due to one of our third-party service providers or our employees.

Employees may intentionally or inadvertently cause cybersecurity breaches that result in unauthorized access to our

systems or the unauthorized release of personal or confidential information.

VF and its consumers and customers could suffer harm if valuable business data, or employee, consumer, customer and other confidential and proprietary information were corrupted, lost, accessed or misappropriated by third parties due to a cyberattack, a security failure in VF’s systems, or due to one of our third-party service providers or our employees.

Any such breach, including, without limitation, the incident reported by VF in December 2023, has and could require significant expenditures to remediate;

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has and could result in business disruption, negative media attention and lost sales;

and could expose us to risks of litigation, liability and increased scrutiny from regulatory entities.

and has and could expose us to risks of litigation, liability and increased scrutiny from regulatory entities.

In addition, as a result of recent security breaches at a number of prominent retailers and other companies, media and public scrutiny of information security and privacy has become more intense, and the regulatory environment has become increasingly uncertain, rigorous and complex.

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In addition, while we maintain cyber insurance policies, those existing insurance policies may not adequately protect VF from all of the adverse effects and damages that could be caused by a security breach, including the incident reported by VF in December 2023.

Moreover, if our associates or vendors, intentionally or inadvertently, misuse consumer data or are not transparent with consumers about how we use their data, our brands, reputation and relationships with consumers could be damaged.

We experienced a significant data security breach in December 2023 which could result in a number of potentially unknown outcomes, including but not limited to, litigation, regulatory investigations or enforcement actions, or reputational harm, any of which could have a material impact on our business operations, financial condition, or results of operations.

The cybersecurity incident we experienced in December 2023 included the encryption of certain information technology systems and the theft of certain personal information and business information through unauthorized access to our information technology systems.

As a result of the cybersecurity incident, we may be subject to governmental investigations, private litigation or other claims, which could result in fines, other monetary relief, or injunctive relief that could materially increase our data security costs, adversely impact how we operate our systems and collect and use personal information.

If, as a result of any such governmental investigation, other investigation or claim, we are found to be in violation of applicable laws and regulations including, without limitation, any applicable data privacy and information security laws or regulations, we could be subject to legal risk, including government enforcement action and civil litigation, which could adversely affect our business, reputation, financial condition or results of operations.

Defending any such litigation claim or enforcement action, regardless of merit, and whether successful or unsuccessful, and cooperating with regulatory investigations, could be expensive and time-consuming and adversely affect our business, reputation, results of operations or financial condition.

In addition, we may be adversely impacted by reputational harm or a loss of confidence in the security and integrity of our information technology systems among consumers, customers, employees and business partners .

The development and use of AI, and the failure to use AI, present risks and challenges that may negatively impact our business.

Our business is highly-competitive, and our success may require the adoption of new and emerging technologies, such as AI, and specifically generative AI, by us or our business partners.

Failure to adapt to a rapidly-changing technological environment could result in negative impacts to our business.

Moreover, if our employees or business partners, intentionally or inadvertently, misuse consumer data or are not transparent with consumers about how we use their data, our brands, reputation and relationships with consumers could be damaged.

The development and use or misuse of AI, and the failure to use AI, present risks and challenges that may negatively impact our business.

Our business operates in a highly-competitive space, and our success may require the adoption of new and emerging technologies, such as AI, and specifically generative AI, by us or our business partners.

Failure to adapt to a rapidly-changing technological environment or failure to adopt emerging technologies in a timely manner could result in negative impacts to our business.

We also face risks from the adoption of new technologies such as AI if we or our business partners use them incorrectly or in ways that introduce new risks.

Our business partners may incorporate AI tools into their offerings which may not meet existing or rapidly-changing regulatory or industry standards

Our business partners may incorporate AI tools into their offerings which may not meet existing or rapidly-changing regulatory, ethical or industry standards and may inhibit our or our business partners' ability to maintain an adequate level of service.

The development of AI technologies is complex, and there are technical and talent challenges associated with achieving the desired level of accuracy, efficiency, and reliability.

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and may inhibit our or our business partners' ability to maintain an adequate level of service.

The development of AI technologies is complex, and there are technical challenges associated with achieving the desired level of accuracy, efficiency, and reliability.

The algorithms and models utilized in generative AI systems may have limitations, including biases, errors, or inability to handle certain data types or scenarios.

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algorithms and models utilized in generative AI systems may have limitations, including biases, errors, or inability to handle certain data types or scenarios.

Furthermore, there is a risk of system failures, disruptions, or vulnerabilities that could compromise the integrity, security, or privacy of data inputs or the generated content.

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Cybersecurity threat actors may use AI tools, including generative AI, to deploy increasingly advanced attacks on our and our business partners' information technology systems.

The increasing sophistication of cybersecurity attacks, including through the use of AI, may create a demand for us to use more and more sophisticated AI in our cybersecurity defense efforts.

The increasing sophistication of cyberattacks, including through the use of AI, may create a demand for us to use more and more sophisticated AI in our cybersecurity defense efforts.

We face risks that we will fail to combat the offensive use of AI sufficiently or that we will fail to deploy defensive tools using AI adequately, either because we are unable to anticipate the risks accurately in a rapidly-evolving landscape or because we lack the knowledge or resources to adequately address the cybersecurity threats and opportunities associated with AI.

Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with U.S.

Uncertainty in the regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with U.S.

laws, the nature of which cannot be determined at this time.

Several jurisdictions around the globe, including the EU and certain U.S.

Several jurisdictions around the globe, including the European Union (“EU”) and certain U.S.

states, have already proposed or enacted laws governing AI.

