Abercrombie & Fitch Co 10-K for FY2026
Abercrombie & Fitch Co (ANF)
10-K
2026-03-26
For: 2026-01-31
View Original
Added on
April 11, 2026
About this 10-K
Abercrombie & Fitch Co filed this 10-K on March 26, 2026, covering the fiscal year ended January 31, 2026 (FY2026).
Headline figures
Fiscal year ended January 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.27B
- up 6.4% from $4.95B a year earlier
- Net income
- $506.92M
- down 10.5% from net income of $566.22M a year earlier
- Diluted EPS
- $10.46
- down 2.2% from $10.69 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended January 31, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-12107
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (614 ) 283-6500
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes ¨ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| x | Accelerated filer | ¨ | |||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes x No
Aggregate market value of the registrant’s Class A Common Stock (the only outstanding common equity of the registrant) held by non-affiliates of the registrant (for this purpose, executive officers and directors of the registrant are considered affiliates) as of August 2, 2025: $4,185,511,161 . Number of shares outstanding of the registrant’s common stock as of March 20, 2026: 44,924,473 shares of Class A Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant’s definitive proxy statement for the 2026 Annual Meeting of Stockholders, are incorporated by reference into Part III of this Annual Report on Form 10-K. The registrant expects to file such definitive proxy statement with the Securities and Exchange Commission within 120 days of its fiscal year ended January 31, 2026.
Table of Contents
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| Abercrombie & Fitch Co. | 2 | 2025 Form 10-K | ||||||
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K may constitute forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond our control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “should,” “are confident,” “will,” “could,” “outlook,” or the negative versions of those words or other comparable words and similar expressions may identify forward-looking statements. Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the forward-looking statements included in this Annual Report on Form 10-K will prove to be accurate. Factors that could cause results to differ from those expressed in the forward-looking statements include, but are not limited to, the risks described or referenced in “ITEM 1A. RISK FACTORS,” of this Annual Report on Form 10-K and otherwise in our reports and filings with the SEC, as well as the following:
•risks and uncertainties related to global trade policy and international trade disputes, including the impact of the imposition or threat of imposition of new or increased tariffs or modification of existing tariffs by the United States or foreign governments, including uncertainty regarding the timing and implementation of changes to existing tariff programs, or other changes to trade policies or arrangements;
•risks related to changes in global economic and financial conditions, including inflation, and the resulting impact on consumer spending and our operating results, financial condition, and expense management;
•risks and uncertainty related to the implementation and effectiveness of new enterprise resource planning (“ERP”) systems, including the risk of temporary disruptions that may adversely affect inventory management and selling activities;
•risks related to our global operations and supply chain, including political or climate-related conditions in the countries where we sell or source our products;
•risks related to the geopolitical landscape and ongoing armed conflicts, acts of terrorism, mass casualty events, social unrest, civil disturbance or disobedience and the impact of such conflicts or events on international trade, supplier delivery, energy costs, or freight costs;
•risks related to natural disasters and other unforeseen catastrophic events;
•risks related to our failure to engage our customers, anticipate customer demand, expectations, and changing fashion trends, and manage our inventory and product delivery;
•risks related to our failure to operate effectively in a highly competitive and constantly evolving industry;
•risks related to our ability to successfully invest in and execute on our customer, digital and omnichannel initiatives;
•risks related to our ability to successfully execute technology initiatives and partnerships, including those relating to artificial intelligence (“AI”) technology;
•risks related to our ability to execute on, and maintain the success of, our current or any future strategic and growth initiatives, including risks related to the review of strategic alternatives for our Asia-Pacific (“APAC”) business;
•risks related to the effects of seasonal fluctuations on our sales and our performance during the back-to-school and holiday selling seasons;
•risks related to fluctuations in foreign currency exchange rates;
•risks related to fluctuations in our tax obligations and effective tax rate, including as a result of earnings and losses generated from our global operations, may result in volatility in our results of operations;
•risks and uncertainty related to adverse public health developments;
•risks related to cybersecurity threats and privacy or data security breaches, and the potential loss or disruption of our information technology systems;
•risks related to the continued validity of our trademarks and our ability to protect our intellectual property;
•risks associated with corporate responsibility, including those associated with climate change;
•risks related to reputational harm to the Company, its officers, and directors;
•risks related to actual or threatened litigation; and
•uncertainties related to future legislation, regulatory reform, policy changes, or interpretive guidance on existing laws and regulations.
In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements included herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its forward-looking statements, including any financial targets and estimates, whether as a result of new information, future events, or otherwise. As used herein, “Abercrombie & Fitch Co.,” “A&F,” the “Company,” “we,” “us,” “our,” and similar terms include Abercrombie & Fitch Co. and its subsidiaries, unless the context indicates otherwise.
| Abercrombie & Fitch Co. | 3 | 2025 Form 10-K | ||||||
PART I
Item 1. Business
GENERAL
Abercrombie & Fitch Co. (“A&F”), a company incorporated in Delaware in 1996, through its subsidiaries (collectively, A&F and its subsidiaries are referred to as the “Company”), is a global, digitally-led, omnichannel retailer. The Company offers a broad assortment of apparel, personal care products and accessories for men, women and kids, which are sold primarily through its Company-owned stores and digital channels, as well as through various third-party arrangements.
The Company manages its business on a geographic basis, consisting of three reportable segments: Americas; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”). Corporate functions and other income and expenses are evaluated on a consolidated basis and are not allocated to the Company’s segments and therefore are included as a reconciling item between segment and total operating income.
The Company’s brand families include Abercrombie brands and Hollister brands. These brands share a commitment to offering unique products of enduring quality and exceptional comfort that allow customers around the world to express their own individuality and style.
The Company’s fiscal year ends on the Saturday closest to January 31. This typically results in a fifty-two-week year, but occasionally gives rise to an additional week, resulting in a fifty-three-week year, as was the case in Fiscal 2023. Fiscal years are designated in the Consolidated Financial Statements and Notes thereto, as well as the remainder of this Annual Report on Form 10-K, by the calendar year in which the fiscal year commenced. All references herein to the Company’s fiscal years are as follows:
| Fiscal year | Year ended / ending | Number of weeks | ||||||||||||
| Fiscal 2023 | February 3, 2024 | 53 | ||||||||||||
| Fiscal 2024 | February 1, 2025 | 52 | ||||||||||||
| Fiscal 2025 | January 31, 2026 | 52 | ||||||||||||
| Fiscal 2026 | January 30, 2027 | 52 | ||||||||||||
For additional information about the Company’s business, see “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” as well as “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA,” of this Annual Report on Form 10-K.
SEGMENT AND BRAND INFORMATION
The Company determines its segments after taking into consideration a variety of factors, including its organizational structure and the basis that it uses to allocate resources and assess performance. The Company manages its business on a geographic basis, consisting of three reportable segments: Americas; EMEA; and APAC.
The Company’s segments are as follows:
Region | Description | |||||||
Americas | The Americas segment includes operations in North America and South America | |||||||
EMEA | The EMEA segment includes operations in Europe, the Middle East and Africa | |||||||
APAC | The APAC segment includes operations in the Asia-Pacific region, including Asia and Oceania. | |||||||
The Company’s brand families include Abercrombie brands and Hollister brands, each sharing a commitment to offer products of enduring quality and exceptional comfort that support global customers on their journey to being and becoming who they are.
Brand family | Description | |||||||
Abercrombie | Abercrombie strives to make every day feel exceptional, creating a sense of getaway through its quality apparel, accessories and fragrance crafted for every occasion. The Abercrombie brand family connects with customers through various supporting brands and assortment collections, including, but not limited to, Abercrombie & Fitch, abercrombie kids, and Your Personal Best (YPB). | |||||||
Hollister | Hollister creates quality apparel, accessories and fragrance made for capturing moments, creating memories and being unapologetically you. The Hollister brand family connects with customers through various supporting brands and assortment collections including, but not limited to, Hollister and Gilly Hicks. | |||||||
Additional information concerning the Company’s segment and geographic information is contained in Note 18, “SEGMENT REPORTING” of the Notes to Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K.
| Abercrombie & Fitch Co. | 4 | 2025 Form 10-K | ||||||
STRATEGY AND KEY BUSINESS PRIORITIES
The Company remains committed to, and confident in, its vision of being a global, digitally-led, omnichannel retailer and continues to evaluate corporate growth opportunities and initiatives that support this vision.
Over the last several years, A&F Co. has worked to successfully transform its brands, business and culture, while delivering on its financial commitments. As the Company looks forward, it’s focused on evaluating opportunities that continue to deliver sustainable, profitable growth. The Company expects to:
•Deliver Consistent Global Growth Across Brands by investing in owned-and-operated channels with the expectation of continued net sales growth, including through net new store openings, digital fulfillment, and marketing.
•Expand Channels and Categories by increasing net sales growth in new and select markets through the use of franchise, wholesale, and licensing partnerships. The Company also plans to expand into new, adjacent product categories that resonate with each brand’s target customer.
•Execute a Multifaceted Strategy that includes evaluating sourcing footprint, adjusting pricing or promotions, and expense reduction initiatives to stabilize product and operating costs in attempt to meaningfully mitigate external cost pressure, including near-term tariff impacts.
•Enhance and Modernize our Key Systems and Leverage Technology to support operational productivity and to improve the customer journey.
•Execute Financial Discipline to maintain double-digit operating margins and expand net income per diluted share.
The Company’s strategic priorities continue to evolve based on changing consumer demands and new strategic opportunities, and management reviews and prioritizes investments and strategic focus areas to address such demands and opportunities.
OVERVIEW OF OPERATIONS
Omnichannel Initiatives
As customer shopping preferences continue to evolve and customers increasingly shop across multiple channels, the Company aims to create best-in-class customer experiences and grow total company profitability by delivering improvements through a continuous test-and-learn approach. Digital platforms remain a driver for customer engagement and sales, with a majority of sales continuing to be through digital channels for the Abercrombie brands. Despite this concentration in digital channels, stores continue to comprise a majority of sales for the Hollister brand’s customer. Additionally, stores continue to be an important part of our customers’ omnichannel experience. The Company believes that the customers’ shopping experience is improved by its offering of omnichannel capabilities, which include purchase-online-pickup-in-store, ship-from-store, and cross-channel returns. These features allow our customers ease of access to shop the brands’ and a seamless transition between in-store and online offerings.
Digital Operations
In order to continuously improve the customer experience, including providing a more seamless and consistent shopping experience across channels, the Company continues to invest in its digital infrastructure. Such investments have included replacement of our merchandising ERP system, which went live in March 2026. Refer to “ITEM 1A. RISK FACTORS - Our inability to successfully manage our multi-year ERP system transformations, including the implementation of our new merchandising and human capital management systems, as well as any future system transformations, may adversely affect our business and results of operations or the effectiveness of our internal controls over financial reporting.” of this Annual Report on Form 10-K for further discussion.
As part of its digital operations, the Company utilizes emerging technologies, including AI, to support business processes and the customer experience. The Company has the capability to ship merchandise to customers in more than 105 countries and process transactions in 21 currencies and through 17 forms of payment globally. The Company operates desktop and mobile websites for its brands globally, which are available in various local languages. The Company also operates four mobile applications that provide an enhanced mobile shopping experience to the customer and provide us with customer insights. The Company continues to develop and invest its mobile capabilities as mobile engagement continues to grow, with over 89% of the Company’s digital traffic generated from mobile devices in Fiscal 2025. In addition, in its efforts to expand its global brand reach, the Company also partners with certain third-party e-commerce platforms.
| Abercrombie & Fitch Co. | 5 | 2025 Form 10-K | ||||||
Store Operations
The Company has a goal of finding the right size, right location and right economics for omni-enabled stores that cater to local customers. During Fiscal 2025, the Company opened 62 new store locations, remodeled 47 store locations, right-sized an additional 11 store locations and closed 22 stores. The Company’s stores continue to play an essential role in creating brand awareness and serving as physical gateways to the brands. Stores also serve as local hubs for online engagement as the Company continues to evolve its omnichannel capabilities to create seamless shopping experiences.
As of January 31, 2026, all of the retail stores operated by the Company are located in leased facilities, primarily in shopping centers. These leases generally have initial terms of between one and ten years. Certain leases also include early termination options, which can be exercised under specific conditions. The leases expire at various dates between Fiscal 2026 and Fiscal 2038.
Franchise, License, and Wholesale Operations
The Company seeks to expand its global brand reach, create brand awareness and develop local presence through various franchise, licensing, and wholesale arrangements. The Company has franchise agreements under which it provides third-party partners the right to sell its product and operate stores in various geographic regions, including the Middle East, Central America, South America, and Asia.
The Company also has license agreements under which it acts as a licensee, with various third parties providing the Company with the rights to sell apparel and accessories with licensed trademarks, such as collegiate and professional sports teams. The Company also acts as licensor under licensing agreements under which the Company provides licenses to third-party partners to manufacture and sell designated products, such as certain new and existing apparel categories, eyewear, and fragrances. As of January 31, 2026, the Company had wholesale partnerships, primarily in the Americas and EMEA.
Store Count
As of January 31, 2026, the Company operated 829 retail stores and the Company’s franchisees operated 60 franchise stores across the Company’s regions and brands as detailed in the table below.
| Americas | EMEA | APAC | Total (1) | |||||||||||||||||||||||
Company-owned | ||||||||||||||||||||||||||
Abercrombie | 239 | 36 | 31 | 306 | ||||||||||||||||||||||
Hollister | 396 | 101 | 26 | 523 | ||||||||||||||||||||||
Company-owned total | 635 | 137 | 57 | 829 | ||||||||||||||||||||||
Franchise | ||||||||||||||||||||||||||
| Abercrombie | 20 | 9 | 8 | 37 | ||||||||||||||||||||||
| Hollister | 10 | 10 | 3 | 23 | ||||||||||||||||||||||
Franchise total | 30 | 19 | 11 | 60 | ||||||||||||||||||||||
Total | 665 | 156 | 68 | 889 | ||||||||||||||||||||||
For Company-owned store count and gross square footage by geographic region and brand as of January 31, 2026, and February 1, 2025, refer to “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of this Annual Report on Form 10-K.
SOURCING OF MERCHANDISE INVENTORY
The Company uses an agile inventory model to help manage inventory costs and production volumes to reflect customer demand trends. Specifically the Company’s inventory model is intended to help enable optimization of inventory levels, increase speed and response time to react to customer demand and preferences, and promote operational agility. The Company works with its network of third-party vendors to supply compelling, high-quality product assortments to its customers. These vendors are expected to operate in compliance with the laws of their respective countries and all other applicable laws, rules, and regulations and have committed to follow the standards set forth in the Company’s Vendor Code of Conduct, regarding human rights, labor rights, environmental responsibility, and workplace safety.
The Company sourced merchandise through approximately 124 vendors located in 15 countries, including the U.S., during Fiscal 2025. Approximately 37% and 26% of cost of merchandise receipts during Fiscal 2025 were from vendors located in Vietnam and Cambodia, respectively. The Company’s largest vendor accounted for approximately 8% of merchandise sourced in Fiscal 2025, based on the cost of sourced merchandise. The Company believes its product sourcing is appropriately distributed among vendors. Refer to “ITEM 1A. RISK FACTORS - We depend upon independent third parties for the manufacture and delivery of our merchandise, and a disruption of the manufacture or delivery of our merchandise could have a material adverse impact on our business” and “Changes in tariff policy regarding merchandise produced in, and raw materials sourced from, certain countries have and could continue to adversely affect our business” of this Annual Report on Form 10-K for further discussion of risks related to sourcing of our merchandise.
| Abercrombie & Fitch Co. | 6 | 2025 Form 10-K | ||||||
DISTRIBUTION OF MERCHANDISE INVENTORY
The Company’s distribution network is built to deliver inventory to Company-operated and global franchise stores and fulfill digital and wholesale orders with speed and efficiency. Generally, merchandise is shipped directly from vendors to the Company’s distribution centers, where it is received and inspected before being shipped to the Company’s stores or its digital or wholesale customers.
The Company relies on both Company-owned and third-party distribution centers to manage the receipt, storage, sorting, packing and distribution of its merchandise. Additional information pertaining to certain of the Company’s distribution centers as of January 31, 2026 follows:
| Location | Company-owned or third-party | |||||||
New Albany, Ohio (primarily serves store and digital operations) | Company-owned | |||||||
New Albany, Ohio (serves only digital operations) | Company-owned | |||||||
Bergen op Zoom, Netherlands (primarily serves store and digital operations) | Third-party | |||||||
Shanghai, China (primarily serves store and digital operations) | Third-party | |||||||
Goodyear, Arizona (serves only digital operations) | Third-party | |||||||
The Company primarily used seven contract carriers to ship merchandise and related materials to its North American customers, and several contract carriers for its global customers outside of North America during Fiscal 2025.
CUSTOMER ENGAGEMENT
The Company engages with its customers through in-store and digital interactions, loyalty programs, social media platforms, mobile applications, online surveys and customer reviews, and continues to evolve in response to the feedback it receives through these channels. The Company’s customer relationship management strategies support the Company’s development of direct relationships with its customers and allow the Company to harness insights. Our brands have strong global followings on key social media platforms, and the Company also partners with brand representatives, influencers, celebrities, and athletes to market its products and communicate its brands’ identities. The Company aims to be at the forefront of customer engagement and continues to explore new methods to connect with its customers.
The Company also offers its loyalty programs, Abercrombie’s myAbercrombie® and Hollister’s Hollister House Rewards®. The Company believes that these programs are important enablers of its customer engagement strategy as the Company aims to seamlessly interact and connect with customers across all touchpoints through members-only offers, items, and experiences. Under these loyalty programs, customers accumulate points primarily based on purchase activity and earn rewards as points are converted at certain thresholds. These rewards can be redeemed for merchandise discounts either in-store or online. In addition to earning and redeeming awards, loyalty members may receive other benefits at specified spending threshold tiers, such as free shipping and extended return windows. The loyalty programs continue to provide timely customer insights and personalization opportunities, and the Company believes these programs generate repeat business and contribute to higher average transaction value.
COMPETITION
The Company operates in a rapidly evolving and highly competitive retail business environment. Competitors include individual and chain specialty apparel retailers; local, regional, national and global department stores; discount stores, fast fashion,
value fashion and off-price retailers; social commerce; and digitally-native brands and online-exclusive businesses. Additionally, the Company competes for consumers’ discretionary spending with businesses in other product and experiential categories such as technology, restaurants, travel and media content.
The Company competes primarily on the basis of differentiating its brands from those of its competition through product, providing high quality and newness; brand voice, amplifying and consolidating brand messaging; and experience, investing in immersive, participatory omnichannel shopping environments.
Operating in a highly competitive industry environment can cause the Company to engage in greater than expected promotional activity, which would result in pressure on average unit retail and profitability. Refer to “ITEM 1A. RISK FACTORS - Our failure to operate effectively in a highly competitive and constantly evolving industry could have a material adverse impact on our business” of this Annual Report on Form 10-K for further discussion of the potential impacts competition may have on the Company.
| Abercrombie & Fitch Co. | 7 | 2025 Form 10-K | ||||||
SEASONAL BUSINESS
Historically, the Company’s operations have been seasonal in nature and consist of two principal selling seasons: the spring season, which includes the first and second fiscal quarters (“Spring”) and the fall season, which includes the third and fourth fiscal quarters (“Fall”). Due to the seasonal nature of the retail apparel industry, the results of operations for any current period are not necessarily indicative of the results expected for the full fiscal year and the Company could have significant fluctuations in certain asset and liability accounts. The Company historically experiences its greatest sales activity during the Fall season due to back-to-school and holiday sales periods. Refer to “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of this Annual Report on Form 10-K for further discussion.
TRADEMARKS
The trademarks Abercrombie & Fitch®, abercrombie®, Hollister®, Gilly Hicks®, and the “Moose” and “Seagull” logos are registered with the U.S. Patent and Trademark Office and registered, or the Company has applications for registration pending, with the registries of countries in key markets within the Company’s sales and distribution channels. In addition, these trademarks are either registered, or the Company has applications for registration pending, with the registries of many of the foreign countries in which the manufacturers of the Company’s products are located. The Company has also registered, or has applied to register, certain other trademarks in the U.S. and around the world. The Company believes its products are identified by its trademarks and, therefore, its trademarks are of significant value. Each registered trademark has a duration of 10 to 20 years, depending on the date it was registered, and the country in which it is registered, and is subject to an indefinite number of renewals for a like period upon continued use and appropriate application. The Company intends to continue using its core trademarks and to timely renew each of its registered trademarks that remain in use.
INFORMATION TECHNOLOGY SYSTEMS
The Company’s owned and third-party-operated management information technology systems consist of a full range of retail, merchandising, human resource and financial systems. These systems include applications related to point-of-sale, digital operations, inventory management, supply chain, planning, sourcing, merchandising, payroll, scheduling and financial reporting. The Company continues to invest in technology to upgrade its core systems, including its merchandising and human capital management ERP systems and modernizing its key data platforms, to enhance reporting and analytics, create efficiencies and to support its digital operations, omnichannel capabilities, customer relationship management tools and loyalty programs.
WORKING CAPITAL
Refer to “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of this Annual Report on Form 10-K for a discussion of the Company’s cash requirements and sources of cash available for working capital needs and investment opportunities.
HUMAN CAPITAL MANAGEMENT
The Company strives to create a culture that drives strategic and key business priorities forward, while being welcoming and inclusive, encouraging associates to impact their global communities positively. The Company believes that the strength of its unique culture is a competitive advantage, and intends to continue building upon that culture to improve performance across its business.
| Abercrombie & Fitch Co. | 8 | 2025 Form 10-K | ||||||
Therefore, the Company believes that the attraction, retention, and management of qualified talent are integral to its success. The Company has policies and practices in place that are focused on creating a culture and work environment free from abuse, harassment or discrimination of any kind. Highlights of our key human capital management programs and efforts include the following:
•Living a corporate purpose of “Being here for you on the journey to being and becoming who you are.” The Company’s corporate purpose was developed after conducting listening sessions with our associates and customers, and by weaving in key themes from each of the brand purposes.
•Offering competitive compensation and benefits to help the Company attract, motivate, and retain the key talent necessary to achieve outstanding business and financial results. The Company’s compensation offerings include cash-based and equity-based incentive awards for eligible associates in order to align the interests of those associates with our stockholders. In addition, the Company continues to provide hybrid and remote work arrangements for corporate home office associates where feasible, including “work from anywhere” days and weeks. We also support our associates and their families beyond our competitive compensation with comprehensive benefits offerings based on associate eligibility and geographic location. For example, we provide eligible associates with paid parental leave in the United States and internationally based on local law, as well as adoption and fertility support benefits to all eligible associates globally.
•Improving associate engagement through open communication channels with a focus on associate experience. The Company regularly holds all-Company meetings that enable us to communicate with our associates. The Company also collects feedback through various engagement surveys throughout the year to better understand the associate experience and drive improvements, with the most recent organization-wide survey conducted in January 2026.
•Fostering associate development by providing a wide variety of growth and development opportunities throughout associates’ careers. This includes structured development programs, access to online skill development platforms, stretch assignments, internal career pathing, self-awareness exercises, and active coaching. The Company also uses leadership standards to help associates identify the core behaviors essential for their career growth, as well as personal growth, on their journey at the Company. Resources in support of these efforts include the Company’s internal job board, which empowers associates to apply for open roles and/or to seek advancement opportunities within the Company, as well as formalized talent reviews to discuss associate development opportunities.
•Aiming to create a culture of belonging and working to ensure that all associates feel respected and represented. We believe that when we do this, we are stronger across every aspect of our business. The Company follows core principles to embed a sense of community into our organization and promote inclusion and belonging, including having a workforce that reflects the communities we serve, building a leadership team that reflects the values of our workforce, welcoming all associates to participate in any of our associate resource groups, and driving fairness through our compensation and benefits offerings.
•Encouraging community involvement of our associates by promoting various charitable, philanthropic, and social awareness programs, which the Company believes fosters a collaborative and rewarding work environment. The Company provides support to global organizations in the form of cash donations, volunteerism, and in-kind support. In partnership with its vendor partners, customers, and associates, the Company is proud to support community partners serving youth, teens, and young adults with a focus on mental health and wellness, empowerment, and inclusion. The Company offers our associates a paid volunteer day each year for eligible volunteer work.
•Focusing on the health and safety of our associates by investing in various wellness programs that are designed to enhance the physical, financial, and mental well-being of our associates globally. The Company provides benefits-eligible associates and their families with access to free and confidential counseling through our Employee Assistance Program, as well as free access to a meditation and mindfulness app. The Company also provides regular programming on financial planning and mental health.
Associates
The Company employed approximately 43,200 associates globally as of January 31, 2026, of whom approximately 36,600 were part-time associates. As of January 31, 2026, the Company employed approximately 34,800 associates in the U.S., and employed approximately 8,400 associates outside of the U.S. The Company employs temporary, seasonal associates at times, particularly during Fall, when it experiences its greatest sales activity due to back-to-school and holiday sales periods.
The proportion of associates represented by works councils and unions is not significant and is generally limited to associates in the Company’s European stores.
Board Oversight
A&F’s Board of Directors (the “Board of Directors”) and its committees oversee human capital matters. The Compensation and Human Capital Committee of the Board of Directors oversees the Company’s overall compensation structure, policies and programs, as well as administration of the Company’s cash-based and equity-based performance award programs. The Compensation and Human Capital Committee further reviews and monitors the Company’s human capital management strategies, programs, policies and practices, including those relating to organizational structure and key reporting relationships, as well as recruitment, retention, and development of the Company’s associates. The Board of Directors reviews succession plans for the Company’s executive officers and discusses human capital matters with senior leadership.
| Abercrombie & Fitch Co. | 9 | 2025 Form 10-K | ||||||
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The Company’s executive officers serve at the pleasure of the Board of Directors. Set forth below is certain information regarding the executive officers of the Company as of March 26, 2026:
| Fran Horowitz, Chief Executive Officer and Director | |||||
 | Age: 62 Executive Roles: •Chief Executive Officer, and member of the Board of Directors of the Company (February 2017 to present) •Former President and Chief Merchandising Officer for all brands of the Company (December 2015 to February 2017), former member of the Office of the Chairman of the Company (December 2014 to February 2017) and former Brand President of Hollister (October 2014 to December 2015) •Former President of Ann Taylor Loft, at that time a division of ANN Inc. (October 2013 to October 2014) •Formerly held various roles at Express, Inc., a specialty apparel and accessories retailer of women’s and men’s merchandise (February 2005 to November 2012), including Executive Vice President of Women’s Merchandising and Design (May 2010 to November 2012) •Formerly held various merchandising roles at Bloomingdale’s and various positions at Bergdorf Goodman, Bonwit Teller and Saks Fifth Avenue Former Directorships: •Former member of the Board of Directors of Conagra Brands, Inc. (NYSE: CAG), one of North America’s leading branded food companies (July 2021 to June 2025) | ||||
Robert J. Ball, Executive Vice President, Chief Financial Officer | |||||
 | Age: 46 Executive Roles: •Executive Vice President, Chief Financial Officer of the Company (December 2025 to present) •Senior Vice President, Chief Financial Officer of the Company (November 2024 to December 2025) •Senior Vice President, Corporate Finance, Investor Relations, and Treasury of the Company (May 2023 to November 2024) •Formerly held various finance and leadership positions with the Company including: Group Vice President, Corporate Finance and Transformation Management Office (August 2022 to May 2023); Vice President/Group Vice President, Corporate Finance (January 2018 to August 2022); and Chief Financial Officer, Abercrombie & Fitch and abercrombie kids Brand (September 2014 to January 2018) •Formerly held roles of increasing responsibility in the Company’s finance department, including roles in financial reporting, financial planning and analysis, and real estate accounting (January 2003 to September 2014) | ||||
| Scott D. Lipesky, Executive Vice President, Chief Operating Officer | |||||
 | Age: 51 Executive Roles: •Executive Vice President, Chief Operating Officer of the Company (November 2024 to present) •Executive Vice President, Chief Financial Officer and Chief Operating Officer of the Company (May 2023 to November 2024) •Executive Vice President and Chief Financial Officer of the Company (April 2021 to May 2023); Senior Vice President and Chief Financial Officer of the Company (October 2017 to April 2021) •Prior to rejoining the Company, formerly served as Chief Financial Officer of American Signature, Inc., a privately-held home furnishings company (October 2016 to October 2017) •Formerly held various leadership roles and finance positions with the Company including: Chief Financial Officer, Hollister Brand (September 2014 to October 2016); Vice President, Merchandise Finance (March 2013 to September 2014); Vice President, Financial Planning and Analysis (November 2012 to March 2013); and Senior Director, Financial Planning and Analysis (November 2010 to November 2012) •Formerly held finance roles at FTI Consulting Inc., and The Goodyear Tire & Rubber Company, and was a Certified Public Accountant with PricewaterhouseCoopers LLP | ||||
| Abercrombie & Fitch Co. | 10 | 2025 Form 10-K | ||||||
Samir Desai, Executive Vice President, Chief Digital and Technology Officer | |||||
 | Age: 45 Executive Roles: •Executive Vice President, Chief Digital and Technology Officer of the Company (July 2021 to present) •Formerly held various leadership and technology positions at Equinox Group, a luxury fitness company that operates several lifestyle brands (October 2005 to June 2021), including: Chief Technology Officer (April 2016 to June 2021), Vice President, Technology (April 2013 to April 2016), Senior Director Technology (April 2011 to April 2013), Director Technology (October 2005 to April 2011) •Formerly held technology roles at Intertex Apparel Group, a manufacturer and importer of branded and private label apparel (July 2002 to October 2005), including Director, Information Technology Current Directorships: •Member of the Board of Directors of Arhaus, Inc. (NASDAQ: ARHS), a rapidly growing lifestyle brand and omnichannel retailer of premium home furnishings (July 2025 to present) | ||||
| Gregory J. Henchel, Executive Vice President, General Counsel and Corporate Secretary | |||||
 | Age: 58 Executive Roles: •Executive Vice President, General Counsel and Corporate Secretary of the Company (October 2021 to present) •Senior Vice President, General Counsel and Corporate Secretary of the Company (October 2018 to October 2021) •Former Executive Vice President, Chief Legal Officer and Secretary of HSN, Inc., a $3+ billion multi-channel retailer (February 2010 to December 2017) •Former Senior Vice President and General Counsel of Tween Brands, Inc., a specialty retailer (October 2005 to February 2010) and Secretary (August 2008 to February 2010) •Formerly held various roles at Cardinal Health, Inc., a global medical device, pharmaceutical and healthcare technology company, including Assistant General Counsel (2001 to October 2005), and Senior Litigation Counsel (May 1998 to 2001) •Formerly held position as a litigation associate with the law firm of Jones Day (September 1993 to May 1998) | ||||
Jay Rust, Executive Vice President, Global Human Resources | |||||
Age: 39 Executive Roles: •Executive Vice President, Global Human Resources of the Company (May 2023 to present) •Senior Vice President, Global Human Resources of the Company (March 2022 to May 2023) •Group Vice President, Interim Head of Global Human Resources of the Company (October 2021 to March 2022) •Vice President, Human Resources of the Company (June 2019 to October 2021) •Formerly held various leadership roles of increasing responsibility in the Company’s human resources department since February 2013, including roles supporting employee relations, learning and development, talent acquisition, and other human resources functions •Formerly held roles in the Company’s merchandising department | |||||
| Abercrombie & Fitch Co. | 11 | 2025 Form 10-K | ||||||
GOVERNMENT REGULATIONS
As a global organization, the Company is subject to the laws and regulations of the U.S. and multiple foreign jurisdictions in which it operates. These laws and regulations include a broad range of matters, including, but not limited to: trade, transportation and logistic laws, including tariffs and import and export regulations; tax laws and regulations; product and consumer safety laws; anti-bribery and corruption laws; employment and labor laws; antitrust or competition laws; data privacy or cybersecurity laws; and environmental regulations.
Laws and regulations have had, and may continue to have, a material impact on the Company’s operations as described further within “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Annual Report on Form 10-K.
Refer to “ITEM 1A. RISK FACTORS” of this Annual Report on Form 10-K for a discussion of the potential impacts regulatory matters may have on the Company in the future, including those related to environmental matters. Compliance with government laws and regulations has not had a material effect on the Company’s capital expenditures, earnings or competitive position.
OTHER INFORMATION
A&F makes available free of charge on its website, corporate.abercrombie.com, under the “Investors – Financials & Filings - SEC Filings” section, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after A&F electronically files such material with, or furnishes it to, the Securities and Exchange Commission (the “SEC”). A&F also makes available free of charge in the same section of its website its definitive proxy materials filed pursuant to Section 14 of the Exchange Act, as soon as reasonably practicable after A&F electronically files such proxy materials with the SEC. The SEC maintains a website that contains electronic filings by A&F and other issuers at www.sec.gov.
A&F has included certain of its website addresses throughout this filing as textual references only. Information on the A&F websites shall not be deemed incorporated by reference into, and do not form any part of, this Annual Report on Form 10-K or any other report or document that A&F files with or furnishes to the SEC.
| Abercrombie & Fitch Co. | 12 | 2025 Form 10-K | ||||||
Item 1A. Risk Factors
Investing in our securities involves risk. The following risk factors should be read carefully in connection with evaluating our business and the forward-looking statements contained in this Annual Report on Form 10-K. Any of these risk factors could lead to material adverse effects on our business, operating results and financial condition. Additional risks and uncertainties not currently known to us or that we currently do not view as material may also become materially adverse to our business in future periods or if circumstances change.
MACROECONOMIC AND INDUSTRY RISKS.
Failure to engage our customers, anticipate customer demand and changing fashion trends, and manage our inventory commensurately could have a material adverse impact on our business.
Our success largely depends on our ability to anticipate and gauge the fashion preferences of our customers and provide merchandise that satisfies constantly shifting demands in a timely manner. Because we may enter into agreements for the manufacture and purchase of merchandise well in advance of the applicable selling season, we are vulnerable to changes in consumer preferences and demand, pricing shifts, and the sub-optimal selection and timing of merchandise purchases. We expect continuously changing fashion-related trends and consumer tastes to influence future demand for our products. Changes in consumer tastes, fashion trends and brand reputation can have an impact on our financial performance.
Moreover, there can be no assurance that we will continue to anticipate consumer demands and macroeconomic events or to be successful in accurately planning inventory in the future. Changing consumer preferences, spending patterns, and fashion trends, and our ability to anticipate, identify and swiftly respond to them, could adversely impact our sales. Inventory levels for certain merchandise styles no longer considered to be “on trend” may increase, leading to higher markdowns to sell through excess inventory and, therefore, lower than planned margins. Conversely, if we underestimate consumer demand for our merchandise, or if our manufacturers fail to supply quality products in a timely manner, we may experience inventory shortages that we cannot adequately mitigate through expedited inventory production and delivery, which may negatively impact customer relationships, diminish brand loyalty and result in lost sales.
We could also be at a competitive disadvantage if we are unable to effectively leverage data analytics to retrieve timely, customer insights to appropriately respond to customer demands and improve customer engagement through efforts such as marketing activities. Any of these events could significantly harm our operating results and financial condition.
We are also vulnerable to factors affecting inventory flow and availability of inventory. Impacts may be caused by natural disasters, unanticipated climate patterns and events, systems disruptions or outages, or inventory shrinkage due to theft (including by our employees, customers, or through organized retail crime). Such events may significantly impact anticipated customer demand or may impact availability of our inventory. If we are not able to adjust appropriately to such factors, our inventory management may be negatively affected, which could adversely impact our performance and our reputation.
Our failure to operate effectively in a highly competitive and constantly evolving industry could have a material adverse impact on our business.
The sale of apparel, personal care products and accessories for men, women and kids is a highly competitive business with numerous participants, including individual and chain specialty apparel retailers, local, regional, national and global department stores, discount stores, fast-fashion retailers, digitally-native brands, and online-exclusive businesses. Fast fashion, value fashion and off-price retailers have shifted customer expectations of pricing for well-known brands and the proliferation of the digital channel and the rise in popularity of social commerce has encouraged the entry of many new competitors and an increase in competition from established companies. These increases in competition could reduce our ability to retain and grow sales, resulting in an adverse impact to our operating results and business.
