RH 10-Q
Rh (RH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
| (I.R.S. Employer |
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(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class) | (Trading symbol) | (Name of each exchange on which registered) |
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.
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of September 4, 2026,
RH
INDEX TO FORM 10-Q
PART I
ITEM 1. FINANCIAL STATEMENTS
RH
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | AUGUST 1, | | JANUARY 31, | ||
| 2026 | 2026 | ||||
(in thousands) | ||||||
ASSETS |
| |
| | ||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable—net |
| |
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Merchandise inventories |
| |
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Prepaid expense and other current assets |
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Total current assets |
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Property and equipment—net |
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Operating lease right-of-use assets | | | ||||
Goodwill and intangible assets—net |
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Deferred tax assets |
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Equity method investments | | | ||||
Other non-current assets |
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Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
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Accounts payable and accrued expenses | $ | | $ | | ||
Deferred revenue and customer deposits | |
| | |||
Operating lease liabilities | | | ||||
Other current liabilities |
| |
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Total current liabilities |
| |
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Asset based credit facility |
| — |
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Term loan B—net |
| |
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Term loan B-2—net |
| |
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Real estate loan—net | | | ||||
Non-current operating lease liabilities |
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Non-current finance lease liabilities | | | ||||
Deferred tax liabilities | | | ||||
Other non-current liabilities |
| |
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Total liabilities | | | ||||
Commitments and contingencies (Note 14) |
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Stockholders’ equity |
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Preferred stock—$ |
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Common stock—$ |
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Additional paid-in capital |
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Accumulated other comprehensive income |
| |
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Accumulated deficit |
| ( |
| ( | ||
Total stockholders’ equity | | | ||||
Total liabilities and stockholders’ equity | $ | | $ | | ||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
RH
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||
| AUGUST 1, | AUGUST 2, | AUGUST 1, | AUGUST 2, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
(in thousands, except share and per share amounts) | ||||||||||||
Net revenues | $ | | $ | | $ | | $ | | ||||
Cost of goods sold |
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| | | ||||||
Gross profit |
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| |
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Selling, general and administrative expenses |
| | | | | |||||||
Operating income |
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| |
| |
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Other expenses |
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Interest expense—net | | | | | ||||||||
Other income—net | ( | ( | ( | ( | ||||||||
Total other expenses |
| | |
| | | ||||||
Income before taxes and equity method investments | | |
| | | |||||||
Income tax expense | | |
| | | |||||||
Income before equity method investments | | | | | ||||||||
Share of equity method investments net (income) loss | ( | | ( | ( | ||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Weighted-average shares used in computing basic net income per share | | |
| |
| | ||||||
Basic net income per share | $ | | $ | | $ | | $ | | ||||
Weighted-average shares used in computing diluted net income per share | | |
| |
| | ||||||
Diluted net income per share | $ | | $ | | $ | | $ | | ||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
RH
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||
| AUGUST 1, | AUGUST 2, | AUGUST 1, | AUGUST 2, | ||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
(in thousands) | ||||||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Net gain (loss) from foreign currency translation | ( | |
| ( |
| | ||||||
Comprehensive income | $ | | $ | | $ | | $ | | ||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 5 |
RH
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
THREE MONTHS ENDED | |||||||||||||||||
COMMON STOCK | |||||||||||||||||
| ACCUMULATED |
| |||||||||||||||
| ADDITIONAL |
| OTHER |
| TOTAL | ||||||||||||
| PAID-IN |
| COMPREHENSIVE |
| ACCUMULATED |
| STOCKHOLDERS’ | ||||||||||
| SHARES | | AMOUNT | | CAPITAL | | INCOME (LOSS) | | DEFICIT | | EQUITY (DEFICIT) | ||||||
(in thousands, except share amounts) | |||||||||||||||||
Balances—May 2, 2026 |
| $ | |
| $ | |
| $ | |
| $ | ( |
| $ | | ||
Stock-based compensation | — | — | | — | — | | |||||||||||
Issuance of restricted stock | | — | — | — | — | — | |||||||||||
Exercise of stock options | | — | | — | — | | |||||||||||
Net income | — | — | — | — | | | |||||||||||