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Any of these factors could adversely affect our business, financial condition, and results of operations.

There are risks associated with VF’s acquisitions, divestitures and portfolio management.

Any acquisitions, divestitures or mergers by VF will be accompanied by the risks commonly encountered in acquisitions or divestitures of companies, businesses or brands.

These risks include, among other things, higher than anticipated acquisition or divestiture costs and expenses, the difficulty and expense of

integrating or separating the operations, systems and personnel of the companies, businesses or brands, the loss of key employees and consumers as a result of changes in management or ownership, and slower progress toward environmental, social and governance goals given challenges with data acquisition and integration, the difficulty of accessing and disclosing sufficient environmental, social and governance data to comply with current and emerging environmental, social and governance regulations, and integration of environmental, social and governance initiatives overall.

There are risks associated with VF’s acquisitions, divestitures and portfolio management, including our recently completed sale of the Supreme ® brand to EssilorLuxottica.

Any acquisitions, divestitures or mergers by VF, including our completed sale of the Supreme ® brand business to EssilorLuxottica, will be accompanied by the risks commonly encountered in acquisitions or divestitures of companies, businesses or brands.

These risks include, among other things, higher than anticipated acquisition or divestiture costs and expenses, the difficulty and expense of integrating or separating the operations, systems and personnel of the companies, businesses or brands, the loss of key employees and consumers

as a result of changes in management or ownership, and slower progress toward environmental, social and governance goals given challenges with data acquisition and integration, the difficulty of accessing and disclosing sufficient environmental, social and governance data to comply with current and emerging environmental, social and governance regulations, and integration of environmental, social and governance initiatives overall.

In addition, geographic distances may make integration of acquired businesses more difficult.

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Moreover, failure to effectively manage VF’s portfolio of brands in line with growth targets and shareholder expectations, including acquisition choices, integration approach, transaction pricing and divestiture timing could result in unfavorable impacts to growth and value creation.

Our acquisitions may cause large one-time expenses or create goodwill or other intangible assets that could result in significant impairment charges.

Our acquisitions and divestitures may cause large one-time expenses or create goodwill or other intangible assets that could result in significant impairment charges.

We also make certain estimates and assumptions in order to determine purchase price allocation and estimate the fair value of assets acquired and liabilities assumed.

If our estimates or assumptions used to value these assets and liabilities are not accurate, we may be exposed to losses that may be material.

The Supreme ® brand employs a different business model than the rest of our brands and is subject to unique risks because of its focus on frequent, weekly and limited product drops through the direct-to-consumer channel.

The Supreme business model has different characteristics from the business models which VF and its brands have historically employed.

These different characteristics may include product volume requirements, product seasonality, product design and production rates, and consumer concentrations and demand.

VF's failure to make the necessary adaptations to its operations to address these different characteristics, complexities and market dynamics could adversely affect VF's revenue, business condition and results of operations.

On July 17, 2024, we announced that we entered into a definitive agreement for EssilorLuxottica to acquire the Supreme ® brand business from VF for $1.5 billion in cash, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses.

On October 1, 2024, we completed the Supreme ® brand sale.

VF uses third-party suppliers and manufacturing facilities worldwide for its raw materials and finished products, which poses risks to VF’s business operations.

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Any of the following could impact our ability to source or deliver VF products, or our cost of sourcing or delivering products and, as a result, our profitability:

• imposition of duties, tariffs, taxes and other charges on imports;

• political or labor instability in countries where VF’s contractors and suppliers are located;

• inflationary pressures or changes in local economic conditions in countries where VF’s contractors and suppliers are located;

• public health issues, such as the COVID-19 pandemic, have resulted in (or could continue to result in) closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas;

• public health issues such as pandemics could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas;

• political or military conflict could cause a delay in the transportation of products to VF and an increase in transportation costs;

• disruption at ports of entry has caused, and in the future could cause, delays in product availability and increase transportation times and costs;

• heightened terrorism security concerns could subject imported or exported goods to additional, more frequent or lengthier inspections, leading to delays in

VF Corporation Fiscal 2025 Form 10-K 13

• disruption at ports of entry, could cause delays in product availability and increase transportation times and costs;

• heightened terrorism security concerns could subject imported or exported goods to additional, more frequent or lengthier inspections, leading to delays in deliveries or impoundment of goods for extended periods;

• increased risk of detention by customs officials of raw materials or goods used by our suppliers in the manufacture of certain of our products, and increased risk of detention of our products;

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deliveries or impoundment of goods for extended periods;

• increased risk of detention by customs officials of raw materials or goods used by our suppliers in the manufacture of our products, and increased risk of detention of our products;

• decreased scrutiny by customs officials for counterfeit goods, leading to more counterfeit goods and reduced sales of VF products, increased costs for VF’s anti-counterfeiting measures and damage to the reputation of its brands;

• disruptions at manufacturing or distribution facilities or in shipping and transportation locations caused by natural and man-made disasters (including potential effects from climate change);

• disruptions at manufacturing or distribution facilities or in shipping and transportation locations caused by natural and man-made disasters (including potential effects from extreme environmental conditions) or political or military conflicts;

• imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations could limit our ability to source products in cost-effective countries that have the required labor and expertise;

• imposition of duties, taxes and other charges on imports;

• imposition or the repeal of laws that affect intellectual property rights.

There continues to be uncertainty in the current global trade regime due to recent changes in, and proposals and declared intentions to change trade policy, including trade restrictions, the negotiation, renegotiation or termination of trade agreements, and the imposition of new tariffs or increases in existing tariffs on imports into the affected countries.