We face a variety of challenges in the highly competitive and constantly evolving retail industry, including:
•Anticipating and responding to changing consumer shopping preferences more quickly than our competitors;
•Maintaining favorable brand recognition;
•Effectively marketing our products to consumers across varying demographic markets, including through social media platforms, search engines, and emerging AI-enabled discovery;
•Effectively identifying, evaluating, and competing on new and emerging digital selling platforms and commerce models, including social commerce platforms and AI‑enabled or agentic shopping experiences;
•Effectively establishing and maintaining relationships with organizations, key brand representatives, influencers, athletes, and other celebrities as part of our marketing strategy to promote our brands and products;
•Retaining customers, including our loyalty club members, and the marketing costs to do so and to acquire new customers;
•Developing innovative, high-quality merchandise in styles that appeal to consumers and in ways that favorably distinguish us from our competitors;
•Operating in a highly promotional retail environment;
| Abercrombie & Fitch Co. | 13 | 2025 Form 10-K | ||||||
•Engaging in promotional activity and appropriately pricing our products without diminishing the aspirational nature of our brands and brand equity; and
•Identifying and assessing disruptive innovation, by existing or new competitors, that could alter the competitive landscape by: improving the customer experience and heightening customer expectations; transforming supply chain and corporate operations through changes to digital technologies and innovations, including the use of AI and machine learning; and enhancing management decision-making through use of data analytics to develop new consumer insights.
In light of the competitive challenges we face, we may not be able to compete successfully in the future. Additionally, increases in the number or strength of our competitors could reduce our sales, which in turn could have a material adverse effect on our results of operations and financial condition.
Changes in global economic and financial conditions, including the impact on consumer confidence and spending, could have a material adverse impact on our business.
Because we primarily serve individual consumers, our business is sensitive to changes in consumer confidence and discretionary spending levels. In addition, as a global business that sources a significant portion of our merchandise from outside the United States and generates revenue across domestic and international markets, we are exposed to macroeconomic conditions, trade policies, and currency fluctuations that may affect costs and demand across regions.
Uncertainty as to, and the state of, the global economy and global financial condition could have an adverse effect on our operating results and business. Our business is subject to factors that are impacted by worldwide economic conditions, including heightened inflation levels (which has occurred), unemployment levels, consumer credit availability, consumer debt levels, reductions in consumer net worth based on declines in the financial, residential real estate and mortgage markets, bank failures, sales and personal income tax rates, fuel and energy prices, global food supplies, rising or uncertain interest rates, new or increased tariffs, trade disputes, consumer confidence in future economic and political conditions, consumer perceptions of personal well-being and security, the value of the U.S. dollar versus foreign currencies, geopolitical conflicts, and other macroeconomic factors. For example, during Fiscal 2025, the U.S. announced a universal baseline tariff on all U.S. imports, plus additional country-specific tariffs for select countries, including the countries from which we source a predominant portion of our merchandise. As a result, we incurred approximately $90 million of net tariff expense, or 170 basis points as a percent of net sales for Fiscal 2025, which negatively impacted our operating profit in Fiscal 2025. See “Changes in tariff policy regarding merchandise produced in, and raw materials sourced from, certain countries have and could continue to adversely affect our business” Other changes in global economic and financial conditions could impact our ability to fund growth and our ability to access external financing in the credit and capital markets.
In addition, our business depends on consumer demand for our merchandise. Consumer confidence and discretionary spending habits, including purchases of our merchandise, can be adversely impacted by recessionary periods, inflation and other macroeconomic conditions adversely impacting levels of disposable income. We may not be able to accurately anticipate or predict consumer demand and behavior, such as taste and purchasing trends, in response to adverse economic conditions, which could result in lower sales, excess inventories and increased mark-downs, all of which could negatively impact our ability to achieve or maintain profitability. In the event that the U.S. and global economy worsens, or if there is a decline in consumer spending levels or other unfavorable conditions, we could experience lower than expected revenues, which could force us to delay or slow the implementation of our growth strategies and adversely impact our results of operations.
The economic conditions and factors described above could adversely impact our results of operations, liquidity and capital resources, and may exacerbate other risks within this section of “ITEM 1A. RISK FACTORS”.
Fluctuations in foreign currency exchange rates and our ability to mitigate the effects of such volatility could have a material adverse impact on our business.
Due to our global operations, we are exposed to foreign currency exchange rate risk with respect to our sales, profits, assets and liabilities denominated in currencies other than the U.S. dollar. In addition, certain of our subsidiaries transact in currencies other than their functional currency, including intercompany transactions, which results in foreign currency transaction gains or losses. Furthermore, we purchase substantially all of our inventory in U.S. dollars. As a result, our sales, gross profit and gross profit rate from global operations will be negatively impacted during periods of a strengthened U.S. dollar relative to the functional currencies of our foreign subsidiaries. Additionally, changes in the effectiveness of our hedging instruments may negatively impact our ability to mitigate the risks associated with fluctuations in foreign currency exchange rates. For example, changes in inventory purchase assumptions have resulted in changes in the effectiveness to certain of our hedging instruments, and we could see similar impacts in future periods.
Fluctuations in foreign currency exchange rates could adversely impact consumer spending, delay or prevent successful penetration into new markets or adversely affect the profitability of our global operations. Certain events could cause uncertainty with respect to trade policies, tariffs and government regulations and actions affecting trade between the U.S. and other countries, have increased global economic and political uncertainty in recent years and could result in volatility of foreign currency exchange rates as these events develop.
| Abercrombie & Fitch Co. | 14 | 2025 Form 10-K | ||||||
Our ability to attract customers to our stores depends, in part, on the success of the shopping malls or area attractions that our stores are located in or around.
Our stores are primarily located in shopping malls and other shopping centers. Our sales at these stores are partially dependent upon the volume of traffic in those shopping centers and the surrounding area which, for some centers, has been in decline. Our stores may benefit from the ability of a shopping center’s other tenants and area attractions to generate consumer traffic in the vicinity of our stores and the continuing popularity of the shopping center. We cannot control the loss of an “anchor” tenant or other significant tenant in a shopping mall or area attraction, the development of new shopping malls in the U.S. or internationally, the availability or cost of appropriate locations, the success of individual shopping malls, or the increasing impact of digital channels on shopping mall traffic. Additionally, we face competition with other retailers for prominent locations.
All of these factors may impact our ability to meet our productivity or our growth objectives for our stores and could have a material adverse impact on our financial condition or results of operations. Part of our future growth is dependent on our ability to operate stores in desirable locations, with capital investment and lease costs providing the opportunity to earn a reasonable return. We cannot be sure when or whether such desirable locations will become available at reasonable costs.
The impact of natural disasters, negative climate patterns, public health crises, geopolitical tension, armed conflict, acts of terrorism, social unrest, civil disturbance or disobedience, political crises, and other unexpected and catastrophic events could result in interruptions to our operations, as well as to the operations of our third-party partners, and have a material adverse impact on our business.
Our retail stores, corporate offices, distribution centers, and digital operations, as well as the operations of our vendors and manufacturers, are vulnerable to disruption from natural disasters and other adverse weather events; negative climate patterns; public health crises; geopolitical uncertainty or unrest, such as acts of terrorism, war, civil disturbance or disobedience, and other political instability; power interruptions or infrastructure disruptions; and other catastrophic events. In the past, events of this nature, including public health crises and geopolitical conflict, have disrupted commerce, and future occurrences of such events, whether domestic or international, could similarly disrupt commerce and adversely affect our operations.
These events could disrupt the operations of our corporate offices, global stores, and supply chain and those of our third-party partners, including our vendors and manufacturers. In addition to impacts on global operations, events of this nature could result in a reduction in the availability and quality, and as a result pricing volatility of, raw materials used to manufacture our merchandise, delays in merchandise fulfillment and deliveries, supply chain delays due to closed or reduced-capacity for trade routes and factories, reduced workforces, or scarcity of raw materials, as well as increased fuel and energy costs, which could further increase transportation and freight expenses. With a substantial portion of our merchandise being imported from foreign countries, any failure to obtain merchandise from our foreign manufacturers, or to do so at similar costs and in a timely manner, or to identify suitable substitute manufacturers, could adversely affect our operating results and financial condition.
Events of this nature may also undermine consumer confidence and consumer spending, and adversely affect our operating results by causing, among other things, loss of customers and revenues due to store closures or an inability to respond to customer demand, increased costs to meet consumer demand (which we may not be able to pass on to customers), reduced consumer demand or confidence, and changes in consumers’ discretionary spending habits. In addition, historically, our operations have been seasonal, and natural disasters, adverse weather conditions, or unseasonable weather patterns occurring , may diminish demand for our seasonal merchandise and influence consumer preferences, fashion trends, consumer traffic, and shopping habits.
Other factors that would negatively impact our ability to successfully operate due to the impact of these types of events include, but are not limited to:
•Physical losses to our stores, distribution centers, or offices that may incur costs that exceed our applicable insurance coverage for any necessary repairs to damages or business disruptions;
•Temporary or prolonged store closures, including in situations of severe weather or climate conditions, stay-at-home orders, travel restrictions, impacts of armed conflict, or other concerns related to physical safety.
•Reduced consumer demand or customer traffic to our stores in certain regions due to actual or perceived risks arising from geopolitical instability, armed conflict, or other catastrophic events;
•Delays in, or our ability to complete, planned store openings on the expected terms or timing, or at all based on shortages in labor and materials and delays in the production and delivery of materials;
•Constraints on our liquidity and our ability to access debt or equity capital on attractive terms, or at all, during periods of uncertainty and instability in the global financial markets, which may affect our ability to fund business operations or address maturing liabilities.
| Abercrombie & Fitch Co. | 15 | 2025 Form 10-K | ||||||
STRATEGIC RISKS.
Changes to our long-term business strategy or a failure to successfully execute on our long-term strategic plans could adversely impact our financial condition and reputation.
While we have successfully executed long-term initiatives, our continued ability to effectively execute on and maintain the results of our long-term business strategy is subject to various risks and uncertainties as described herein. In addition, we may modify or adjust future long-term strategies to meet changes in our business environment.
While we believe that our successful execution and ability to attain certain established goals and targets have contributed to long-term revenue growth and profitability, there is no assurance regarding the extent to which we will realize the anticipated objectives or sustain the financial objectives, if at all, or regarding the timing of such anticipated benefits. Our failure to realize the anticipated objectives or sustain financial objectives established in our long-term strategic plans, which may be due to our inability to execute established long-term target or goals, changes in consumer demand, competition, macroeconomic conditions (including inflation or tariffs), retention of key talent, and other risks described herein, could have a material adverse effect on our business.
If the continued execution and maintenance of our long-term business strategy is not successful, or we do not realize the full objectives to the extent or in the timeline that we anticipate, our financial condition and reputation could be adversely affected.
Our failure to attract, retain, and effectively manage strategic partnerships with third parties could have a material adverse impact on our business.
In order to compete in this highly competitive and constantly evolving industry, at times, we have entered into and plan to continue to enter into new strategic partnerships with third parties to expand our global brand reach, and we may launch new concepts or brands to expand our portfolio. Such strategic partnerships may include sponsorship, wholesale, franchise, or licensing arrangements in which we license our brands and intellectual property for use on products produced, marketed and/or sold by third parties, and licensing arrangements in which we license intellectual property from third parties. Such arrangements are subject to additional risks, including our ability to comply with obligations under the agreements that we have with third parties, the abrupt termination of such arrangements, or actions taken by third-party wholesale, franchise, licensees, or other partners that may materially diminish the value of our intellectual property or our brands’ reputations.
These initiatives, and others that we may engage in to respond to the highly competitive and evolving industry in which we operate, could result in significant financial and operational investments that do not provide the anticipated benefits or desired rates of return and there can be no guarantee that pursuing these investments or strategic partnerships will result in improved operating results.
Our failure to evaluate and manage our global store network could have a material adverse impact on our business.
With the evolution of digital and omnichannel capabilities, customer expectations have shifted and there has been greater pressure for a seamless omnichannel experience across all channels. Through our multi-year global store network optimization initiative, we have taken actions to optimize our store productivity by remodeling, right-sizing or relocating stores to smaller square footage locations, and closing legacy stores. Modernizing and growing our store fleet is an important part of our business strategy and failure to evaluate and manage our global store network could have an adverse impact on our results of operations.
The ability to modify existing leases, to remodel or repurpose existing locations, and to open new stores experiences requires partnership with our landlords. If our partnerships with our landlords were to deteriorate, this could adversely affect the pace of opening new store experiences and/or lead to an increase in store closures. In addition, if there is an increase in events such as landlord bankruptcies, or mall foreclosures, competition between retailers could increase for remaining suitable store locations. Pursuing the wrong opportunities and any delays, cost increases, disruptions or other uncertainties related to those opportunities could adversely affect our results of operations. If our investments in new stores or remodeling and right-sizing existing stores do not achieve appropriate returns, our financial condition and results of operations could be adversely affected.
Although we attempt to open new stores in prominent locations, it is possible that locations which were prominent when we opened our stores may lose favor over time.
| Abercrombie & Fitch Co. | 16 | 2025 Form 10-K | ||||||
Our inability to effectively conduct business in international markets, including as a result of operational, legal, tax, regulatory, political, and economic risks could have a material adverse impact on our business.
We operate on a global basis and are subject to risks associated with operating in international markets that could have a material adverse impact on our business. Such risks include, but are not limited to, the following:
•addressing the different operational requirements present in each country in which we operate, including those related to employment and labor, transportation, logistics, real estate, lease provisions, and local reporting or legal requirements;
•supporting global growth by successfully executing our commercial strategy through local customer- and product-facing teams and certain corporate support functions at our regional headquarters located in Shanghai, China and London, United Kingdom;
•hiring, training, and retaining qualified personnel and maintaining effective labor relations, including in regions where associates are represented by workers’ councils and unions;
•retaining acceptance from local customers;
•managing inventory effectively to meet the needs of existing stores on a timely basis;
•political, civil and social unrest, and instability;
•government regulations affecting trade between the U.S. and other countries, including tariffs and customs laws;
•tax rate volatility and our ability to realize tax benefits resulting from non-U.S. operations;
•managing foreign currency exchange rate risks effectively; and
•the substantial investments of time and resources we make to operate in international markets may not achieve acceptable returns, and sustained declines in revenue or profitability in one or more international regions or operating segments could result in store closures, divestitures, restructuring costs, or impairment losses, all of which could adversely impact our business, profitability, and results of operations; for example, in March 2026, we announced that we are conducting a review of strategic alternatives for our APAC region.
We are subject to U.S. laws related to global operations, including the Foreign Corrupt Practices Act, as well as the laws of the foreign countries in which we operate. Violation of such laws by our overseas operations, associates, or agents, could result in sanctions, penalties, or reputational harm, which could adversely affect our business and operating results.
Our failure to realize the anticipated benefits of our transition to a regional-based organizational model could have a negative impact on our business.
During Fiscal 2023, to drive ongoing brand growth and leverage the knowledge and experience of its regional teams, the Company reorganized its structure and now primarily manages its business on a geographic basis, consisting of three reportable segments: Americas; EMEA, and APAC. As a result of our regional-based organizational model, we have decentralized execution of our commercial strategy in each international region from our global home office to our regional headquarters located in Shanghai, China and London, United Kingdom. Failure to realize the anticipated benefits of our recent transition to a regional-based organizational model could have a negative impact on our business. In addition, realization of the anticipated benefits of this new regional-based organizational model is dependent on the effectiveness of this new operating structure.
OPERATIONAL RISKS.
Failure to protect our reputation could have a material adverse impact on our business.
Our ability to maintain our reputation is critical and public perception about our products or operations, whether justified or not, could impair our reputation, involve us in litigation, damage our brands and have a material adverse impact on our business.
Events that could jeopardize our reputation, include, but are not limited to, the following:
•We fail to maintain high standards for merchandise quality and integrity;
•We fall victim to a cyber-attack, resulting in customer data being compromised;
•We fail to comply with ethical, social, product, labor, health and safety, legal, accounting or environmental standards, or related political considerations;
•Third parties with which we have a business relationship, including our brand representatives and influencer network, and our wholesale, franchise licensing, or marketplace partners, fail to represent our brands in a manner consistent with our brand image or act in a way that harms their reputation;
•Misconduct or illegal activities by our current and former associates, directors, advisors, third-party business partners, or others affiliated, or perceived to be affiliated, with the Company;
•Third-party vendors fail to comply with our Vendor Code of Conduct or any third parties with which we have a business relationship fail to represent our brands in a manner consistent with our brand image;
•Unfavorable media publicity, influencer reviews on social media, or negative consumer perception of our products, operations, brand or experience; and
•Our position or perceived lack of position on corporate social responsibility topics, public policy or other similar issues and any perceived lack of transparency about those matters.
| Abercrombie & Fitch Co. | 17 | 2025 Form 10-K | ||||||
In addition, in recent years there has been an increase in media platforms, particularly, social media and our use of social media platforms is an important element of our omnichannel marketing efforts. As social media continues to be an important channel for customer engagement, our brands’ interactions may be subject to heightened public scrutiny. Given the unpredictable nature of consumer reactions to social media messaging, our efforts may not resonate as intended and could result in negative public attention or reputational harm. For example, we maintain various social media accounts for our brands, including Instagram, TikTok, Facebook, X (f/k/a Twitter), SnapChat, and Pinterest accounts. Negative publicity or actions taken by individuals that we partner with, such as brand representatives, influencers or our associates, that fail to represent our brands in a manner consistent with our brand image or act in a way that harms their reputation, whether through our social media accounts or their own, could harm our brand reputation and materially impact our business. Social media also allows for anyone to provide public feedback, which could influence perceptions of our brands and reduce demand for our merchandise.
Our reputation also depends on the success of our corporate social responsibility and sustainability initiatives, which require Company-wide coordination and alignment on managing related risks and costs and may ultimately not be successful. Increased focus by governmental and nongovernmental organizations, regulators, investors, employees, and consumers on matters such as climate change, human capital, labor, and risk oversight heightens the risk of negative public reaction, public backlash, or pressure regarding our disclosures, initiatives, products, or practices related to sustainability or social issues, which could adversely affect our reputation, business operations, and financial results. These risks also include increased regulatory and stakeholder pressure to expand disclosures, make commitments, set targets, or establish additional goals and take actions to meet them, which could expose us to business, legal, market, reputational, operational, and execution risks and costs. If we announce such initiatives or goals, we may fail, or be perceived to fail, to appropriately set, timely meet, or report our progress, or act responsibly with respect to such initiatives or goals. In addition, divergent stakeholder perspectives regarding environmental, social, and governance, and other corporate responsibility matters, may result in criticism of the nature, scope, or revision of our initiatives or goals, and we may not be able to satisfy all expectations, potentially leading to negative publicity, consumer backlash (including boycotts), and adverse impacts on our reputation, results of operations, financial condition, and cash flows.
Damage to our reputation and loss of consumer confidence for these or any other reasons could lead to adverse consumer actions, including boycotts, have negative impacts on investor perception and could impact our ability to attract and retain the talent necessary to compete in the marketplace or to attract or retain business partners for third-party relationships such as licensing or franchise arrangements, all of which could have a material adverse impact on our business, as well as require additional resources to rebuild our reputation.
Failure to continue to successfully manage the complexities of our omnichannel operations and of our customers’ omnichannel shopping experience, or failure to continue to successfully invest in customer, digital and omnichannel initiatives could have a material adverse impact on our business.
As omnichannel retailing continues to evolve, our customers increasingly interact with our brands through a variety of digital and physical spaces, and expect seamless integration across all touchpoints. As our success depends on our ability to effectively manage the complexities of our omnichannel operations and of our customers’ omnichannel shopping experience, including our ability to respond to shifting consumer traffic patterns, receive and fulfill orders, and engage our customers, we have made significant investments and operational changes to develop our digital and omnichannel capabilities globally. Such investments and operational changes include the development of localized fulfillment, shipping and customer service operations, investments in digital media to attract new customers, and the rollout of omnichannel capabilities listed in “ITEM 1. BUSINESS” of this Annual Report on Form 10-K.
While we must keep up to date with technology trends in the retail environment in order to manage our successful omnichannel shopping experience, it is possible these initiatives may not provide the anticipated benefits or desired rates of return. For example, we could be at a competitive disadvantage if we are unable to effectively collect data and leverage data analytics to retrieve timely, customer insights to appropriately respond to customer demands and improve customer engagement across channels or if innovative digital products and features we develop are not utilized or received by customers as anticipated.
In addition, digital operations are subject to numerous risks, including reliance on third-party computer hardware/software and service providers, data breaches, the variability of the rate of merchandise returns, violations of evolving government interpretations of laws and regulations, including those relating to online privacy, credit card fraud, telecommunication failures, electronic break-ins and similar compromises, and disruption of services. Changes in foreign governmental regulations and interpretations may also negatively impact our omnichannel operations, including our ability to accept orders and deliver product to our customers. Failure to successfully respond to these risks may adversely affect sales as well as damage the reputation of our brands.
| Abercrombie & Fitch Co. | 18 | 2025 Form 10-K | ||||||
If our information technology systems are disrupted or fail to operate effectively, or if we are unable to successfully implement new technology, including significant system upgrades, our business and results of operations could be adversely affected.
We rely heavily on our own information technology systems and on third-party systems in both our customer-facing and corporate operations to operate our websites and mobile apps; process transactions; respond to customer inquiries; manage inventory; purchase, sell, and ship merchandise; maintain our loyalty programs; manage our workforce; and support other customer-facing and business objectives. Given the significant number of transactions completed annually, the effective and secure operation of our computer hardware, telecommunications, and software systems is critical. Despite efforts to prevent such occurrences, our systems may be vulnerable from time to time to damage or interruption resulting from computer viruses, power interruptions or outages, system failures, third-party intrusions, inadvertent or intentional breaches by our associates, third-party service providers or business partners, or threat actors, and other technical malfunctions. The increasing sophistication, availability, and use of AI by threat actors further elevates these risks. If our systems are damaged, fail to function properly, or become outdated relative to those of our competitors, we may be required to make significant investments to repair or replace such systems and could experience operational delays or disruptions.
We have made and expect to continue to make significant investments of capital, time, and management attention to modernize our core systems, and the effectiveness of these investments may be less predictable than others and may fail to deliver the anticipated benefits or returns. As part of these efforts, we began a multi‑year process to upgrade our merchandising ERP system and to implement a new human capital management system. In March 2026, we went live with a new merchandising ERP system. The transition to the new system temporarily impacted operations, including limiting inventory receipts and movement across the business, which is expected to unfavorably affect net sales during the first quarter of Fiscal 2026. We also expect to incur additional implementation‑related costs, which are expected to unfavorably impact our operating margin during the first quarter of Fiscal 2026.
Additional system upgrades and transformation activities are expected to continue in phases over the next few years. System upgrades and implementations involve inherent risks, including system disruptions, inaccurate system information, changes to internal control processes, increased operating and administrative costs, demands on management time, and challenges with user adoption. Any failure, disruption, or delay in implementing or operating new or upgraded systems, particularly during peak selling periods, could adversely impact our ability to manage our inventory, fulfill customer orders, or it may cause information to be lost or delayed, including data related to customer orders. Such investments may not provide the anticipated benefits or desired rates of returns.
Additionally, we rely on third-party vendors and platforms for certain information technology processes, including point-of-sale, digital operations, inventory management, supply chain, planning, sourcing, merchandising, payroll, scheduling, financial reporting, and managing third-party relationships, including our brand representatives and influencer network, and our wholesale, franchise licensing, or marketplace partners. This reliance increases our exposure to failures by such third parties to perform adequately or maintain effective internal controls, which could disrupt our operations or adversely affect our business.
We may be exposed to risks and costs associated with cyber-attacks, data protection, credit card fraud, and identity theft that could have a material adverse impact on our business.
In the standard course of business, we receive and maintain confidential information about customers, associates and other third parties. In addition, third parties also receive and maintain certain confidential information. Protection of this information is critical to our business and may subject us to laws, rules and regulations domestically and in foreign jurisdictions. The retail industry in particular has been the target of many cyber-attacks and it is possible that an individual or group could defeat our security measures, or those of a third-party service provider or business partner, and access confidential information about our business, customers and associates. Further, like other companies in the retail industry, during the ordinary course of business, we and our vendors have in the past experienced, and we expect to continue to experience, cyber-attacks of varying degrees and types, including phishing, and other attempts to breach, or gain unauthorized access to, our and our vendors’ systems. To date, cyber-attacks have not had a material impact on our operations, but we cannot provide assurance that cyber-attacks will not have a material impact in the future.
We have experienced, and expect to continue to experience, increased costs associated with protecting confidential information through the implementation of security technologies, processes and procedures, including training programs for associates to raise awareness about phishing, malware and other cyber risks, especially as we implement new technologies, such as new payment capabilities or updates to our mobile apps and websites. Additionally, the techniques and sophistication used to conduct cyber-attacks and breaches of information technology systems change frequently and increase in complexity and are often not recognized until such attacks are launched or have been in place for a period of time. For example, as AI continues to evolve, cyber-attackers could also use AI to develop or hone their attacks. We (or the third parties on which we rely) may not have the resources or technical sophistication to sufficiently anticipate, prevent, or immediately identify and remediate cyber-attacks.
Furthermore, the global regulatory environment is increasingly complex and demanding with frequent new and changing requirements surrounding information security and privacy, including new regulations potentially applicable to public companies in the United States, China’s Cybersecurity Law, the California Consumer Privacy Act, and the European Union’s General Data Protection Regulation. We may incur significant costs related to compliance with these laws and failure to comply with these regulatory standards, and others, could have a material adverse impact on our business.
| Abercrombie & Fitch Co. | 19 | 2025 Form 10-K | ||||||
We have also implemented a flexible work policy allowing most of our corporate associates to work remotely, from time to time, as have certain of our third-party vendors. Offsite working by associates, which requires increased use of public internet connection, and use of office equipment off premises may make our business more vulnerable to cybersecurity breach attempts, phishing and other scams, fraud, money laundering, theft and other criminal activity.
If we, or a third-party who has access to our info, were to fall victim to a successful cyber-attack or suffer intentional or unintentional data and security breaches by associates or third parties, it could have a material adverse impact on our business, especially an event that compromises customer data or results in the unauthorized release of confidential business or customer information. In addition, if we are unable to avert a denial of service attack that renders our website inoperable, it could result in negative consequences, such as lost sales and customer dissatisfaction. Additional negative consequences that could result from these and similar events may include, but are not limited to:
•remediation costs, such as liability for stolen assets or information, potential legal settlements to affected parties, repairs of system damage, and incentives to customers or business partners in an effort to maintain relationships after an attack;
•increased cybersecurity protection costs, which may include the costs of making organizational changes, deploying additional personnel and protection technologies, training associates, and engaging third party experts and consultants;
•lost revenues resulting from the unauthorized use of proprietary information or the failure to retain or attract customers following an attack;
•litigation and legal risks, including costs of litigation and regulatory, fines, penalties or actions by domestic or international governmental authorities;
•increased insurance premiums, or the ability to obtain insurance on commercially reasonable terms;
•reputational damage that adversely affects customer or investor confidence; and
•damage to the Company’s competitiveness, stock price, and long-term stockholder value.
Although we maintain cybersecurity insurance, there can be no assurance that it will be sufficient for a specific cyber incident, or that insurance proceeds will be paid to us in a timely fashion.
Use of artificial intelligence technologies by us and our service providers could subject us to operational, technological, and business risks that could adversely affect our business.
The use of rapidly evolving technologies, such as AI technologies, by us and our third-party service providers presents risks and challenges to our business. Using AI and other machine learning technologies may expose us to unintended outcomes, liability, reputational harm, particularly if such technology produces errors or hallucinations, results in content that is biased, infringes on intellectual property, or otherwise does not function as intended. Moreover, with the use of certain AI and other machine learning technologies, including those licensed from third parties, there may be a lack of transparency regarding how such technologies generate outputs, and we may not be able to fully validate their accuracy or reliability. To the extent that we rely on AI‑enabled tools to support operational processes or decision‑making, limitations in model performance, data quality, or human oversight could adversely affect our operations, customer experience, or financial performance.
The use of AI and other machine learning technologies, by us or our service providers, in connection with the creation or development of intellectual property may present challenges in asserting ownership over the resulting output. Further, the use of such technologies may increase the risk that confidential information becomes accessible by third parties or results in legal or regulatory exposure. We also rely on third-party service providers that may use AI in their business activities, and failures by one or more of such service providers to meet our expectations may have an adverse effect on our operations or financial condition.
Changes in the cost, availability and quality of raw materials, transportation and labor, including changes due to trade relations could have a material adverse impact on our business.
Changes in the cost, availability and quality of the fabrics or other raw materials used to manufacture our merchandise could have a material adverse effect on our cost of sales, or our ability to meet customer demand. The prices for such fabrics depend largely on the market prices for the raw materials used to produce them, particularly cotton. The price and availability of such raw materials may fluctuate significantly, depending on many factors, including crop yields, weather patterns and other unforeseen events. For example, significant inflationary pressures have and may continue to impact the cost of labor, cotton and other raw materials. Increased global uncertainty has also impacted and may in the future impact the cost, availability and quality of the fabrics or other raw materials used to manufacture our merchandise, and compliance with sanctions, customs trade orders and sourcing laws could impact the price of cotton in the marketplace and the global supply chain.
Fluctuations in the cost of transportation could also have a material adverse effect on our cost of sales and ability to meet customer demand. We primarily use 7 contract carriers to ship merchandise and related materials to our North American customers, and several contract carriers for our global customers. If the shipping operations of these third parties were disrupted, and we are unable to respond in a quick and efficient manner, our ability to replace inventory in our stores and process digital and third-party orders could be interrupted, potentially resulting in adverse impacts to sales or increased costs. Furthermore, we are susceptible to increases in fuel costs which may increase the cost of distribution. If we are not able to pass this cost on to our customers, our financial condition and results of operations could be adversely affected.
| Abercrombie & Fitch Co. | 20 | 2025 Form 10-K | ||||||
In addition, we have experienced increasing wage pressures in recent years related to the cost of labor at our third-party manufacturers, at our distribution centers and at our stores. For example, recent government initiatives in the U.S. or changes to existing laws, such as the adoption and implementation of national, state, or local government proposals relating to increases in minimum wage rates, may increase our costs of doing business and adversely affect our results of operations. We may not be able to pass all or a portion of higher labor costs on to our customers, which could adversely affect our gross margin and results of operations.
We depend upon independent third parties for the manufacture and delivery of our merchandise, and a disruption of the manufacture or delivery of our merchandise could have a material adverse impact on our business.
We depend on third parties for the manufacture and delivery of our merchandise. As a result, the continued success of our operations is tied to our timely receipt of quality merchandise from third-party manufacturers. We source the majority of our merchandise outside of the U.S. through arrangements with approximately 124 vendors, primarily located in southeast Asia. Political, social or economic instability in the regions in which our manufacturers are located could cause disruptions in trade, including exports to the U.S. and EMEA. In addition, the inability of vendors to access liquidity, or the insolvency of vendors, could lead to their failure to deliver merchandise to us. A manufacturer’s inability to ship orders in a timely manner or meet our quality standards could cause delays in responding to consumer demand and negatively affect consumer confidence or negatively impact our competitive position, any of which could have a material adverse effect on our financial condition and results of operations.
For example, armed conflicts in the Middle East have contributed to elevated freight rates and longer transit times compared to historical levels, and prolonged or escalating conflicts could result in additional supply chain disruption, including higher transportation costs (such as a result of increased fuel costs), shipping delays, or increased costs from using air freight instead of ocean freight to mitigate inventory delays. It is possible that the adverse impact of these and future attacks, including additional costs associated with mitigation efforts, could materially adversely affect our business and results of operation.
All factories that we partner with are contractually required to adhere to the Company’s Vendor Code of Conduct, go through social audits which include on-site walk-throughs to appraise the physical working conditions and health and safety practices, and review payroll and age documentation. If these factories are unwilling or not able to meet the standards set forth within the Company’s Vendor Code of Conduct, it could limit the options available to us and could result in an increase of costs of manufacturing, which we may not be able to pass on to our customers.
Other events that could disrupt the timely delivery of our merchandise include new trade law provisions or regulations, reliance on a limited number of shipping carriers and associated alliances, weather events, significant labor disputes, port congestion and other unexpected events.
Changes in tariff policy regarding merchandise produced in, and raw materials sourced from, certain countries have and could continue to adversely affect our business.
A predominant portion of the merchandise we sell is manufactured in countries other than the United States. Refer to Note 7, “INVENTORIES,” of the Notes to Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K for a summary of inventory sourced based on vendor location during Fiscal 2025. In addition, many of the raw materials used to manufacture our apparel are sourced internationally.
Recent trade policies and related uncertainty, including tariffs imposed on countries from which we source a significant portion of our merchandise and raw materials, have created a dynamic and unpredictable trade landscape that has adversely affected, and could continue to adversely affect, our business. For example, in 2025, the U.S. imposed, modified, and rescinded certain tariffs, including those pursuant to the International Emergency Economic Powers Act (“IEEPA”). In February 2026, the U.S. Supreme Court held that IEEPA did not authorize the imposition of such tariffs, and subsequently the U.S. administration continued to impose, modify, and propose new tariffs pursuant to various statutes and trade authorities, including the imposition of a 10% global tariff pursuant to Section 122 of the Trade Act of 1974. While certain tariffs have been struck down, modified, or replaced, other tariffs remain in effect, and additional tariff programs may be imposed in the future through various statutes and trade authorities. In addition, there can be no assurance that any duties paid under tariffs that are subsequently struck down, including those imposed pursuant to the IEEPA, will be refunded in whole or in part, or that any such refunds would be received on a timely basis, if at all.
In addition, certain countries have imposed retaliatory tariffs on U.S. exports, and other U.S. trading partners may take additional retaliatory measures or modify their trade or business policies in response to changes in U.S. trade policy, which could further disrupt global trade flows and adversely affect our business.
It is likely that tariffs and international trade arrangements will continue to change, potentially without warning and to an extent or duration that is difficult to predict. Changing tariff rates and shifting trade policies have created, and may continue to create, significant uncertainty for suppliers, consumers, and us, and these risks may be heightened if trade tensions between the U.S. and other countries worsen. If tariffs on goods from countries from which we source products are increased or maintained at elevated levels, our merchandise costs would remain higher relative to typical costs, which could negatively impact our margins and consumer demand for our products. In response to increased costs, we may choose to adjust pricing or promotions or take other actions, which could adversely affect customer demand or our competitive position. Moreover, tariff-related cost pressures and supply chain disruptions may lead to reputational harm if we are unable to deliver our products or services on expected
| Abercrombie & Fitch Co. | 21 | 2025 Form 10-K | ||||||
timelines.
Although such changes have implications across the entire industry, we may fail to effectively adapt to and manage the adjustments in strategy that would be necessary in response to these developments. We continue to evaluate and implement measures to mitigate the impact of current and potential tariffs, including managing product costs, considering operating expense reductions, and pursuing average unit retail (“AUR”) growth. However, these mitigation efforts may take time to implement and take effect, may involve additional costs, may not be accepted by consumers, and may not be sufficient to offset the full impact of tariffs.
In addition to the general uncertainty and overall risk from potential changes in trade laws and policies, as we make business decisions in the face of such uncertainty, we may incorrectly anticipate the outcomes, miss out on business opportunities, or fail to effectively adapt our business strategies, which could adversely affect our revenues, profitability, and overall business.
Our reliance on our distribution centers makes us susceptible to disruptions or adverse conditions affecting our supply chain.
Our distribution center operations are susceptible to local and regional factors, such as system failures, accidents, labor disputes, economic and weather conditions, natural disasters, significant power interruptions or outages, demographic and population changes, and other unforeseen events and circumstances. We rely on both Company-operated and third-party distribution centers to manage the receipt, storage, sorting, packing and distribution of our merchandise. If our distribution centers are not adequate to support our operations, including as a result of capacity constraints in response to an increase in digital sales or performance issues related to third-party management, the increased rate of merchandise returns, we could experience adverse impacts such as shipping delays and or customer dissatisfaction. In addition, if our distribution operations were disrupted due to, for example, labor shortages, natural disasters or power interruptions or outages, and we were unable to relocate operations or find other property adequate for conducting business, our ability to replace inventory in our stores and process digital and third-party orders could be interrupted, potentially resulting in adverse impacts to sales or increased costs. Refer to “ITEM 1. BUSINESS” of this Annual Report on Form 10-K, for a listing of certain distribution centers on which we rely.
We rely on the experience and skills of our executive officers and associates, and the failure to attract or retain this talent, effectively manage succession, and establish a workforce that can best serve the communities in which we operate could have a material adverse impact on our business.
Our ability to succeed may be adversely impacted if we are not able to attract, retain and develop talent and future leaders, including our executive officers. We believe that the attraction, retention and management of qualified talent is integral to our success in advancing our strategies and key business priorities and avoiding disruptions in our business. We rely on our associates across the organization, including those at our corporate offices, stores, and distribution centers, as well as their experience and expertise in the retail business.
Our executive officers closely supervise all aspects of our operations, have substantial experience and expertise in the retail business and have an integral role in the growth and success of our brands. If we were to lose the benefit of the involvement of our executive officers or other personnel, without adequate succession plans, our business could be adversely affected.