Net loss from foreign currency translation | — | — | — | ( | — | ( | |||||||||||
Balances—August 1, 2026 | |
| $ | |
| $ | |
| $ | |
| $ | ( |
| $ | | |
Balances—May 3, 2025 |
| $ | |
| $ | |
| $ | |
| $ | ( |
| $ | ( | ||
Stock-based compensation | — | — | | — | — | | |||||||||||
Issuance of restricted stock | | — | — | — | — | — | |||||||||||
Exercise of stock options | | — | | — | — | | |||||||||||
Net income | — | — | — | — | | | |||||||||||
Net gain from foreign currency translation | — | — | — | | — | | |||||||||||
Balances—August 2, 2025 | |
| $ | |
| $ | |
| $ | |
| $ | ( |
| $ | ( | |
SIX MONTHS ENDED | |||||||||||||||||
COMMON STOCK | |||||||||||||||||
| ACCUMULATED |
| |||||||||||||||
| ADDITIONAL |
| OTHER |
| TOTAL | ||||||||||||
| PAID-IN |
| COMPREHENSIVE |
| ACCUMULATED |
| STOCKHOLDERS’ | ||||||||||
| SHARES | | AMOUNT | | CAPITAL | | INCOME (LOSS) | | DEFICIT | | EQUITY (DEFICIT) | ||||||
(in thousands, except share amounts) | |||||||||||||||||
Balances—January 31, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||
Stock-based compensation | — | — | — | — | |||||||||||||
Issuance of restricted stock | — | — | — | — | — | ||||||||||||
Vested and delivered restricted stock units | — | ( | — | — | ( | ||||||||||||
Exercise of stock options | — | — | — | ||||||||||||||
Net income | — | — | — | — | |||||||||||||
Net loss from foreign currency translation | — | — | — | ( | — | ( | |||||||||||
Balances—August 1, 2026 |
| $ |
| $ |
| $ |
| $ | ( |
| $ | ||||||
Balances—February 1, 2025 |
| $ |
| $ |
| $ | ( |
| $ | ( |
| $ | ( | ||||
Stock-based compensation | — | — | — | — | |||||||||||||
Issuance of restricted stock | — | — | — | — | — | ||||||||||||
Vested and delivered restricted stock units | — | ( | — | — | ( | ||||||||||||
Exercise of stock options | — | — | — | ||||||||||||||
Net income | — |
| — |
| — |
| — |
|
| ||||||||
Net gain from foreign currency translation | — |
| — |
| — |
|
| — |
| ||||||||
Balances—August 2, 2025 |
| $ |
| $ |
| $ |
| $ | ( |
| $ | ( | |||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
RH
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| SIX MONTHS ENDED | |||||
|---|---|---|---|---|---|---|
| AUGUST 1, | AUGUST 2, | ||||
| 2026 | | 2025 | |||
(in thousands) | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
| ||||
Depreciation and amortization |
| | | |||
Non-cash operating lease cost | | | ||||
Stock-based compensation |
| | | |||
Asset impairments | | | ||||
Non-cash finance lease interest expense | | | ||||
Product recall | — | | ||||
Share of equity method investments net income | ( | ( | ||||
Loss on variable interest entities restructuring | | — | ||||
Distribution of return on equity method investments | | | ||||
Other non-cash items |
| | | |||
Change in assets and liabilities: |
| |||||
Accounts receivable |
| ( | | |||
Merchandise inventories |
| | | |||
Prepaid expense and other assets |
| ( | ( | |||
Landlord assets under construction—net of tenant allowances |
| ( | ( | |||
Accounts payable and accrued expenses |
| | ( | |||
Deferred revenue and customer deposits |
| | | |||
Other current liabilities |
| ( | | |||
Current and non-current operating lease liabilities |
| ( | ( | |||
Other non-current liabilities |
| ( | ( | |||
Net cash provided by operating activities |
| |
| | ||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
| ||||
Capital expenditures |
| ( | ( | |||
Acquisition of business | — | ( | ||||
Equity method investments |
| — | ( | |||
Acquisition of intangible asset | — | ( | ||||
Receipt of promissory note repayment from equity method investee | — | | ||||
Distribution of return of equity method investments | | | ||||
Proceeds from insurance recoveries | — | | ||||
Net cash used in investing activities |
| ( |
| ( | ||
| SIX MONTHS ENDED | |||||
|---|---|---|---|---|---|---|
| AUGUST 1, | AUGUST 2, | ||||
| 2026 | | 2025 | |||
(in thousands) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
| | |||
Borrowings under asset based credit facility | | | ||||
Repayments under asset based credit facility | ( | ( | ||||
Repayments under term loans | ( | ( | ||||
Repayments under real estate loans | ( | ( | ||||
Debt issuance costs |
| — | ( | |||
Principal payments under finance lease agreements—net of tenant allowances | ( | ( | ||||
Proceeds from exercise of stock options |
| | | |||
Tax withholdings related to issuance of stock-based awards | ( | ( | ||||
Net cash used in financing activities |
| ( |
| ( | ||
Effects of foreign currency exchange rate translation on cash |
| ( | | |||
Net increase in cash and cash equivalents |
| |
| | ||
Cash and cash equivalents |
|
| | |||
Beginning of period |
| |
| | ||
End of period | $ | | $ | | ||
Non-cash transactions |
|
| ||||
Property and equipment additions in accounts payable and accrued expenses at period-end | $ | | $ | | ||
Landlord asset additions in accounts payable and accrued expenses at period-end | | | ||||
Property and equipment additions acquired in VIE restructuring (Note 6) | | — | ||||
Real estate loan acquired in VIE restructuring (Note 6) | ( | — | ||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
RH
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1—THE COMPANY
Nature of Business
RH, a Delaware corporation, together with its subsidiaries (collectively, “we,” “us,” “our” or the “Company”), is a leading retailer and luxury lifestyle brand operating primarily in the home furnishings market. Our curated and fully integrated assortments are presented consistently across our sales channels, including our retail locations, websites and Sourcebooks. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, and baby, child and teen furnishings.