Tariffs and other changes in trade policy have triggered in the past, are currently triggering and could continue to trigger retaliatory actions by affected countries, including through the use of counter tariffs and other measures, which has resulted in higher costs, and may result in higher future costs, or restrictions, on the importation of the products we sell.

Our supply chain is geographically diverse, and we continuously identify alternative sourcing manufacturers and countries to minimize reliance on a single source.

We may be unable to shift sourcing locations timely, if at all, to relocate production from a country when new or increased duties, tariffs, taxes or other charges are imposed.

In addition, higher costs in sourcing from other countries, including because others in the industry seek to shift production for the same reason, may make such a sourcing shift cost-prohibitive.

We may not be able to, or could choose not to, pass the entire cost increase resulting from tariffs, duties, taxes or other expenses onto consumers and customers.

Any increase in prices to consumers could have an adverse impact on our sales to consumers and customers.

Any adverse impact on such sales or increase in our cost of goods sold could have a material adverse effect on our business and results of operations.

Although no single supplier and no one country is critical to VF’s production needs, if we were to lose a supplier it could result in interruption of finished goods shipments to VF, cancellation of orders by customers and termination of relationships.

This, along with the damage to our reputation, could have a material adverse effect on VF’s revenues and, consequently, our results of operations.

In addition, although we audit our third-party material suppliers and contracted manufacturing facilities and set strict compliance standards, actions by a third-party supplier or manufacturer that fail to comply could result in such third-party supplier failing to manufacture products that consistently meet our quality standards, violating human rights, engaging in unfavorable labor practices or providing unfavorable working conditions that negatively impact worker health, safety and wellness.

supplier failing to manufacture products that consistently meet our quality standards, violating human rights, engaging in unfavorable labor practices, causing environmental impacts such as pollution or providing unfavorable working conditions that negatively impact worker health, safety and wellness.

Such noncompliance could expose VF to claims for damages, financial penalties, delay or inability to clear goods through customs authorities, operational disruptions and reputational harm, any of which could have a material adverse effect on our business and operations.

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Sales to our customers are generally on a purchase or der basis and not subject to long-term agreements.

A decision by any of VF’s major customers to significantly decrease the volume of

products purchased from VF could substantially reduce revenues and have a material adverse effect on VF’s financial condition and results of operations.

A decision by any of VF’s major customers to significantly decrease the volume of products purchased from VF could substantially reduce revenues and have a material adverse effect on VF’s financial condition and results of operations.

Talent acquisition, management, engagement and retention are important factors in VF’s success.

Turnover in VF’s leadership or other key positions may have a material adverse effect on VF.

Our future success also depends on our ability to acquire, develop, and retain talent needed to mobilize VF against our current and future needs, and sustain our culture as a performance-driven company that is committed to its values and having a positive impact on people and the planet.

Competition for experienced, well-qualified and diverse personnel is intense and we may not be successful in attracting, developing, and retaining such personnel, which could impact VF’s ability to remain competitive.

Our ability to acquire, develop and retain personnel has been, and may continue to be impacted by, challenges and structural shifts in the labor market, which has experienced and may continue to experience wage inflation, labor shortages, increased employee turnover, changes in availability of the workforce and a shift toward remote work.

Competition for experienced and well-qualified personnel is intense and we may not be successful in attracting, developing, and retaining such personnel, which could impact VF’s ability to remain competitive.

Additionally, changes to our office environments, the adoption of new work models, and our requirements and/or expectations about when or how often certain employees work on-site or remotely may not meet the expectations of our employees.

As businesses increasingly operate remotely, traditional geographic competition for talent may change in ways that we cannot presently predict.

If our employment proposition is not perceived as favorable compared to other companies, it could negatively impact our ability to acquire and retain our employees.

If we are unable to retain, acquire, and engage talented employees with the appropriate skill sets, or if changes to our organizational structure, operating results, or business model adversely affect morale or retention, we may not achieve our objectives, our relationships with our customers, consumers or other third parties may be disrupted, and our results of operations could be adversely impacted.

If our employee proposition is not perceived as favorable compared to other companies, it could negatively impact our ability to acquire and retain our employees.

If we are unable to retain, acquire, and engage talented employees with the appropriate skill sets, or if changes to our organizational structure, operating results, or business model adversely affect morale, productivity or retention, we may not achieve our objectives, our relationships with our customers, consumers or other third parties may be disrupted, and our results of operations could be adversely impacted.

VF depends on the services and management experience of its executive officers and business leaders who have substantial experience and expertise in VF’s business, and in developing and retaining employees.

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Acquiring and retaining qualified senior leadership may be more challenging under adverse business conditions.

The unexpected loss of services of one or more of these individuals or the inability to effectively identify a suitable successor to a key role could have a material adverse effect on VF.

On June 16, 2023, VF’s Board of Directors approved the appointment of Bracken Darrell as President and Chief Executive Officer, effective as of July 17, 2023.

This recent change in our executive leadership team, along with other changes in the roles and responsibilities among our executive officers, and any future changes resulting from the hiring or departure of executive officers, could disrupt our business and negatively affect our ability to recruit and retain talent.

The unexpected

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loss of services of one or more of these individuals or the inability to effectively identify a suitable successor to a key role could have a material adverse effect on VF.

The recent reset of our global leadership team, along with other changes in the roles and responsibilities among our executive officers, and any future changes resulting from the hiring or departure of executive officers, could disrupt our business and negatively affect our ability to recruit and retain talent.