In addition, if we are unable to attract and retain talent at the associate level, our business could be adversely impacted. Competition for such qualified talent is intense, and we cannot be sure that we will be able to attract, retain and develop a sufficient number of qualified individuals in future periods. In addition, we cannot guarantee that we will be able to find adequate temporary or seasonal personnel to staff our operations when needed. As automation, AI, and other technology-enabled tools become increasingly integrated into our operations, our success will depend, in part, on our ability to attract and retain associates with relevant technical skills, effectively train our workforce, and achieve user acceptance and adoption of these tools. Failure to ensure effective training, adoption, and use of new technologies by our associates could limit anticipated benefits and adversely affect our business.
If we are not successful in these efforts or fail to successfully execute against the key human capital management initiatives discussed in “ITEM 1. BUSINESS” of this Annual Report on Form 10-K, our business could be adversely impacted.
| Abercrombie & Fitch Co. | 22 | 2025 Form 10-K | ||||||
LEGAL, TAX, REGULATORY AND COMPLIANCE RISKS.
Misconduct or illegal activities by our current and former associates, directors, advisers, third-party service providers or business partners, or others affiliated, or perceived to be affiliated, with the Company could subject to us to reputational harm, regulatory scrutiny or inquiries, or legal liability.
There is a risk that current or former associates, executives, directors, advisers, third party-service providers or business partners of the Company, or others who are actually or perceived to be affiliated with us, could engage, deliberately or recklessly, in misconduct or fraud that creates legal exposure for us and adversely affects our business. If such individuals were to engage, or be accused of engaging in, illegal or suspicious activities, sexual misconduct or harassment, racial or gender discrimination, improper use or disclosure of confidential information, fraud, payment or solicitation of bribes, or any other type of similar misconduct or violation of other laws and regulations, during their employment or service with us, we could suffer serious harm to our brand, reputation, be subject to penalties or sanctions, suffer serious harm to our financial position and current and future business relationships, and face potentially significant litigation or investigations.
In particular, Michael Jeffries, who served as chief executive officer of the Company from 1992 to 2014, has been accused of sexual abuse and exploitation, which accusations include claims relating to behavior that is alleged to have occurred during his prior tenure with us. Criminal charges have been filed against Mr. Jeffries, and there are multiple pending civil actions against Mr. Jeffries and the Company that relate to this alleged behavior. Although we believe the claims against us are without merit, the allegations against this former executive, as well as the claims brought against us, have resulted in negative media attention and may result in additional litigation or may result in other adverse consequences to our reputation, brand, and business. In addition, in March 2024 and March 2025, the Delaware Court of Chancery ruled that Mr. Jeffries was entitled to advancement by the Company of his defense costs for the civil litigation and for his defense costs for the criminal prosecution against him, respectively.
Fluctuations in our tax obligations and effective tax rate may result in volatility in our results of operations could have a material adverse impact on our business.
We are subject to income taxes in many U.S. and foreign jurisdictions. In addition, our products are subject to import and excise duties and/or sales, consumption or value-added taxes (“VAT”) in many jurisdictions. We record tax expense based on our estimates of future payments, which include reserves for estimates of probable settlements of foreign and domestic tax audits. At any time, many tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. As a result, we expect that throughout the year, there could be ongoing variability in our quarterly tax rates as taxable events occur and exposures are evaluated. In addition, our effective tax rate in any given financial reporting period may be materially impacted by changes in the mix and level of earnings or losses by taxing jurisdictions or by changes to existing accounting rules or regulations. Fluctuations in duties could also have a material impact on our financial condition, results of operations or cash flows.
In some global markets, we are required to withhold and remit VAT to the appropriate local tax authorities. Failure to correctly calculate or remit the appropriate amounts could subject us to substantial fines and penalties that could have an adverse effect on our financial condition, results of operations or cash flows.
In the past, tax law has been enacted, domestically and abroad, impacting our current or future tax structure and effective tax rate, such as the Inflation Reduction Act of 2022 and the One Big Beautiful Bill Act of 2025 (“OBBBA”) in the U.S. Tax law may be enacted in the future, domestically or abroad, that impacts our current or future tax structure and effective tax rate.
Litigation and any future stockholder activism could have a material adverse impact on our business.
We, along with third parties we do business with, are involved, from time to time, in litigation arising in the ordinary course of business. Litigation matters may include, but are not limited to, contract disputes, employment-related actions, alleged misconduct by current or former associates, labor relations, commercial litigation, intellectual property rights, privacy litigation, product safety, ESG, anti-ESG, environmental matters, and stockholder actions.
Litigation, in general, may be expensive and disruptive. We cannot predict with certainty the outcomes of these legal proceedings and other contingencies, and the costs incurred in litigation can be substantial, regardless of the outcome. Substantial unanticipated verdicts, fines and rulings do sometimes occur. As a result, we could, from time to time, incur judgments, enter into settlements, or revise our expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on our results of operations in the period in which the amounts are accrued and/or our cash flows in the period in which the amounts are paid. The outcome of some of these legal proceedings and other contingencies could require us to take, or refrain from taking, actions which could negatively affect our operations and, depending on the nature of the allegations, could negatively impact our reputation. Additionally, defending against these legal proceedings may involve significant expense and diversion of management’s attention and resources.
| Abercrombie & Fitch Co. | 23 | 2025 Form 10-K | ||||||
Stockholder activism, which could take many forms or arise in a variety of situations, remains popular with many public investors. Due to the volatility of our stock price and for a variety of other reasons, we may become the target of securities litigation or stockholder activism. Responding to stockholder activists’ campaigns may involve significant expense and diversion of management’s attention and resources without yielding any improvement in our results of operations or financial condition.
Failure to adequately protect and enforce our intellectual property, or failure to adequately ensure that we are not infringing the intellectual property rights of others, could have a negative impact on our brand image and limit our ability to penetrate new markets which could have a material adverse impact on our business.
We believe our core trademarks, Abercrombie & Fitch®, abercrombie®, Hollister®, Gilly Hicks®, and the “Moose” and “Seagull” logos, are essential to the effective implementation of our strategy. We have obtained or applied for federal registration of these trademarks with the U.S. Patent and Trademark Office and the registries of countries in key markets within the Company’s owned and operated sales and distribution channels, and those in which the Company’s franchise, wholesale, and licensing partners have sales and distribution rights. In addition, these trademarks are either registered, or the Company has applications for registration pending, with the registries of many of the foreign countries in which the manufacturers of the Company’s products are located. There can be no assurance that we will obtain registrations that have been applied for or that the registrations we obtain will prevent the imitation of our products or infringement of our intellectual property rights by others. Although brand security initiatives are in place, we cannot guarantee that our efforts against the infringement or counterfeiting of our brands will be successful. If a third party copies our products in a manner that projects lesser quality or carries a negative connotation, our brand image could be materially adversely affected. Moreover, the increased prevalence of AI raises potential issues related to unauthorized use of our intellectual property by third parties, as well as potential questions over the ownership of any intellectual property generated through the use of AI tools. The impact of AI on intellectual property rights may result in increased costs with respect to policing and ownership disputes.
Because we have not yet registered all of our trademarks in all categories, or in all foreign countries in which we source or offer our merchandise now, or may in the future, our global expansion and our merchandising of products using these marks could be limited. The pending applications for international registration of various trademarks could be challenged or rejected in those countries because third parties of whom we are not currently aware have already registered similar marks in those countries. Accordingly, it may be possible, in those foreign countries where the status of various applications is pending or unclear, for a third-party owner of the national trademark registration for a similar mark to prohibit the manufacture, sale or exportation of branded goods in or from that country. Failure to register our trademarks or purchase or license the right to use our trademarks or logos in these jurisdictions could limit our ability to obtain supplies from, or manufacture in, less costly markets or penetrate new markets should our business plan include selling our merchandise or granting rights to our franchise, wholesale, and licensing partners in those non-U.S. jurisdictions.
In addition, if third parties successfully claim we infringe their intellectual property rights, we may be subject to liability, be prevented from using our trademarks or other intellectual property rights, or be obligated to remove this merchandise from our inventory, which could have an adverse effect on our financial conditions and operations. Defending infringement claims could be expensive and time consuming and might result in our incurring additional costs, entering into costly license agreements, actions to recover unpaid royalty fees, or other settlement agreements. These risks may be magnified if we increase our use of licensing arrangements or partnerships with third parties.
Changes in the regulatory or compliance landscape could have a material adverse impact on our business.
We are subject to numerous domestic and foreign laws and regulations, including those related to customs, truth-in-advertising, securities, environmental and social disclosures, consumer protection, general privacy, health information privacy, identity theft, online privacy, general employment, employee health and safety, minimum wages, unsolicited commercial communication and zoning and occupancy laws, as well as ordinances that regulate retailers generally and/or govern the importation, intellectual property, promotion and sale of merchandise and the operation of retail stores, digital operations and distribution centers. If these laws and regulations were to change, or were violated by our management, associates, suppliers, vendors or other parties with whom we do business, the costs of certain merchandise could increase, or we could experience delays in shipments of our merchandise, be subject to fines or penalties, temporary or permanent store closures, or increased regulatory scrutiny or suffer reputational harm, which could reduce demand for our merchandise and adversely affect our business and results of operations. Any changes in regulations, the imposition of additional regulations, or the enactment of any new or more stringent legislation including the areas referenced above, could adversely affect our business and results of operations.
Laws and regulations at the local, state, federal and various global levels frequently change, and the ultimate cost of compliance cannot be precisely estimated. Changes in the legal or regulatory environment affecting responsible sourcing, supply chain transparency, or environmental protection, among others, may result in increased compliance costs for us and our business partners. Additionally, we may face regulatory challenges in complying with applicable global sanctions and trade regulations and reputational challenges with our consumers and other stakeholders if we are unable to sufficiently verify the origins of material sourced for the manufacture of our products.
| Abercrombie & Fitch Co. | 24 | 2025 Form 10-K | ||||||
In addition, we are subject to a variety of regulatory and reporting requirements, including, but not limited to, those related to corporate governance and public disclosure. Stockholder activism, the current political environment, financial reform legislation, government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations. New requirements or changes in current regulatory reporting requirements may introduce additional complexities, lead to additional compliance costs, divert management’s time and attention from strategic business activities, and could have a significant effect on our reported results for the affected periods. Failure to comply with such regulations could result in fines, penalties, or lawsuits and could have a material adverse impact on our business.
The agreements related to A&F Management’s senior secured asset-based revolving credit facility includes restrictive covenants that limit our flexibility in operating our business and our inability to obtain additional credit on reasonable terms in the future could have an adverse impact on our business.
The Amended and Restated Credit Agreement (as amended, the “ABL Credit Agreement”) of Abercrombie & Fitch Management Co. (“A&F Management”), a wholly-owned indirect subsidiary of A&F, provides for a senior secured asset-based revolving credit facility of up to $500 million (the “ABL Facility”), which matures on August 2, 2029. The agreements related to the ABL Facility contain restrictive covenants that, subject to specified exemptions, restrict, among other things, the ability of the Company and its subsidiaries to: incur, assume or guarantee additional indebtedness; grant or incur liens; sell or otherwise dispose of assets, including capital stock of subsidiaries; make investments in certain subsidiaries; pay dividends or make distributions on our capital stock; redeem or repurchase capital stock; change the nature of our business; and consolidate or merge with or into, or sell substantially all of the assets of the Company or A&F Management to another entity.
If an event of default under either related agreement occurs, any outstanding obligations under the ABL Facility could be declared immediately due and payable or the lenders or noteholders could foreclose on or exercise other remedies with respect to the assets securing the indebtedness under the ABL Facility. In addition, there is no assurance that we would have the cash resources available to repay such accelerated obligations. Moreover, the ABL Facility is secured by certain of our real property, inventory, intellectual property, general intangibles and receivables, among other things, and lenders may exercise remedies against the collateral in an event of default.
We may, from time to time, incur indebtedness. There can be no assurance that we would be able to obtain sufficient funds to enable us to repay or refinance any future obligations on commercially reasonable terms, or at all. Changes in market conditions could potentially impact the size and terms of a replacement facility or facilities in the future. The inability to obtain credit on commercially reasonable terms in the future could adversely impact our liquidity and results of operations as well as limit our ability to take advantage of business opportunities that may arise.
Our amended and restated bylaws provide that certain courts in the State of Delaware or the federal district courts of the United States will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery located within the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder to us or our stockholders, any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, our certificate of incorporation or our bylaws (as either may be amended or restated) or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware, or any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware. However, if the Court of Chancery within the State of Delaware lacks jurisdiction over such action, the action may be brought in the United States District Court for the District of Delaware. Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”). The exclusive forum provisions will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provisions will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. There is, however, uncertainty as to whether a court would enforce the exclusive forum provisions, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
| Abercrombie & Fitch Co. | 25 | 2025 Form 10-K | ||||||
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk management and strategy
The Company has established an information security program and related processes for assessing, identifying, and managing material risks from cybersecurity threats to the Company, including governance at the executive and Board level of the Company’s cyber risk management strategy and the controls designed to protect its operations. The Company’s information security program is managed at the executive level, with regular reporting to, and oversight by, the Board as described below. The Company’s program includes multi-layered governance by management, the Audit and Finance Committee of the Board and the Board, as described in greater detail below.
The Company’s policies and procedures identify how cybersecurity measures and controls are developed, implemented, reviewed, and updated. The Company implements and maintains a set of controls to manage information risk, establish guidelines for the use of information technology, and define standards for identifying and mitigating information risks. The controls are developed based on risk assessments and a review of controls from multiple security frameworks, such as the Center for Internet Security’s Critical Security Control and the Payment Card Industry Data Security Standard. The Company, internally and through third parties, conducts multiple information risk assessments each year. Risks identified in such assessments are considered, evaluated, and are then prioritized and addressed where appropriate to update the Company’s information security programs. Assessments, along with risk-based analysis and judgment, are used by the Company to determine how it should manage these risks.
In addition, the Company’s Incident Response Plan (“IRP”) provides an outline for the Company on how to identify and address a significant cybersecurity incident. The IRP includes certain steps to be taken by the Information Security team to, among other things, assess the severity of an incident, determine the appropriate escalation, and mitigate or remediate the incident. The IRP is intended to serve as a framework to aid the Information Security team and other corporate functions in coordinating the Company’s response to an incident in order to minimize the impact on the Company’s business and operations, as well as the affected parties.
The Company also conducts cybersecurity exercises and training. For example, certain corporate associates and management-level associates in our stores and distribution centers must complete cybersecurity training on an at least annual basis, which educates the associates on the Company’s policies and procedures for the handling of customer and employee personal data, incident reporting, and avoiding common cybersecurity threats such as phishing attacks. In addition, targeted training for corporate associates occurs throughout the year, and regular audiences include associates on the Company’s marketing, data analytics, and user experience teams. The Company’s management holds annual executive data incident tabletop exercises and the information security team holds more frequent technical tabletop exercises.
The Company (or the third parties on which it relies) may not be able to fully, continuously, and effectively implement security controls as intended. As described above, we utilize a risk-based approach and judgment to determine the security controls to implement and it is possible we may not implement sufficient controls if we do not recognize or underestimate a particular risk. In addition, security controls, no matter how well designed or implemented, may only partially mitigate and not fully eliminate risks. Events, when detected by security tools or third parties, may not always be immediately understood or acted upon.
Board governance and management
| Abercrombie & Fitch Co. | 26 | 2025 Form 10-K | ||||||
Item 2. Properties
The Company’s global headquarters are located on a campus-like setting in New Albany, Ohio, which is owned by the Company. The Company’s global headquarters also include Company-owned distribution centers that support distribution to all domestic stores and the majority of domestic digital orders. The Company also leases property for its regional headquarters located in London, United Kingdom and Shanghai, China. In addition, the Company owns or leases facilities both domestically and internationally to support the Company’s operations, such as its distribution centers and various support centers.
The Company does not believe any individual regional headquarters, third-party distribution center or support center lease is material as, if necessary or desirable to relocate an operation, other suitable property could be found. These properties are utilized by the Company’s EMEA and APAC operating segments and are currently suitable and adequate for conducting the Company’s business.
As of January 31, 2026, the Company operated 829 retail stores across its brands. The Company does not believe that any individual store lease is material; however, certain geographic areas may have a higher concentration of store locations.
Item 3. Legal Proceedings
The Company and its affiliates are parties to lawsuits and other adversary proceedings that may range from individual actions involving a single plaintiff to class action lawsuits. The Company’s legal costs incurred in connection with the resolution of claims and lawsuits are generally expensed as incurred, and the Company establishes estimated liabilities for the outcome of litigation where losses are deemed probable and the amount of loss, or range of loss, is reasonably estimable. The Company also determines estimates of reasonably possible losses or ranges of reasonably possible losses in excess of related accrued liabilities, if any, when it has determined that a loss is reasonably possible, and it is able to determine such estimates. For information regarding legal proceedings, see Note 19 “CONTINGENCIES” to the Consolidated Financial Statements included in this Annual Report on Form 10-K. The Company’s accrued charges for certain legal contingencies are classified within accrued expenses on the Consolidated Balance Sheets included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA,” of this Annual Report on Form 10-K. Based on currently available information, the Company cannot estimate a range of reasonably possible losses in excess of the accrued charges for legal contingencies. In addition, the Company has not established accruals for certain claims and legal proceedings pending against the Company where it is not possible to reasonably estimate the outcome or potential liability, and the Company cannot estimate a range of reasonably possible losses for these legal matters. Actual liabilities may differ from the amounts recorded, due to uncertainties regarding final settlement agreement negotiations and the terms of any approval by the courts, and there can be no assurance that the final resolution of legal matters will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. The Company’s assessment of the current exposure could change in the event of the discovery of additional facts.
In addition, pursuant to Item 103(c)(3)(iii) of Regulation S-K under the Exchange Act, the Company is required to disclose certain information about environmental proceedings to which a governmental authority is a party if the Company reasonably believes such proceedings may result in monetary sanctions, exclusive of interest and costs, above a stated threshold. The Company has elected to apply a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.
Item 4. Mine Safety Disclosures
Not applicable.
| Abercrombie & Fitch Co. | 27 | 2025 Form 10-K | ||||||
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Holders
A&F’s Class A Common Stock, $0.01 par value (“Common Stock”) is traded on the New York Stock Exchange under the symbol “ANF.” As of March 26, 2026, there were approximately 2,100 stockholders of record. However, when including investors holding shares of Common Stock in broker accounts under street name, A&F estimates that there were approximately 131,900 stockholders.
Performance Graph
The following graph shows the changes, over the five-year period ended January 31, 2026 (the last day of A&F’s Fiscal 2025) in the value of $100 invested in (i) shares of Common Stock; (ii) Standard & Poor’s 500 Stock Index (the “S&P 500”); and (iii) Standard & Poor’s Apparel Retail Composite Index (the “S&P Apparel Retail”), including reinvestment of dividends. The plotted points represent the closing price on the last trading day of the fiscal year indicated.
PERFORMANCE GRAPH (1)
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among A&F, the S&P 500 Index and the S&P Apparel Retail Index
| 01/30/21 | 01/29/22 | 01/28/23 | 02/03/24 | 02/01/25 | 01/31/26 | ||||||||||||||||||||||||||||||
| A&F | $ | 100.00 | $ | 158.17 | $ | 118.38 | $ | 474.51 | $ | 517.47 | $ | 423.19 | |||||||||||||||||||||||
| S&P 500 | 100.00 | 120.99 | 112.95 | 139.85 | 172.66 | 200.84 | |||||||||||||||||||||||||||||
| S&P Apparel Retail | 100.00 | 110.72 | 132.31 | 160.29 | 196.33 | 241.22 | |||||||||||||||||||||||||||||
* $100 invested on January 30, 2021, including reinvestment of dividends.
Copyright© 2026 Standard & Poor’s, a division of S&P Global. All rights reserved.
(1) This performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or to the liabilities of Section 18 of the Exchange Act, except to the extent that A&F specifically requests that the performance graph be treated as soliciting material or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.
| Abercrombie & Fitch Co. | 28 | 2025 Form 10-K | ||||||
Equity Securities
The following table provides information regarding the purchase of shares of Common Stock made by or on behalf of A&F or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act during each fiscal month of the thirteen weeks ended January 31, 2026:
| Period (fiscal month) | Total Number of Shares Purchased (1) | Average Price Paid per Share (4) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs(2)(3)(4) | ||||||||||||||||||||||
| November 2, 2025 through November 29, 2025 | 625 | $ | 69.58 | — | $ | 950,067,646 | ||||||||||||||||||||
| November 30, 2025 through January 3, 2026 | 516,704 | 116.39 | 513,214 | 890,344,535 | ||||||||||||||||||||||
| January 4, 2026 through January 31, 2026 | 354,489 | 113.71 | 354,051 | 850,080,717 | ||||||||||||||||||||||
| Total | 871,818 | $ | 115.27 | 867,265 | 850,080,717 | |||||||||||||||||||||
(1)An aggregate of 4,553 shares of A&F’s Common Stock purchased during the thirteen weeks ended January 31, 2026 were withheld for tax payments due upon the vesting of employee restricted stock units.
(2)On March 5, 2025, the Company announced that the Board of Directors approved a new $1.3 billion share repurchase program (the “2025 Authorization”), replacing the prior share repurchase authorization of $500 million that was approved by the Board of Directors in 2021 (the “2021 Authorization”). The 2025 Authorization does not have an expiration date and may be discontinued at any time.
(3)The number shown represents, as of the end of each period, the approximate dollar value of A&F’s Common Stock that may yet be purchased under the 2025 Authorization described in footnote 2 above. The shares may be purchased, from time to time in open market or private transactions in such manner as may be deemed advisable from time to time (including, without limitation, pursuant to accelerated share repurchase programs, one or more 10b5-1 trading plans, or any other method deemed advisable), depending on business and market conditions, the Company’s share price, legal requirements, and other factors. The 2025 Authorization replaced the 2021 Authorization and shares may no longer be repurchased pursuant to the 2021 Authorization.
(4)The aggregate cost of share repurchases and average price paid per share excludes commissions and excise tax.
Item 6. [Reserved]
| Abercrombie & Fitch Co. | 29 | 2025 Form 10-K | ||||||
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) generally discusses our results of operations for Fiscal 2025 and Fiscal 2024 and provides comparisons between such fiscal years. For discussion and comparison of Fiscal 2024 and Fiscal 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for Fiscal 2024, filed with the SEC on March 31, 2025. This MD&A should be read together with the Company’s audited Consolidated Financial Statements and notes thereto included in this Annual Report on Form 10-K in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA,” to which all references to Notes in MD&A are made.
INTRODUCTION
MD&A is provided as a supplement to the accompanying Consolidated Financial Statements and notes thereto to help provide an understanding of the Company’s results of operations, financial condition, and liquidity. MD&A is organized as follows:
•Overview. A general description of the Company’s business and certain segment information, and an overview of key performance indicators reviewed by management in assessing the Company’s results.
•Current Trends and Outlook. A discussion of the Company’s long-term plans for growth and a summary of the Company’s performance over recent years, primarily Fiscal 2025 and Fiscal 2024.
•Results of Operations. An analysis of certain components of the Company’s Consolidated Statements of Operations and Comprehensive Income for Fiscal 2025 as compared to Fiscal 2024.
•Liquidity and Capital Resources. A discussion of the Company’s financial condition, changes in financial condition and liquidity as of January 31, 2026, which includes (i) an analysis of changes in cash flows for Fiscal 2025 as compared to Fiscal 2024, (ii) an analysis of liquidity, including availability under the Company’s credit facility, and outstanding debt and covenant compliance and (iii) a summary of contractual and other obligations as of January 31, 2026.
•Recent Accounting Pronouncements. The recent accounting pronouncements the Company has adopted or is currently evaluating, including the dates of adoption or expected dates of adoption, as applicable, and anticipated effects on the Company’s audited Consolidated Financial Statements, are included in Note 2 “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.”
•Critical Accounting Estimates. A discussion of the accounting estimates considered to be important to the Company’s results of operations and financial condition, which typically require significant judgment and estimation on the part of the Company’s management in their application.
•Non-GAAP Financial Measures. MD&A provides a discussion of certain financial measures that have been determined to not be presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). This section includes certain reconciliations between GAAP and non-GAAP financial measures and additional details on non-GAAP financial measures, including information as to why the Company believes the non-GAAP financial measures provided within MD&A are useful to investors.
| Abercrombie & Fitch Co. | 30 | 2025 Form 10-K | ||||||
OVERVIEW
Business summary
The Company is a global, digitally-led, omnichannel retailer. The Company offers a broad assortment of apparel, personal care products and accessories for men, women and kids, which are sold primarily through its Company-owned stores and digital channels, as well as through various third-party arrangements.
The Company manages its business on a geographic basis, consisting of three reportable segments: Americas; EMEA; and APAC. Corporate functions and other income and expenses are evaluated on a consolidated basis and are not allocated to the Company’s segments and therefore are included as a reconciling item between segment and total operating income.
The Company’s brand families include Abercrombie brands and Hollister brands. These brands share a commitment to offering unique products of enduring quality and exceptional comfort that allow customers around the world to express their own individuality and style.
The Company’s fiscal year ends on the Saturday closest to January 31. This typically results in a fifty-two-week year, but occasionally gives rise to an additional week, resulting in a fifty-three-week year, as was the case in Fiscal 2023. All references herein to the Company’s fiscal years are as follows:
| Fiscal year | Year ended/ ending | Number of weeks | ||||||||||||
| Fiscal 2023 | February 3, 2024 | 53 | ||||||||||||
| Fiscal 2024 | February 1, 2025 | 52 | ||||||||||||
| Fiscal 2025 | January 31, 2026 | 52 | ||||||||||||
| Fiscal 2026 | January 30, 2027 | 52 | ||||||||||||
Seasonality
Historically, the Company’s operations have been seasonal in nature and consist of two principal selling seasons: the spring season, which includes the first and second fiscal quarters (“Spring”) and the fall season, which includes the third and fourth fiscal quarters (“Fall”). Due to the seasonal nature of the retail apparel industry, the results of operations for any current period are not necessarily indicative of the results expected for the full fiscal year, and the Company could have significant fluctuations in certain asset and liability accounts. The Company historically experiences its greatest sales activity during the Fall season due to back-to-school and holiday sales periods, respectively.
Key Performance Indicators
The following measurements are among the key performance indicators reviewed by the Company’s management in assessing the Company’s results:
•Net sales and comparable sales by region and brand;
•Cost of sales, exclusive of depreciation and amortization, as a percentage of net sales;
•Gross profit and gross profit rate;
•Selling expense as a percentage of net sales;
•General and administrative expense as a percentage of net sales;
•Operating income, including by segment, and operating income as a percentage of net sales (“operating margin”);
•Earnings before interest, taxes, depreciation and amortization (“EBITDA”)
•Net income and net income attributable to A&F;
•Net income per diluted share attributable to A&F;
•Cash flow and liquidity measures, such as the Company’s working capital, operating cash flow, and free cash flow;
•Inventory metrics, such as inventory turnover;
•Return on invested capital and return on equity;
•Transactional metrics, such as traffic and conversion, performance across key product categories, AUR, average unit cost (“AUC”), average units per transaction and average transaction values, return rates, shrink; and
•Customer-centric metrics such as customer retention and acquisition, and certain metrics related to the loyalty programs.
While not all of these metrics are disclosed publicly by the Company due to the proprietary nature of the information, the Company discusses many of these metrics within this MD&A.
| Abercrombie & Fitch Co. | 31 | 2025 Form 10-K | ||||||
CURRENT TRENDS AND OUTLOOK
Focus areas for Fiscal 2026
Over the last several years, A&F Co. has worked to successfully transform its brands, business and culture, while delivering on its financial commitments. As the Company looks forward, it’s focused on evaluating opportunities that continue to deliver sustainable, profitable growth. The Company expects to:
•Deliver Consistent Global Growth Across Brands by investing in owned-and-operated channels with the expectation of continued net sales growth, including through net new store openings, digital fulfillment, and marketing.
•Expand Channels and Categories by increasing net sales growth in new and select markets through the use of franchise, wholesale, and licensing partnerships. The Company also plans to expand into new, adjacent product categories that resonate with each brand’s target customer.
•Execute a Multifaceted Strategy that includes evaluating sourcing footprint, adjusting pricing or promotions, and expense reduction initiatives to stabilize product and operating costs in attempt to meaningfully mitigate external cost pressure, including near-term tariff impacts.
•Enhance and Modernize our Key Systems and Leverage Technology to support operational productivity and to improve the customer journey.
•Execute Financial Discipline to maintain double-digit operating margins and expand net income per diluted share.
Current macroeconomic conditions and tariffs
Macroeconomic conditions, such as a volatile interest rate environment, ongoing inflation, the geopolitical landscape, and foreign exchange rate fluctuations, continue to impact the global economy. In addition, changes in trade policy and related uncertainty, including enacted and proposed tariffs affecting countries from which we source a significant portion of our merchandise and raw materials, have created a dynamic and unpredictable trade environment that adversely impacted our business and operations during Fiscal 2025 and continues into Fiscal 2026.
During Fiscal 2025, changes in U.S. trade policy, including the imposition, modification, and rescission of certain tariffs, increased volatility in duties and raw material costs associated with merchandise sourced from certain countries and added complexity to our supply chain and sourcing processes.
On February 20, 2026, the U.S. Supreme Court held that IEEPA did not authorize the imposition of tariffs, striking down the 10% universal baseline tariff, as well as the country-specific tariffs. The Company is involved in litigation seeking refunds of IEEPA tariffs. The outcome and timing of resolution remain uncertain.
While certain tariffs have been struck down, modified, or replaced, other tariffs remain in effect, and additional tariffs have been imposed or proposed during Fiscal 2026. Additional, increased, or modified tariffs may be imposed without warning through various statutes and trade authorities. These changing tariff rates and shifting trade policies have created significant uncertainty for suppliers, consumers, and us. These continued uncertainties regarding the future impact of tariffs and global trade relations could lead to weakened business conditions for our industry and could adversely impact our ability to procure merchandise or result in increases to the cost of merchandise sourced from impacted countries.
The Company continues to evaluate the impact of tariffs and other trade policies on its business and is continuing to execute against our playbook of mitigation strategies. Mitigation strategies have included evaluating supply chain footprint changes, negotiating with our supply chain vendors, pursuing operating expense reductions, and determining ways to increase AUR.
After factoring in certain mitigation strategies, tariffs on goods imported into the U.S. under trade policies in effect through January 31, 2026 negatively impacted operating income by $90 million or 170 basis points as a percent of net sales, during Fiscal 2025. Assuming the estimated impact from the tariffs on goods imported into the U.S., including the impact of a 15% tariff on all U.S. imports (which, for purposes of our outlook, is expected to apply beginning February 24, 2026, and to remain in effect for the entirety of Fiscal 2026), and factoring in certain planned mitigation strategies, we expect to incur approximately $40 million of incremental impact compared to Fiscal 2025, or approximately 70 basis points as a percentage of net sales, which would negatively impact our operating income during Fiscal 2026.
Recently, the global markets have experienced fluctuations in fuel and other energy related costs, which could lead to greater uncertainty regarding the overall economic environment and consumer spending. During periods of perceived or actual unfavorable economic conditions, consumers may reallocate available discretionary spending or determine that they have fewer funds available for discretionary spending, which may adversely impact demand for our products. Continued inflationary pressures could further impact expenses and have a longer-term impact on our ability to maintain satisfactory margins.
| Abercrombie & Fitch Co. | 32 | 2025 Form 10-K | ||||||
Global events and supply chain disruptions
As a global multi-brand omnichannel specialty retailer, with operations in North America, Europe, the Middle East, and Asia, among other regions, we are exposed to global events and geopolitical developments, including armed conflicts in certain regions, that may adversely impact our operations. In addition to the impacts of tariffs discussed above, global supply chain conditions continue to be affected by other factors, including disruptions in major maritime routes, higher transportation and logistics costs, and increased competition for supply chain capacity due to uncertainty in the global trade environment and ongoing armed conflicts. For example, armed conflicts in the Middle East have contributed to elevated freight rates and longer transit times compared to historical levels, and prolonged or escalating conflicts could result in additional supply chain disruption, including higher energy and transportation costs (such as fuel related charges), shipping delays, or increased costs from using air freight instead of ocean freight to mitigate inventory delays.
Management continues to monitor global events and assess the potential impacts that these and similar events may have on the business in future periods. Although management also develops and updates contingency plans to assist in mitigating potential impacts, it is possible that the Company’s preparations for such events are not adequate to mitigate their impact, and that these events could further adversely affect its business and results of operations.
Global store network modernization and growth
The Company has a goal of finding the right size, right location and right economics for omni-enabled stores that cater to local customers. The Company continues to use data to inform its focus on aligning store square footage with digital penetration, and has delivered new store experiences across brands during Fiscal 2025 and Fiscal 2024. Details related to these new Company owned and operated store experiences follow:
| Type of new store experience | Fiscal 2025 | Fiscal 2024 | ||||||||||||
| New stores | 62 | 65 | ||||||||||||
| Remodels | 47 | 48 | ||||||||||||
| Right-sizes | 11 | 12 | ||||||||||||
| Total | 120 | 125 | ||||||||||||
During Fiscal 2025, the Company opened 62 new stores, remodeled 47 stores, and right-sized 11 stores, while closing 22 stores. This compares with 65 new stores, 48 remodeled stores, 12 right-sized stores, and 41 closures during Fiscal 2024. Future closures could be completed through natural lease expirations, while certain other leases include early termination options that can be exercised under specific conditions. The Company may also elect to exit or modify other leases, and could incur charges related to these actions.
Additional details related to Company owned and operated store count and gross square footage follow:
| Fifty-Two Weeks Ended January 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
AMERICAS (1) | EMEA (2) | APAC (3) | Total Company | ||||||||||||||||||||||||||||||||||||||||||||||||||
Abercrombie | Hollister | Abercrombie | Hollister | Abercrombie | Hollister | Abercrombie | Hollister | Total (4) | |||||||||||||||||||||||||||||||||||||||||||||
| February 1, 2025 | 215 | 385 | 33 | 100 | 30 | 26 | 278 | 511 | 789 | ||||||||||||||||||||||||||||||||||||||||||||
| New | 27 | 15 | 4 | 6 | 5 | 5 | 36 | 26 | 62 | ||||||||||||||||||||||||||||||||||||||||||||
| Permanently closed | (3) | (4) | (1) | (5) | (4) | (5) | (8) | (14) | (22) | ||||||||||||||||||||||||||||||||||||||||||||
| January 31, 2026 | 239 | 396 | 36 | 101 | 31 | 26 | 306 | 523 | 829 | ||||||||||||||||||||||||||||||||||||||||||||
Gross square footage (in thousands): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| February 1, 2025 | 1,305 | 2,478 | 214 | 769 | 174 | 154 | 1,693 | 3,401 | 5,094 | ||||||||||||||||||||||||||||||||||||||||||||
| January 31, 2026 | 1,454 | 2,539 | 227 | 748 | 180 | 152 | 1,861 | 3,439 | 5,300 | ||||||||||||||||||||||||||||||||||||||||||||
(1)The Americas segment includes North America and South America.
(2)The EMEA segment includes Europe, the Middle East and Africa.
(3)The APAC segment includes the Asia-Pacific region, including Asia and Oceania.
(4)This store count excludes temporary and franchise stores.
Recent tax law changes
On July 4, 2025, House Resolution 1, also known as the OBBBA, was signed into law. The OBBBA includes, among other provisions, changes to U.S. corporate income tax law impacting the taxation of domestic and international business operations, including permanently extending certain expiring provisions of the Tax Cuts and Jobs Act of 2017, restoration of accelerated depreciation on capital expenditures, deductible research and experimental expenditures, and modifications to the international tax framework. The enactment of the OBBBA did not have a material impact on the Company’s consolidated financial statements and disclosures.
| Abercrombie & Fitch Co. | 33 | 2025 Form 10-K | ||||||
For a discussion of material risks that have the potential to cause our actual results to differ materially from our expectations, refer to “ITEM 1A. RISK FACTORS,”.
Summary of results
A summary of results for Fiscal 2025 and Fiscal 2024 follows:
| GAAP | Non-GAAP (1) | ||||||||||||||||||||||
| Fiscal 2025 | Fiscal 2024 | Fiscal 2025 | Fiscal 2024 | ||||||||||||||||||||
Net sales (in thousands) | $ | 5,266,292 | $ | 4,948,587 | |||||||||||||||||||
| Change in net sales from the prior fiscal year | 6 | % | 16 | % | |||||||||||||||||||
Comparable sales (2) | 3 | % | 17 | % | |||||||||||||||||||
Operating income (in thousands) | $ | 699,143 | $ | 740,820 | $ | 660,569 | |||||||||||||||||
Operating income margin | 13.3 | % | 15.0 | % | 12.5 | % | |||||||||||||||||
Net income attributable to A&F (in thousands) | $ | 506,921 | $ | 566,223 | $ | 478,039 | |||||||||||||||||
Net income per diluted share attributable to A&F | $ | 10.46 | $ | 10.69 | $ | 9.86 | |||||||||||||||||
(1) Refer to “RESULTS OF OPERATIONS” for details on excluded items. A reconciliation of each non-GAAP financial measure presented in this Annual Report on Form 10-K to the most directly comparable financial measure calculated in accordance with GAAP, as well as a discussion as to why the Company believes that these non-GAAP financial measures are useful to investors, is provided below under “NON-GAAP FINANCIAL MEASURES.”
