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Item 1A. Risk Factors

2026-01-28 compared with 2025-10-28 · 23 added, 16 removed, 13 unchanged (75% of the section changed)

4 unchanged sentences

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

Other than the risk factor identified below, there have been no material changes to the risk factors identified in Part I, “Item 1A.

Other than the risk factors identified below, there have been no material changes to the risk factors identified in Part I, “Item 1A.

Risk Factors” in the Fiscal 2025 Form 10-K.

BUSINESS AND OPERATIONAL RISKS

There are risks associated with VF’s acquisitions, divestitures and portfolio management, including our pending sale of the Dickies ® brand to Bluestar Alliance LLC.

Any acquisitions, divestitures or mergers by VF, including our pending sale of the Dickies ® brand to Bluestar Alliance LLC, 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, tax impacts, 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

43 VF Corporation Q2 FY26 Form 10-Q

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 or separation of divested businesses more difficult.

There are risks associated with VF’s acquisitions, divestitures and portfolio management, including our recently completed sale of the Dickies ® brand business to Bluestar Alliance LLC.

Any acquisitions, divestitures or mergers by VF, including our completed sale of the Dickies ® brand business to Bluestar Alliance LLC, 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.

We may not be successful in overcoming these risks or any other problems encountered in connection with any acquisitions or divestitures.

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

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

1 unchanged sentence

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.

On September 15, 2025, we announced that we entered into a definitive agreement for Bluestar Alliance LLC to acquire the

Dickies ® brand from VF for $600 million in cash.

The sale, which is expected to close by the end of calendar year 2025, is subject to customary closing conditions, including obtaining necessary regulatory approvals.

We and Bluestar Alliance LLC may be unable to satisfy such closing conditions in a timely manner or not at all and, accordingly, the sale of the Dickies ® brand may be delayed or may not be completed.

Failure to complete the sale of the Dickies ® brand could have a material and adverse effect on us, including by delaying our strategic and other objectives relating to the separation of the Dickies ® brand and adversely affecting our plans to use the proceeds from the sale.

Even if the sale is completed, we may not realize some or all the expected benefits.

On September 15, 2025, we announced that we entered into a definitive agreement for Bluestar Alliance LLC to acquire the Dickies ® brand business from VF for $600 million in cash.

On November 12, 2025, we completed the Dickies ® brand business sale.

Although the sale is completed, we may not realize some or all the expected benefits of separating the brand, including strategic and other objectives.

Further, divestitures involve significant challenges and risks, including the need to provide transition services, which may result in stranded costs and the diversion of resources and focus;

and the need to separate operations, systems, and technologies, which is an inherently risky and potentially lengthy and costly process.

In addition, executing the sale of the Dickies ® brand will require significant time and attention from management, which would divert attention from the management of our operations and the pursuit of our business strategies.

45 VF Corporation Q3 FY26 Form 10-Q

FINANCIAL RISKS

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 charge related to the Napapijri 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.

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 2026, a downward revision in Napapijri financial projections triggered VF to perform a quantitative analysis of the Napapijri reporting unit goodwill and indefinite-lived trademark intangible asset.

As a result of the

impairment testing performed, VF recorded an impairment charge of $30.7 million to the Napapijri reporting unit goodwill.

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.

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

What changed 10-Q

Item 1A. Risk Factors