Such leadership transitions can be inherently difficult to manage;

inadequate transitions may cause disruption to our business, including to our relationships with our associates and other third parties.

inadequate transitions may cause disruption to our business, including to our relationships with our employees and other third parties.

Further, these changes also increase our dependency on other remaining members of our global leadership team, and the departure of whom could be particularly disruptive in light of the recent leadership transitions.

VF Corporation Fiscal 2024 Form 10-K 15

VF’s direct-to-consumer business includes risks that could have an adverse effect on its results of operations.

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or international resellers purchasing merchandise and reselling it outside VF’s control, (ii) failure or interruption of the systems that operate the stores and websites, and their related support systems, including due to computer viruses, theft of consumer information, privacy concerns, telecommunication failures, electronic break-ins and similar disruptions, technical malfunctions, and natural disasters or other causes, (iii) retail and credit card fraud and theft, (iv) risks related to VF’s direct-to-consumer distribution centers and processes, (v) shift in consumer preferences away from retail stores, and (vi) loss of inventory due to damage, theft (including from organized retail crime), and other causes.

Risks specific to VF’s e-commerce business also include (i) diversion of sales from VF stores or wholesale customers, (ii) difficulty in recreating the in-store experience through direct channels, (iii) liability for online content, (iv) changing patterns of consumer behavior, (v) intense competition from online retailers, and (vi) online fraud.

Risks specific to VF’s e-commerce business also include (i) diversion of sales from VF stores or wholesale customers, (ii) difficulty in recreating the in-store experience through e-commerce channels, (iii) liability for online content, (iv) changing patterns of consumer behavior and not keeping up with new online selling models, (v) intense competition from online retailers, and (vi) online fraud.

VF’s failure to successfully respond to these risks might adversely affect sales in its e-commerce business, as well as damage its reputation and brands.

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We have entered into substantial operating lease commitments for retail space.

Due to the high fixed-cost structure associated with our direct-to-consumer operations, a decline in sales or the closure of or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of equipment and leasehold improvements and employee-related costs.

Due to the high fixed-cost structure associated with our direct-to-consumer operations, a decline in sales or the closure of or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of equipment, leasehold improvements and right-of-use assets, and employee-related costs.

VF’s net sales depend on the volume of traffic to its stores and the availability of suitable lease space.

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In order to generate consumer traffic, we locate many of our stores in prominent locations within successful retail shopping centers or in fashionable shopping districts.

Our stores benefit from the ability of the retail center and other attractions in an area to generate consumer traffic in the vicinity of our stores.

Our stores benefit from the ability of the retail center and other attractions in an area to generate

consumer traffic in the vicinity of our stores.

Part of our future growth is significantly dependent on our ability to operate stores in desirable locations with capital investment and lease costs providing the opportunity to earn a reasonable return.

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VF is susceptible to others copying its products and infringing its intellectual property rights, especially with the shift in product mix to higher priced brands and innovative new products in recent years.

Some of VF’s brands, such as The North Face ® , Vans ® , Ti mberland ® , Dickies ® and Supreme ® enjoy significant worldwide consumer recognition, and the higher pricing of certain of the brands' products creates additional risk of counterfeiting and infringement.

VF’s trademarks, trade names, patents, trade secrets and other intellectual property are important to VF’s success.

Some of VF’s brands, such as The North Face ® , Vans ® , Timberland ® and Dickies ® enjoy significant worldwide consumer recognition, and the higher pricing of certain of the brands' products creates additional risk of counterfeiting and infringement.

VF’s trademarks, trade names, copyrights, patents, trade secrets and other intellectual property are important to VF’s success.

Counterfeiting of VF’s products or infringement on its intellectual property rights could diminish the value of our brands and adversely affect VF’s revenues.

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There have been, and there may in the future be, opposition and cancellation proceedings from time to time with respect to some of VF's intellectual property rights.

In some cases, litigation may be necessary to protect or enforce our trademarks and other intellectual property rights.

In some cases, litigation may be necessary to protect or enforce our trademarks and other

VF Corporation Fiscal 2025 Form 10-K 15

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intellectual property rights.

Furthermore, third parties may assert intellectual property claims against us, and we may be subject to liability, required to enter into costly license agreements, if available at all, required to rebrand our products and/or prevented from selling some of our products if third parties successfully oppose or challenge our trademarks or successfully claim that we infringe, misappropriate or otherwise violate their trademarks, copyrights, patents or other intellectual property rights.

Bringing or defending any such claim, regardless of merit, and whether successful or unsuccessful, could be expensive and time-consuming and have a negative effect on VF's business, reputation, results of operations and financial condition.

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If VF encounters problems with its distribution system, VF’s ability to deliver its products to the market could be adversely affected.

VF relies on owned or leased VF-operated and third party-operated distribution facilities to warehouse and ship product to VF customers.

VF relies on owned or leased VF-operated and third party-operated distribution facilities to warehouse and ship product to VF customers and consumers.

VF’s distribution system includes computer-controlled and automated equipment, which may be subject to a number of risks related to security or computer viruses, the proper operation of software and hardware, power interruptions or other system failures.

Because substantially all of VF’s products are distributed from a relatively small number of locations, VF’s operations could also be interrupted by earthquakes, floods, fires or other natural disasters or other events outside VF's control affecting its distribution centers, including political or labor instability.

We maintain business interruption insurance under our property and cyber insurance policies, but it may not adequately protect VF from the adverse effects that could be caused by significant disruptions in VF’s distribution facilities.