(2) Comparable sales are calculated on a constant currency basis and exclude revenue other than store and digital sales. Refer to the discussion below in “NON-GAAP FINANCIAL MEASURES,” for further details on the comparable sales calculation.
Certain components of the Company’s Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025 were as follows:
| (in thousands) | January 31, 2026 | February 1, 2025 | |||||||||
| Cash and equivalents | $ | 759,540 | $ | 772,727 | |||||||
Marketable securities | 25,036 | 116,221 | |||||||||
| Inventories | 601,218 | 575,005 | |||||||||
Certain components of the Company’s Consolidated Statements of Cash Flows for Fiscal 2025 and Fiscal 2024 were as follows:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | |||||||||
| Net cash provided by operating activities | $ | 619,142 | $ | 710,376 | |||||||
| Net cash used for investing activities | (150,774) | (297,703) | |||||||||
| Net cash used for financing activities | (495,387) | (534,877) | |||||||||
| Abercrombie & Fitch Co. | 34 | 2025 Form 10-K | ||||||
RESULTS OF OPERATIONS
The estimated basis point (“BPS”) change disclosed throughout this Results of Operations has been rounded based on the change in the percentage of net sales.
Net sales
Net sales by segment are presented by attributing revenues to a physical store location or geographical region that fulfills the order. The Company’s net sales by reportable segment for Fiscal 2025 and Fiscal 2024 were as follows:
(in thousands, except ratios) | Fiscal 2025 | Fiscal 2024 | $ Change | % Change | Comparable Sales (1) | ||||||||||||||||||||||||||||||
By segment: | |||||||||||||||||||||||||||||||||||
Americas | $ | 4,290,395 | $ | 4,027,514 | $ | 262,881 | 7 | % | 4 | % | |||||||||||||||||||||||||
| EMEA | 818,140 | 770,519 | 47,621 | 6 | — | ||||||||||||||||||||||||||||||
| APAC | 157,757 | 150,554 | 7,203 | 5 | (3) | ||||||||||||||||||||||||||||||
Total | $ | 5,266,292 | $ | 4,948,587 | $ | 317,705 | 6 | 3 | |||||||||||||||||||||||||||
(1)Comparable sales are calculated on a constant currency basis. Refer to “NON-GAAP FINANCIAL MEASURES,” for further details on the comparable sales calculation.
For Fiscal 2025, net sales increased 6%, as compared to Fiscal 2024. The increase was primarily attributable to low-single-digit AUR growth and mid-single-digit unit volume growth, with increases in Company owned and operated stores, and digital channels. The year-over-year increase in net sales reflects positive comparable sales of 3%, as compared to Fiscal 2024. On a geographic basis, net sales for Fiscal 2025 were as follows:
•Net sales growth in the Americas region of 7% and 4% on a reported and comparable sales basis, respectively. The increase was led by mid-single-digit unit volume growth, with increases in Company owned and operated stores, and digital channels.
•Net sales growth in the EMEA region of 6% and flat on a reported and comparable sales basis, respectively. The increase on a reported basis was attributable to mid-single-digit AUR growth, favorable foreign currency and an increase in sales volume in net new stores, and third-party channels, offset by relatively flat unit growth.
•Net sales growth in the APAC region of 5% on a reported basis and a decline of (3)% on a comparable sales basis. The increase on a reported basis was attributable to mid-single-digit AUR growth, and low-double-digit increase in digital channels, partially offset by a low-single-digit decline in Company owned and operated stores. Sales growth was negatively impacted by low-single-digit unit volume decline with declines in Company owned and operated stores, partially offset by unit volume growth in digital channels.
The Company’s net sales by brand for Fiscal 2025 and Fiscal 2024 were as follows:
(in thousands, except ratios) | Fiscal 2025 | Fiscal 2024 | $ Change | % Change | Comparable Sales (1) | ||||||||||||||||||||||||
Abercrombie | $ | 2,523,662 | $ | 2,556,434 | $ | (32,772) | (1) | % | (7) | % | |||||||||||||||||||
Hollister | 2,742,630 | 2,392,153 | 350,477 | 15 | 13 | ||||||||||||||||||||||||
Total | $ | 5,266,292 | $ | 4,948,587 | $ | 317,705 | 6 | 3 | |||||||||||||||||||||
(1)Comparable sales are calculated on a constant currency basis. Refer to “NON-GAAP FINANCIAL MEASURES,” for further details on the comparable sales calculation.
Cost of sales, exclusive of depreciation and amortization
| Fiscal 2025 | Fiscal 2024 | ||||||||||||||||||||||||||||
(in thousands, except ratios) | % of Net Sales | % of Net Sales | BPS Change | ||||||||||||||||||||||||||
| Cost of sales, exclusive of depreciation and amortization | $ | 2,028,884 | 38.5 | % | $ | 1,773,926 | 35.8 | % | 270 | ||||||||||||||||||||
For Fiscal 2025, cost of sales, exclusive of depreciation and amortization, as a percentage of net sales, increased approximately 270 basis points as compared to Fiscal 2024. The percentage increase was primarily attributable to cost of sales deleverage with higher AUC primarily related to $90 million or 170 basis point adverse net tariff impact and unfavorable product and channel mix, partially offset by a low-single-digit increase in AUR, driven by volume mix and targeted promotions compared to Fiscal 2024.
| Abercrombie & Fitch Co. | 35 | 2025 Form 10-K | ||||||
Selling expense
| Fiscal 2025 | Fiscal 2024 | ||||||||||||||||||||||||||||
(in thousands, except ratios) | % of Net Sales | % of Net Sales | BPS Change | ||||||||||||||||||||||||||
Selling expense | $ | 1,809,633 | 34.4 | % | $ | 1,689,988 | 34.2 | % | 20 | ||||||||||||||||||||
Excluded item: | |||||||||||||||||||||||||||||
Litigation Settlement (1) | 42,874 | 0.8 | — | — | 80 | ||||||||||||||||||||||||
Adjusted non-GAAP selling expense | $ | 1,852,507 | 35.2 | $ | 1,689,988 | 34.2 | 100 | ||||||||||||||||||||||
For Fiscal 2025, selling expense increased by $120 million compared to Fiscal 2024. Selling expense, as a percentage of net sales increased 20 basis points as compared to Fiscal 2024. The increase in rate was primarily driven by an approximate 80 basis point increase in store occupancy and payroll costs and an approximate 40 basis point increase in marketing, partially offset by an approximate 80 basis point benefit resulting from the Litigation Settlement and approximately a 20 basis point benefit in fulfillment expense. Excluding 80 basis points of benefits related to the Litigation Settlement, adjusted non-GAAP selling expense as a percentage of net sales increased by approximately 100 basis points during Fiscal 2025, as compared to Fiscal 2024.
General and administrative expense
| Fiscal 2025 | Fiscal 2024 | ||||||||||||||||||||||||||||
(in thousands, except ratios) | % of Net Sales | % of Net Sales | BPS Change | ||||||||||||||||||||||||||
General and administrative expense | $ | 725,471 | 13.8 | % | $ | 750,485 | 15.2 | % | (140) | ||||||||||||||||||||
Excluded item: | |||||||||||||||||||||||||||||
Litigation Settlement (1) | (4,300) | (0.1) | — | — | (10) | ||||||||||||||||||||||||
Adjusted non-GAAP general and administrative expense | $ | 721,171 | 13.7 | $ | 750,485 | 15.2 | (150) | ||||||||||||||||||||||
For Fiscal 2025, general and administrative expense decreased by $25 million compared to Fiscal 2024. General and administrative expense, as a percentage of net sales, decreased 140 basis points as compared to Fiscal 2024. The decrease in expense rate was primarily driven by an approximate 150 basis point decrease in employee compensation costs, partially offset by approximately 10 basis points in legal fees relating to the Litigation Settlement and other administrative expenses. Excluding 10 basis points of legal fees related to the Litigation Settlement, adjusted non-GAAP general and administrative expense as a percentage of net sales during Fiscal 2025, decreased by approximately 150 basis points, as compared to Fiscal 2024.
Other operating loss (income), net
| Fiscal 2025 | Fiscal 2024 | ||||||||||||||||||||||||||||
(in thousands, except ratios) | % of Net Sales | % of Net Sales | BPS Change | ||||||||||||||||||||||||||
| Other operating loss (income), net | $ | 3,161 | 0.1 | % | $ | (6,632) | (0.1) | % | 20 | ||||||||||||||||||||
For Fiscal 2025, other operating loss (income), net, as a percentage of net sales, increased by 20 basis points as compared to Fiscal 2024, primarily due to $7.3 million foreign currency losses recognized in Fiscal 2025 compared to $2.7 million in foreign currency gains in Fiscal 2024 .
| Abercrombie & Fitch Co. | 36 | 2025 Form 10-K | ||||||
Operating income
| Fiscal 2025 | Fiscal 2024 | |||||||||||||||||||||||||||||||||||||
(in thousands, except ratios) | % of Net Sales(1) | % of Net Sales(1) | BPS Change | |||||||||||||||||||||||||||||||||||
| Americas | $ | 1,187,253 | 27.7 | % | $ | 1,210,493 | 30.1 | % | (240) | |||||||||||||||||||||||||||||
| EMEA | 91,514 | 11.2 | 109,821 | 14.3 | (310) | |||||||||||||||||||||||||||||||||
| APAC | (27,597) | (17.5) | (12,011) | (8.0) | (950) | |||||||||||||||||||||||||||||||||
| Operating loss not attributed to segments | (552,027) | (567,483) | ||||||||||||||||||||||||||||||||||||
| Operating income | $ | 699,143 | 13.3 | $ | 740,820 | 15.0 | (170) | |||||||||||||||||||||||||||||||
Excluded item: | ||||||||||||||||||||||||||||||||||||||
Litigation Settlement (2) | 38,574 | 0.7 | — | — | 70 | |||||||||||||||||||||||||||||||||
| Adjusted non-GAAP operating income | $ | 660,569 | 12.5 | $ | 740,820 | 15.0 | (250) | |||||||||||||||||||||||||||||||
(1) Segment operating income as a percentage of net sales is calculated by attributing the segment’s operating income with the respective net sales in the segment.
For Fiscal 2025, operating income decreased by $42 million or 170 basis points, as a percentage of net sales, as compared to Fiscal 2024.
•Operating income for the Americas decreased $23 million and decreased 240 basis points as a percentage of segment net sales as compared to Fiscal 2024. The decrease as a percent of sales was primarily attributed to higher cost of sales, inclusive of tariffs, and deleverage on marketing investments, partially offset by leverage in fulfillment expenses and a benefit from the Litigation Settlement included in selling expense.
•Operating income for EMEA decreased $18 million or 310 basis points as a percentage of segment net sales as compared to Fiscal 2024. The decrease as a percent of sales primarily related to deleverage on fulfillment expenses and marketing investments.
•Operating (loss) for APAC increased $16 million or 950 basis points as a percentage of segment net sales as compared to Fiscal 2024. The increase as a percent of sales is primarily attributed to higher cost of sales, and deleverage on store occupancy expenses, partially offset by leverage on general and administrative expenses.
•Operating (loss) not attributed to segments decreased primarily related to a decrease in employee compensation costs, partially offset by increases in other administrative expenses and foreign currency losses.
Excluding the benefits related to the Litigation Settlement, adjusted non-GAAP operating income as a percentage of net sales decreased by approximately 250 basis points during Fiscal 2025, as compared to Fiscal 2024.
Interest (income) expense, net
| Fiscal 2025 | Fiscal 2024 | |||||||||||||||||||||||||||||||
(in thousands, except ratios) | % of Net Sales | % of Net Sales | BPS Change | |||||||||||||||||||||||||||||
| Interest expense | $ | 2,375 | — | % | $ | 12,077 | 0.2 | % | (20) | |||||||||||||||||||||||
| Interest income | (24,004) | (0.5) | (39,934) | (0.8) | 30 | |||||||||||||||||||||||||||
| Interest (income) expense, net | $ | (21,629) | (0.4) | $ | (27,857) | (0.6) | 20 | |||||||||||||||||||||||||
For Fiscal 2025, interest (income) expense, net, decreased $6.2 million, as compared to Fiscal 2024. The net decrease was a result of a reduction in interest income due to the decrease in balance of time deposits and money market accounts compared to Fiscal 2024. This was partially offset by lower interest expense in Fiscal 2025 compared to Fiscal 2024 as a result of the redemption of the remaining outstanding balance of the 8.75% Senior Secured Notes on July 15, 2024.
Income tax expense
| Fiscal 2025 | Fiscal 2024 | ||||||||||||||||||||||
| (in thousands, except ratios) | Effective Tax Rate | Effective Tax Rate | |||||||||||||||||||||
| Income tax expense | $ | 205,777 | 28.5 | % | $ | 194,661 | 25.3 | % | |||||||||||||||
| Excluded items: | |||||||||||||||||||||||
Tax effect of pre-tax excluded items (1) | (9,692) | — | |||||||||||||||||||||
| Adjusted non-GAAP income tax expense | $ | 196,085 | 28.7 | $ | 194,661 | 25.3 | |||||||||||||||||
(1) The tax effect of pre-tax excluded items is the difference between the tax provision calculation on a GAAP basis and on an adjusted non-GAAP basis. Refer to “NON-GAAP FINANCIAL MEASURES” for details of pre-tax excluded items.
| Abercrombie & Fitch Co. | 37 | 2025 Form 10-K | ||||||
The change in the effective tax rate for Fiscal 2025, as compared to Fiscal 2024, is due to jurisdictional mix, a lower tax benefit on share-based compensation compared with the prior year.
During Fiscal 2025 and Fiscal 2024, the Company did not recognize income tax benefits on $74.9 million and $53.8 million, respectively, of pre-tax losses, primarily in Switzerland, resulting in adverse tax impacts of $11.9 million and $8.2 million, respectively. The primary driver relates to expense deleverage within the APAC and EMEA regions.
Refer to Note 12, “INCOME TAXES,” for further discussion on factors that impacted the effective tax rate in Fiscal 2025 and Fiscal 2024.
Net income attributable to A&F
| Fiscal 2025 | Fiscal 2024 | ||||||||||||||||||||||||||||
| (in thousands, except ratios) | % of Net Sales | % of Net Sales | BPS Change | ||||||||||||||||||||||||||
| Net income attributable to A&F | $ | 506,921 | 9.6 | % | $ | 566,223 | 11.4 | % | (180) | ||||||||||||||||||||
Excluded item, net of tax (1) | (28,882) | (0.5) | — | — | (50) | ||||||||||||||||||||||||
Adjusted non-GAAP net income attributable to A&F | $ | 478,039 | 9.1 | $ | 566,223 | 11.4 | (230) | ||||||||||||||||||||||
(1) Excludes items presented above under “Operating income,” and “Income tax expense.” Refer to “NON-GAAP FINANCIAL MEASURES,” for further details.
Net income per diluted share attributable to A&F
| Fiscal 2025 | Fiscal 2024 | $ Change | |||||||||||||||
Net income per diluted share attributable to A&F | $ | 10.46 | $ | 10.69 | $ | (0.23) | |||||||||||
Excluded item, net of tax (1)(2) | (0.60) | — | (0.60) | ||||||||||||||
Adjusted non-GAAP net income per diluted share attributable to A&F | $ | 9.86 | $ | 10.69 | $ | (0.83) | |||||||||||
| Impact from changes in foreign currency exchange rates | — | (0.09) | 0.09 | ||||||||||||||
Adjusted non-GAAP net income per diluted share attributable to A&F on a constant currency basis(2) | $ | 9.86 | $ | 10.60 | $ | (0.74) | |||||||||||
(1) Excludes items presented above under “Operating income,” and “Income tax expense.”
EBITDA and adjusted EBITDA
| Fiscal 2025 | Fiscal 2024 | ||||||||||||||||||||||||||||
| (in thousands, except ratios) | % of Net Sales | % of Net Sales | BPS Change | ||||||||||||||||||||||||||
| Net income | $ | 514,995 | 9.8 | % | $ | 574,016 | 11.6 | % | (180) | ||||||||||||||||||||
| Income tax expense | 205,777 | 3.9 | 194,661 | 3.9 | — | ||||||||||||||||||||||||
Interest (income) expense, net | (21,629) | (0.4) | (27,857) | (0.6) | 20 | ||||||||||||||||||||||||
| Depreciation and amortization | 155,021 | 2.9 | 153,773 | 3.2 | (30) | ||||||||||||||||||||||||
EBITDA (1) | $ | 854,164 | 16.2 | $ | 894,593 | 18.1 | (190) | ||||||||||||||||||||||
Excluded item: | |||||||||||||||||||||||||||||
Litigation Settlement (2) | (38,574) | (0.7) | — | — | (70) | ||||||||||||||||||||||||
Adjusted EBITDA (1) | $ | 815,590 | 15.5 | $ | 894,593 | 18.1 | (260) | ||||||||||||||||||||||
(1)EBITDA and Adjusted EBITDA are supplemental financial measures that are not defined or prepared in accordance with GAAP. EBITDA is defined as net income before interest, income taxes and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for excluded items.
| Abercrombie & Fitch Co. | 38 | 2025 Form 10-K | ||||||
LIQUIDITY AND CAPITAL RESOURCES
Overview
The Company’s capital allocation strategy and priorities are reviewed by the Board of Directors quarterly, considering both liquidity and valuation factors. The Company believes that it will have adequate liquidity to fund operating activities for the next twelve months. The Company monitors market conditions and may in the future determine whether and when to repurchase shares of its Common Stock. For a discussion of the Company’s share repurchase activity, please see below under “Share repurchases.”
Primary sources and uses of cash
The Company’s business has two principal selling seasons: Spring and Fall. The Company generally experiences its greatest sales activity during the Fall season, due to the back-to-school and holiday sales periods. The Company relies on excess operating cash flows, which are largely generated in Fall, to fund operations throughout the fiscal year and to reinvest in the business to support future growth. The Company also has the ABL Facility available as a source of additional funding, which is described further below under “Credit facility.”
Over the next twelve months, the Company expects its primary cash requirements to be directed towards prioritizing investments in the business and continuing to fund operating activities, including the acquisition of inventory, obligations related to compensation, marketing, data and technology, leases and any lease buyouts or modifications it may exercise, taxes, and other operating activities. In addition, management continuously evaluates potential opportunities to strategically deploy excess cash and/or deleverage the balance sheet, in consideration on various factors, such as market and business conditions, and the Company’s ability to accelerate investments in the business. Such opportunities may include, but are not limited to, share repurchases.
When evaluating opportunities for investments in the business, management considers alignment with initiatives that position the business for sustainable long-term growth and with the Company’s strategic pillars as described within “ITEM 1. BUSINESS - STRATEGY AND KEY BUSINESS PRIORITIES,” including being opportunistic regarding areas for growth. Examples of potential investment opportunities include, but are not limited to, new store experiences, and investments in the Company’s digital and omnichannel initiatives, and investments in supply chain and distribution capabilities. Historically, the Company has utilized free cash flow generated from operations to fund any discretionary capital expenditures, which have been prioritized towards new store experiences, as well as marketing, digital and omnichannel investments, and information technology. For Fiscal 2025, the Company invested $240.8 million towards capital expenditures, up from $182.9 million of capital expenditures in Fiscal 2024. Total capital expenditures for Fiscal 2026 are expected to be in the range of $200 to $225 million.
The Company measures liquidity using total cash and cash equivalents and incremental borrowing available under the ABL Facility. As of January 31, 2026, the Company had cash and cash equivalents of $759.5 million and total liquidity of approximately $1.2 billion, compared with cash and cash equivalents of $772.7 million and total liquidity of approximately $1.2 billion at February 1, 2025.
Share repurchases
In March 2025, the Company announced that the Board of Directors approved a $1.3 billion share repurchase program (the “2025 Authorization”), which replaced the prior share repurchase program of $500 million authorized by the Board of Directors in 2021. The 2025 Authorization does not have an expiration date and may be discontinued at any time. During Fiscal 2025, the Company repurchased approximately 5.4 million shares of its Common Stock for approximately $450 million. As of January 31, 2026, the Company had $850 million in share repurchases remaining under the 2025 Authorization.
Historically, the Company has repurchased shares of its Common Stock from time to time, which repurchases are dependent on excess liquidity, market conditions, and business conditions, with the objectives of returning excess cash to stockholders and offsetting dilution from issuances of Common Stock associated with the vesting of restricted stock units. Shares may be repurchased from time to time in the open market or in private transactions in such manner as may be deemed advisable from time to time (including, without limitation, pursuant to accelerated share repurchase programs, one or more 10b5-1 trading plans, or any other method deemed advisable) and may be discontinued at any time. The timing and amount of any such repurchases will be determined based on an evaluation of market conditions, the Company’s share price, legal requirements, and other factors. The Company is not obligated to repurchase any specific amount of shares of its Common Stock. Refer to “ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES” for additional information regarding the Company’s publicly announced share repurchase authorization programs.
| Abercrombie & Fitch Co. | 39 | 2025 Form 10-K | ||||||
Credit facility
On August 2, 2024, A&F, as parent and a guarantor, Abercrombie & Fitch Management Co., as lead borrower, and certain of A&F’s direct and indirect wholly-owned subsidiaries, as additional borrowers and guarantors, entered into the Second Amendment to the Amended and Restated Credit Agreement (as amended, the “ABL Credit Agreement”). The ABL Credit Agreement provides for a senior secured asset-based revolving credit facility of up to $500 million (the “ABL Facility”), which matures on August 2, 2029. The ABL Facility is subject to a borrowing base, consisting primarily of inventory located in the U.S., the United Kingdom, and the Netherlands, with a letter of credit sub-limit of $62.5 million, a swing line loan sub-limit of $30 million, and an accordion feature allowing A&F to increase the revolving commitment by up to $150 million subject to specified conditions.
The Company did not have any borrowings outstanding under the ABL Facility as of January 31, 2026 or as of February 1, 2025.
Details regarding the remaining borrowing capacity under the ABL Facility as of January 31, 2026 are as follows:
| (in thousands) | January 31, 2026 | ||||
| Loan cap | $ | 500,000 | |||
| Less: Outstanding stand-by letters of credit | (454) | ||||
| Borrowing capacity | 499,546 | ||||
Less: Minimum excess availability (1) | (50,000) | ||||
| Borrowing capacity available | $ | 449,546 | |||
(1) Under the ABL Facility, the Company must maintain excess availability equal to the greater of 10% of the loan cap or $36 million.
Income taxes
The Company’s earnings and profits from its foreign subsidiaries could be repatriated to the U.S. without incurring additional federal income tax. The Company determined that the balance of the Company’s undistributed earnings and profits from its foreign subsidiaries as of February 2, 2019, are considered indefinitely reinvested outside of the U.S., and if these funds were to be repatriated to the U.S., the Company would expect to incur an insignificant amount of state income taxes and foreign withholding taxes. The Company accrues for both state income taxes and foreign withholding taxes with respect to earnings and profits earned after February 2, 2019, in such a manner that these funds may be repatriated without incurring additional tax expense. As of January 31, 2026, $245.2 million of the Company’s $759.5 million of cash and equivalents were held by foreign affiliates.
Refer to Note 12, “INCOME TAXES,” for additional details regarding the impact certain events related to the Company’s income taxes had on the Company’s Consolidated Financial Statements.
Analysis of cash flows
The table below provides certain components of the Company’s Consolidated Statements of Cash Flows for Fiscal 2025 and Fiscal 2024:
| Fiscal 2025 | Fiscal 2024 | ||||||||||
| (in thousands) | |||||||||||
| Cash and equivalents, and restricted cash and equivalents, beginning of period | $ | 780,395 | $ | 909,685 | |||||||
| Net cash provided by operating activities | 619,142 | 710,376 | |||||||||
| Net cash used for investing activities | (150,774) | (297,703) | |||||||||
| Net cash used for financing activities | (495,387) | (534,877) | |||||||||
| Effects of foreign currency exchange rate changes on cash | 13,540 | (7,086) | |||||||||
| Net decrease in cash and equivalents, and restricted cash and equivalents | $ | (13,479) | $ | (129,290) | |||||||
| Cash and equivalents, and restricted cash and equivalents, end of period | $ | 766,916 | $ | 780,395 | |||||||
Operating activities - For Fiscal 2025, net cash provided by operating activities decreased by $91.2 million, primarily related to $174.4 million from the impact from changes in accounts payable and accrued expenses related to timing of merchandise and advertising payables and decreased incentive compensation payments. The decrease was partially offset by $84.8 million in lower inventory receipts compared to Fiscal 2024 and increased cash receipts as a result of the 6% year-over-year increase in net sales. During Fiscal 2024, net cash provided by operating activities included increased cash receipts as a result of the 16% increase in net sales.
| Abercrombie & Fitch Co. | 40 | 2025 Form 10-K | ||||||
Investing activities - For Fiscal 2025, net cash used for investing activities decreased by $146.9 million, primarily attributable to capital expenditures of $240.8 million, as well as purchases of $25 million of marketable securities, partially offset by maturities of $115 million of marketable securities. For Fiscal 2024, net cash used for investing activities was primarily attributable to capital expenditures of $182.9 million, as well as purchases of $139.6 million of marketable securities, partially offset by maturities of $24.8 million in marketable securities.
Financing activities - For Fiscal 2025, net cash used for financing activities decreased by $39.5 million, primarily related to the repurchase of approximately 5.4 million shares of Common Stock with a market value of approximately $450 million, and $36.7 million related to shares of Common Stock withheld (repurchased) to cover tax withholdings upon vesting of share-based compensation awards. For Fiscal 2024, net cash used for financing activities included the repurchase of approximately 1.6 million shares of Common Stock with a market value of approximately $229.8 million, the repurchase of $9.3 million in the open market and redemption of $214 million of outstanding 8.75% Senior Secured Notes, and $70.2 million related to shares of Common Stock withheld (repurchased) to cover tax withholdings upon vesting of share-based compensation awards.
Contractual Obligations
As of January 31, 2026, the Company’s contractual obligations were as follows:
| Payments due by period | ||||||||||||||||||||||||||||||||
| (in thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||||||||||||||
Operating lease obligations (1) | $ | 1,422,228 | $ | 312,271 | $ | 527,234 | $ | 301,971 | $ | 280,752 | ||||||||||||||||||||||
Purchase obligations (2) | 682,403 | 406,541 | 195,886 | 56,464 | 23,512 | |||||||||||||||||||||||||||
Other obligations (3) | 116,769 | 12,150 | 29,382 | 29,555 | 45,682 | |||||||||||||||||||||||||||
| Total | $ | 2,221,400 | $ | 730,962 | $ | 752,502 | $ | 387,990 | $ | 349,946 | ||||||||||||||||||||||
(1)Operating lease obligations consist of the Company’s future undiscounted operating lease payments. Operating lease obligations do not include variable payments related to both lease and nonlease components, such as contingent rent payments made by the Company based on performance, and payments related to taxes, insurance, and maintenance costs. Total variable lease cost was $192.2 million in Fiscal 2025. Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases,” and Note 9, “LEASES,” for further discussion.
(2)Purchase obligations primarily consist of non-cancelable purchase orders for merchandise to be delivered during Fiscal 2026 and commitments for fabric expected to be used during upcoming seasons. In addition, purchase obligations include agreements to purchase goods or services, including, but not limited to, information technology, digital and marketing contracts, as well as estimated obligations related to the Company’s 13-year, 100% renewable energy supply agreement for its global home office and Company-owned distribution centers.
(3)Other obligations consist of: estimated asset retirement obligations; known and scheduled payments related to the Company’s deferred compensation and supplemental retirement plans; and minimum contractual obligations related to leases signed but not yet commenced, primarily related to the Company’s stores. Refer to Note 9, “LEASES,” and Note 17, “SAVINGS AND RETIREMENT PLANS,” for further discussion.
Due to uncertainty as to the amounts and timing of future payments, tax related to uncertain tax positions, including accrued interest and penalties, of $5.2 million as of January 31, 2026, is excluded from the contractual obligations table. Deferred taxes are also excluded in the contractual obligations table. For further discussion, refer to Note 12, “INCOME TAXES.”
As of January 31, 2026, the Company had recorded $4.4 million and $47.0 million of obligations related to its deferred compensation and supplemental retirement plans in accrued expenses and other liabilities on the Consolidated Balance Sheet, respectively. Amounts payable with known payment dates of $18.0 million have been classified in the contractual obligations table based on those scheduled payment dates. However, it is not reasonably practicable to estimate the timing and amounts for the remainder of these obligations; therefore, those amounts have been excluded in the contractual obligations table.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company describes its significant accounting policies in Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent accounting pronouncements.” The Company reviews recent accounting pronouncements on a quarterly basis and has excluded discussion of those not applicable to the Company and those that did not have, or are not expected to have, a material impact on the Company’s consolidated financial statements.
| Abercrombie & Fitch Co. | 41 | 2025 Form 10-K | ||||||
CRITICAL ACCOUNTING ESTIMATES
The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts. Since actual results may differ from those estimates, the Company revises its estimates and assumptions as new information becomes available. Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. The estimates and assumptions discussed below include those that the Company believes are the most critical to the portrayal of the Company’s financial condition and results of operations.
| Policy | Effect if Actual Results Differ from Assumptions | |||||||
| Inventory Valuation | ||||||||
The Company reviews inventories on a quarterly basis. The Company reduces the inventory valuation when the carrying cost of specific inventory items on hand exceeds the amount expected to be realized from the ultimate sale or disposal of the goods, through a lower of cost and net realizable value (“LCNRV”) adjustment. The LCNRV adjustment reduces inventory to its net realizable value based on the Company’s consideration of multiple factors and assumptions, expected sell-off activity, composition and aging of inventory, historical recoverability experience and risk of obsolescence from changes in economic conditions or customer preferences. | The Company does not expect material changes to the underlying assumptions used to measure the LCNRV estimate as of January 31, 2026. However, actual results could vary from estimates and could significantly impact the ending inventory valuation at cost, as well as gross profit. An increase or decrease in the LCNRV adjustment of 10% would have affected pre-tax income by approximately $3.5 million for Fiscal 2025. | |||||||
| Income Tax Valuation Allowances | ||||||||
| The Company records deferred tax assets for deductible temporary differences and tax loss carryforwards. Management evaluates whether it is more likely than not that these deferred tax assets will be realized based on projected future taxable income, tax planning strategies, and reversal of temporary differences. All available evidence, both positive and negative, is considered to determine whether, based upon the weight of the evidence, it is more likely than not that some portion or all the deferred tax assets will not be realized. Greater weight is given to evidence that can be objectively verified such as current and cumulative financial reporting results. A valuation allowance is not required to the extent that, in the Company’s judgment, sufficient positive evidence exists to conclude that it is more likely than not that recorded deferred tax assets will be realized. This evaluation requires significant judgment, particularly regarding long term financial projections and the timing of reversals. Any such reversal of a valuation allowance is recorded as a tax benefit in the financial statements. These estimates are considered critical accounting estimates because they involve complex judgments about future events and could materially affect our results of operations. | Changes in the Company’s expectations about future taxable income — including those driven by global trade policy and international trade disputes, global economic and financial conditions, changes in consumer demand, supply chain disruptions, or tax law or other regulatory developments — may cause material adjustments to valuation allowances in future periods. Should the Company’s actual future taxable income by jurisdiction vary from estimates, it could result in increases or reversals of valuation allowances and impacts on our effective tax rate. As of the end of Fiscal 2025, the Company had recorded valuation allowances of $184.8 million, of which $178.2 million relates to Switzerland. | |||||||
| Long-lived Assets | ||||||||
| Long-lived assets, primarily operating lease right-of-use assets, leasehold improvements, furniture, fixtures and equipment, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset group might not be recoverable. These include, but are not limited to, material declines in operational performance, a history of losses, an expectation of future losses, adverse market conditions and store closure or relocation decisions. On at least a quarterly basis, the Company reviews for indicators of impairment at the individual store level, the lowest level for which cash flows are identifiable. Stores that display an indicator of impairment are subjected to an impairment assessment. The Company’s impairment assessment requires management to make assumptions and judgments related, but not limited, to management’s expectations for future operations and projected cash flows. The key assumption used in the Company’s undiscounted future store cash flow models is estimated sales growth rate. An impairment loss may be recognized when these undiscounted future cash flows are less than the carrying amount of the asset group. In the circumstance of impairment, any loss would be measured as the excess of the carrying amount of the asset group over its fair value. Fair value of the Company’s store-related assets is determined at the individual store level based on the highest and best use of the asset group. The key assumption used in the Company’s fair value analysis is comparable market rents. | A 10% change in cash flows estimated for impairment purposes would not result in a material amount of additional impairment charges. If actual results are not consistent with the estimates and assumptions used in assessing impairment or measuring impairment losses, there may be a material impact on the Company’s financial condition or results of operation. | |||||||
| Abercrombie & Fitch Co. | 42 | 2025 Form 10-K | ||||||
NON-GAAP FINANCIAL MEASURES
This Annual Report on Form 10-K includes discussion of certain financial measures on both a GAAP and a non-GAAP basis. The Company believes that each of the non-GAAP financial measures presented in this “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” is useful to investors as it provides a meaningful basis to evaluate the Company’s operating performance excluding the effect of certain items that the Company believes may not reflect its future operating outlook, thereby supplementing investors’ understanding of comparability of operations across periods. Management used these non-GAAP financial measures during the periods presented to assess the Company’s performance and to develop expectations for future operating performance. These non-GAAP financial measures should be used as a supplement to, and not as an alternative to, the Company’s GAAP financial results, and may not be calculated in the same manner as similar measures presented by other companies.
Comparable sales
The Company provides comparable sales, defined as the year-over-year percentage change in the aggregate of (1) net sales for stores that have been open as the same brand at least one year and square footage has not been expanded or reduced by more than 20% within the past year, with the prior fiscal year’s net sales converted at the current fiscal year’s foreign currency exchange rates to remove the impact of foreign currency exchange rate fluctuations, and (2) digital net sales with the prior fiscal year’s net sales converted at the current fiscal year’s foreign currency exchange rates to remove the impact of foreign currency exchange rate fluctuations. Comparable sales exclude revenue other than store and digital sales. Management uses comparable sales to understand the drivers of year-over-year changes in net sales and believes comparable sales can be a useful metric as it can assist investors in distinguishing the portion of the Company’s revenue attributable to existing locations from the portion attributable to the opening or closing of stores. The most directly comparable GAAP financial measure is change in net sales.
Excluded items
The following financial measures are disclosed on a GAAP basis and on an adjusted non-GAAP basis excluding the following items, as applicable:
Financial measures (1) | Excluded items | |||||||
| Selling expense | Settlement of claims to resolve payment card interchange fee litigation | |||||||
| General and administrative expense | Legal fees in connection with settlement of claims to resolve payment card interchange fee litigation | |||||||
| Operating income | Settlement, net of legal fees, of claims to resolve payment card interchange fee litigation | |||||||
Income tax expense (2) | Tax effect of pre-tax excluded item | |||||||
Net income and net income per share attributable to A&F (2) | Pre-tax excluded items and the tax effect of pre-tax excluded item | |||||||
(1) Certain of these financial measures are also expressed as a percentage of net sales.
(2) The tax effect of excluded items is the difference between the tax provision calculation on a GAAP basis and on an adjusted non-GAAP basis.
| Abercrombie & Fitch Co. | 43 | 2025 Form 10-K | ||||||
Financial information on a constant currency basis
The Company provides certain financial information on a constant currency basis to enhance investors’ understanding of underlying business trends and operating performance by removing the impact of foreign currency exchange rate fluctuations. Management also uses financial information on a constant currency basis to award employee performance-based compensation. The effect from foreign currency exchange rates, calculated on a constant currency basis, is determined by applying the current period’s foreign currency exchange rates to the prior fiscal year’s results and is net of the year-over-year impact from hedging. The per diluted share effect from foreign currency exchange rates is calculated using a 26% effective tax rate.