As of August 1, 2026, we operated a total of
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared from our records and, in our senior leadership team’s opinion, include all adjustments, consisting of normal recurring adjustments, necessary to fairly state our financial position as of August 1, 2026, and the results of operations for the three and six months ended August 1, 2026 and August 2, 2025. Our current fiscal year, which consists of 52 weeks, ends on January 30, 2027 (“fiscal 2026”).
The condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, as well as the financial information of variable interest entities (“VIEs”) where we represent the primary beneficiary and have the power to direct the activities that most significantly impact the entity’s performance (refer to Note 6—Variable Interest Entities). Accordingly, all intercompany balances and transactions have been eliminated through the consolidation process.
Certain information and disclosures normally included in the notes to annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted for purposes of these interim condensed consolidated financial statements.
The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires our senior leadership team to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material to the condensed consolidated financial statements.
We have assessed various accounting estimates and other matters, including those that require consideration of forecasted financial information, using information that is reasonably available to us at this time. The accounting estimates and other matters we have assessed include, but were not limited to, sales return reserve, inventory reserve, allowance for doubtful accounts, goodwill, and intangible and other long-lived assets. Our current assessment of these estimates is included in the condensed consolidated financial statements as of and for the three and six months ended August 1, 2026. As additional information becomes available to us, our future assessment of these estimates, as well as other factors, could change and the results of any such change could materially and adversely impact the condensed consolidated financial statements in future reporting periods.
These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the “2025 Form 10-K”).
The results of operations for the three and six months ended August 1, 2026, presented herein, are not necessarily indicative of the results to be expected for the full fiscal year.
NOTE 2—RECENTLY ISSUED ACCOUNTING STANDARDS
New Accounting Standards or Updates Adopted
Financial Instruments: Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). This new guidance provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. We adopted the ASU as of February 1, 2026 on a prospective basis and utilized the practical expedient, which did not have a material impact on our condensed consolidated financial statements.
New Accounting Standards or Updates Not Yet Adopted
Income Statement: Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This new guidance is designed to improve financial reporting by requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods, including amounts and qualitative descriptions of inventory purchases, employee compensation, depreciation and intangible asset amortization, among other requirements. In January 2025, the FASB issued ASU 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The guidance is required to be adopted on either a prospective or retrospective basis and early adoption is permitted. We are currently assessing the impact that adopting this ASU will have on our condensed consolidated financial statements.
Intangibles—Goodwill and Other—Internal-Use Software: Improvements to Accounting for Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). This new guidance amends guidance related to accounting for internal-use software development costs and clarifies the criteria for capitalization. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027. We are currently assessing the impact that adopting this ASU will have on our condensed consolidated financial statements.
Interim Reporting: Narrow-Scope Reporting
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Reporting (“ASU 2025-11”). This new guidance clarifies and improves interim reporting guidance. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027. We expect to comply with the amendments in this ASU beginning on the effective date.
NOTE 3—BUSINESS COMBINATION
On July 8, 2025, we acquired a home furnishings business operating under the brand names of Formations and Dennis & Leen for total consideration of $
During the three and six months ended August 2, 2025, we incurred $
The following table summarizes the purchase price allocation based on the fair value of the assets acquired and liabilities assumed as of July 8, 2025:
PURCHASE | |||
PRICE | |||
ALLOCATION | |||
(in thousands) | |||
Merchandise inventories | $ | | |
Property and equipment | | ||
Operating lease right-of-use assets | | ||
Goodwill(1) | | ||
Other assets | | ||
Deferred revenue and customer deposits | ( | ||
Operating lease liabilities | ( | ||
Other liabilities | ( | ||
Total | $ | | |
| (1) | Goodwill of $ |
Results of operations of the acquired company have been included in our condensed consolidated statements of income since July 8, 2025, the acquisition date. Pro forma results of the acquired business have not been presented as the results were not considered material to our condensed consolidated financial statements for all periods presented and would not have been material had the acquisition occurred at the beginning of fiscal 2025.