Because substantially all of VF’s products are distributed from a relatively small number of locations, VF’s operations could also be interrupted by earthquakes, extreme environmental conditions, fires or other natural disasters or other events outside VF's control affecting its distribution centers, including political or labor instability.

We maintain business interruption insurance under our property and cyber insurance policies, but it may not adequately protect VF from the adverse effects that could be caused by significant

disruptions in VF’s distribution facilities.

In addition, VF’s distribution capacity is dependent on the timely performance of services by third parties, including the transportation of product to and from its distribution facilities.

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VF’s business and operations could be materially and adversely affected if it fails to create systems of monitoring, prevention, response, crisis management, continuity and recovery to mitigate natural or man-made economic, public health, political or environmental disruptions.

Business resiliency is important to VF’s success because there are a variety of risks generally associated with doing business on a global basis that may involve natural or man-made economic, public health (including the COVID-19 pandemic), political or environmental disruptions.

Disruptions, and government responses to any disruption, could cause, among other things, a decrease in consumer spending that would negatively impact our sales, delays in the fulfillment or cancellation of customer orders or disruptions in the manufacture and shipment of products, increased costs and a negative impact on our reputation and long-term growth plans.

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and international laws and regulations, and changes in regulatory requirements.

Changes in regulatory, geopolitical policies and other factors may adversely affect VF’s business or may require us to modify our current business practices.

Changes in regulatory, geopolitical policies and other factors may adversely affect VF’s business, results of operations and financial condition or may require us to modify our current business practices.

While enactment of any such change is not certain, if such changes were adopted or if we failed to anticipate and mitigate the impact of such changes, our costs could increase, which would reduce our earnings.

For example, on January 31, 2020, the United Kingdom ceased to be a member state of the European Union (commonly referred to as “Brexit”).

The United Kingdom and the EU subsequently reached a provisional post-Brexit Trade and Cooperation Agreement that contains new rules governing the relationship between the United Kingdom and Europe, including with respect to trade, travel and immigration.

Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets.

Any of these effects of Brexit, and others we cannot anticipate could adversely affect our business, results of operations and financial condition.

Any such change could adversely affect worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets.

Beginning in February 2022, in response to the military conflict between Russia and Ukraine, the U.S.

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VF is subject to increased tax and regulatory risks related to employees working remotely or otherwise in a tax location other than their normal work location or residential state or country.

These changes have created, and continue to create, challenges in managing our tax and regulatory compliance as well as acquiring and retaining cross-border talent, which could adversely affect our business, results of operations and financial condition.

These changes have created, and continue to create, challenges in managing our tax and regulatory compliance as well as acquiring and

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retaining cross-border talent, which could adversely affect our business, results of operations and financial condition.

Changes to U.S.

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Tariffs and other changes in U.S.

trade policy have in the past and could continue to trigger retaliatory actions by affected countries, and certain foreign governments have instituted, considered or are considering imposing retaliatory measures on certain U.S.

VF, similar to many other multinational corporations, does a significant amount of business that would be impacted by changes to the trade policies of the U.S.

trade policy have in the past triggered, are currently triggering and could continue to trigger retaliatory actions by affected countries, and certain foreign governments have instituted, considered or are considering imposing retaliatory measures on certain U.S.

VF, similar to many other multinational corporations, does a significant amount of business that is impacted by changes to the trade policies of the U.S.

and foreign countries (including governmental action related to tariffs, international trade agreements, or economic sanctions).

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and numerous foreign jurisdictions.

The current U.S.

Presidential Administration has proposed a higher U.S.

federal corporate tax rate and increased taxation of offshore income.

Such action could have a material effect on our financial position and results of operations.

In addition, many countries in the EU and around the globe have adopted and/or proposed changes to current tax laws.

Further, organizations such as the Organisation for Economic Co-operation and Development ("OECD") have published action plans that, if adopted by countries where we do business, could increase our tax obligations and compliance costs in these countries.

More specifically, the OECD has released rules to address tax challenges arising from the digitalization of the economy (i.e., Global Anti Base Erosion ("GloBE") model rules or "Pillar Two").

Certain members have already begun to enact at least portions of the model rules that are effective for tax years beginning on or after January 1, 2024.

The ultimate outcome of these rules that are enacted into law in each country may result in a material financial impact to VF.

Many countries in the EU and around the globe have adopted and/or proposed changes to current tax laws.

These changes include rules published by the Organisation for Economic Co-operation and Development (“OECD”) to address tax challenges arising from the digitization of the economy (i.e., Global Anti Base Erosion (“GloBE”) rules and Subject to Tax Rule (“STTR”) or “Pillar Two”) and are expected to increase our tax obligations and compliance costs in the countries where VF operates.

Due to the large scale of our U.S.

and international business activities, many of these enacted and proposed changes to the taxation of our activities could increase our worldwide effective tax rate and harm our financial position and results of operations.

and international business activities, many of these enacted and proposed changes to the taxation of our activities is expected to increase our worldwide effective tax rate and harm our financial position and results of operations.

We may have additional tax liabilities from new or evolving government or judicial interpretation of existing tax laws.

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and international tax laws and regulations.

This analysis

requires a significant amount of judgment and estimation and is often based on various assumptions about the future actions of tax authorities.

This analysis requires a significant amount of judgment and estimation and is often based on various assumptions about the future actions of tax authorities.

These determinations are the subject of periodic U.S.

and international tax audits and court proceedings.

In particular, tax authorities and the courts have increased their focus on income earned in no- or low-tax jurisdictions or income that is not taxed in any jurisdiction.