Reconciliations of non-GAAP financial metrics on a constant currency basis to financial measures calculated and presented in accordance with GAAP for Fiscal 2025 and Fiscal 2024 were as follows:
(in thousands, except change in net sales, operating margin and per share data) | |||||||||||||||||
| Net sales | Fiscal 2025 | Fiscal 2024 | % Change | ||||||||||||||
| GAAP | $ | 5,266,292 | $ | 4,948,587 | 6 | % | |||||||||||
| Impact from changes in foreign currency exchange rates | — | 33,163 | (1) | ||||||||||||||
| Net sales on a constant currency basis | $ | 5,266,292 | $ | 4,981,750 | 6 | ||||||||||||
| Operating income | Fiscal 2025 | Fiscal 2024 | BPS Change (1) | ||||||||||||||
| GAAP | $ | 699,143 | $ | 740,820 | (170) | ||||||||||||
Excluded items (2) | (38,574) | — | (80) | ||||||||||||||
| Adjusted non-GAAP | $ | 660,569 | $ | 740,820 | (250) | ||||||||||||
| Impact from changes in foreign currency exchange rates | — | (7,099) | 30 | ||||||||||||||
| Adjusted non-GAAP on a constant currency basis | $ | 660,569 | $ | 733,721 | (220) | ||||||||||||
| Net income per diluted share attributable to A&F | Fiscal 2025 | Fiscal 2024 | $ Change | ||||||||||||||
| GAAP | $ | 10.46 | $ | 10.69 | $ | (0.23) | |||||||||||
Excluded items, net of tax (2) | (0.60) | — | (0.60) | ||||||||||||||
| Adjusted non-GAAP | $ | 9.86 | $ | 10.69 | $ | (0.83) | |||||||||||
| Impact from changes in foreign currency exchange rates | — | (0.09) | 0.09 | ||||||||||||||
| Adjusted non-GAAP on a constant currency basis | $ | 9.86 | $ | 10.60 | $ | (0.74) | |||||||||||
(1) The estimated basis point change has been rounded based on the percentage of net sales change.
(2) Refer to “RESULTS OF OPERATIONS,” for details on excluded items. The tax effect of excluded items is calculated as the difference between the tax provision on a GAAP basis and an adjusted non-GAAP basis.
EBITDA and adjusted EBITDA
The Company provides EBITDA and adjusted EBITDA as supplemental measures used by the Company's executive management to assess the Company's performance. We also believe that these supplemental performance measures are meaningful information for investors and other interested parties to use in computing the Company's core financial performance over multiple periods and with other companies by excluding the impact of differences in tax jurisdictions, debt service levels and capital investment.
Reconciliations of non-GAAP EBITDA to net income, a financial measure calculated and presented in accordance with GAAP, and the adjustments made in calculating adjusted EBITDA for Fiscal 2025 and Fiscal 2024 were as follows:
| Fiscal 2025 | Fiscal 2024 | |||||||||||||||||||
| (in thousands, except ratios) | % of Net Sales | % of Net Sales | ||||||||||||||||||
| Net income | $ | 514,995 | 9.8 | % | $ | 574,016 | 11.6 | % | ||||||||||||
| Income tax expense | 205,777 | 3.9 | 194,661 | 3.9 | ||||||||||||||||
| Interest (income) expense, net | (21,629) | (0.4) | (27,857) | (0.6) | ||||||||||||||||
| Depreciation and amortization | 155,021 | 2.9 | 153,773 | 3.2 | ||||||||||||||||
EBITDA (1) | $ | 854,164 | 16.2 | $ | 894,593 | 18.1 | ||||||||||||||
| Adjustments to EBITDA | ||||||||||||||||||||
Litigation settlement (1) | (38,574) | (0.7) | — | — | ||||||||||||||||
Adjusted EBITDA (1) | $ | 815,590 | 15.5 | $ | 894,593 | 18.1 | ||||||||||||||
(1)EBITDA and adjusted EBITDA are supplemental financial measures that are not defined or prepared in accordance with GAAP. EBITDA is defined as net income before interest, income taxes and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for excluded items.
| Abercrombie & Fitch Co. | 44 | 2025 Form 10-K | ||||||
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
INVESTMENT SECURITIES
The Company maintains its cash equivalents in financial instruments, primarily time deposits and money market funds, with original maturities of three months or less. The Company is also invested in short-term marketable securities with maturities less than twelve months. Due to the short-term nature of these instruments, changes in interest rates are not expected to materially affect the fair value of these financial instruments.
Refer to Note 2 “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” and Note 6, “INVESTMENTS,” of the Notes to Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K for a discussion of the Company’s Rabbi Trust assets.
INTEREST RATE RISK
On July 15, 2024, the Company redeemed all of its outstanding 8.75% Senior Secured Notes, thereby eliminating that interest rate risk. This analysis for Fiscal 2026 may differ from the actual results due to potential changes in gross borrowings outstanding under the ABL Facility and potential changes in interest rate terms and limitations described within the ABL Credit Agreement.
FOREIGN CURRENCY EXCHANGE RATE RISK
A&F’s international subsidiaries generally operate with functional currencies other than the U.S. Dollar. Since the Company’s Consolidated Financial Statements are presented in U.S. dollars, the Company must translate all components of these financial statements from functional currencies into U.S. dollars at exchange rates in effect during or at the end of the reporting period. The fluctuation in the value of the U.S. dollar against other currencies affects the reported amounts of revenues, expenses, assets and liabilities. The potential impact of foreign currency exchange rate fluctuations increases as international operations relative to domestic operations increase.
A&F and its subsidiaries have exposure to changes in foreign currency exchange rates associated with foreign currency transactions and forecasted foreign currency transactions, including the purchase of inventory between subsidiaries and foreign-currency-denominated assets and liabilities. The Company has established a program that primarily utilizes foreign currency exchange forward contracts to partially offset the risks associated with the effects of certain foreign currency transactions and forecasted transactions. Under this program, increases or decreases in foreign currency exchange rate exposures are partially offset by gains or losses on foreign currency exchange forward contracts, to mitigate the impact of foreign currency exchange gains or losses. The Company does not use forward contracts to engage in currency speculation. Outstanding foreign currency exchange forward contracts are recorded at fair value at the end of each fiscal period.
Foreign currency exchange forward contracts are sensitive to changes in foreign currency exchange rates. The Company assessed the risk of loss in fair values from the effect of a hypothetical 10% devaluation of the U.S. dollar against the exchange rates for foreign currencies under forward contracts. Such a hypothetical devaluation would decrease derivative instrument fair values by approximately $13.9 million. As the Company’s foreign currency exchange forward contracts are primarily designated as cash flow hedges of forecasted transactions, the hypothetical change in fair values would be expected to be largely offset by the net change in fair values of the underlying hedged items. Refer to Note 15, “DERIVATIVE INSTRUMENTS,” included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K for the fair value of outstanding foreign currency exchange forward contracts included in other current assets and accrued expenses as of January 31, 2026 and February 1, 2025.
For a detailed discussion of material risk factors that have the potential to cause our actual results to differ materially from our expectations, refer to “ITEM 1A. RISK FACTORS,” included in this Annual Report on Form 10-K.
| Abercrombie & Fitch Co. | 45 | 2025 Form 10-K | ||||||
Item 8. Financial Statements and Supplementary Data
Abercrombie & Fitch Co.
Consolidated Statements of Operations and Comprehensive Income
(Thousands, except per share amounts)
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||||||||||||
| Net sales | $ | $ | $ | |||||||||||||||||||||||
| Cost of sales, exclusive of depreciation and amortization | ||||||||||||||||||||||||||
Selling expense | ||||||||||||||||||||||||||
General and administrative expense | ||||||||||||||||||||||||||
| Other operating loss (income), net | ( | ( | ||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
Interest expense | ||||||||||||||||||||||||||
Interest income | ( | ( | ( | |||||||||||||||||||||||
| Interest (income) expense, net | ( | ( | ||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | ||||||||||||||||||||||||||
| Net income attributable to A&F | $ | $ | $ | |||||||||||||||||||||||
| Net income per share attributable to A&F | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | |||||||||||||||||||||||
| Diluted | $ | $ | $ | |||||||||||||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||||||||
| Foreign currency translation, net of tax | $ | $ | ( | $ | ( | |||||||||||||||||||||
Derivative financial instruments, net of tax | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | |||||||||||||||||||||||||
| Comprehensive income | ||||||||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | ||||||||||||||||||||||||||
| Comprehensive income attributable to A&F | $ | $ | $ | |||||||||||||||||||||||
The accompanying Notes are an integral part of these Consolidated Financial Statements.
| Abercrombie & Fitch Co. | 46 | 2025 Form 10-K | ||||||
Abercrombie & Fitch Co.
Consolidated Balance Sheets
(Thousands, except par value amounts)
| January 31, 2026 | February 1, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
Marketable securities | |||||||||||
| Receivables | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Short-term portion of operating lease liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities: | |||||||||||
| Long-term portion of operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total long-term liabilities | |||||||||||
| Stockholders’ equity | |||||||||||
Class A Common Stock - $ | |||||||||||
| Paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss, net of tax (“AOCL”) | ( | ( | |||||||||
Treasury stock, at average cost: | ( | ( | |||||||||
Total Abercrombie & Fitch Co. stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying Notes are an integral part of these Consolidated Financial Statements.
| Abercrombie & Fitch Co. | 47 | 2025 Form 10-K | ||||||
Abercrombie & Fitch Co.
Consolidated Statements of Stockholders’ Equity
(Thousands, except per share amounts)
| Common Stock | Paid-in capital | Non-controlling interests | Retained earnings | AOCL | Treasury stock | Total stockholders’ equity | |||||||||||||||||||||||
| Shares outstanding | Par value | Shares | At average cost | ||||||||||||||||||||||||||
| Balance, January 28, 2023 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||
| Share-based compensation issuances and exercises | — | ( | — | ( | — | ( | ( | ||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||
| Derivative financial instruments, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||
Distribution to noncontrolling interests, net | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||
| Balance, February 3, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||
Purchase of common stock (1) | ( | — | — | — | — | — | ( | ( | |||||||||||||||||||||
| Share-based compensation issuances and exercises | — | ( | — | ( | — | ( | ( | ( | |||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||
| Derivative financial instruments, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||
Distribution to noncontrolling interests, net | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||
| Balance, February 1, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||
Purchase of common stock (1) | ( | — | — | — | — | — | ( | ( | |||||||||||||||||||||
| Share-based compensation issuances and exercises | — | ( | — | ( | — | ( | ( | ||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||
| Derivative financial instruments, net of tax | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||
Distribution to noncontrolling interests, net | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||
| Balance, January 31, 2026 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||
(1)Includes commissions and excise tax on share repurchases | |||||||||||||||||||||||||||||
The accompanying Notes are an integral part of these Consolidated Financial Statements.
| Abercrombie & Fitch Co. | 48 | 2025 Form 10-K | ||||||
Abercrombie & Fitch Co.
Consolidated Statements of Cash Flows
(Thousands)
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||||||||||||||
| Operating activities | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Amortization of capitalized cloud computing arrangement implementation costs | |||||||||||||||||
| Asset impairment | |||||||||||||||||
| Loss on disposal | |||||||||||||||||
| Provision (benefit) for deferred income taxes | ( | ( | |||||||||||||||
| Share-based compensation | |||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||
| Changes in assets and liabilities | |||||||||||||||||
| Inventories | ( | ( | |||||||||||||||
| Accounts payable and accrued expenses | ( | ||||||||||||||||
| Operating lease right-of use assets and liabilities | ( | ( | |||||||||||||||
| Income taxes | ( | ( | |||||||||||||||
| Other assets | ( | ( | |||||||||||||||
| Other liabilities | ( | ( | ( | ||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Investing activities | |||||||||||||||||
Purchases of marketable securities | ( | ( | |||||||||||||||
Proceeds from maturities of marketable securities | |||||||||||||||||
| Purchases of property and equipment | ( | ( | ( | ||||||||||||||
| Proceeds from the sale of property and equipment | |||||||||||||||||
| Net cash used for investing activities | ( | ( | ( | ||||||||||||||
| Financing activities | |||||||||||||||||
Repayment/redemption of senior secured notes | ( | ( | |||||||||||||||
| Purchases of common stock | ( | ( | |||||||||||||||
Acquisition of Common stock for tax withholding obligations | ( | ( | ( | ||||||||||||||
| Other financing activities | ( | ( | ( | ||||||||||||||
| Net cash used for financing activities | ( | ( | ( | ||||||||||||||
| Effect of foreign currency exchange rates on cash | ( | ( | |||||||||||||||
| Net (decrease) increase in cash and equivalents, and restricted cash and equivalents | ( | ( | |||||||||||||||
| Cash and equivalents, and restricted cash and equivalents, beginning of period | |||||||||||||||||
| Cash and equivalents, and restricted cash and equivalents, end of period | $ | $ | $ | ||||||||||||||
| Supplemental information related to non-cash activities | |||||||||||||||||
Purchases of property and equipment accrued in accounts payable | $ | $ | $ | ||||||||||||||
Excise tax liability accrued on share repurchases | |||||||||||||||||
| Operating lease right-of-use assets additions, net of terminations, impairments and other reductions | |||||||||||||||||
| Supplemental information related to cash activities | |||||||||||||||||
| Cash paid for interest | |||||||||||||||||
| Cash paid for income taxes | |||||||||||||||||
| Cash paid for excise tax on share repurchases | |||||||||||||||||
| Cash received from income tax refunds | |||||||||||||||||
Cash paid for amounts included in measurement of operating lease liabilities, net of abatements | |||||||||||||||||
The accompanying Notes are an integral part of these Consolidated Financial Statements.
| Abercrombie & Fitch Co. | 49 | 2025 Form 10-K | ||||||
Index for Notes to Consolidated Financial Statements
| Page No. | ||||||||
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| Abercrombie & Fitch Co. | 50 | 2025 Form 10-K | ||||||
Abercrombie & Fitch Co.
Notes to Consolidated Financial Statements
1. NATURE OF BUSINESS
Abercrombie & Fitch Co. (“A&F”), a company incorporated in Delaware in 1996, through its subsidiaries (collectively, A&F and its subsidiaries are referred to as the “Company”), is a global, digitally-led, omnichannel retailer. The Company offers a broad assortment of apparel, personal care products and accessories for men, women and kids, which are sold primarily through its Company-owned stores and digital channels, as well as through various third-party arrangements.
The Company manages its business on a geographic basis, consisting of three reportable segments: Americas; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”). Corporate functions and other income and expenses are evaluated on a consolidated basis and are not allocated to the Company’s segments and therefore are included as a reconciling item between segment and total operating income.
The Company’s brand families include Abercrombie brands and Hollister brands. These brands share a commitment to offering unique products of enduring quality and exceptional comfort that allow customers around the world to express their own individuality and style.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The accompanying Consolidated Financial Statements include historical financial statements of, and transactions applicable to, the Company and reflect its financial position, results of operations and cash flows.
The Company has interests in Emirati and Kuwaiti business ventures with Majid al Futtaim Lifestyle L.L.C. (“MAF”), each of which meets the definition of a variable interest entity (“VIE”). The purpose of the business ventures with MAF is to operate stores in the United Arab Emirates and Kuwait. The Company is deemed to be the primary beneficiary of these VIEs; therefore, the Company has consolidated the operating results, assets and liabilities of these VIEs, with the noncontrolling interests’ (“NCI”) portions of net income presented as net income attributable to NCI on the Consolidated Statements of Operations and Comprehensive Income and the NCI portion of stockholders’ equity presented as NCI on the Consolidated Balance Sheets.
Fiscal year
The Company’s fiscal year ends on the Saturday closest to January 31. This typically results in a fifty-two week year, but occasionally gives rise to an additional week, resulting in a fifty-three week year, as was the case in Fiscal 2023. Fiscal years are designated in the Consolidated Financial Statements and notes by the calendar year in which the fiscal year commences. All references herein to the Company’s fiscal years are as follows:
| Fiscal year | Year ended/ ending | Number of weeks | ||||||||||||
| Fiscal 2022 | January 28, 2023 | 52 | ||||||||||||
| Fiscal 2023 | February 3, 2024 | 53 | ||||||||||||
| Fiscal 2024 | February 1, 2025 | 52 | ||||||||||||
| Fiscal 2025 | January 31, 2026 | 52 | ||||||||||||
| Fiscal 2026 | January 30, 2027 | 52 | ||||||||||||
Use of estimates
The preparation of financial statements, in conformity with U.S. generally accepted accounting principles (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Due to the inherent uncertainty involved with estimates, actual results may differ. Additionally, these estimates and assumptions may change as a result of the impact of global economic conditions such as the uncertainty regarding a slowing economy, volatile interest rates, continued inflation, fluctuation in foreign exchange rates, and geopolitical concerns, all of which could result in material impacts to the Company’s consolidated financial statements in future reporting periods.
| Abercrombie & Fitch Co. | 51 | 2025 Form 10-K | ||||||
Cash and equivalents
A summary of cash and equivalents on the Consolidated Balance Sheets follows:
| (in thousands) | January 31, 2026 | February 1, 2025 | |||||||||
Cash (1) | $ | $ | |||||||||
Cash equivalents: (2) | |||||||||||
| Time deposits | |||||||||||
| Money market funds | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
(1) Primarily consists of amounts on deposit with financial institutions.
(2) Investments with original maturities of less than three months.
Consolidated Statements of Cash Flows reconciliation
The following table provides a reconciliation of cash and equivalents and restricted cash and equivalents to the amounts shown on the Consolidated Statements of Cash Flows:
| (in thousands) | Location | January 31, 2026 | February 1, 2025 | February 3, 2024 | |||||||||||||||||||
| Cash and equivalents | Cash and equivalents | $ | $ | $ | |||||||||||||||||||
Restricted cash and equivalents (1) | Other assets | ||||||||||||||||||||||
| Cash and equivalents and restricted cash and equivalents | $ | $ | $ | ||||||||||||||||||||
(1) Restricted cash and equivalents primarily consist of amounts on deposit with banks that are used as collateral for customary non-debt banking commitments and deposits into trust accounts to conform to standard insurance security requirements.
Marketable securities
Marketable securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and recorded at amortized cost. Marketable securities consist of short-term investments of time deposits with original maturities greater than three months and with maturities within one year as of balance sheet date. Interest income is recognized when earned. Cash inflows and outflows related to the sale and purchase of marketable securities are classified as investing activities on the Consolidated Statements of Cash Flows.
Receivables
Receivables on the Consolidated Balance Sheets primarily include credit card receivables, lessor construction allowance and lease incentive receivables, value added tax (“VAT”) receivables and trade receivables or refunds.
As part of the normal course of business, the Company has approximately three to four days of proceeds from sales transactions outstanding with its third-party credit card vendors at any point. The Company classifies these outstanding balances as credit card receivables. Lessor construction allowances are recorded for certain store lease agreements for improvements completed by the Company. VAT receivables are payments the Company has made on purchases of goods that will be recovered as those goods are sold. Trade receivables are amounts billed by the Company to wholesale, franchise and licensing partners in the ordinary course of business. Income tax receivables represent refunds of certain tax payments along with net operating loss and credit carryback claims for which the Company expects to receive refunds within the next 12 months.
Inventories
Inventories on the Consolidated Balance Sheets are valued at the lower of cost and net realizable value on a weighted-average cost basis. The Company reduces the carrying value of inventory through a lower of cost and net realizable value adjustment, the impact of which is reflected in cost of sales, exclusive of depreciation and amortization, on the Consolidated Statements of Operations and Comprehensive Income. The lower of cost and net realizable value adjustment is based on the Company’s consideration of multiple factors and assumptions including demand forecasts, current sales volumes, expected sell-off activity, composition and aging of inventory, historical recoverability experience and risk of obsolescence from changes in economic conditions or customer preferences.
Additionally, as part of inventory valuation, inventory shrinkage estimates based on historical trends from actual physical inventories are made each quarter that reduce the inventory value for lost or stolen items. The Company performs physical inventories on a periodic basis and adjusts the gross inventory balance and shrink estimate accordingly.
The Company’s global sourcing of merchandise is generally negotiated, contracted, and settled in U.S. Dollars.
| Abercrombie & Fitch Co. | 52 | 2025 Form 10-K | ||||||
Other current assets
Other current assets on the Consolidated Balance Sheets consist of: prepaid expenses including those related to rent, information technology maintenance and taxes; current store supplies; derivative contracts and other.
Property and equipment, net
Depreciation of property and equipment is computed for financial reporting purposes on a straight-line basis using the following service lives:
| Category of property and equipment | Service lives | |||||||
| Information technology | ||||||||
| Furniture, fixtures and equipment | ||||||||
| Leasehold improvements | ||||||||
| Other property and equipment | ||||||||
| Buildings | ||||||||
Leasehold improvements are amortized over either their respective lease terms or their service lives, whichever is shorter. The cost of assets sold or retired and the related accumulated depreciation are removed from the accounts with any resulting gain or loss included in net income on the Consolidated Statements of Operations and Comprehensive Income. Maintenance and repairs are charged to expense as incurred. Major remodels and improvements that extend the service lives of the related assets are capitalized.
The Company capitalizes certain direct costs associated with the development and purchase of internal-use software within property and equipment and other assets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the software, generally not exceeding seven years.
Leases
The Company determines if an arrangement is an operating lease at inception. For new operating leases, the Company recognizes an asset for the right to use a leased asset and a liability based on the present value of remaining lease payments over the lease term on the lease commencement date. The commencement date for new leases is when the lessor makes the leased asset available for use by the Company, typically the possession date.
As the rates implicit in the Company’s leases are not readily determinable, the Company uses its incremental borrowing rate, based on the local economic environment and the duration of the lease term, for the initial measurement of the operating lease right-of-use asset and liability.
The measurement of operating lease right-of-use assets and liabilities includes amounts related to:
•Lease payments made prior to the lease commencement date;
•Incentives from landlords received by the Company for signing a lease, including construction allowances or deferred lease credits paid to the Company by landlords towards construction and tenant improvement costs, which are presented as a reduction to the right-of-use asset recorded;
•Fixed payments related to operating lease components, such as rent escalation payments scheduled at the lease commencement date;
•Fixed payments related to nonlease components, such as taxes, insurance, and maintenance costs; and
•Unamortized initial direct costs incurred in conjunction with securing a lease, including key money, which are amounts paid directly to a landlord in exchange for securing the lease, and leasehold acquisition costs, which are amounts paid to parties other than the landlord, such as an existing tenant, to secure the desired lease.
The measurement of operating lease right-of-use assets and liabilities excludes amounts related to:
•Costs expected to be incurred to return a leased asset to its original condition, also referred to as asset retirement obligations, which are classified within other liabilities on the Consolidated Balance Sheets;
•Variable payments related to operating lease components, such as contingent rent payments made by the Company based on performance, the expense of which is recognized in the period incurred on the Consolidated Statements of Operations and Comprehensive Income;
•Variable payments related to nonlease components, such as taxes, insurance, and maintenance costs, the expense of which is recognized in the period incurred in the Consolidated Statements of Operations and Comprehensive Income; and
•Leases not related to Company-operated retail stores with an initial term of 12 months or less, the expense of which is recognized in the period incurred in the Consolidated Statements of Operations and Comprehensive Income.
| Abercrombie & Fitch Co. | 53 | 2025 Form 10-K | ||||||
Certain of the Company’s operating leases include options to extend the lease or to terminate the lease. The Company assesses these operating leases and, depending on the facts and circumstances, may or may not include these options in the measurement of the Company’s operating lease right-of-use assets and liabilities. Generally, the Company’s options to extend its operating leases are at the Company’s sole discretion and at the time of lease commencement are not reasonably certain of being exercised. There may be instances in which a lease is being renewed on a month-to-month basis and, in these instances, the Company will recognize lease expense in the period incurred in the Consolidated Statements of Operations and Comprehensive Income until a new agreement has been executed. Upon the signing of the renewal agreement, the Company recognizes an asset for the right to use the leased asset and a liability based on the present value of remaining lease payments over the lease term.
Amortization and interest expense related to operating lease right-of-use assets and liabilities are generally calculated on a straight-line basis over the lease term. Amortization and interest expense related to previously impaired operating lease right-of-use assets are calculated on a front-loaded pattern. Depending on the nature of the operating lease, amortization and interest expense are primarily recorded within selling expense, or general and administrative expense, on the Consolidated Statements of Operations and Comprehensive Income.
The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. In addition, the Company does not have any sublease arrangements with any related party.
Long-lived asset impairment
For the purposes of asset impairment, the Company’s long-lived assets, primarily operating lease right-of-use assets, leasehold improvements, furniture, fixtures and equipment, are grouped with other assets and liabilities at the store level, which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. On at least a quarterly basis, management reviews the Company’s asset groups for indicators of impairment, which include, but are not limited to, material declines in operational performance, a history of losses, an expectation of future losses, adverse market conditions, store closure or relocation decisions, and any other events or changes in circumstances that would indicate the carrying amount of an asset group might not be recoverable.
If an asset group displays an indicator of impairment, it is tested for recoverability by comparing the sum of the estimated future undiscounted cash flows attributable to the asset group to the carrying amount of the asset group. This recoverability test requires management to make assumptions and judgments related, but not limited, to management’s expectations for future cash flows from operating the store. The key assumption used in developing these projected cash flows used in the recoverability test is estimated sales growth rate.
If the sum of the estimated future undiscounted cash flows attributable to an asset group is less than its carrying amount, and it is determined that the carrying amount of the asset group is not recoverable, management determines if there is an impairment loss by comparing the carrying amount of the asset group to its fair value. Fair value of an asset group measured on a non-recurring basis is based on the highest and best use of the asset group, often using a discounted cash flow model that utilizes Level 3 fair value inputs. The key assumption used in the Company’s fair value analysis is comparable market rents. An impairment loss is recognized based on the excess of the carrying amount of the asset group over its fair value.
Other assets
Other assets on the Consolidated Balance Sheets consist primarily of the Company’s trust-owned life insurance policies held in the irrevocable rabbi trust (the “Rabbi Trust”), deferred tax assets, long-term deposits, intellectual property, long-term restricted cash and equivalents, long-term supplies, certain costs incurred to develop internal-use computer software during the application development stage and various other assets.
The Rabbi Trust includes amounts, restricted in their use, to meet funding obligations to participants in the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan I, the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan II and the Supplemental Executive Retirement Plan. The Rabbi Trust assets are included in other assets on the Consolidated Balance Sheets. The change in cash surrender value of the life insurance policies in the Rabbi Trust is recorded in interest expense, net on the Consolidated Statements of Operations and Comprehensive Income.
The Company defers costs incurred with the implementation of a cloud computing arrangement (“CCA”) that is a service contract. The deferred implementation costs of cloud computing arrangements are amortized on a straight-line basis over the term of the cloud computing arrangement, generally ranging from 1 to 5 years, in general and administrative expenses on Consolidated Statements of Operations and Comprehensive Income. The eligible implementation costs incurred of a cloud
| Abercrombie & Fitch Co. | 54 | 2025 Form 10-K | ||||||
Intellectual property
Intellectual property primarily includes trademark assets associated with the Company’s international operations, consisting of finite-lived and indefinite-lived intangible assets. The Company’s finite-lived intangible assets are amortized over a useful life of 10 to 20 years.
Supply Chain Finance Program
Under the supply chain finance (“SCF”) program, which is administered by a third party, the Company’s vendors, at their sole discretion, are given the opportunity to sell receivables from the Company to a participating financial institution at a discount that leverages the Company’s credit profile. The commercial terms negotiated by the Company with its vendors are consistent, irrespective of whether a vendor participates in the SCF program. A participating vendor has the option to be paid by the financial institution earlier than the original invoice due date. The Company’s responsibility is limited to making payment on the terms originally negotiated by the Company with each vendor, regardless of whether the vendor sells its receivable to a financial institution. If a vendor chooses to participate in the SCF program, the Company pays the financial institution the stated amount of confirmed merchandise invoices on the stated maturity date, which is typically 60 days from the invoice date. The agreement with the financial institution does not require the Company to provide assets pledged as security or other forms of guarantees for the SCF program.
As of January 31, 2026 and February 1, 2025, $75.3 million and $88.4 million of SCF program liabilities were recorded in in the Consolidated Balance Sheets, respectively, and reflected as a cash flow from operating activities in the Consolidated Statements of Cash Flows when settled.
The following table provides activity in the SCF program for Fiscal 2025:
| (in thousands) | Fiscal 2025 | |||||||||||||
| Confirmed obligations outstanding at the beginning of the period | $ | |||||||||||||
| Invoices confirmed during the period | ||||||||||||||
| Confirmed invoices paid during the period | ( | |||||||||||||
| Confirmed obligations outstanding at the end of the period | $ | |||||||||||||
Income taxes
Income taxes are calculated using the asset and liability method. Deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using current enacted tax rates in effect for the years in which those temporary differences are expected to reverse. Inherent in the determination of the Company’s income tax liability and related deferred income tax balances are certain judgments and interpretations of enacted tax law and published guidance with respect to applicability to the Company’s operations. The Company is subject to audit by taxing authorities, usually several years after tax returns have been filed, and the taxing authorities may have differing interpretations of tax laws. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company records tax expense or benefit that does not relate to ordinary income in the current fiscal year discretely in the period in which it occurs. Examples of such types of discrete items include, but are not limited to: changes in estimates of the outcome of tax matters related to prior years, assessments of valuation allowances, return-to-provision adjustments, tax-exempt income, the settlement of tax audits and changes in tax legislation and/or regulations.
Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The amount recognized is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. The Company’s effective tax rate includes the impact of reserve provisions and changes to reserves on uncertain tax positions that are not more likely than not to be sustained upon examination as well as related interest and penalties.
| Abercrombie & Fitch Co. | 55 | 2025 Form 10-K | ||||||
A number of years may elapse before a particular matter, for which the Company has established a reserve, is audited and finally resolved. The number of years with open tax audits varies depending on the tax jurisdiction. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes that its reserves reflect the probable outcome of known tax contingencies. Unfavorable settlement of any particular issue may require use of the Company’s cash. Favorable resolution would be recognized as a reduction to the Company’s effective tax rate in the period of resolution.
The Company recognizes accrued interest and penalties related to uncertain tax positions as a component of income tax expense on the Consolidated Statements of Operations and Comprehensive Income.
Foreign currency translation and transactions
The functional currencies of the Company’s foreign subsidiaries are generally the currencies of the environments in which each subsidiary primarily generates and expends cash, which is often the local currency of the country in which each subsidiary operates. The financial statements of the Company’s foreign subsidiaries with functional currencies other than the U.S. Dollar are translated into U.S. Dollars (the Company’s reporting currency) as follows: assets and liabilities are translated at the exchange rate prevailing at the balance sheet date, equity accounts are translated at historical exchange rates, and revenues and expenses are translated at the monthly average exchange rate for the period.
Foreign currency transactions, which are transactions denominated in a currency other than the entity’s functional currency, are initially measured in the functional currency of the recording entity using the exchange rate in effect at that date. Subsequently, assets and liabilities associated with foreign currency transactions are remeasured into the entity’s functional currency using historical exchange rates when remeasuring nonmonetary assets and liabilities and current exchange rates when remeasuring monetary assets and liabilities.
Gains and losses resulting from the remeasurement of monetary assets and liabilities are included in other operating income, net, whereas translation adjustments and gains and losses associated with measuring inter-company loans of a long-term investment nature are reported as an element of other comprehensive income (loss) (“OCI”).
Derivative instruments
The Company is exposed to risks associated with changes in foreign currency exchange rates and uses derivative instruments, primarily forward contracts, to manage the financial impacts of these exposures. The Company does not use forward contracts to engage in currency speculation and does not enter into derivative financial instruments for trading purposes.
In order to qualify for hedge accounting treatment, a derivative instrument must be considered highly effective at offsetting changes in either the hedged item’s cash flows or fair value. Additionally, the hedge relationship must be documented to include the risk management objective and strategy, the hedging instrument, the hedged item, the risk exposure, and how hedge effectiveness will be assessed prospectively and retrospectively. The extent to which a hedging instrument has been, and is expected to continue to be, effective at offsetting changes in fair value or cash flows is assessed and documented at least quarterly. If the underlying hedged item is no longer probable of occurring, hedge accounting is discontinued.
For derivative instruments that either do not qualify for hedge accounting or are not designated as hedges, all changes in the fair value of the derivative instrument are recognized in earnings. For qualifying cash flow hedges, the change in the fair value of the derivative instrument is recorded as a component of OCI and recognized in earnings when the hedged cash flows affect earnings. If the cash flow hedge relationship is terminated, the derivative instrument gains or losses that are deferred in OCI will be recognized in earnings when the hedged cash flows occur. However, for cash flow hedges that are terminated because the forecasted transaction is not expected to occur in the original specified time period, or a two-month period thereafter, the derivative instrument gains or losses are immediately recognized in earnings.
The Company uses derivative instruments, primarily forward contracts designated as cash flow hedges, to hedge the foreign currency exchange rate exposure associated with forecasted foreign-currency-denominated intercompany inventory transactions with foreign subsidiaries before inventory is sold to third parties. Fluctuations in exchange rates will either increase or decrease the Company’s intercompany equivalent cash flows and affect the Company’s U.S. Dollar earnings. Gains or losses on the foreign currency exchange forward contracts that are used to hedge these exposures are expected to partially offset this variability. Foreign currency exchange forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed upon settlement date. These forward contracts typically have a maximum term of twelve months. The conversion of the inventory to cost of sales, exclusive of depreciation and amortization, will result in the reclassification of related derivative gains and losses that are reported in AOCL on the Consolidated Balance Sheets into earnings.
| Abercrombie & Fitch Co. | 56 | 2025 Form 10-K | ||||||
The Company also uses foreign currency exchange forward contracts to hedge certain foreign-currency-denominated net monetary assets and liabilities, such as cash balances, receivables and payables. Fluctuations in foreign currency exchange rates result in transaction gains and losses being recorded in earnings as monetary assets and liabilities are remeasured at the spot exchange rate at the Company’s fiscal month-end or upon settlement. The Company has chosen not to apply hedge accounting to these foreign currency exchange forward contracts because there are no differences in the timing of gain or loss recognition on the hedging instruments and the hedged items.
The Company presents its derivative assets and derivative liabilities at their gross fair values within other current assets and accrued liabilities, respectively, on the Consolidated Balance Sheets. However, the Company’s derivative instruments allow net settlements under certain conditions.
Stockholders’ equity
A summary of the Company’s Class A Common Stock, $0.01 par value, and Class B Common Stock, $0.01 par value, follows:
| (in thousands) | January 31, 2026 | February 1, 2025 | |||||||||
| Class A Common Stock | |||||||||||
| Shares authorized | |||||||||||
| Shares issued | |||||||||||
| Shares outstanding | |||||||||||
Class B Common Stock (1) | |||||||||||
| Shares authorized | |||||||||||
Holders of Class A Common Stock generally have identical rights to holders of Class B Common Stock, except holders of Class A Common Stock are entitled to one vote per share while holders of Class B Common Stock are entitled to three votes per share on all matters submitted to a vote of stockholders.
Revenue recognition
The Company recognizes revenue from product sales when control of the good is transferred to the customer, generally upon pick up at, or shipment from, a Company location.
Revenue is recorded net of estimated returns, associate discounts, promotions and other similar customer incentives. The Company estimates reserves for sales returns based on historical experience among other factors. The sales return reserve is classified in accrued expenses with a corresponding asset related to the projected returned merchandise recorded in inventory on the Consolidated Balance Sheets.
The Company accounts for gift cards sold to customers by recognizing an unearned revenue liability at the time of sale, which is recognized as net sales when redeemed by the customer or when the Company has determined the likelihood of redemption to be remote, referred to as gift card breakage. Gift card breakage is recognized proportionally with gift card redemptions in net sales. Gift cards sold to customers do not expire or lose value over periods of inactivity and the Company is not required by law to escheat the value of unredeemed gift cards to the jurisdictions in which it operates.
The Company also maintains loyalty programs, which primarily provide customers with the opportunity to earn points toward future merchandise discount rewards with qualifying purchases. The Company accounts for expected future reward redemptions by recognizing an unearned revenue liability as customers accumulate points, which remains until revenue is recognized at the earlier of redemption or expiration.
Unearned revenue liabilities related to the Company’s gift card program and loyalty programs are classified in accrued expenses on the Consolidated Balance Sheets and are typically recognized as revenue within a 12-month period.
For additional details on the Company’s unearned revenue liabilities related to the Company’s gift card and loyalty programs, refer to Note 4, “REVENUE RECOGNITION.”
The Company also recognizes revenue under wholesale arrangements when control passes to the wholesale partner, which is generally upon shipment. Revenue from the Company’s franchise and license arrangements, primarily royalties earned upon the sale of merchandise, is generally recognized at the time merchandise is sold to the franchisees’ retail customers or to the licensees’ wholesale customers.
| Abercrombie & Fitch Co. | 57 | 2025 Form 10-K | ||||||
The Company does not include tax amounts collected from customers on behalf of third parties, including sales and indirect taxes, in net sales.