In particular, tax authorities and the courts have increased their

focus on income earned in no- or low-tax jurisdictions or income that is not taxed in any jurisdiction.

Tax authorities have also become skeptical of special tax rulings provided to companies offering lower taxes than may be applicable in other countries.

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The costs of compliance with, or the violation of, such laws and regulations by VF or by independent suppliers who manufacture products for VF could have an adverse effect on our operations and cash flows, as well as on our reputation.

Our business is subject to comprehensive national, state and local laws and regulations on a wide range of matters such as environmental, climate change, consumer protection, social, employment, privacy, safety and other matters.

Our business is subject to comprehensive national, state and local laws and regulations on a wide range of matters such as environmental, climate risk, consumer protection, social, employment, privacy, safety and other matters.

VF could be adversely affected by costs of compliance with or violations of those laws and regulations.

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Although we have policies and procedures to address compliance with the FCPA and similar laws, there can be no assurance that all of our employees, agents and other partners will not take actions in violation of our policies.

Any such violation could subject us to

Any such violation could subject us to sanctions or other penalties that could negatively affect our reputation, business and operating results.

VF Corporation Fiscal 2025 Form 10-K 17

sanctions or other penalties that could negatively affect our reputation, business and operating results.

Climate change and increased focus by governmental and non-governmental organizations, customers, consumers and investors on sustainability issues, including those related to climate change and socially responsible activities, may adversely affect our business and financial results and damage our reputation.

Climate change is occurring around the world and may impact our business in numerous ways.

Failure to monitor, adapt, build resilience, and develop solutions against the physical and transitional impacts from climate change may lead to revenue loss, market share loss, business interruptions, physical damage to our facilities, and rising costs.

Climate change could lead to increased volatility due to physical impacts of climate change on the supply chain, including the availability, quality and cost of raw materials.

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Climate risks and increased focus by governmental and non-governmental organizations, customers, consumers and investors on sustainability issues, including those related to climate risks and socially responsible activities, may adversely affect our business and financial results and damage our reputation.

Climate risks due to extreme environmental conditions may impact our business in numerous ways.

Failure to monitor, adapt, build resilience, and develop solutions against the physical and transitional impacts from extreme environmental conditions may lead to revenue loss, market share loss, business interruptions, physical damage to our facilities, and rising costs.

Extreme environmental conditions could lead to increased volatility due to physical impacts of environmental conditions on the supply chain, including the availability, quality and cost of raw materials.

Increased frequency and severity of extreme weather events (such as storms and floods) could cause increased incidence of disruption to the production and distribution of our products, increased costs for our business, including maintenance, repair, utilities and insurance costs, and an adverse impact on consumer demand and spending.

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These parties have placed increased importance on the implications of the social cost of their investments and/or have higher expectations of corporate conduct.

If our environmental, social and governance practices do not meet investor or other stakeholder expectations and standards, including related to climate change, sustainability, social impact, and human rights, and do not meet related regulations and expectations for increased transparency, which continue to evolve, our brands, reputation and employee retention may be negatively impacted.

If our environmental, social and governance practices do not meet investor or other stakeholder expectations and standards, including related to climate risk, corporate responsibility, social impact, and human rights, and do not meet related regulations and expectations for increased transparency, which continue to evolve, our brands, reputation and employee retention may be negatively impacted.

In addition, governmental and self-regulatory organizations, including the Securities and Exchange Commission ("SEC"), the New York Stock Exchange ("NYSE") and the European Financial Reporting Advisory Group ("EFRAG"), promulgate rapidly changing rules and regulations addressing environmental, social and governance topics.

These rules and regulations continue to evolve in scope and complexity and have resulted in, and are likely to continue to result in, increased expenses and increased management time and attention spent complying with or meeting such rules and regulations.

For example, collection of environmental, social and governance

data, developing and acting on initiatives within the scope of environmental, social and governance, and collecting, measuring and reporting environmental, social and governance related information and targets can be costly, difficult and time consuming and is subject to evolving reporting standards, including climate-related disclosure requirements and the EU's environmental, social and governance-related disclosure requirements set forth in the Corporate Sustainability Reporting Directive, and similar proposals and laws by other domestic and international regulatory bodies.

These rules and regulations continue to evolve in scope and complexity and have resulted in, and are likely to continue to result in, uncertainty in the requirements for compliance and increased expenses and increased management time and attention spent complying with or meeting such rules and regulations.

For example, collection and assurance of environmental, social and governance data, developing and acting on initiatives within the scope of

environmental, social and governance, and collecting, measuring and reporting environmental, social and governance related information and targets can be costly, difficult and time consuming and is subject to evolving reporting standards, including climate-and nature-related disclosure requirements and the EU's environmental, social and governance-related disclosure requirements set forth in the Corporate Sustainability Reporting Directive (“CSRD”), and similar proposals and laws by other domestic and international regulatory bodies.

If our environmental, social and governance related data, information, processes or reporting are incomplete or inaccurate, our reputation, business, financial performance and growth could be adversely affected.

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VF’s balance sheet includes a significant amount of intangible assets and goodwill.

A decline in the fair value of an intangible asset or of a business unit could result in an asset impairment charge, such as the recent impairment charges related to the Timberland ® , Dickies ® and Icebreaker ® reporting unit goodwill .

A decline in the fair value of an intangible asset or of a business unit could result in an asset impairment charge, such as the recent impairment charges related to the Dickies indefinite-lived intangible asset and Icebreaker reporting unit goodwill.

VF’s policy is to evaluate indefinite-lived intangible assets and goodwill for possible impairment as of the beginning of the fourth quarter of each year, or whenever events or changes in circumstances indicate that the fair value of such assets may be below their carrying amount.

In addition, intangible assets that are being amortized are tested for impairment whenever events or circumstances indicate that their carrying value may not be recoverable.

For these impairment tests, we use various

valuation methods to estimate the fair value of our business units and intangible assets.

In addition, intangible assets that are being amortized are tested for impairment whenever events or circumstances indicate that their carrying value may not be

For these impairment tests, we use various valuation methods to estimate the fair value of our business units and intangible assets.

If the fair value of an asset is less than its carrying value, we would recognize an impairment charge for the difference.

During the third quarter of Fiscal 2024, due to continued weakness and downturn in financial results, combined with expectations of a slower recovery than previously anticipated, VF determined that a triggering event had occurred requiring impairment testing of the Timberland and Dickies reporting unit goodwill and indefinite-lived trademark intangible assets.

As a result of the impairment testing performed, VF recorded goodwill impairment charges of $195.3 million and $61.8 million related to the Timberland and Dickies reporting units,

During the third quarter of Fiscal 2025, due to the continued downturn in the Dickies financial results and projections, combined with expectations of a slower recovery than previously anticipated, VF determined that a triggering event had occurred requiring impairment testing of the Dickies indefinite-lived trademark intangible asset.

As a result of the impairment testing performed, VF recorded an impairment charge of $51.0 million to the Dickies indefinite-lived trademark intangible asset.

18 VF Corporation Fiscal 2025 Form 10-K

respectively.

The goodwill impairment related to the reduction in financial projections for both reporting units.

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impairment primarily related to the reduction in financial projections for Dickies.

During the fourth quarter of Fiscal 2025, in connection with its annual impairment testing, VF performed a quantitative analysis of the Icebreaker reporting unit goodwill and indefinite-lived trademark intangible asset.

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The impairment related to lower financial projections.

During the fourth quarter of Fiscal 2024, due to the continued downturn in financial results and weakness in the wholesale channel, combined with expectations of a slower recovery, VF determined that a triggering event had occurred requiring additional impairment testing of the Timberland reporting unit goodwill and indefinite-lived trademark intangible assets.

As a result of the impairment testing performed, VF recorded an impairment charge of $211.7 million related to the Timberland reporting unit goodwill.

The impairment related to lower financial projections.

It is possible that we could have another impairment charge for goodwill or trademark and trade name intangible assets in future periods if (i) the businesses do not perform as projected, (ii) overall economic conditions in Fiscal 2025 or future years vary from our current assumptions (including changes in discount rates and foreign currency exchange rates), (iii) business conditions or our strategies for a specific business unit change from our current assumptions, (iv) investors require higher rates of return on equity investments in the marketplace, or (v) enterprise values of comparable publicly traded companies, or of actual sales transactions of comparable companies, were to decline, resulting in lower comparable multiples of revenues and earnings before interest, taxes, depreciation and amortization and, accordingly, lower implied values of goodwill and intangible assets.

It is possible that we could have another impairment charge for goodwill or trademark and trade name intangible assets in future periods if (i) the businesses do not perform as projected, (ii) overall economic conditions in Fiscal 2026 or future years vary from our current assumptions (including changes in discount rates, foreign currency exchange rates and tariffs), (iii) business conditions or our strategies for a specific business unit change from our current assumptions, (iv) investors require higher rates of return on equity investments in the marketplace, or (v) enterprise values of comparable publicly traded companies, or of actual sales transactions of comparable companies, were to decline, resulting in lower comparable multiples of revenues and earnings before interest, taxes, depreciation and amortization and, accordingly, lower implied values of goodwill and intangible assets.

Any future impairment charge for goodwill or intangible assets could have a material effect on our consolidated financial position or results of operations.

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Inflation, including as a result of inflationary pressures related to global supply chain disruptions, can also have a long-term impact on us because increasing costs of materials and labor may impact our ability to maintain satisfactory margins.

For example, the cost and availability of the materials that are used in our products, such as oil-related commodity prices and other raw materials, such as cotton, dyes and chemical and other costs, such as fuel, energy and utility costs, can fluctuate significantly as a result of inflation in addition to many other factors, including general economic conditions and demand, crop yields, energy prices, weather patterns, water supply quality and availability, public health issues (such as the COVID-19 pandemic) and speculation in the commodities markets.

A significant portion of our products also

are manufactured in other countries and declines in the values of the U.S.

A significant portion of our products also are manufactured in other countries and declines in the values of the U.S.

dollar may result in higher manufacturing costs.

In the future, VF may not be able to offset cost increases with other cost reductions or efficiencies or to pass higher costs on to its customers.

In the future, VF may not be able to offset cost increases with other cost reductions or efficiencies or to pass higher costs on to its consumers and customers.

This could have a material adverse effect on VF’s results of operations, liquidity and financial condition.

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VF’s hedging strategies may not be effective in mitigating those risks.

A growing percentage of VF’s total revenues (approximately 54% in Fiscal 2024) is derived from markets outside the U.S.

A growing percentage of VF’s total revenue (approximately 55% in Fiscal 2025) is derived from markets outside the U.S.

Many of VF’s international businesses operate in functional currencies other than the U.S.

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and global capital markets would be adversely affected and our liquidity and cost of capital would be adversely impacted.

20 VF Corporation Fiscal 2024 Form 10-K

VF’s indebtedness could have a material adverse effect on its business, financial condition and results of operations and prevent VF from fulfilling its financial obligations, and VF may not be able to maintain its current credit ratings, may not continue to pay dividends or repurchase its common stock and may not remain in compliance with existing debt covenants.