Cost of sales, exclusive of depreciation and amortization
Cost of sales, exclusive of depreciation and amortization on the Consolidated Statements of Operations and Comprehensive Income, primarily consists of cost incurred to ready inventory for sale, including product costs, freight, and import costs, as well as provisions for reserves for shrink and lower of cost and net realizable value. Gains and losses associated with the effective portion of designated foreign currency exchange forward contracts related to the hedging of intercompany inventory transactions are also recognized in cost of sales, exclusive of depreciation and amortization, on the Consolidated Statements of Operations and Comprehensive Income.
The Company’s cost of sales, exclusive of depreciation and amortization, and consequently gross profit, may not be comparable to those of other retailers, as inclusion of certain costs vary across the industry. Some retailers include all costs related to buying, design and distribution operations in cost of sales, while others may include either all or a portion of these costs in selling, general and administrative expenses.
Selling expense
Selling expense on the Consolidated Statements of Operations and Comprehensive Income is comprised of stores, fulfillment and marketing expenses. Stores expenses include non-management employee compensation; costs associated with operating stores including occupancy costs; including lease costs; utilities and other landlord expenses; depreciation and amortization; repairs and maintenance. Fulfillment costs primarily consists of costs related to the Company’s digital operations; shipping and handling costs; non-management employee compensation; and distribution center (“DC”) expenses. Marketing expenses include costs associated with the Company’s marketing and advertising activities.
A summary of shipping and handling costs, which includes costs incurred to store, move and prepare product for shipment and costs incurred to physically move product to our customers across channels, follows:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
| Shipping and handling costs | $ | $ | $ | ||||||||||||||
Marketing costs consist primarily of paid media advertising, direct digital advertising, including e-mail distribution, digital content and in-store photography and signage.
Marketing costs related specifically to digital operations are expensed as incurred and the production of in-store photography and signage is expensed when the marketing campaign commences. All other marketing costs are expensed as incurred.
A summary of marketing costs follows:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
Marketing costs | $ | $ | $ | ||||||||||||||
General and administrative expense
General and administrative expense on the Consolidated Statements of Operations and Comprehensive Income primarily consists of: home office and support functions including; store management and DC management compensation; information technology; outside services, such as legal and consulting; depreciation, primarily related to IT and other home office assets; amortization related to trademark assets; costs to design and develop the Company’s merchandise; relocation; recruiting; and travel expenses.
| Abercrombie & Fitch Co. | 58 | 2025 Form 10-K | ||||||
Other Operating Loss (Income), Net
Other operating loss (income), net on the Consolidated Statements of Operations and Comprehensive Income primarily consists of gains and losses resulting from foreign-currency-denominated transactions. A summary of foreign-currency-denominated transaction gains (losses), including those related to derivative instruments, follows:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
| Foreign-currency-denominated transaction (losses) gains | $ | ( | $ | $ | |||||||||||||
Interest expense and interest income
Share-based compensation
The Company issues shares of Class A Common Stock, $0.01 par value (the “Common Stock”) from treasury stock upon vesting of restricted stock units, including those converted from performance share awards. As of January 31, 2026, the Company had sufficient treasury stock available to settle restricted stock units outstanding. Settlement of stock awards in Common Stock also requires that the Company have sufficient shares available under stockholder-approved plans at the applicable time.
In the event there are not sufficient shares of Common Stock available to be issued under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors (as amended effective May 20, 2020, the “2016 Directors LTIP”) and the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates (as amended effective June 8, 2023, the “2016 Associates LTIP”), or under a successor or replacement plan at each reporting date as of which share-based compensation awards remain outstanding, the Company may be required to designate some portion of the outstanding awards to be settled in cash, which would result in liability classification of such awards. The fair value of liability-classified awards would be re-measured each reporting date until such awards no longer remain outstanding or until sufficient shares of Common Stock become available to be issued under the existing plans or under a successor or replacement plan. As long as the awards are required to be classified as a liability, the change in fair value would be recognized in current period expense based on the requisite service period rendered.
Fair value of both service-based and performance-based restricted stock units is calculated using the market price of the underlying Common Stock on the date of grant reduced for anticipated dividend payments on unvested shares. In determining fair value, the Company does not take into account performance-based vesting requirements. Performance-based vesting requirements are taken into account in determining the number of awards expected to vest. For market-based restricted stock units, fair value is calculated using a Monte Carlo simulation with the number of shares that ultimately vest dependent on the Company’s total stockholder return measured against the total stockholder return of a select group of peer companies over a three-year period. For awards with performance-based or market-based vesting requirements, the number of shares that ultimately vest can vary from 0% to 200% of target depending on the level of achievement of performance criteria.
Service-based restricted stock units are expensed on a straight-line basis over the award’s requisite service period. Performance-based restricted stock units subject to graded vesting are expensed on an accelerated attribution basis. Performance share award expense is primarily recognized in the performance period of the award’s requisite service period. Market-based restricted stock units without graded vesting features are expensed on a straight-line basis over the award’s requisite service period. The Company adjusts share-based compensation expense on a quarterly basis for actual forfeitures.
For awards that are expected to result in a tax deduction, a deferred tax asset is recorded in the period in which share-based compensation expense is recognized. A current tax deduction arises upon the issuance of restricted stock units and performance share awards and is principally measured at the award’s intrinsic value. If the tax deduction differs from the recorded deferred tax asset, the excess tax benefit or deficit associated with the tax deduction is recognized within income tax expense.
| Abercrombie & Fitch Co. | 59 | 2025 Form 10-K | ||||||
Net Income per share attributable to A&F
Net income per basic and diluted share attributable to A&F is computed based on the weighted-average number of outstanding shares of Common Stock. Additional information pertaining to net income per share attributable to A&F follows:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
| Shares of Common Stock issued | |||||||||||||||||
| Weighted-average treasury shares | ( | ( | ( | ||||||||||||||
| Weighted-average — basic shares | |||||||||||||||||
Dilutive effect of share-based compensation awards | |||||||||||||||||
| Weighted-average — diluted shares | |||||||||||||||||
Anti-dilutive shares (1) | |||||||||||||||||
(1)Reflects the total number of shares related to outstanding share-based compensation awards that have been excluded from the computation of net income (loss) per diluted share because the impact would have been anti-dilutive. Unvested contingently issuable shares related to restricted stock units with performance-based and market-based vesting conditions can achieve up to 200% of their target vesting amount and are reflected at the maximum vesting amount less any dilutive portion.
Recent accounting pronouncements
The following table summarizes recently issued accounting standards that are applicable to the Company. Certain other standards issued by the Financial Accounting Standards Board have been excluded because they are not applicable or are not expected to have a material impact on the Company’s consolidated financial statements
| Accounting Standards Update (ASU) | Description | Date of adoption | Effect on the financial statements or other significant matters | |||||||||||||||||
Standards adopted | ||||||||||||||||||||
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures | The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. For public business entities (PBEs), the requirement will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. | January 31, 2026 | The Company adopted this guidance on a retrospective basis by enhancing income tax footnote disclosures to include the effective tax rate reconciliation and income taxes paid. Refer to Note 12, “INCOME TAXES.” | |||||||||||||||||
| Standards not yet adopted | ||||||||||||||||||||
ASU 2024-03 - Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ASU 2025-01 - Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date | The update requires a disaggregated disclosure of income statement expenses. The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The update is effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. | Other than the new disclosure requirements, the adoption of this guidance will not have a significant impact on the Company’s consolidated financial statements. | ||||||||||||||||||
| ASU 2025-06 - Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | The update removes all references to project stages and clarifies that costs may begin to be capitalized once management has authorized the project and it is probable that the project will be completed and the software will be used to perform the function intended. The update specifies disclosure of capitalized internal-use software balance and accumulated amortization at the balance sheet date, the amortization for the period and a general description of the method used in computing amortization. The update is effective for annual periods beginning after December 15, 2027 and interim periods within those years. Early adoption is permitted. | The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and accompanying notes. | ||||||||||||||||||
| Abercrombie & Fitch Co. | 60 | 2025 Form 10-K | ||||||
3. INTERCHANGE FEE SETTLEMENT
Litigation settlement
In Fiscal 2025, the Company entered into a settlement related to the resolution of a payment card interchange fee litigation in which it was a plaintiff. The settlement resulted in a $39 million net benefit recorded in the Consolidated Statements of Operations and Comprehensive Income for Fiscal 2025. The net benefit is comprised of a $43 million settlement benefit recorded within selling expense and a $4 million settlement-related expense recorded within general and administrative expense.
4. REVENUE RECOGNITION
Disaggregation of revenue
All revenues are recognized in net sales in the Consolidated Statements of Operations and Comprehensive Income. For information regarding the disaggregation of revenue, refer to Note 18, “SEGMENT REPORTING.”
Contract liabilities
The following table details certain contract liabilities representing unearned revenue as of January 31, 2026, February 1, 2025 and February 3, 2024:
| (in thousands) | January 31, 2026 | February 1, 2025 | February 3, 2024 | ||||||||||||||
Gift card liability (1) | $ | $ | $ | ||||||||||||||
| Loyalty programs liability | |||||||||||||||||
(1)Includes $24.2 million,$19.8 million and $20.0 million of revenue recognized during Fiscal 2025, Fiscal 2024 and Fiscal 2023 , respectively, that was included in the gift card liability at the beginning of February 1, 2025 and February 3, 2024, respectively.
The following table details recognized revenue associated with the Company’s gift card program and loyalty programs for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||||||||||
Revenue associated with gift card redemptions and gift card breakage | $ | $ | $ | |||||||||||
Revenue associated with reward redemptions and breakage related to the Company’s loyalty programs | ||||||||||||||
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition,” for discussion regarding significant accounting policies related to the Company’s revenue recognition.
| Abercrombie & Fitch Co. | 61 | 2025 Form 10-K | ||||||
5. FAIR VALUE
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs to measure fair value are as follows:
•Level 1—inputs are unadjusted quoted prices for identical assets or liabilities that are available in active markets that the Company can access at the measurement date.
•Level 2—inputs are other than quoted market prices included within Level 1 that are observable for assets or liabilities, directly or indirectly.
•Level 3—inputs to the valuation methodology are unobservable.
The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.
The three levels of the hierarchy and the distribution of the Company’s assets and liabilities that are measured at fair value on a recurring basis, were as follows:
| Assets and Liabilities at Fair Value as of January 31, 2026 | |||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Cash equivalents (1) | $ | $ | $ | $ | |||||||||||||||||||
Derivative instruments (2) | |||||||||||||||||||||||
Rabbi Trust assets (3) | |||||||||||||||||||||||
Restricted cash equivalents (1) | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
Derivative instruments (2) | $ | $ | $ | $ | |||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Assets and Liabilities at Fair Value as of February 1, 2025 | |||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Cash equivalents (1) | $ | $ | $ | $ | |||||||||||||||||||
Derivative instruments (2) | |||||||||||||||||||||||
Rabbi Trust assets (3) | |||||||||||||||||||||||
Restricted cash equivalents (1) | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
(1) Level 1 assets consisted of investments in money market funds and U.S. treasury bills. Level 2 assets consisted of time deposits with original maturities of less than three months.
(2) Level 2 assets and liabilities consisted of foreign currency exchange forward contracts.
The Company’s Level 2 assets and liabilities consisted of:
•Trust-owned life insurance policies, which were valued using the cash surrender value of the life insurance policies;
•Time deposits with original maturities of three months or less, which were valued at cost, approximating fair value, due to the short-term nature of these investments; and
•Derivative instruments, primarily foreign currency exchange forward contracts, which were valued using quoted market prices of the same or similar instruments, adjusted for counterparty risk.
The Company also holds certain investments that are not measured at fair value on a recurring basis on the Consolidated Balance Sheets, including held-to-maturity securities. Held-to-maturity securities consist primarily of time deposits with maturities less than one year, which are valued at amortized cost, approximating fair value.
| Abercrombie & Fitch Co. | 62 | 2025 Form 10-K | ||||||
6. INVESTMENTS
Investments consisted of:
| January 31, 2026 | February 1, 2025 | ||||||||||
| (in thousands) | |||||||||||
Investments | |||||||||||
Marketable securities | |||||||||||
Time deposits | $ | $ | |||||||||
Total Marketable securities | $ | $ | |||||||||
Rabbi Trust assets (1) | |||||||||||
| Trust-owned life insurance policies (at cash surrender value) | $ | $ | |||||||||
| Money market funds | |||||||||||
Total Rabbi Trust assets | $ | $ | |||||||||
(1)Rabbi Trust assets are included in Other assets on the Consolidated Balance Sheets and are restricted as to their use.
Realized gains resulting from the change in cash surrender value and benefits paid pursuant to the trust-owned life insurance policies of the Rabbi Trust assets for Fiscal 2025, Fiscal 2024 and Fiscal 2023 were as follows:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
| Realized gains related to Rabbi Trust assets | $ | $ | $ | ||||||||||||||
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” for further discussion related to the Company’s Marketable securities and Rabbi Trust assets.
7. INVENTORIES
Inventories consisted of:
| (in thousands) | January 31, 2026 | February 1, 2025 | |||||||||
| Inventories at original cost | $ | $ | |||||||||
| Less: Lower of cost and net realizable value adjustment | ( | ( | |||||||||
Inventories (1) | $ | $ | |||||||||
A summary of the Company’s vendors based on location and the percentage of cost of merchandise receipts during Fiscal 2025, Fiscal 2024 and Fiscal 2023 follows:
% of Total Company Merchandise Receipts (1) | |||||||||||||||||||||||
| Location | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||||||||
| Vietnam | % | % | % | ||||||||||||||||||||
| Cambodia | |||||||||||||||||||||||
India | |||||||||||||||||||||||
Other (2) | |||||||||||||||||||||||
| Total | 100 | % | 100 | % | 100 | % | |||||||||||||||||
(1) Calculated as the cost of merchandise receipts from all vendors within a country during the respective fiscal year divided by cost of total merchandise receipts during the respective fiscal year .
(2) No country included within this category sourced more than 10% of total merchandise receipts during any fiscal year presented above .
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventories,” for discussion regarding significant accounting policies related to the Company’s inventories.
| Abercrombie & Fitch Co. | 63 | 2025 Form 10-K | ||||||
8. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of:
| (in thousands) | January 31, 2026 | February 1, 2025 | |||||||||
| Land | $ | $ | |||||||||
| Buildings | |||||||||||
| Furniture, fixtures and equipment | |||||||||||
| Information technology | |||||||||||
| Leasehold improvements | |||||||||||
| Construction in progress | |||||||||||
| Other | |||||||||||
| Total | |||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Depreciation expense for Fiscal 2025, Fiscal 2024 and Fiscal 2023 was $152.6 million, $150.8 million and $138.5 million, respectively.
Refer to Note 10, “ASSET IMPAIRMENT,” for details related to property and equipment impairment charges incurred during Fiscal 2025, Fiscal 2024 and Fiscal 2023.
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and equipment, net,” for discussion regarding significant accounting policies related to the Company’s property and equipment, net.
9. LEASES
The Company is a party to leases related to its Company-operated retail stores, as well as for certain of its distribution centers, office space, information technology and equipment.
The following table provides a summary of the Company’s operating lease costs for Fiscal 2025, Fiscal 2024 and Fiscal 2023:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
Single lease cost (1) | $ | $ | $ | ||||||||||||||
Variable lease cost (2) | |||||||||||||||||
Operating lease right-of-use asset impairment (3) | |||||||||||||||||
| Sublease income | ( | ( | ( | ||||||||||||||
| Total operating lease cost | $ | $ | $ | ||||||||||||||
(1)Includes amortization and interest expense associated with operating lease right-of-use assets.
(2)Includes variable payments related to both lease and nonlease components, such as contingent rent payments made by the Company based on performance, and payments related to taxes, insurance, and maintenance costs.
(3)Refer to Note 10, “ASSET IMPAIRMENT,” for details related to operating lease right-of-use asset impairment charges.
The following table provides the weighted-average remaining lease term of the Company’s operating leases and the weighted-average discount rate used to calculate the Company’s operating lease liabilities as of January 31, 2026 and February 1, 2025:
| January 31, 2026 | February 1, 2025 | ||||||||||
| Weighted-average remaining lease term (years) | |||||||||||
| Weighted-average discount rate | % | % | |||||||||
| Abercrombie & Fitch Co. | 64 | 2025 Form 10-K | ||||||
The following table provides a maturity analysis of the Company’s operating lease liabilities, based on undiscounted cash flows, as of January 31, 2026:
| (in thousands) | January 31, 2026 | ||||
| Fiscal 2026 | $ | ||||
| Fiscal 2027 | |||||
| Fiscal 2028 | |||||
| Fiscal 2029 | |||||
| Fiscal 2030 | |||||
| Fiscal 2031 and thereafter | |||||
| Total undiscounted operating lease payments | |||||
| Less: Imputed interest | ( | ||||
| Present value of operating lease liabilities | $ | ||||
10. ASSET IMPAIRMENT
The following table provides additional details related to long-lived asset impairment charges:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
Operating lease right-of-use asset impairment (1) | $ | $ | $ | ||||||||||||||
Property and equipment asset impairment (1) (2) | |||||||||||||||||
| Total asset impairment | $ | $ | $ | ||||||||||||||
(1)Included in Selling expense on the Consolidated Statements of Operations and Comprehensive Income
(2)Amounts presented represent store asset impairment.
(3)Included in General and administrative expense on the Consolidated Statements of Operations and Comprehensive Income.
Asset impairment charges for Fiscal 2025 were related to certain of the Company’s store assets, primarily in the Americas, EMEA and APAC segments. The impairment charges for Fiscal 2025 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $87.2 million, including $66.6 million related to operating lease right-of-use assets. The increase in the carrying amount of assets primarily relates to stores in our APAC segment.
Asset impairment charges for Fiscal 2024 were related to certain of the Company’s store assets, primarily in the APAC segment. The impairment charges for Fiscal 2024 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $8.2 million, including $7.3 million related to operating lease right-of-use assets.
Asset impairment charges for Fiscal 2023 were related to certain of the Company’s store assets, primarily in the Americas and EMEA segments. The impairment charges for Fiscal 2023 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $28.1 million, including $23.7 million related to operating lease right-of-use assets.
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long-lived Asset Impairment,” for discussion regarding significant accounting policies related to impairment of the Company’s long-lived assets.
| Abercrombie & Fitch Co. | 65 | 2025 Form 10-K | ||||||
11. ACCRUED EXPENSES
Accrued expenses consisted of:
| (in thousands) | January 31, 2026 | February 1, 2025 | |||||||||
Accrued payroll and related costs (1) | $ | $ | |||||||||
Accrued real estate costs | |||||||||||
Accrued marketing | |||||||||||
Other (2) | |||||||||||
| Accrued expenses | $ | $ | |||||||||
(1) Accrued payroll and related costs include salaries, incentive compensation, benefits, withholdings and other payroll-related costs.
(2) Other primarily includes the Company’s gift card and loyalty programs liabilities, accrued taxes, expenses incurred but not yet paid primarily related to outside services associated with store and home office operations, and costs related to the Company’s DCs and digital operations. Refer to Note 4, “REVENUE RECOGNITION.”
12. INCOME TAXES
One Big Beautiful Bill Act
On July 4, 2025, House Resolution 1, also known as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA includes, among other provisions, changes to U.S. corporate income tax law impacting the taxation of domestic and international business operations, including permanently extending certain expiring provisions of the Tax Cuts and Jobs Act of 2017, restoration of accelerated depreciation on capital expenditures, deductible research and experimental expenditures, and modifications to the international tax framework. The enactment of the OBBBA did not have a material impact on the Company’s consolidated financial statements and disclosures.
Impact of valuation allowances and other tax benefits during Fiscal 2025
During Fiscal 2025, the Company did not recognize income tax benefits on $74.9 million of pre-tax losses, primarily in Switzerland, resulting in adverse tax impacts of $11.9 million.
As of January 31, 2026, the Company had foreign net deferred tax assets of approximately $35.1 million, including $13.2 million, and $11.7 million, in the United Kingdom and China, respectively. While the Company believes that these net deferred tax assets are more-likely-than-not to be realized, it is not a certainty, as the Company continues to evaluate and respond to situations as they emerge. Should circumstances change, the net deferred tax assets may become subject to additional valuation allowances in the future. Additional valuation allowances would result in additional tax expense.
Impact of valuation allowances and other tax benefits during Fiscal 2024
During Fiscal 2024, the Company did not recognize income tax benefits on $53.8 million of pre-tax losses, primarily in Switzerland, resulting in adverse tax impacts of $8.2 million.
As of February 1, 2025, the Company had foreign net deferred tax assets of approximately $35.7 million, including $13.4 million and $8.2 million in the United Kingdom and China, respectively.
Impact of valuation allowances and other tax charges during Fiscal 2023
During Fiscal 2023, the Company did not recognize income tax benefits on $103.0 million of pre-tax losses, primarily in Switzerland, resulting in adverse tax impacts of $15.6 million.
| Abercrombie & Fitch Co. | 66 | 2025 Form 10-K | ||||||
Components of income taxes
Income before income taxes consisted of:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
Domestic (1) | $ | $ | $ | ||||||||||||||
| Foreign | ( | ( | |||||||||||||||
| Income before income taxes | $ | $ | $ | ||||||||||||||
(1) Includes intercompany charges to foreign affiliates for management fees, cost-sharing, royalties and interest and excludes a portion of foreign income that is currently includable on the U.S. federal income tax return.
Income tax expense consisted of:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | $ | $ | ||||||||||||||
| State | |||||||||||||||||
| Foreign | |||||||||||||||||
| Total current | $ | $ | $ | ||||||||||||||
| Deferred: | |||||||||||||||||
Federal | $ | $ | ( | $ | ( | ||||||||||||
| State | ( | ( | |||||||||||||||
Foreign | |||||||||||||||||
| Total deferred | ( | ( | |||||||||||||||
| Income tax expense | $ | $ | $ | ||||||||||||||
The Company’s earnings and profits from its foreign subsidiaries could be repatriated to the U.S. without incurring additional federal income tax. The Company determined that the balance of the Company’s undistributed earnings and profits from its foreign subsidiaries as of February 2, 2019, are considered indefinitely reinvested outside of the U.S., and if these funds were to be repatriated to the U.S., the Company would expect to incur an insignificant amount of state income taxes and foreign withholding taxes. The Company accrues for both state income taxes and foreign withholding taxes with respect to earnings and profits earned after February 2, 2019, in such a manner that these funds may be repatriated without incurring additional tax expense.
Reconciliation between the statutory federal income tax rate and the effective tax rate is as follows:
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||||||||||||||||||||||||||||||||||||||
Amount | % | Amount | % | Amount | % | ||||||||||||||||||||||||||||||||||||
U.S. Federal statutory tax rate | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||
State and local income taxes, net of Federal income tax effect (1) | |||||||||||||||||||||||||||||||||||||||||
| Foreign tax effects | |||||||||||||||||||||||||||||||||||||||||
Switzerland | |||||||||||||||||||||||||||||||||||||||||
| Statutory tax rate difference | |||||||||||||||||||||||||||||||||||||||||
| Changes in valuation allowances | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||
| Other foreign jurisdictions | |||||||||||||||||||||||||||||||||||||||||
| Tax credits | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Nontaxable or nondeductible items | |||||||||||||||||||||||||||||||||||||||||
| Internal Revenue Code Section 162(m) | |||||||||||||||||||||||||||||||||||||||||
| Share-based payment awards | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||||||||
Changes in unrecognized tax benefits | |||||||||||||||||||||||||||||||||||||||||
Other adjustments | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
Effective tax rate | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||
(1) State and local taxes in made up the majority (greater than 50%) of the tax effect in this category.
| Abercrombie & Fitch Co. | 67 | 2025 Form 10-K | ||||||
For certain years, the impact of various tax items on the Company's effective tax rate were amplified on a percentage basis at lower levels of consolidated pre-tax income (loss) in absolute dollars. The effective tax rate remains sensitive to jurisdictional mix. The taxation of non-U.S. operations line items in the table above excludes items related to the Company's non-U.S. operations reported separately in the appropriate corresponding line items.
For Fiscal 2025, Fiscal 2024, and Fiscal 2023, the impact of taxation of non-U.S. operations on the Company's effective income tax rate was related to the Company's jurisdictional mix driven primarily by the Company’s operations within Switzerland.
Components of deferred income tax assets and deferred income tax liabilities
The effect of temporary differences that give rise to deferred income tax assets (liabilities) were as follows:
| (in thousands) | January 31, 2026 | February 1, 2025 | |||||||||
| Deferred income tax assets: | |||||||||||
| Operating lease liabilities | $ | $ | |||||||||
Intangibles, foreign step-up in basis | |||||||||||
| Net operating losses (NOL), tax credit and other carryforwards | |||||||||||
| Accrued expenses and reserves | |||||||||||
| Deferred compensation | |||||||||||
| Inventory | |||||||||||
| Property and equipment and intangibles | |||||||||||
| Other | |||||||||||
| Valuation allowances | ( | ( | |||||||||
| Total deferred income tax assets | $ | $ | |||||||||
| Deferred income tax liabilities: | |||||||||||
| Operating lease right-of-use assets | $ | ( | $ | ( | |||||||
| Prepaid expenses | ( | ( | |||||||||
| Store supplies | ( | ( | |||||||||
| Undistributed profits of non-U.S. subsidiaries | ( | ( | |||||||||
| Property and equipment and intangibles | ( | ||||||||||
| Other | ( | ( | |||||||||
| Total deferred income tax liabilities | $ | ( | $ | ( | |||||||
| Net deferred income tax assets | $ | $ | |||||||||
The valuation allowances for Fiscal 2025 and 2024 were $184.8 million and $151.8 million, respectively. The valuation allowances as of Fiscal 2025 have been established against deferred tax assets, primarily in Switzerland. All valuation allowances have been reflected through the Consolidated Statements of Operations and Comprehensive Income. The valuation allowances will remain until there is sufficient positive evidence to release them, such positive evidence would include having positive income within the jurisdiction. In such case, the Company will record an adjustment in the period in which a determination is made. The Company continues to review the need for valuation allowances on a quarterly basis.
Share-based compensation
Refer to Note 14, “SHARE-BASED COMPENSATION,” for details on income tax benefits and charges related to share-based compensation awards during Fiscal 2025, Fiscal 2024 and Fiscal 2023.
Other
The Company intends to continue to invest all of the earnings of foreign subsidiaries, as well as its capital in these subsidiaries outside of the U.S., and the Company does not expect to incur any significant additional taxes related to such amounts.
| Abercrombie & Fitch Co. | 68 | 2025 Form 10-K | ||||||
Net cash paid (refunds received) for income taxes consisted of the following:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||||||||
Federal | $ | $ | $ | ||||||||||||||||||||
State and local jurisdictions | |||||||||||||||||||||||
Foreign | |||||||||||||||||||||||
Net cash paid (refunds received) for income taxes | $ | $ | $ | ||||||||||||||||||||
The IRS is currently conducting an examination of the Company’s U.S. federal income tax returns for Fiscal 2025 and 2024 as part of the IRS’ Compliance Assurance Process program. The IRS examinations for Fiscal 2022 and prior years have been completed. State and foreign returns are generally subject to examination for a period of three to five years after the filing of the respective return. The Company typically has various state and foreign income tax returns in the process of examination, administrative appeals or litigation. The outcome of the examinations is not expected to have a material impact on the Company’s financial statements. The Company believes that some of these audits and negotiations will conclude within the next 12 months and that it is reasonably possible the amount of uncertain income tax positions, including interest, may change by an immaterial amount due to settlement of audits and expiration of statues of limitations.
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes,” for discussion regarding significant accounting policies related to the Company’s income taxes.
13. BORROWINGS
Senior Secured Notes
On July 15, 2024 (the “Redemption Date”), A&F redeemed all of its outstanding 8.75 % Senior Secured Notes due July 15, 2025 , which had an aggregate principal amount of $214 million, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date. As of the Redemption Date, the 8.75 % Senior Secured Notes were no longer deemed outstanding and interest on the 8.75 % Senior Secured Notes ceased to accrue.
ABL Facility
On August 2, 2024, A&F, as parent and a guarantor, Abercrombie & Fitch Management Co. (“A&F Management”), as lead borrower, and certain of A&F’s direct and indirect wholly-owned subsidiaries, as additional borrowers and guarantors, entered into the Second Amendment to the Amended and Restated Credit Agreement (as amended, the “ABL Credit Agreement”). The ABL Credit Agreement provides for a $500 million senior secured asset-based revolving credit facility (the “ABL Facility”), and a $100 million sub-facility for the benefit of Abfico Netherlands Distribution B.V. (“Abfico”) and AFH Stores UK Limited (“AFH UK”) that is (i) secured by a first priority security interest in all assets (subject to specified exclusions) of each of Abfico and AFH UK, (ii) guaranteed by A&F and certain of its domestic direct and indirect wholly-owned subsidiaries, and (iii) subject to a borrowing base as described therein.
Borrowing under the ABL Facility bears interest at the Secured Overnight Financing Rate (“SOFR”) rate plus a margin of 1.50 % to 1.75 % per annum as determined in accordance with the provisions of the ABL Credit Agreement. The ABL Facility also contains an unused line fee of 25 basis points per annum. Customary agency fees and letter of credit fees are also payable in respect of the ABL Facility.
The ABL Facility is subject to a borrowing base, consisting primarily of inventory located in the U.S., the United Kingdom and the Netherlands, with a letter of credit sub-limit of $62.5 million, a swing line loan sub-limit of $30 million, and an accordion feature allowing A&F to increase the revolving commitment by up to $150 million subject to specified conditions. The ABL Facility is scheduled to expire on August 2, 2029 and is available for working capital, capital expenditures, and other general corporate purposes.
As of January 31, 2026, availability under the ABL Facility was $500 million, net of $0.5 million in outstanding stand-by letters of credit. As the Company must maintain excess availability equal to the greater of 10% of the Loan Cap or $36 million under the ABL Facility, borrowing capacity available to the Company under the ABL Facility was $450 million as of January 31, 2026.
Representations, warranties and covenants
The agreements related to the ABL Facility contain various representations, warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of the Company and its subsidiaries to: grant or incur liens; incur, assume or guarantee additional indebtedness; sell or otherwise dispose of assets, including capital stock of subsidiaries;
| Abercrombie & Fitch Co. | 69 | 2025 Form 10-K | ||||||
make investments in certain subsidiaries; pay dividends, make distributions or redeem or repurchase capital stock; change the nature of their business; and consolidate or merge with or into, or sell substantially all of the assets of the Company or A&F Management to another entity.
Certain of the agreements related to the ABL Facility also contain certain affirmative covenants, including reporting requirements, such as delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances.
The Company was in compliance with all covenants under these agreements as of January 31, 2026.
14. SHARE-BASED COMPENSATION
Plans
As of January 31, 2026, the Company had two primary share-based compensation plans: (i) the 2016 Directors LTIP, with 900,000 shares of Common Stock authorized for issuance, under which the Company is authorized to grant restricted stock, restricted stock units, stock appreciation rights, stock options and deferred stock awards to non-associate members of the Board of Directors; and (ii) the 2016 Associates LTIP, with 10,965,000 shares of Common Stock authorized for issuance, under which the Company is authorized to grant restricted stock, restricted stock units, performance share awards, stock appreciation rights and stock options to associates of the Company. The Company also has outstanding shares from two other share-based compensation plans under which the Company granted restricted stock units, performance share awards, stock appreciation rights and stock options to associates of the Company and restricted stock units, stock options and deferred stock awards to non-associate members of the Board of Directors in prior years. No new shares may be granted under these previously-authorized plans and any outstanding awards continue in effect in accordance with their respective terms.
The 2016 Directors LTIP, a stockholder-approved plan, permits the Company to annually grant awards to non-associate directors, subject to the following limits:
•For non-associate directors: awards with an aggregate fair market value on the date of the grant of no more than $300,000 ;
•For the non-associate director occupying the role of Non-Executive Chairperson of the Board (if any): additional awards with an aggregate fair market value on the date of grant of no more than $500,000 ; and
•For the non-associate director occupying the role of Executive Chairperson of the Board (if any): additional awards with an aggregate fair market value on the date of grant of no more than $2,500,000 .
Under the 2016 Directors LTIP, restricted stock units are subject to a minimum vesting period ending no sooner than the earlier of (i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders held after the grant date. Any stock appreciation rights or stock options granted under this plan have the same minimum vesting period requirements as restricted stock units and, in addition, must have a term that does not exceed a period of ten years from the grant date, subject to forfeiture under the terms of the 2016 Directors LTIP.
The 2016 Associates LTIP, a stockholder-approved plan, permits the Company to annually grant one or more types of awards covering up to an aggregate for all awards of 1.0 million underlying shares of the Common Stock to any associate of the Company. Under the 2016 Associates LTIP, for restricted stock units that have performance-based vesting, performance must be measured over a period of at least one year and for restricted stock units that do not have performance-based vesting, vesting in full may not occur more quickly than in pro-rata installments over a period of three years from the date of the grant, with the first installment vesting no sooner than the first anniversary of the date of the grant. In addition, any stock options or stock appreciation rights granted under this plan must have a minimum vesting period of one year and a term that does not exceed a period of ten years from the grant date, subject to forfeiture under the terms of the 2016 Associates LTIP.
Each of the 2016 Directors LTIP and the 2016 Associates LTIP provides for accelerated vesting of awards if there is a change of control and certain other conditions specified in each plan are met.
| Abercrombie & Fitch Co. | 70 | 2025 Form 10-K | ||||||
Financial statement impact
The following table details share-based compensation expense and the related income tax benefit for Fiscal 2025, Fiscal 2024 and Fiscal 2023:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
| Share-based compensation expense | $ | $ | $ | ||||||||||||||
Income tax benefit associated with share-based compensation expense recognized during the period | |||||||||||||||||
The following table details discrete income tax benefits and charges related to share-based compensation awards during Fiscal 2025, Fiscal 2024 and Fiscal 2023:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
Income tax discrete benefits realized for tax deductions related to the issuance of shares during the period | $ | $ | $ | ||||||||||||||
| Income tax discrete charges realized upon cancellation of stock appreciation rights during the period | ( | ||||||||||||||||
Total income tax discrete benefits related to share-based compensation awards | $ | $ | $ | ||||||||||||||
The following table details the amount of employee tax withheld by the Company upon the issuance of shares associated with restricted stock units vesting and the exercise of stock appreciation rights for the Fiscal 2025, Fiscal 2024 and Fiscal 2023:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
Employee tax withheld upon issuance of shares (1) | $ | $ | $ | ||||||||||||||
(1) Classified within financing activities on the Consolidated Statements of Cash Flows.
Restricted Stock Units
The following table summarizes activity for restricted stock units for Fiscal 2025:
| Service-based Restricted Stock Units | Performance-based Restricted Stock Units | Market-based Restricted Stock Units | |||||||||||||||||||||||||||||||||
| Number of Underlying Shares | Weighted- Average Grant Date Fair Value | Number of Underlying Shares (1) | Weighted- Average Grant Date Fair Value | Number of Underlying Shares (1) | Weighted- Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
Unvested at February 1, 2025 | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
| Change due to performance criteria achievement | |||||||||||||||||||||||||||||||||||
| Vested | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | ( | ||||||||||||||||||||||||||||||||
Unvested at January 31, 2026 (1) | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) Unvested shares related to restricted stock units with performance-based and market-based vesting conditions are reflected at 100 % of their target vesting amount in the table above. Unvested shares related to restricted stock units with performance-based and market-based vesting conditions can be achieved at up to 200% of their target vesting amount.