As of March 30, 2024, VF had approximately $6.0 billion of debt outstanding.

V F’s debt and interest payment requirements could have important consequences on its business, financial condition and results of operations.

As of March 29, 2025, VF had approximately $4.0 billion of debt outstand ing.

VF’s debt and interest payment requirements could

VF Corporation Fiscal 2025 Form 10-K 19

Table of Conten ts

have important consequences on its business, financial condition and results of operations.

For example, they could:

• require VF to dedicate a substantial portion of its cash flow from operations to repaying its indebtedness, which would reduce the availability of its cash flow to fund working capital requirements, capital expenditures, future acquisitions, dividends, repurchase VF’s common stock and for other general corporate purposes;

• require VF to dedicate a substantial portion of its cash flow from operations to repaying its indebtedness, which would reduce the availability of its cash flow to fund working capital requirements, capital expenditures, future acquisitions, dividends, repurchases of VF’s common stock, and for other general corporate purposes;

• limit VF’s flexibility in planning for or reacting to general adverse economic conditions or changes in its business and the industries in which it operates;

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As a result of recent downgrades by S&P Global Inc.

and Moody's Investor Services, Inc., VF's global credit facility and term loan were subject to interest rate adjustments.

and Moody's Investor Services, Inc., VF's global credit facility was subject to interest rate adjustments.

In addition, VF may incur substantial additional indebtedness in the future to fund acquisitions, repurchase common stock or fund other activities for general business purposes.

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A reduction in the amount or suspension of our cash dividend payments or a reduction in the level or discontinuation of our share repurchases could have a negative effect on VF’s stock price.

Beginning in the fourth quarter of Fiscal 2023, we reduced the cash dividend, which is expected to support the return to VF's target leverage ratio and provide additional financial flexibility.

In addition, under VF's $2.25 billion senior unsecured revolving line of credit, the total amount of certain payments, including cash dividends, is limited to $500.0 million annually, on a calendar-year basis.

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Differences between estimated and actual results give rise to gains and losses that are deferred and amortized as part of future pension expense, which can create volatility that adversely impacts VF’s future operating results.

In May 2025 VF executed a resolution to terminate VF's U.S.

qualified defined benefit pension plan, which is frozen and no longer accrues benefits.

As of March 2025, the fair value of the plan's assets exceeded its benefit obligation.

The termination of the plan is anticipated to be effective in July 2025, is subject to the appropriate regulatory approvals, and is expected to be completed in Fiscal 2026.

VF's ultimate settlement obligations will depend upon both the nature and timing of participant settlements and prevailing market conditions.

20 VF Corporation Fiscal 2025 Form 10-K

Table of Conten ts

The spin-off of Kontoor Brands, Inc.

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Regional epidemics or global pandemics may materially and adversely affect our business, financial condition and results of operations.

The occurrence of regional epidemics or a global pandemic may adversely affect our business, financial condition and results of operations.

The occurrence of regional epidemics or a global pandemic may, and has, adversely affect our business, financial condition and results of operations.

For example, the COVID-19 pandemic has and could continue to materially and adversely affect our business, financial condition and results of operation.

Our business has been, and could continue to be, impacted by the effects of the COVID-19 pandemic in countries and territories where we operate and where our employees, suppliers, third-party service providers, consumers or customers are located.

Our operations may be closed again or experience operational restrictions if and where there is a resurgence in COVID-19 or new variants of the virus emerge.

Our operations may be closed again or experience operational restrictions if and where there is a resurgence in COVID-19 or new variants of the virus emerge or other viruses emerge.

We may continue to experience significant reductions in demand and significant volatility in demand for our products by consumers and customers, resulting in reduced orders, order cancellations, lower revenues, higher discounts, increased inventories, decreased value of inventories and lower gross margins.

We may be negatively impacted by significant uncertainty and turmoil in global economic and financial market conditions causing, among other things:

decreased consumer

confidence and decreased consumer spending, inability to access financing in the credit and capital markets (including the commercial paper market) at reasonable rates (or at all), increased exposure to fluctuations in foreign currency exchange rates relative to the U.S.

be negatively impacted by significant uncertainty and turmoil in global economic and financial market conditions causing, among other things:

decreased consumer confidence and decreased consumer spending, inability to access financing in the credit and capital markets (including the commercial paper market) at reasonable rates (or at all), increased exposure to fluctuations in foreign currency exchange rates relative to the U.S.

Dollar, and volatility in the availability and prices for commodities and raw materials we use for our products and in our supply chain.

We may continue to fail to meet our consumers’ and customers’ needs for inventory production and fulfillment due to disruptions in our supply chain and increased costs associated with mitigating the effects of the pandemic.

We may fail to meet our consumers’ and customers’ needs for inventory production and fulfillment due to disruptions in our supply chain and increased costs associated with mitigating the effects of a pandemic.

These impacts have placed, and could continue to place, limitations on our ability to execute our business plan and materially and adversely affect our business, financial condition and results of operations.

Measures to contain a global pandemic, including COVID-19, may exacerbate other risks discussed in this “Risk Factors” section, any of which could have a material effect on us.

The extent of the impact of the COVID-19 pandemic will depend on future developments, including the duration, severity and any resurgences of COVID-19, which are uncertain and cannot be predicted.

Measures to contain a global pandemic may exacerbate other risks discussed in this “Risk Factors” section, any of which could have a material effect on us.

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-K

Item 1A. Risk Factors