The following table details unrecognized compensation cost and the remaining weighted-average period over which these costs are expected to be recognized for restricted stock units as of January 31, 2026:
| (in thousands) | Service-based Restricted Stock Units | Performance-based Restricted Stock Units | Market-based Restricted Stock Units | ||||||||||||||
| Unrecognized compensation cost | $ | $ | $ | ||||||||||||||
| Remaining weighted-average period cost is expected to be recognized (years) | |||||||||||||||||
| Abercrombie & Fitch Co. | 71 | 2025 Form 10-K | ||||||
Additional information pertaining to restricted stock units for Fiscal 2025, Fiscal 2024 and Fiscal 2023 follows:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
| Service-based restricted stock units: | |||||||||||||||||
| Total grant date fair value of awards granted | $ | $ | $ | ||||||||||||||
| Total grant date fair value of awards vested | |||||||||||||||||
| Total intrinsic value of awards vested | |||||||||||||||||
| Performance-based restricted stock units: | |||||||||||||||||
| Total grant date fair value of awards granted | |||||||||||||||||
| Total grant date fair value of awards vested | |||||||||||||||||
Total intrinsic value of awards vested | |||||||||||||||||
| Market-based restricted stock units: | |||||||||||||||||
| Total grant date fair value of awards granted | |||||||||||||||||
| Total grant date fair value of awards vested | |||||||||||||||||
| Total intrinsic value of awards vested | |||||||||||||||||
The weighted-average assumptions used for market-based restricted stock units in the Monte Carlo simulation during Fiscal 2025, Fiscal 2024 and Fiscal 2023 were as follows:
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||||||||||||||
| Grant date market price | $ | $ | $ | ||||||||||||||
| Fair value | |||||||||||||||||
| Assumptions: | |||||||||||||||||
| Price volatility | % | % | % | ||||||||||||||
| Expected term (years) | |||||||||||||||||
| Risk-free interest rate | % | % | % | ||||||||||||||
| Dividend yield | |||||||||||||||||
| Average volatility of peer companies | % | % | % | ||||||||||||||
| Average correlation coefficient of peer companies | |||||||||||||||||
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Compensation,” for discussion regarding significant accounting policies related to share-based compensation.
| Abercrombie & Fitch Co. | 72 | 2025 Form 10-K | ||||||
15. DERIVATIVE INSTRUMENTS
As of January 31, 2026, the Company had outstanding the following foreign currency exchange forward contracts that were entered into to hedge either a portion, or all, of forecasted foreign-currency-denominated intercompany inventory transactions, the resulting settlement of the foreign-currency-denominated intercompany accounts receivable, or both:
| (in thousands) | Notional Amount (1) | ||||
Euro | $ | ||||
| British pound | |||||
Canadian dollar | |||||
(1)Amounts reported are the U.S. Dollar notional amounts outstanding as of January 31, 2026.
| (in thousands) | Notional Amount (1) | ||||
Chinese RMB | $ | ||||
Euro | |||||
(1)Amounts reported are the U.S. Dollar notional amounts outstanding as of January 31, 2026.
The fair value of derivative instruments is determined using quoted market prices of the same or similar instruments, adjusted for counterparty risk. The location and amounts of derivative fair values of foreign currency exchange forward contracts on the Consolidated Balance Sheets as of January 31, 2026, and February 1, 2025 were as follows:
| (in thousands) | Location | January 31, 2026 | February 1, 2025 | Location | January 31, 2026 | February 1, 2025 | |||||||||||||||||||||||||||||
Derivatives designated as cash flow hedging instruments | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Derivatives not designated as hedging instruments | |||||||||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Refer to Note 5, “FAIR VALUE,” for further discussion of the determination of the fair value of derivative instruments. Additional information pertaining to derivative gains or losses from foreign currency exchange forward contracts designated as cash flow hedging instruments for Fiscal 2025, Fiscal 2024 and Fiscal 2023 follows:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||||||||||||||||
(Loss) gain recognized in AOCL (1) | $ | ( | $ | $ | ||||||||||||||||
(Loss) gain reclassified from AOCL into cost of sales, exclusive of depreciation and amortization (2) | ( | ( | ||||||||||||||||||
(1)Amount represents the change in fair value of derivative instruments.
(2)Amount represents gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Consolidated Statements of Operations and Comprehensive Income when the hedged item affected earnings, which was when merchandise was converted to cost of sales, exclusive of depreciation and amortization.
Substantially all of the unrealized gains or losses related to foreign currency exchange forward contracts designated as cash flow hedging instruments as of January 31, 2026 will be recognized within the Consolidated Statements of Operations and Comprehensive Income over the next 12 months.
Additional information pertaining to derivative gains or losses from foreign currency exchange forward contracts not designated as hedging instruments for Fiscal 2025, Fiscal 2024 and Fiscal 2023 follows:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||||||||||||||||
Gain(loss) recognized in other operating income, net | $ | $ | $ | ( | ||||||||||||||||
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivative Instruments,” for discussion regarding significant accounting policies related to the Company’s derivative instruments.
| Abercrombie & Fitch Co. | 73 | 2025 Form 10-K | ||||||
16. ACCUMULATED OTHER COMPREHENSIVE LOSS
For Fiscal 2025, the activity in AOCL was as follows:
| Fiscal 2025 | |||||||||||||||||
| (in thousands) | Foreign Currency Translation Adjustment | Unrealized Gain (Loss) on Derivative Financial Instruments | Total | ||||||||||||||
Beginning balance at February 1, 2025 | $ | ( | $ | $ | ( | ||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||
Reclassified loss from AOCL (1) | |||||||||||||||||
| Tax effect | |||||||||||||||||
| Other comprehensive income (loss) after reclassifications | ( | ||||||||||||||||
Ending balance at January 31, 2026 | $ | ( | $ | ( | $ | ( | |||||||||||
(1)Amount represents loss reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Consolidated Statements of Operations and Comprehensive Income.
For Fiscal 2024, the activity in AOCL was as follows:
| Fiscal 2024 | |||||||||||||||||
| (in thousands) | Foreign Currency Translation Adjustment | Unrealized Gain (Loss) on Derivative Financial Instruments | Total | ||||||||||||||
Beginning balance at February 3, 2024 | $ | ( | $ | $ | ( | ||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||
Reclassified gain from AOCL (1) | ( | ( | |||||||||||||||
| Tax effect | ( | ( | |||||||||||||||
| Other comprehensive (loss) income after reclassifications | ( | ( | |||||||||||||||
Ending balance at February 1, 2025 | $ | ( | $ | $ | ( | ||||||||||||
(1)Amount represents gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Consolidated Statements of Operations and Comprehensive Income.
For Fiscal 2023, the activity in AOCL was as follows:
| Fiscal 2023 | |||||||||||||||||
| (in thousands) | Foreign Currency Translation Adjustment | Unrealized Gain (Loss) on Derivative Financial Instruments | Total | ||||||||||||||
Beginning balance at January 28, 2023 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||
Reclassified loss from AOCL (1) | |||||||||||||||||
Tax effect | ( | ( | |||||||||||||||
| Other comprehensive (loss) income after reclassifications | ( | ||||||||||||||||
Ending balance at February 3, 2024 | $ | ( | $ | $ | ( | ||||||||||||
(1)Amount represents loss reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Consolidated Statements of Operations and Comprehensive Income.
| Abercrombie & Fitch Co. | 74 | 2025 Form 10-K | ||||||
17. SAVINGS AND RETIREMENT PLANS
The Company maintains the Abercrombie & Fitch Co. Savings and Retirement Plan, a qualified plan. All U.S. associates are eligible to participate in this plan if they are at least 21 years of age. In addition, the Company maintains the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan, comprised of two sub-plans (Plan I and Plan II). Plan I contains contributions made through December 31, 2004, while Plan II contains contributions made on and after January 1, 2005. Participation in these plans is based on service and compensation. The Company’s contributions to these plans are based on a percentage of associates’ eligible annual compensation. The cost of the Company’s contributions to these plans was $18.7 million, $18.0 million and $16.9 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.
18. SEGMENT REPORTING
The Company’s reportable segments are based on the financial information the chief operating decision maker (“CODM”) uses to allocate resources and assess performance of its business.
The Company’s CODM manages business operations and evaluates the performance of each segment based on the net sales and operating income (loss) of the segment. The CODM considers actual performance relative to expectations, and growth potential to determine the appropriate allocation of resources to each segment.
Net sales by segment are presented by attributing revenues to a physical store location or geographical region that fulfills the order. Operating income (loss) for each segment includes net sales to third parties, related cost of sales and operating expenses directly attributed to the segment. Corporate/other expenses include expenses incurred that are not directly attributed to a reportable segment and primarily relate to corporate or global functions such as design, sourcing, brand management, corporate strategy, information technology, finance, treasury, legal, human resources, and other corporate support services, as well as certain globally managed components of the planning, merchandising, and marketing functions.
The Company reports inventories by segment as that information is used by the CODM in determining allocation of resources to the segments. The Company does not report its other assets by segment as that information is not used by the CODM in assessing segment performance or allocating resources.
| Abercrombie & Fitch Co. | 75 | 2025 Form 10-K | ||||||
The following tables provide the Company’s segment information as of January 31, 2026 and February 1, 2025, and for Fiscal 2025, Fiscal 2024 and Fiscal 2023.
| Fiscal 2025 | ||||||||||||||
(in thousands) | Americas (1) | EMEA | APAC | Total | ||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||
Cost of sales, exclusive of depreciation and amortization | ||||||||||||||
Store occupancy (2) | ||||||||||||||
Fulfillment (2) | ||||||||||||||
Other expense (3) | ||||||||||||||
| Segment income (loss) | $ | $ | $ | ( | $ | |||||||||
Operating loss not attributed to segments: | ||||||||||||||
Corporate and other unallocated expenses (4) | ( | |||||||||||||
Operating income | $ | |||||||||||||
| Interest expense (income), Net | ( | |||||||||||||
Income before income taxes | $ | |||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||
| Depreciation and amortization not attributed to segments | ||||||||||||||
Total depreciation and amortization | $ | |||||||||||||
| Capital expenditures | $ | $ | $ | $ | ||||||||||
| Capital expenditures not attributed to segments | ||||||||||||||
| Total capital expenditures | $ | |||||||||||||
| Fiscal 2024 | ||||||||||||||
(in thousands) | Americas (1) | EMEA | APAC | Total | ||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||
| Cost of sales, exclusive of depreciation and amortization | ||||||||||||||
Store occupancy (2) | ||||||||||||||
Fulfillment (2) | ||||||||||||||
Other expense (3) | ||||||||||||||
| Segment income (loss) | $ | $ | $ | ( | $ | |||||||||
Operating loss not attributed to segments: | ||||||||||||||
Corporate and other unallocated expenses (4) | ( | |||||||||||||
Operating income | $ | |||||||||||||
| Interest expense (income), Net | ( | |||||||||||||
Income before income taxes | $ | |||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||
| Depreciation and amortization not attributed to segments | ||||||||||||||
Total depreciation and amortization | $ | |||||||||||||
| Capital expenditures | $ | $ | $ | $ | ||||||||||
| Capital expenditures not attributed to segments | ||||||||||||||
| Total capital expenditures | $ | |||||||||||||
| Abercrombie & Fitch Co. | 76 | 2025 Form 10-K | ||||||
| Fiscal 2023 | ||||||||||||||
(in thousands) | Americas (1) | EMEA | APAC | Total | ||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||
| Cost of sales, exclusive of depreciation and amortization | ||||||||||||||
Store occupancy (2) | ||||||||||||||
Fulfillment (2) | ||||||||||||||
Other expense (3) | ||||||||||||||
| Segment income (loss) | $ | $ | $ | ( | $ | |||||||||
Operating loss not attributed to segments: | ||||||||||||||
Corporate and other unallocated expenses (4) | ( | |||||||||||||
Operating income | $ | |||||||||||||
| Interest expense (income), Net | ||||||||||||||
Income before income taxes | $ | |||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||
| Depreciation and amortization not attributed to segments | ||||||||||||||
| Total depreciation and amortization | $ | |||||||||||||
| Capital expenditures | $ | $ | $ | $ | ||||||||||
| Capital expenditures not attributed to segments | ||||||||||||||
| Total capital expenditures | $ | |||||||||||||
(1)Includes the U.S., Canada, and Latin America. Net sales in the U.S. were $4.1 billion, $3.8 billion, and $3.3 billion in Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively.
(2)Included in selling expense on the Consolidated Statements of Operations and Comprehensive Income.
(3)Other expense includes store payroll, other direct store controllable and marketing expenses included in selling expense, as well as allocated and support related expenses included in general and administrative expense on the Consolidated Statements of Operations and Comprehensive Income.
(4)Corporate and other unallocated expenses represent corporate overhead expenses that have not been allocated to any segment.
| (in thousands) | January 31, 2026 | February 1, 2025 | February 3, 2024 | ||||||||||||||
Assets | |||||||||||||||||
| Inventories | |||||||||||||||||
| Americas | $ | $ | $ | ||||||||||||||
| EMEA | |||||||||||||||||
| APAC | |||||||||||||||||
| Total inventories | $ | $ | $ | ||||||||||||||
Assets not attributed to segments | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
The Company’s long-lived assets and intellectual property, which primarily relates to trademark assets associated with the Company’s global operations, by geographic area as of January 31, 2026, February 1, 2025, and February 3, 2024 were as follows:
| (in thousands) | January 31, 2026 | February 1, 2025 | February 3, 2024 | ||||||||||||||
Americas (1) (2) | $ | $ | $ | ||||||||||||||
EMEA (3) | |||||||||||||||||
| APAC | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
(1)Includes the U.S., Canada, and Latin America. Long-lived assets and intellectual property located in the U.S. were $1.1 billion, $965 million, and $880 million as of January 31, 2026, February 1, 2025, and February 3, 2024 respectively.
(2)Includes intellectual property of $2.9
(3)Includes intellectual property of $14.8 million, $16.6 million, and $17.4 million at January 31, 2026, February 1, 2025, and February 3, 2024, respectively.
| Abercrombie & Fitch Co. | 77 | 2025 Form 10-K | ||||||
Brand information
The following table provides additional disaggregated revenue information, which is categorized by brand, for Fiscal 2025, Fiscal 2024 and Fiscal 2023 were as follows:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||
Abercrombie | $ | $ | $ | ||||||||||||||
Hollister | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
19. CONTINGENCIES
The Company and its affiliates are defendants in lawsuits and other adversary proceedings that may range from individual actions involving a single plaintiff to class action lawsuits. The Company’s legal costs incurred in connection with the resolution of claims and lawsuits are generally expensed as incurred, and the Company establishes estimated liabilities for the outcome of litigation where losses are deemed probable and the amount of loss, or range of loss, is reasonably estimable. The Company also determines estimates of reasonably possible losses or ranges of reasonably possible losses in excess of related accrued liabilities, if any, when it has determined that a loss is reasonably possible and it is able to determine such estimates. Based on currently available information, the Company cannot estimate a range of reasonably possible losses in excess of the accrued charges for legal contingencies. In addition, the Company has not established accruals for certain claims and legal proceedings pending against the Company where it is not possible to reasonably estimate the outcome or potential liability, and the Company cannot estimate a range of reasonably possible losses for these legal matters.
Actual liabilities may differ from the amounts recorded, due to uncertainties regarding final settlement agreement negotiations, court approvals and the terms of any approval by the courts, and there can be no assurance that final resolution of legal matters will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s assessment of the current exposure could change in the event of the discovery of additional facts.
20. SUBSEQUENT EVENTS
Strategic Alternatives for APAC region
Subsequent to the end of Fiscal 2025, the Company announced a review of strategic alternatives for the APAC region.
Tariffs
On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the IEEPA. Following the Supreme Court’s decision, the U.S. administration announced a new 10% global tariff under Section 122 of the Trade Act of 1974, subject to certain exceptions. The impact of these decisions on the Company’s results of operations is uncertain, including the potential for tariff refunds associated with IEEPA tariffs previously paid by the Company, changes in tariff levels, or new tariffs. The Company continues to monitor and evaluate these developments and assess their potential impact on the Company’s business, financial condition, and results of operations.
| Abercrombie & Fitch Co. | 78 | 2025 Form 10-K | ||||||
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Abercrombie & Fitch Co.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Abercrombie & Fitch Co. and its subsidiaries (the “Company”) as of January 31, 2026 and February 1, 2025, and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended January 31, 2026, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| Abercrombie & Fitch Co. | 79 | 2025 Form 10-K | ||||||
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of Long-Lived Assets – Stores
As described in Notes 2, 8 and 10 to the consolidated financial statements, the Company’s consolidated property and equipment, net balance was $674.1 million and consolidated operating lease right-of-use assets balance was $997.4 million as of January 31, 2026. During the year ended January 31, 2026, the Company recognized long-lived asset store impairment charges of $11.5 million. The Company’s long-lived assets, primarily operating lease right-of-use assets, leasehold improvements, furniture, fixtures and equipment, are grouped with other assets and liabilities at the store level, which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. On at least a quarterly basis, management reviews the Company’s asset groups for indicators of impairment, which include, but are not limited to, material declines in operational performance, a history of losses, an expectation of future losses, adverse market conditions, store closure or relocation decisions, and any other events or changes in circumstances that would indicate the carrying amount of an asset group might not be recoverable. If an asset group displays an indicator of impairment, it is tested for recoverability by comparing the sum of the estimated future undiscounted cash flows attributable to the asset group to the carrying amount of the asset group. This recoverability test requires management to make assumptions and judgments related, but not limited, to management’s expectations for future cash flows from operating the store. The key assumption used in developing these projected cash flows used in the recoverability test is estimated sales growth rate. If the sum of the estimated future undiscounted cash flows attributable to an asset group is less than its carrying amount, and it is determined that the carrying amount of the asset group is not recoverable, management determines if there is an impairment loss by comparing the carrying amount of the asset group to its fair value. Fair value of an asset group measured on a non-recurring basis is based on the highest and best use of the asset group, often using a discounted cash flow model that utilizes Level 3 fair value inputs. The key assumption used in the Company’s fair value analysis is comparable market rents. An impairment loss is recognized based on the excess of the carrying amount of the asset group over its fair value.
The principal considerations for our determination that performing procedures relating to the impairment of long-lived assets - stores is a critical audit matter are (i) the significant judgment by management when developing the future undiscounted cash flows attributable to an asset group when testing for recoverability and when estimating the fair value of the asset groups to measure for impairment and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to estimated sales growth rate when developing the future undiscounted cash flows, and comparable market rents when estimating the fair value.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s store impairment assessments, including controls over the recoverability test and fair value estimate of the asset groups. These procedures also included, among others (i) testing management’s process for developing the future undiscounted cash flows attributable to an asset group when testing for recoverability and when estimating the fair value of the asset groups to measure for impairment; (ii) evaluating the appropriateness of the models used by management in estimating the fair value of the asset groups; (iii) testing the completeness and accuracy of underlying data used in the models; and (iv) evaluating the reasonableness of the significant assumptions used by management related to estimated sales growth rate when developing the future undiscounted cash flows and comparable market rents when estimating the fair value. Evaluating management’s assumptions involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the asset groups as it relates to estimated sales growth rate, the consistency with evidence obtained in other areas of the audit as it relates to estimated sales growth rate, and the consistency with external market data as it relates to estimated sales growth rate and comparable market rents.
/s/ PricewaterhouseCoopers LLP
March 26, 2026
We have served as the Company’s auditor since 1996.
| Abercrombie & Fitch Co. | 80 | 2025 Form 10-K | ||||||
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
DISCLOSURE CONTROLS AND PROCEDURES
A&F maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in the reports that A&F files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to A&F’s management, including A&F’s Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.
A&F’s management, including the Chief Executive Officer of A&F (who serves as Principal Executive Officer of A&F) and the Executive Vice President, Chief Financial Officer of A&F (who serves as Principal Financial Officer of A&F), evaluated the effectiveness of A&F’s disclosure controls and procedures as of January 31, 2026. The Chief Executive Officer of A&F (in such individual’s capacity as the Principal Executive Officer of A&F) and the Executive Vice President, Chief Financial Officer of A&F (in such individual’s capacity as the Principal Financial Officer of A&F) concluded that A&F’s disclosure controls and procedures were effective at a reasonable level of assurance as of January 31, 2026, the end of the period covered by this Annual Report on Form 10-K.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of A&F is responsible for establishing and maintaining adequate internal control over financial reporting. A&F’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
With the participation of the Chief Executive Officer of A&F and the Executive Vice President and Chief Financial Officer of A&F, management evaluated the effectiveness of A&F’s internal control over financial reporting as of January 31, 2026 using criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the assessment of A&F’s internal control over financial reporting, under the criteria described in the preceding sentence, management has concluded that, as of January 31, 2026, A&F’s internal control over financial reporting was effective.
The effectiveness of A&F’s internal control over financial reporting as of January 31, 2026 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in A&F’s internal control over financial reporting during the quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, A&F’s internal control over financial reporting.
| Abercrombie & Fitch Co. | 81 | 2025 Form 10-K | ||||||
Item 9B. Other Information
Rule 10b5-1 Trading Plans
During the thirteen weeks ended January 31, 2026, no no
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
| Abercrombie & Fitch Co. | 82 | 2025 Form 10-K | ||||||
PART III
Item 10. Directors, Executive Officers and Corporate Governance
DIRECTORS, EXECUTIVE OFFICERS AND PERSONS NOMINATED OR CHOSEN TO BECOME DIRECTORS OR EXECUTIVE OFFICERS
Information concerning directors will be included under the caption “Proposal 1 — Election of Directors” in A&F’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”) and is incorporated by reference herein. Information concerning executive officers is included under the caption “INFORMATION ABOUT OUR EXECUTIVE OFFICERS” within “ITEM 1. BUSINESS” in this Annual Report on Form 10-K and is incorporated by reference herein.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Information concerning beneficial ownership reporting compliance under Section 16(a) of the Exchange Act will be included under the caption “Ownership of Our Shares — Delinquent Section 16(a) Reports” in the 2026 Proxy Statement and is incorporated by reference herein.
CODE OF BUSINESS CONDUCT AND ETHICS
The Board of Directors has adopted the Abercrombie & Fitch Co. Code of Business Conduct and Ethics, which applies to all associates and directors worldwide and incorporates an additional Code of Ethics applicable to our Chief Executive Officer, our Chief Financial Officer, and other designated financial associates. The Code of Business Conduct and Ethics is available on the “Investors– Corporate Governance” page of the Company’s corporate website at corporate.abercrombie.com.
INSIDER TRADING POLICY
The Company has adopted insider trading policies and procedures regarding securities transactions (the “Insider Trading Policy”) that apply to all officers, directors, employees, consultants and contractors of the Company and its subsidiaries, as well as the Company itself. The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of the Company’s securities, as well as the applicable rules and regulations of the New York Stock Exchange. A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
AUDIT AND FINANCE COMMITTEE
Information concerning the Audit and Finance Committee of the Board of Directors (the “Audit and Finance Committee”) will be included under the captions “Corporate Governance — Committees of the Board and Meeting Attendance — Committees of the Board” and “Audit and Finance Committee Matters” in the 2026 Proxy Statement and is incorporated by reference herein.
PROCEDURES BY WHICH STOCKHOLDERS MAY RECOMMEND NOMINEES TO THE BOARD OF DIRECTORS
Information concerning changes in the procedures by which stockholders of A&F may recommend nominees to the Board of Directors will be included under the captions “Corporate Governance — Director Nominations — Stockholder Recommendations and Nominations for Director Candidates,” “Corporate Governance — Director Qualifications and Consideration of Director Candidates,” and “Stockholder Proposals and Nominations for 2027 Annual Meeting” in the 2026 Proxy Statement and is incorporated by reference herein.
| Abercrombie & Fitch Co. | 83 | 2025 Form 10-K | ||||||
Item 11. Executive Compensation
Information regarding executive compensation will be included under the captions “Corporate Governance — Board Role in Risk Oversight,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “Report of the Compensation and Human Capital Committee on Executive Compensation,” and “Executive Compensation Tables” in the 2026 Proxy Statement and is incorporated by reference herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information concerning the security ownership of certain beneficial owners and management will be included under the caption “Ownership of Our Shares” in the 2026 Proxy Statement and is incorporated by reference herein.
Information regarding Common Stock authorized for issuance under A&F’s equity compensation plans will be included under the caption “Equity Compensation Plans” in the 2026 Proxy Statement and is incorporated by reference herein.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information concerning relationships and transactions with related persons will be included under the caption “Corporate Governance — Director Independence and Related Person Transactions” in the 2026 Proxy Statement and is incorporated by reference herein.
Information concerning director independence will be included under the captions “Corporate Governance — Board Leadership Structure,” “Corporate Governance — Committees of the Board and Meeting Attendance,” and “Corporate Governance — Director Independence and Related Person Transactions” in the 2026 Proxy Statement and is incorporated by reference herein.
Item 14. Principal Accountant Fees and Services
Information concerning pre-approval policies and procedures of the Audit and Finance Committee and fees for services rendered by the Company’s principal independent registered public accounting firm will be included under the caption “Audit and Finance Committee Matters — Audit Fees” in the 2026 Proxy Statement and is incorporated by reference herein.
| Abercrombie & Fitch Co. | 84 | 2025 Form 10-K | ||||||
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
(1) Consolidated Financial Statements:
Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024.
Consolidated Balance Sheets at January 31, 2026 and February 1, 2025.
Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024.
Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024.
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP. (PCAOB ID 238 )
(2) Consolidated Financial Statement Schedules:
All financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because the required information is either not applicable or not material.
(3) Exhibits:
The documents listed in the Index to Exhibits that immediately precedes the Signatures page of this Annual Report on Form 10-K are filed or furnished with this Annual Report on Form 10-K as exhibits or incorporated into this Annual Report on Form 10-K by reference as noted. Each management contract or compensatory plan or arrangement is identified as such in the Index to Exhibits.
(b) The documents listed in the Index to Exhibits that immediately precedes the Signatures page of this Annual Report on Form 10-K are filed or furnished with this Annual Report on Form 10-K as exhibits or incorporated into this Annual Report on Form 10-K by reference.
(c) Financial Statement Schedules
None
Item 16. Form 10-K Summary
None.
| Abercrombie & Fitch Co. | 85 | 2025 Form 10-K | ||||||
Index to Exhibits
| Exhibit | Document | |||||||||||||
| 3.1 | ||||||||||||||
| 3.2 | ||||||||||||||
| 4.1 | ||||||||||||||
| 4.2 | ||||||||||||||
| 10.1* | ||||||||||||||
| 10.2* | ||||||||||||||
| 10.3* | ||||||||||||||
| 10.4* | ||||||||||||||
| 10.5* | ||||||||||||||
| 10.6* | ||||||||||||||
| 10.7* | ||||||||||||||
| 10.8* | ||||||||||||||
| 10.9* | ||||||||||||||
| 10.10* | ||||||||||||||
| 10.11 | ||||||||||||||
| 10.12 | ||||||||||||||
| 10.13 | ||||||||||||||
| 10.14 | ||||||||||||||
| 10.15 | ||||||||||||||
| Abercrombie & Fitch Co. | 86 | 2025 Form 10-K | ||||||
| 10.16 | ||||||||||||||
10.17* | ||||||||||||||
10.18* | ||||||||||||||
10.19* | ||||||||||||||
10.20* | ||||||||||||||
10.21* | ||||||||||||||
| 10.22* | ||||||||||||||
| 10.23* | ||||||||||||||
| 10.24* | ||||||||||||||
| 10.25* | ||||||||||||||
| 10.26* | ||||||||||||||
| 10.27* | ||||||||||||||
| 10.28* | ||||||||||||||
| 10.29* | ||||||||||||||
| 10.30* | ||||||||||||||
| 10.31* | ||||||||||||||
| 10.32* | ||||||||||||||
| 10.33* | ||||||||||||||
| 10.34* | Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to associates (employees) of Abercrombie & Fitch Co. and its subsidiaries under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates on and after March 7, 2023 (4-year vesting), incorporated herein by reference to Exhibit 10.41 to A&F’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 (File No. 001-121107) | |||||||||||||
| 10.35* | ||||||||||||||
| 10.36* | ||||||||||||||
| 10.37* | ||||||||||||||
| 10.38* | ||||||||||||||
| 10.39* | ||||||||||||||
| Abercrombie & Fitch Co. | 87 | 2025 Form 10-K | ||||||
| 10.40* | ||||||||||||||
| 10.41* | ||||||||||||||
| 10.42* | ||||||||||||||
| 10.43* | ||||||||||||||
| 10.44* | ||||||||||||||
| 19.1 | ||||||||||||||
| 21.1 | ||||||||||||||
| 23.1 | ||||||||||||||
| 24.1 | ||||||||||||||
| 31.1 | ||||||||||||||
| 31.2 | ||||||||||||||
| 32.1 | ||||||||||||||
| 97.1 | ||||||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | |||||||||||||
* Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(a)(3) and Item 15(b) of this Annual Report on Form 10-K.
** These certifications are furnished.
† Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
†† Certain portions of this exhibit have been omitted based upon a request for confidential treatment filed with the SEC. The non-public information has been separately filed with the SEC in connection with that request.
| Abercrombie & Fitch Co. | 88 | 2025 Form 10-K | ||||||
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ABERCROMBIE & FITCH CO. | ||||||||
| Date: March 26, 2026 | By: | /s/ Robert J. Ball | ||||||
Robert J. Ball | ||||||||
Executive Vice President, Chief Financial Officer (Principal Financial Officer and Authorized Officer) | ||||||||
By: | /s/ Joseph Frericks | |||||||
Joseph Frericks | ||||||||
Group Vice President, Corporate Controller (Principal Accounting Officer) | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 26, 2026.
| * | ||||||||
| Nigel Travis | Chairperson of the Board and Director | |||||||
/s/ Fran Horowitz | ||||||||
| Fran Horowitz | Chief Executive Officer and Director (Principal Executive Officer) | |||||||
| * | ||||||||
| Kerrii B. Anderson | Director | |||||||
/s/ Robert J. Ball | ||||||||
Robert J. Ball | Executive Vice President, Chief Financial Officer (Principal Financial Officer and Authorized Officer) | |||||||
| * | ||||||||
Andrew Clarke | Director | |||||||
| * | ||||||||
| Susie Coulter | Director | |||||||
/s/ Joseph Frericks | ||||||||
Joseph Frericks | Group Vice President, Corporate Controller (Principal Accounting Officer) | |||||||
| * | ||||||||
James A. Goldman | Director | |||||||
| * | ||||||||
| Helen E. McCluskey | Director | |||||||
| * | ||||||||
| Arturo Nuñez | Director | |||||||
| * | ||||||||
| Kenneth B. Robinson | Director | |||||||
| * | ||||||||
| Helen Vaid | Director | |||||||
*The undersigned, by signing his name hereto, does hereby sign this Annual Report on Form 10-K on behalf of each of the above-named directors of the Registrant pursuant to powers of attorney executed by such directors, which powers of attorney are filed with this Annual Report on Form 10-K as Exhibit 24.1
| By: | /s/ Robert J. Ball | |||||||
Robert J. Ball | ||||||||
| Attorney-in-fact | ||||||||
| Abercrombie & Fitch Co. | 89 | 2025 Form 10-K | ||||||
Exhibit 4.1
Abercrombie & Fitch Co.
6301 Fitch Path
New Albany, Ohio 43054
(614) 283-6500
March 26, 2026
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Abercrombie & Fitch Co.
Commission File Number: 001-12107
Annual Report on Form 10-K for the Fiscal Year Ended January 31, 2026
Ladies and Gentlemen:
Abercrombie & Fitch Co., a Delaware corporation (“A&F”), is today filing with the Securities and Exchange Commission (the “SEC”) the Annual Report on Form 10-K of A&F for the fiscal year ended January 31, 2026 (“A&F’s Fiscal 2025 Form 10-K”).
Neither (i) A&F nor (ii) any of A&F’s consolidated subsidiaries has outstanding any instrument or agreement with respect to its long-term debt, other than those filed or incorporated by reference as an exhibit to A&F’s Fiscal 2025 Form 10-K, under which the total amount of long-term debt authorized exceeds 10% of the total assets of A&F and A&F’s subsidiaries on a consolidated basis. In accordance with the provisions of Item 601(b)(4)(iii) of SEC Regulation S-K, A&F hereby agrees to furnish to the SEC, upon request, a copy of each instrument or agreement defining (i) the rights of holders of long-term debt of A&F or (ii) the rights of holders of long-term debt of a consolidated subsidiary of A&F, in each case which is not being filed or incorporated by reference as an exhibit to A&F’s Fiscal 2025 Form 10-K.
| Very truly yours, | ||||||||
| ABERCROMBIE & FITCH CO. | ||||||||
| /s/ Robert J. Ball | ||||||||
| Robert J. Ball Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Officer) | ||||||||
Exhibit 10.37
PERFORMANCE SHARE AWARD AGREEMENT
(2016 Long-Term Incentive Plan for Associates)
This PERFORMANCE SHARE AWARD AGREEMENT (this “AGREEMENT”) is made to be effective as of [ GRANT DATE ] (the date on which the COMMITTEE (as defined below) approves the award, referred to as the “GRANT DATE”), by and between Abercrombie & Fitch Co., a Delaware corporation (the “COMPANY”), and [ EMPLOYEE NAME ], an employee of the COMPANY or one of the COMPANY’s subsidiaries or affiliates (“PARTICIPANT”).
WITNESSETH:
WHEREAS, pursuant to the provisions of the 2016 Long-Term Incentive Plan for Associates of the COMPANY (the “PLAN”), the Compensation and Human Capital Committee (the “COMMITTEE”) of the Board of Directors of the COMPANY (the “BOARD”) administers the PLAN; and
WHEREAS, the COMMITTEE has determined that PARTICIPANT should be granted rights to earn a target number of shares of Class A Common Stock, $0.01 par value (the “SHARES”), of the COMPANY equal to ______ SHARES (such rights, the “AWARD”), subject to the restrictions, conditions and other terms set forth in this AGREEMENT;
NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:
1. Grant of AWARD. Pursuant to, and subject to, the terms and conditions set forth in this AGREEMENT and in the PLAN, the COMPANY hereby grants to PARTICIPANT an AWARD with a target number of SHARES of the COMPANY (the “TARGET AWARD”) equal to [ SHARES GRANTED ] SHARES (subject to adjustment as provided in Section 11(c) of the PLAN and Section 5(F) of this AGREEMENT, if applicable). The AWARD represents the right to earn up to 200% of the target number of SHARES of the COMPANY subject to the AWARD, subject to the restrictions, conditions and other terms set forth in this AGREEMENT.
2. Terms and Conditions of the AWARD.
(A) EARNED UNITS. The issuance of SHARES of the COMPANY pursuant to this AGREEMENT shall be subject to the COMPANY’s achievement with respect to the performance goals of (i) RELATIVE TOTAL SHAREHOLDER RETURN, (ii) AVERAGE NET SALES GROWTH RATE, and (iii) THREE-YEAR AVERAGE NON-GAAP EBIT MARGIN PERCENT as set forth in the tables below (each and collectively, the “PERFORMANCE GOALS”). Each PERFORMANCE GOAL metric will be equally weighted. If any of the PERFORMANCE GOALS for the three-fiscal-year period ending _____________ does not exceed the respective THRESHOLD performance level set forth in the respective table below, the portion of the AWARD associated with such PERFORMANCE GOAL shall be forfeited. If all three of the PERFORMANCE GOALS fall below the respective THRESHOLD performance level set forth in the respective table below, the AWARD and PARTICIPANT’s right to receive any SHARES of the COMPANY pursuant to this AGREEMENT shall expire and be forfeited without payment of any additional consideration, effective as of the last day of the fiscal year
ending ____________. Subject to the foregoing, the number of “EARNED UNITS” for purposes of this AGREEMENT shall be determined in accordance with the following schedule:
(i) RELATIVE TOTAL SHAREHOLDER RETURN:
| Performance Level | FY ____ through FY ____ Relative Total Shareholder Return (1) Required to Achieve Performance Level | % of TARGET AWARD Earned | ||||||
| BELOW THRESHOLD | Below __th percentile of COMPARATOR GROUP | 0% | ||||||
| THRESHOLD | __th percentile as compared to COMPARATOR GROUP | 25% | ||||||
| TARGET | __th percentile as compared to COMPARATOR GROUP | 100% | ||||||
| MAXIMUM | At or above __th percentile as compared to COMPARATOR GROUP | 200% | ||||||
(1) Relative Total Shareholder Return is measured against the following ____________ companies (the “COMPARATOR GROUP”): ________________________________ ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________. Relative Total Shareholder Return shall be measured as follows:
(a) Total Shareholder Return shall be measured using an average of the closing stock price for the 20 TRADING DAYS immediately before the first day of the COMPANY’s ____ fiscal year and an average of the closing stock price for the 20 TRADING DAYS immediately before and including the last day of the COMPANY’s ____ fiscal year. For purposes of this Section 2(A)(a)(i), "TRADING DAY" shall refer to each day on which the SHARES of the COMPANY are traded on a stock exchange or market, and if the shares of any company in the COMPARATOR GROUP are not traded on a TRADING DAY because such shares are not traded on a U.S. stock exchange or market, then for purposes of calculating the Total Shareholder Return for such company, such TRADING DAY shall not be included (but, for the avoidance of doubt, no additional days shall be included in lieu thereof). Total shareholder return shall assume dividend reinvestment on the ex-dividend date.
(b) For companies that are in the COMPARATOR GROUP as of the first day of the COMPANY’s ____ fiscal year but that do not remain in the COMPARATOR GROUP through the last day of the COMPANY’s ____ fiscal year, treatment will be as follows:
i.Acquisition – For a company that is acquired (other than in connection with merger activity) during the PERFORMANCE PERIOD, it shall be removed entirely from the COMPARATOR GROUP and thus not considered for measurement purposes;
ii.Merger – For a company that is impacted by merger activity during the PERFORMANCE PERIOD:
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1.Such company shall be removed from the COMPARATOR GROUP (and thus not considered for measurement purposes) if it is not the surviving company following a merger with either a non-COMPARATOR GROUP company or another COMPARATOR GROUP company; or
2.Such company shall be included in the COMPARATOR GROUP if it is the surviving company following a merger with another COMPARATOR GROUP company; or
3.Such company shall be included in the COMPARATOR GROUP if it is the surviving company in a merger with a non-COMPARATOR GROUP company (unless 50% or more of such company’s post-merger business has a non-retail GICS code, in which case such company shall be removed from the COMPARATOR GROUP and thus not considered for measurement purposes).
iii.Spin-Off – For a company that is spun-off during the PERFORMANCE PERIOD, such company shall be removed from the COMPARATOR GROUP (and thus not considered for measurement purposes); however, the parent company of such spun-off company shall be included for measurement purposes if such parent company remains in the COMPARATOR GROUP and remains at least 50% of such company’s pre-spin-off size as measured by revenues.
iv.Bankruptcy – For a company that goes bankrupt (either voluntarily or involuntarily) during the PERFORMANCE PERIOD, such company shall be placed at the bottom of the COMPARATOR GROUP for measurement purposes, with a deemed negative Total Shareholder Return of (-100%).
v.Delisting – For a company that is delisted from all major stock exchanges, or is no longer publicly-traded, during the PERFORMANCE PERIOD, such company shall be placed at the bottom of the COMPARATOR GROUP for measurement purposes, with a deemed negative Total Shareholder Return of (-100%).
(c) For purposes of calculating Total Shareholder Return for any company in the COMPARATOR GROUP that is not traded on a U.S. stock exchange or market, the value on any applicable TRADING DAY shall be converted to U.S. dollars.
(d) Payout shall be capped at the TARGET AWARD if the COMPANY’s Total Shareholder Return over the full PERFORMANCE PERIOD is negative. In the event that the COMPANY’s level of achievement with respect to the PERFORMANCE GOAL is between the THRESHOLD and the TARGET performance levels, or between the TARGET and the MAXIMUM performance levels, linear interpolation will be used to determine the number of EARNED UNITS. Any portion of the TARGET AWARD not earned based upon the actual level of performance achieved by the COMPANY shall expire and be forfeited to the COMPANY without payment of any additional consideration, effective as of the last day of the fiscal year ending ________________. The COMPANY’s level of achievement with respect to the PERFORMANCE GOAL set forth in this Section 2(A) (and the extent or lack thereof) shall be evidenced by the COMMITTEE’s written certification.
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(ii) AVERAGE NET SALES GROWTH RATE:
| Performance Level | FY ____ through FY ____ Average Net Sales Growth Rate (1) Required to Achieve Performance Level | % of TARGET AWARD Earned | ||||||
| BELOW THRESHOLD | Less than ___% | 0% | ||||||
| THRESHOLD | ___% | 25% | ||||||
| TARGET | ___% | 100% | ||||||
| MAXIMUM | ___% or greater | 200% | ||||||
(1) For purposes of this Agreement, “AVERAGE NET SALES GROWTH RATE” is defined as the straight three-year average of the growth rate in GAAP Net Sales in each Fiscal Year of the three-year ____-____ performance period, in each case calculated in comparison to the GAAP Net Sales for Fiscal Year ____, where GAAP Net Sales reflects net sales as reported in the Company’s consolidated financial statements in accordance with generally accepted accounting principles as in effect on the GRANT DATE.
(iii) THREE-YEAR AVERAGE NON-GAAP EBIT MARGIN PERCENT:
| Performance Level | FY ____ through FY ____ Three-Year Average Non-GAAP EBIT Margin Percent (1) Required to Achieve Performance Level | % of TARGET AWARD Earned | ||||||
| BELOW THRESHOLD | Less than ___% | 0% | ||||||
| THRESHOLD | ___% | 25% | ||||||
| TARGET | ___% | 100% | ||||||
| MAXIMUM | ___% or greater | 200% | ||||||
(1) For purposes of this Agreement, EBIT is defined as net income less interest and income taxes as reported in the Company’s consolidated financial statements for each such year in accordance with generally accepted accounting principles as in effect on the GRANT DATE. For purposes of this agreement, Non-GAAP EBIT Margin Percent shall be equal to the EBIT (as defined herein) for each of the performance years of Fiscal ____, Fiscal ____, and Fiscal ____ with such Adjustments or exclusions as provided for herein, divided by the corresponding fiscal year’s net sales (as reported in the Company’s consolidated financial statements in accordance with generally accepted accounting principles as in effect on the GRANT DATE), and expressed as a percentage. Further, for purposes of this agreement, “THREE-YEAR AVERAGE NON-GAAP EBIT MARGIN PERCENT” shall be equal to the straight average of the Non-GAAP EBIT Margin Percent results for each of the performance years of Fiscal ____, Fiscal ____, and Fiscal ____. The Adjustments shall include all adjustments or exclusions necessary to eliminate the impact(s) of the following items:
(a)changes in accounting principles (i.e., cumulative effect of U.S. GAAP changes);
(b)changes in accounting policies that were not contemplated in the initial targets;
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(c)changes in tax structures or statutory rates that were not contemplated in the initial targets and that result in a cumulative EBIT impact of greater than $___ million (per fiscal year) during the performance period, and changes in U.S. import tariffs that were not contemplated in the initial targets that result in a cumulative EBIT impact of greater than $___ million (per fiscal year) during the performance period;
(d)all items of gain, loss or expense for the performance period related to an exit activity (including flagship closures);
(e)impairment of long-lived assets, finite or indefinite lived intangible assets, or goodwill;
(f)total legal settlements in excess of a cumulative amount of $___ million (per fiscal year) during the performance period;
(g)charges or gains from the early extinguishment of funded debt obligations and/or lease obligations; and
(h)acquisition-related costs for acquisitions of business(es), as defined under U.S. GAAP.
For the avoidance of doubt, the potential exclusions noted in (c) and (f) above would be triggered once the cumulative amount of the respective potential exclusion item exceeds $___ million (per fiscal year) during the performance period, in which case the amount greater than $___ million would be excluded.
In the event that performance for one, two, or three of the performance goals is between the respective THRESHOLD, TARGET, or MAXIMUM performance levels, linear interpolation will be used to determine the number of EARNED UNITS with respect to that metric. Any portion of the TARGET AWARD not earned based upon the actual performance achieved shall expire and be forfeited without payment of any additional consideration, effective as of the last day of the fiscal year ending ______________. The achievement of the performance goals set forth in this Section 2(A) (and the extent or lack thereof) shall be evidenced by the COMMITTEE’s written certification.
(B) RESTRICTED PERIOD. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the EARNED UNITS shall become vested and no longer be subject to forfeiture to the COMPANY, shall lapse according to the following terms. The VESTING DATE shall be defined as the date for vesting which is approved by the COMMITTEE following completion of the three-year performance period and then recorded and communicated through the System of Record, but not later than 60 days after the close of the performance period (or the date of filing of the Annual Report on Form 10-K, if sooner). The RESTRICTED PERIOD shall lapse as to one-hundred percent of the EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such EARNED UNITS shall become vested, on the VESTING DATE, provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date;
(C) Non-Transferability of AWARD. The AWARD and any EARNED UNITS may not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of PARTICIPANT to any party (other than the COMPANY or a subsidiary or affiliate of the COMPANY), or assigned or transferred (whether by operation of law or otherwise) by PARTICIPANT, otherwise than by will or by the applicable laws of descent and distribution, and the AWARD and any EARNED UNITS shall not be subject to execution, attachment or similar process.
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(D) Lapse of RESTRICTED PERIOD. Upon the lapse of the RESTRICTED PERIOD applicable to any EARNED UNITS, as promptly as is reasonably practicable, and in no case later than the 15th day of the third month immediately following the completion of the three-year performance period, SHARES of the COMPANY shall be issued to PARTICIPANT and the COMPANY shall deliver a stock certificate or other appropriate documentation evidencing the number of SHARES of the COMPANY issued in settlement of such vested EARNED UNITS to PARTICIPANT (with each EARNED UNIT representing the right to receive one SHARE of the COMPANY).
(E) Tax Withholding. The COMPANY shall have the right to require PARTICIPANT to remit to the COMPANY an amount sufficient to satisfy any applicable federal, state, local and foreign tax withholding requirements in respect of the settlement of the AWARD. Unless PARTICIPANT is notified otherwise, the COMPANY will withhold SHARES of the COMPANY otherwise deliverable upon settlement of the AWARD having a FAIR MARKET VALUE (as defined in the PLAN) on the date of settlement equal to the amount required to be withheld (but only to the extent of the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws).
(F) Rights as Holder of AWARD. With respect to the AWARD, PARTICIPANT shall have no rights as a stockholder of the COMPANY (including no right to vote or receive dividends) with respect to any SHARES of the COMPANY covered by the AWARD until the date of issuance to PARTICIPANT of a certificate or other evidence of ownership representing such SHARES in settlement thereof. In addition, dividend equivalents will not be paid or payable with respect to the SHARES of the COMPANY and/or the EARNED UNITS subject to this AGREEMENT until such date of issuance.
3. Change of Control. Unless the BOARD or the COMMITTEE provides otherwise prior to a “Change of Control” (as such term is defined in the PLAN), upon a Change of Control, Section 9 of the PLAN shall govern the treatment of the AWARD. For the avoidance of doubt, the performance period under this AGREEMENT for purposes of Section 9(b) of the PLAN shall be the three-fiscal-year period ending _____________. Notwithstanding anything in Section 9(b) of the PLAN to the contrary, for all purposes under this AGREEMENT, in the event of a Change of Control in which fifty percent (50%) or more of the performance period applicable to the AWARD has elapsed as of the date of the Change of Control, PARTICIPANT shall be entitled to a pro-rata payment, vesting or settlement of such AWARD based upon actual performance of each of the three performance goals. In the event of a Change of Control in which less than fifty percent (50%) of the performance period applicable to the AWARD has elapsed as of the date of the Change of Control, PARTICIPANT shall be entitled to a pro-rata payment, vesting or settlement of such AWARD based upon a TARGET level of performance of each of the three performance goals.
4. Effect of Termination of Employment.
(A) The grant of the AWARD shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with
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applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents.
(B) Except as the COMMITTEE may at any time provide, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated by the COMPANY for “CAUSE” or as a result of PARTICIPANT’S resignation for any reason other than “retirement” (as defined below), in either case, prior to the lapsing of the RESTRICTED PERIOD applicable to the AWARD and/or any EARNED UNITS, such AWARD and/or the EARNED UNITS shall be forfeited to the COMPANY. For purposes of this AGREEMENT only, “CAUSE” shall mean: (i) PARTICIPANT’S conviction of, or entrance of a plea of guilty or nolo contendere to, a felony under federal or state law; or (ii) fraudulent conduct by PARTICIPANT in connection with the business affairs of the COMPANY; or (iii) PARTICIPANT’S willful refusal to materially perform PARTICIPANT’S duties; or (iv) PARTICIPANT’S willful misconduct which has, or would have if generally known, a materially adverse effect on the business or reputation of the COMPANY; or (v) PARTICIPANT’S material breach of a covenant, representation, warranty or obligation of PARTICIPANT to the COMPANY. As to the grounds stated in the above-mentioned clauses (iii), (iv), and (v), such grounds will only constitute CAUSE once the COMPANY has provided PARTICIPANT written notice and PARTICIPANT has failed to cure such issue within 30 days.
(C) If PARTICIPANT’s employment is terminated by the COMPANY without CAUSE prior to the lapsing of the RESTRICTED PERIOD, such RESTRICTED PERIOD shall immediately lapse and (1) if such termination occurs within the first year of the three-year performance period, the AWARD and/or the EARNED UNITS shall be forfeited to the COMPANY, or (2) if such termination occurs after the first year of the three-year performance period, the AWARD shall remain outstanding, the number of EARNED UNITS shall be earned based upon the actual achievement of the respective performance goals over the full three-fiscal-year period and then pro-rated for the number of days PARTICIPANT was employed during the performance period, and such pro-rated number of EARNED UNITS shall become vested upon the COMMITTEE’s written certification of the achievement of such goals and payable as of the VESTING DATE notwithstanding the fact that PARTICIPANT is not employed as of the VESTING DATE and any remaining portion of the AWARD shall be forfeited to the COMPANY.
(D) If PARTICIPANT becomes totally disabled prior to the lapsing of the RESTRICTED PERIOD, such RESTRICTED PERIOD shall immediately lapse and (1) if such termination occurs after the end of the three-year performance period, the EARNED UNITS shall become fully vested and payable immediately, or (2) if such termination occurs prior to the end of the three-year performance period, the TARGET AWARD shall become fully vested and payable immediately.
(E) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY prior to the lapsing of the RESTRICTED PERIOD, such RESTRICTED PERIOD shall immediately lapse and (1) if PARTICIPANT’s death occurs after the end of the three-year performance period, the EARNED UNITS shall become fully vested and payable immediately, or (2) if PARTICIPANT’s death occurs prior to the end of the three-year performance period, the TARGET AWARD shall become fully vested and payable immediately.
(F) If PARTICIPANT retires from employment with the COMPANY and the subsidiaries and affiliates of the COMPANY at or after attaining the age of 65
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(such termination of employment, a “retirement”) prior to the lapsing of the RESTRICTED PERIOD applicable to any EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the EARNED UNITS shall become fully vested and payable as of the VESTING DATE notwithstanding the fact that PARTICIPANT is not employed as of the VESTING DATE (and, if such termination occurs prior to _____________, the number of EARNED UNITS shall be based upon the actual achievement of the respective performance goals over the full three-fiscal-year period and such EARNED UNITS shall become fully vested upon the COMMITTEE’s written certification of the achievement of such goals and payable as of the VESTING DATE notwithstanding the fact that PARTICIPANT is not employed as of the VESTING DATE and any remaining portion of the AWARD shall be forfeited to the COMPANY.
(G) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.
5. Forfeiture of AWARD.
(A) The AWARD and any EARNED UNITS shall be subject to the following additional forfeiture conditions, to which PARTICIPANT, by accepting the AWARD, agrees. If any of the events specified in Section 5(B)(i), (ii), (iii) or (iv) of this AGREEMENT occurs (a “FORFEITURE EVENT”), the following forfeiture will result:
(i) the AWARD and any EARNED UNITS held by PARTICIPANT and not then settled will be immediately forfeited and canceled upon the occurrence of the FORFEITURE EVENT; and
(ii) PARTICIPANT will be obligated to repay to the COMPANY, in cash, within five business days after demand is made therefor by the COMPANY, the total amount of “AWARD GAIN” (as defined below) realized by PARTICIPANT upon settlement of the AWARD that occurred on or after (x) the date that is twenty-four months prior to the occurrence of the FORFEITURE EVENT, if the FORFEITURE EVENT occurred while PARTICIPANT was employed by the COMPANY or a subsidiary or affiliate of the COMPANY, or (y) the date that is twenty-four months prior to the date PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY terminated, if the FORFEITURE EVENT occurred after PARTICIPANT ceased to be so employed; provided, however, that this right of recoupment shall not limit the BOARD’s recoupment authority under any applicable clawback or recoupment policy approved by the BOARD. For purposes of this Section 5, the term “AWARD GAIN” shall mean, in respect of any settlement of the AWARD granted to PARTICIPANT, the FAIR MARKET VALUE of the cash and/or SHARES of the COMPANY paid or payable to PARTICIPANT (regardless of any elective deferrals).
(B) The forfeitures specified in Section 5(A) of this AGREEMENT will be triggered upon the occurrence of any one of the following FORFEITURE EVENTS at any time during PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY, or during the twenty-four - month period following termination of such employment:
(i) PARTICIPANT, acting alone or with others, directly or indirectly, (I) engages, either as employee, employer, consultant, advisor, or director, or as an owner, investor, partner, or stockholder unless PARTICIPANT’s interest is insubstantial, in any business in an area or region in which the COMPANY or any subsidiary or affiliate of the COMPANY conducts business at the date the event occurs, which is directly in competition with a business then conducted by the COMPANY or a subsidiary or affiliate of the COMPANY; (II) induces any customer or supplier of the
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COMPANY or a subsidiary or affiliate of the COMPANY, with which the COMPANY or a subsidiary or affiliate of the COMPANY has a business relationship, to curtail, cancel, not renew, or not continue his or her or its business with the COMPANY or any subsidiary or affiliate of the COMPANY; or (III) induces, or attempts to influence, any employee of or service provider to the COMPANY or a subsidiary or affiliate of the COMPANY to terminate such employment or service. The COMMITTEE shall, in its discretion, determine which lines of business the COMPANY and the subsidiaries and affiliates of the COMPANY conduct on any particular date and which third parties may reasonably be deemed to be in competition with the COMPANY or any subsidiary or affiliate of the COMPANY. For purposes of this Section 5(B)(i), PARTICIPANT’s interest as a stockholder is insubstantial if it represents beneficial ownership of less than five percent of the outstanding class of stock, and PARTICIPANT’s interest as an owner, investor, or partner is insubstantial if it represents ownership, as determined by the COMMITTEE in its discretion, of less than five percent of the outstanding equity of the entity;
(ii) PARTICIPANT discloses, uses, sells, or otherwise transfers, except in the course of employment with or other service to the COMPANY or any subsidiary or affiliate of the COMPANY, any confidential or proprietary information of the COMPANY or any subsidiary or affiliate of the COMPANY, including but not limited to information regarding the COMPANY’s or any subsidiary’s or affiliate’s current and potential customers, organization, employees, finances, and methods of operations and investments, so long as such information has not otherwise been disclosed to the public or is not otherwise in the public domain (other than by PARTICIPANT’s breach of this provision), except as required by law or pursuant to legal process, or PARTICIPANT makes statements or representations, or otherwise communicates, directly or indirectly, in writing, orally, or otherwise, or takes any other action which may, directly or indirectly, disparage or be damaging to the COMPANY or any of the subsidiaries or affiliates of the COMPANY or their respective officers, directors, employees, advisors, businesses or reputations, except as required by law or pursuant to legal process;
(iii) PARTICIPANT fails to cooperate with the COMPANY or any subsidiary or affiliate of the COMPANY in any way, including, without limitation, by making PARTICIPANT available to testify on behalf of the COMPANY or such subsidiary or affiliate of the COMPANY in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, or otherwise fails to assist the COMPANY or any subsidiary or affiliate of the COMPANY in any way, including, without limitation, in connection with any such action, suit, or proceeding by providing information and meeting and consulting with members of management of, other representatives of, or counsel to, the COMPANY or such subsidiary or affiliate of the COMPANY, as reasonably requested; or
(iv) PARTICIPANT, during the period PARTICIPANT is employed by the COMPANY or any subsidiary or affiliate of the COMPANY and for twenty-four months thereafter (the “NON-SOLICITATION PERIOD”), alone or in conjunction with another person, (I) interferes with or harms, or attempts to interfere with or harm, the relationship of the COMPANY or any subsidiary or affiliate of the COMPANY with any person who at any time was a customer or supplier of the COMPANY or any subsidiary or affiliate of the COMPANY or otherwise had a business relationship with the COMPANY or any subsidiary or affiliate of the COMPANY; or (II) hires, solicits for hire, aids in or facilitates the hire, or causes to be hired, either as an employee, contractor or consultant, any person who is currently employed, or was employed at any time during the six-month period prior thereto, as an employee, contractor or consultant of the COMPANY or any subsidiary or affiliate of the COMPANY.
(C) Despite the conditions set forth in this Section 5, PARTICIPANT is not hereby prohibited from engaging in any activity set forth in Section 5(B)(i) of this
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AGREEMENT, including but not limited to competition with the COMPANY and the subsidiaries and affiliates of the COMPANY. Rather, the non-occurrence of the FORFEITURE EVENTS set forth in Section 5(B) of this AGREEMENT is a condition to PARTICIPANT’s right to realize and retain value from the AWARD, and the consequences under the PLAN and this AGREEMENT if PARTICIPANT engages in an activity giving rise to any such FORFEITURE EVENTS are the forfeitures specified therein and as otherwise provided in this AGREEMENT. The COMPANY and PARTICIPANT shall not be precluded by this provision or otherwise from entering into other agreements concerning the subject matter of Sections 5(A) and 5(B) of this AGREEMENT.
(D) The COMMITTEE may, in its discretion, waive in whole or in part the COMPANY’s right to forfeiture under this Section 5, but no such waiver shall be effective unless evidenced by a writing signed by a duly authorized officer of the COMPANY.
(E) In addition to the above, PARTICIPANT agrees that any of the conduct described in Sections 5(B), (ii) and (iv) of this AGREEMENT would result in irreparable injury and damage to the COMPANY for which the COMPANY would have no adequate remedy at law. PARTICIPANT agrees that in the event of such occurrence or any threat thereof, the COMPANY shall be entitled to an immediate injunction and restraining order to prevent such conduct and threatened conduct and/or continued conduct by PARTICIPANT and/or any and all persons and/or entities acting for and/or with PARTICIPANT, and without having to prove damages and to all costs and expenses incurred by the COMPANY in seeking to enforce the COMPANY’s rights under this AGREEMENT. These remedies are in addition to any other remedies to which the COMPANY may be entitled at law or in equity. PARTICIPANT agrees that the covenants of PARTICIPANT contained in Section 5(B) of this AGREEMENT are reasonable.
(F) If the COMMITTEE determines that the earlier determination as to the achievement of any performance goal or performance-based vesting criteria hereunder was based on incorrect data and that in fact the performance goal or performance-based vesting criteria had not been achieved or had been achieved to a lesser extent than originally determined and a number of the EARNED UNITS would not have been granted, earned and/or vested, given the correct data, then (i) the aggregate number of SHARES of the COMPANY subject to the TARGET AWARD set forth in Section 1 of this AGREEMENT, and/or the aggregate number of EARNED UNITS earned hereunder, shall be reduced by such number of EARNED UNITS that would not have been granted, earned and/or vested (such EARNED UNITS, the “EXCESS UNITS”), (ii) any EXCESS UNITS that have not yet vested in accordance with the terms of this AGREEMENT shall be forfeited and (iii) any SHARES of the COMPANY received upon settlement of vested EXCESS UNITS (or if such SHARES were disposed of, the cash equivalent) shall be returned to the COMPANY as provided by the COMMITTEE; provided, however, that this right of recoupment shall not limit the BOARD’s recoupment authority under any applicable clawback or recoupment policy approved by the BOARD.
6. Restrictions on Transfers of SHARES. Anything contained in this AGREEMENT or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES of the COMPANY upon any settlement of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state, federal or foreign law, rule or regulation as the COMPANY may consider appropriate; and may require PARTICIPANT in connection with the issuance of the SHARES to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance
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of the SHARES in compliance with applicable laws, rules and regulations. SHARES of the COMPANY issued and delivered upon settlement of the AWARD shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations.
7. PLAN as Controlling; PARTICIPANT Acknowledgments. All terms and conditions of the PLAN applicable to the AWARD which are not set forth in this AGREEMENT shall be deemed incorporated herein by reference. In the event that any term or condition of this AGREEMENT is inconsistent with the terms and conditions of the PLAN, the PLAN shall be deemed controlling. PARTICIPANT acknowledges receipt of a copy of the PLAN and of the Prospectus related to the PLAN. PARTICIPANT also acknowledges that all decisions, determinations and interpretations of the COMMITTEE in respect of the PLAN, this AGREEMENT and the AWARD shall be final, conclusive and binding on PARTICIPANT, all other persons interested in the PLAN and stockholders of the COMPANY.
8. AWARD Subject to Applicable Laws and COMPANY Policies. This AWARD shall be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the BOARD from time to time in accordance with applicable law. Notwithstanding anything in this AGREEMENT to the contrary, the PLAN, this AGREEMENT, and the AWARD granted hereunder shall be subject to all applicable laws, rules, regulations, listing requirements, restrictions, or governmental guidance that becomes applicable to the COMPANY, and the COMMITTEE reserves the right to modify this AGREEMENT and the AWARD as necessary to conform to any restrictions imposed by any such laws, rules, regulations, listing requirements, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the BOARD from time to time. As a condition of participating in the Plan, and by PARTICIPANT’s acceptance of the AWARD, PARTICIPANT is deemed to have agreed to any such modifications that may be imposed by the COMMITTEE, and agrees to sign such waivers or acknowledgments as the COMMITTEE may deem necessary or appropriate with respect to such modifications.
9. Governing Law. To the extent not preempted by applicable federal or foreign law, this AGREEMENT shall be governed by and construed in accordance with the laws of the State of Delaware, except with respect to provisions relating to the covenants set forth in Section 5 of this AGREEMENT, which shall be governed by the laws of the State of Ohio.
10. Rights and Remedies Cumulative. All rights and remedies of the COMPANY and of PARTICIPANT enumerated in this AGREEMENT shall be cumulative and, except as expressly provided otherwise in this AGREEMENT, none shall exclude any other rights or remedies allowed by law or in equity, and each of said rights or remedies may be exercised and enforced concurrently.
11. Captions. The captions contained in this AGREEMENT are included only for convenience of reference and do not define, limit, explain or modify this AGREEMENT or its interpretation, construction or meaning and are in no way to be construed as a part of this AGREEMENT.
12. Severability. If any provision of this AGREEMENT or the application of any provision hereof to any person or any circumstance shall be determined to be invalid
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or unenforceable, then such determination shall not affect any other provision of this AGREEMENT or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and effect, and it is the intention of each party to this AGREEMENT that if any provision of this AGREEMENT is susceptible of two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable.
13. Number and Gender. When used in this AGREEMENT, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.
14. Entire Agreement. This AGREEMENT, including the PLAN incorporated herein by reference, constitutes the entire agreement between the COMPANY and PARTICIPANT in respect of the subject matter of this AGREEMENT, and this AGREEMENT supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this AGREEMENT. No officer, employee or other servant or agent of the COMPANY, and no servant or agent of PARTICIPANT, is authorized to make any representation, warranty or other promise not contained in this AGREEMENT. Other than as set forth in Section 11(e) of the PLAN or Section 8 of this AGREEMENT, no change, termination or attempted waiver of any of the provisions of this AGREEMENT shall be binding upon either party hereto unless contained in a writing signed by the party to be charged.
15. Successors and Assigns of the COMPANY. The obligations of the COMPANY under this AGREEMENT shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the COMPANY, or upon any successor corporation or organization succeeding to substantially all of the assets and businesses of the COMPANY.
[Remainder of page intentionally left blank; signature page follows]
12
IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and PARTICIPANT has executed this AGREEMENT, in each case effective as of the GRANT DATE.
COMPANY:
ABERCROMBIE & FITCH CO.
By: [Name]
Title: [Title]
PARTICIPANT:
Printed Name:
Address:
13
Exhibit 21.1
Subsidiaries of Abercrombie & Fitch Co.
The direct and indirect subsidiaries of Abercrombie & Fitch Co at January 31, 2026, are listed below.
| Name: | State or Other Jurisdiction of Incorporation or Organization: | ||||||||||
| 1. | Abercrombie & Fitch Holding Corporation | Delaware | |||||||||
| 2. | Abercrombie & Fitch Distribution Company | Ohio | |||||||||
| 3. | Abercrombie & Fitch Management Co. | Delaware | |||||||||
| 4. | A & F Trademark, Inc. | Delaware | |||||||||
| 5. | Abercrombie & Fitch Stores, Inc. | Ohio | |||||||||
| 6. | Hollister Co. | Delaware | |||||||||
| 7. | Abercrombie & Fitch International, Inc. | Delaware | |||||||||
| 8. | Fan Company, LLC | Ohio | |||||||||
| 9. | Canoe, LLC | Ohio | |||||||||
| 10. | Crombie, LLC | Ohio | |||||||||
| 11. | DFZ, LLC | Ohio | |||||||||
| 12. | NSOP, LLC | Ohio | |||||||||
| 13. | J.M.H. Trademark, Inc. | Delaware | |||||||||
| 14. | Abercrombie & Fitch Europe SAGL | Switzerland | |||||||||
| 15. | Abercrombie & Fitch Hong Kong Limited | Hong Kong | |||||||||
| 16. | AFH Puerto Rico LLC | Ohio (Qualified in PR) | |||||||||
| 17. | A&F Canada Holding Co. | Delaware | |||||||||
| 18. | Abercrombie & Fitch Trading Co. | Ohio | |||||||||
| 19. | AFH Canada Stores Co. | Nova Scotia | |||||||||
| 20. | AFH Japan GK | Japan | |||||||||
| 21. | Abercrombie & Fitch Italia SRL | Italy | |||||||||
| 22. | AFH Stores UK Limited | United Kingdom | |||||||||
| 23. | Abercrombie & Fitch (France) SAS | France | |||||||||
| 24. | Abercrombie & Fitch (Spain) S.L. | Spain | |||||||||
| 25. | Abfico Netherlands Distribution B.V. | The Netherlands | |||||||||
| 26. | AFH Hong Kong Limited | Hong Kong | |||||||||
| 27. | A&F Hollister Ireland Limited | Ireland | |||||||||
| 28. | AFH Hong Kong Stores Limited | Hong Kong | |||||||||
| 29. | A&F HCo Stores AT GmbH | Austria | |||||||||
| 30. | AFH Belgium SRL | Belgium | |||||||||
| 31. | AFH Poland Sp. z.o.o. | Poland | |||||||||
| 32. | AFH Co. Stores Netherlands B.V. | The Netherlands | |||||||||
| 33. | AFH Fulfillment NL B.V. | The Netherlands | |||||||||
| 34. | AFH Logistics DWC-LLC | Dubai | |||||||||
| 35. | Abercrombie & Fitch Procurement Services, LLC | Ohio | |||||||||
| 36. | Hollister Co. California, LLC | California | |||||||||
| 37. | AFH Germany GmbH | Germany | |||||||||
| 38. | AFH Sweden Aktiebolag | Sweden | |||||||||
| 39. | AFH Trading (Shanghai) Co., LTD. | Peoples Republic of China | |||||||||
| 40. | AFH International Trading Shanghai Co., Ltd. | Peoples Republic of China | |||||||||
| 41. | Hollister Fashion L.L.C.* | Dubai | |||||||||
| 42. | AFH BLP HK Limited | Hong Kong | |||||||||
| 43. | Majid Al Futtaim Apparel Ready Wear/WLL** | Kuwait | |||||||||
| 44. | Abercrombie & Fitch Holding B.V. | The Netherlands | |||||||||
| 45. | Abercrombie & Fitch Worldwide Holding LLC | Ohio | |||||||||
| 46. | Abercrombie & Fitch Holding SAGL | Switzerland | |||||||||
| 47. | AFH International Trading (Shenzhen) Co., Ltd. | Peoples Republic of China | |||||||||
| 48. | Abercrombie & Fitch Global Capability Center Private Limited | India | |||||||||
| * | Subsidiary of third-party Majid Al Futtaim Lifestyle LLC (51.33%) and AFH Logistics DWC-LLC (48.67%) | ||||
| ** | A&F has no equity interest in this joint venture | ||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-15941, 333-15945, 333-60189, 333-81373, 333-100079, 333-107646, 333-107648, 333-128000, 333-145166, 333-176135, 333-212059, 333-212060, 333-218761, 333-218762, 333-227271, 333-233714, 333-239074, 333-239079, 333-259385, 333-267317 and 333-274322) of Abercrombie & Fitch Co. of our report dated March 26, 2026 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
March 26, 2026
Exhibit 24.1
POWER OF ATTORNEY
The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, hereby constitutes and appoints Fran Horowitz and Robert J. Ball, each with full power to act alone and with full power of substitution and resubstitution, as attorney-in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Annual Report on Form 10-K, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that each said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of the 26th day of March, 2026
| /s/ NIGEL TRAVIS | |||||||||||
| Nigel Travis | |||||||||||
POWER OF ATTORNEY
The undersigned officer and director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, hereby constitutes and appoints Robert J. Ball, with full power of substitution and resubstitution, as attorney-in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Annual Report on Form 10-K, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of the 26th day of March, 2026
| /s/ FRAN HOROWITZ | |||||||||||
| Fran Horowitz | |||||||||||
POWER OF ATTORNEY
The undersigned officer of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, hereby constitutes and appoints Fran Horowitz, with full power of substitution and resubstitution, as attorney-in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Annual Report on Form 10-K, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that said attorney-in-fact and agent, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of the 26th day of March, 2026
| /s/ ROBERT J. BALL | |||||||||||
Robert J. Ball | |||||||||||
POWER OF ATTORNEY
The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, hereby constitutes and appoints Fran Horowitz and Robert J. Ball, each with full power to act alone and with full power of substitution and resubstitution, as attorney-in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Annual Report on Form 10-K, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that each said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of the 26th day of March, 2026
| /s/ KERRII B. ANDERSON | |||||||||||
| Kerrii B. Anderson | |||||||||||
POWER OF ATTORNEY
The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, hereby constitutes and appoints Fran Horowitz and Robert J. Ball, each with full power to act alone and with full power of substitution and resubstitution, as attorney-in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Annual Report on Form 10-K, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that each said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of the 26th day of March, 2026
| /s/ ANDREW CLARKE | |||||||||||
| Andrew Clarke | |||||||||||
POWER OF ATTORNEY
The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, hereby constitutes and appoints Fran Horowitz and Robert J. Ball, each with full power to act alone and with full power of substitution and resubstitution, as attorney-in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Annual Report on Form 10-K, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that each said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of the 26th day of March, 2026
| /s/ SUSIE COULTER | |||||||||||
| Susie Coulter | |||||||||||
POWER OF ATTORNEY
The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, hereby constitutes and appoints Fran Horowitz and Robert J. Ball, each with full power to act alone and with full power of substitution and resubstitution, as attorney-in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Annual Report on Form 10-K, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that each said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of the 26th day of March, 2026
| /s/ JAMES A. GOLDMAN | |||||||||||
| James A. Goldman | |||||||||||
POWER OF ATTORNEY
The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, hereby constitutes and appoints Fran Horowitz and Robert J. Ball, each with full power to act alone and with full power of substitution and resubstitution, as attorney-in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Annual Report on Form 10-K, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that each said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of the 26th day of March, 2026
| /s/ HELEN E. MCCLUSKEY | |||||||||||
| Helen E. McCluskey | |||||||||||
POWER OF ATTORNEY
The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, hereby constitutes and appoints Fran Horowitz and Robert J. Ball, each with full power to act alone and with full power of substitution and resubstitution, as attorney-in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Annual Report on Form 10-K, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that each said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of the 26th day of March, 2026
| /s/ ARTURO NUÑEZ | |||||||||||
| Arturo Nuñez | |||||||||||
POWER OF ATTORNEY
The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, hereby constitutes and appoints Fran Horowitz and Robert J. Ball, each with full power to act alone and with full power of substitution and resubstitution, as attorney-in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Annual Report on Form 10-K, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that each said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of the 26th day of March, 2026
| /s/ KENNETH B. ROBINSON | |||||||||||
| Kenneth B. Robinson | |||||||||||
POWER OF ATTORNEY
The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, hereby constitutes and appoints Fran Horowitz and Robert J. Ball, each with full power to act alone and, with full power of substitution and resubstitution, as attorney-in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Annual Report on Form 10-K, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that each said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of the 26th day of March, 2026
| /s/ HELEN VAID | |||||||||||
| Helen Vaid | |||||||||||
Exhibit 31.1
CERTIFICATIONS
I, Fran Horowitz, certify that:
1. I have reviewed this Annual Report on Form 10-K of Abercrombie & Fitch Co. for the fiscal year ended January 31, 2026;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Abercrombie & Fitch Co. | ||||||||
| Date: March 26, 2026 | By: | /s/ Fran Horowitz | ||||||
| Fran Horowitz | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATIONS
I, Robert J. Ball, certify that:
1. I have reviewed this Annual Report on Form 10-K of Abercrombie & Fitch Co. for the fiscal year ended January 31, 2026;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Abercrombie & Fitch Co. | ||||||||
| Date: March 26, 2026 | By: | /s/ Robert J. Ball | ||||||
| Robert J. Ball | ||||||||
| Executive Vice President, Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
Exhibit 32.1
Certifications by Chief Executive Officer (who serves as Principal Executive Officer) and Executive Vice President, Chief Financial Officer (who serves as Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
In connection with the Annual Report of Abercrombie & Fitch Co. (the “Corporation”) on Form 10-K for the fiscal year ended January 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Fran Horowitz, Chief Executive Officer of the Corporation (serving as Principal Executive Officer of the Corporation) and Robert J. Ball, Executive Vice President, Chief Financial Officer of the Corporation (serving as Principal Financial Officer of the Corporation), certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Corporation and its subsidiaries.
| By | /s/ Fran Horowitz | By | /s/ Robert J. Ball | |||||||||||
| Fran Horowitz Chief Executive Officer (Principal Executive Officer) | Robert J. Ball Executive Vice President, Chief Financial Officer (Principal Financial Officer) | |||||||||||||
| Dated: March 26, 2026 | Dated: March 26, 2026 | |||||||||||||
* These certifications are being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. These certifications shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Corporation specifically incorporates these certifications by reference in such filing.