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 11 |
NOTE 4—PREPAID EXPENSE AND OTHER ASSETS
Prepaid expense and other current assets consisted of the following:
| | AUGUST 1, | | JANUARY 31, | ||
| 2026 | 2026 | ||||
(in thousands) | ||||||
Current portion of value added tax (VAT) receivable | $ | | $ | | ||
Prepaid expenses | | | ||||
Capitalized catalog costs | | | ||||
Vendor deposits | | | ||||
Current portion of capitalized cloud computing costs | | | ||||
Tenant allowance receivable | | | ||||
Right of return asset for merchandise |
| |
| | ||
Federal and state tax receivable | | | ||||
Promissory note receivable, including interest(1) |
| |
| | ||
Other current assets | | | ||||
Total prepaid expense and other current assets | $ | | $ | | ||
| (1) | Represents promissory note, including principal and accrued interest, due from an affiliate of the managing member of the Aspen LLCs. Refer to Note 6—Variable Interest Entities. |
Other non-current assets consisted of the following:
| | AUGUST 1, | | JANUARY 31, | ||
| 2026 | 2026 | ||||
(in thousands) | ||||||
Capitalized cloud computing costs—net(1) | $ | | $ | | ||
Landlord assets under construction—net of tenant allowances | | | ||||
Value added tax (VAT) receivable | | — | ||||
Other deposits | | | ||||
Initial direct costs prior to lease commencement | | | ||||
Vendor deposits—non-current |
| |
| | ||
Deferred financing fees |
| |
| | ||
Other non-current assets |
| |
| | ||
Total other non-current assets | $ | | $ | | ||
| (1) | Presented net of accumulated amortization of $ |
12 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
NOTE 5—GOODWILL, TRADENAMES, TRADEMARKS AND OTHER INTANGIBLE ASSETS
Goodwill, tradenames, trademarks and other intangible assets for the RH Segment and Waterworks consisted of the following:
| | RH SEGMENT | | WATERWORKS | ||||||||
| TRADENAMES, | TRADENAMES, | ||||||||||
TRADEMARKS AND | TRADEMARKS AND | |||||||||||
OTHER INTANGIBLE | OTHER INTANGIBLE | |||||||||||
| GOODWILL | ASSETS | GOODWILL(1) | ASSETS(2) | ||||||||
(in thousands) | ||||||||||||
January 31, 2026 | $ | | $ | | $ | — | $ | | ||||
Additions |
| — | | — | — | |||||||
Other(3) | — | ( | — | — | ||||||||
Foreign currency translation | ( | — | — | — | ||||||||
August 1, 2026 | $ | | $ | | $ | — | $ | | ||||
| (1) | Waterworks reporting unit goodwill of $ |
| (2) | Presented net of an impairment charge of $ |
| (3) | Represents amortization of patents and disposals. |
There are
NOTE 6—VARIABLE INTEREST ENTITIES
Restructuring
As part of a May 2026 restructuring of the Aspen LLCs (defined below) (the “May 2026 Aspen LLC Restructuring”), we received a $
Concurrently with these transactions, the membership interests in the
The impacts to our condensed consolidated financial statements from these transactions are discussed below.
Equity Method Investments
Equity method investments primarily represent our membership interests in
In March 2025 one of the three Aspen LLCs sold its sole real estate property. Subsequent to the property sale, we received $
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 13 |
In connection with the May 2026 Aspen LLC Restructuring, we recognized income of $
Additionally, upon obtaining control of the company that owns the property planned for the RH Guesthouse Aspen, we acquired its net assets and settled our preexisting lease under which we had been the lessee before the May 2026 Aspen LLC Restructuring. These transactions resulted in a non-cash loss of $
The cash distribution of $
We continue to account for the Aspen LLCs as equity method investments since we are not the primary beneficiary of these VIEs.
Additionally, Waterworks has membership interests in
Our maximum exposure to loss as of August 1, 2026 is the carrying value of our equity method investments. Additionally, we are the lessee for one lease arrangement within an Aspen LLC, which commenced as of January 31, 2026. Refer to Note 8—Leases.
Consolidated Variable Interest Entities and Noncontrolling Interests
In fiscal 2022, we formed
In fiscal 2024,
Concurrently with the May 2026 Aspen LLC Restructuring, the seven remaining Member LLCs became wholly-owned subsidiaries as the membership interests in the Member LLCs that were previously held by a third-party real estate developer were withdrawn, which had an immaterial effect on the condensed consolidated financial statements for the three and six months ended August 1, 2026. Accordingly, there are
14 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
NOTE 7—ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accounts payable and accrued expenses consisted of the following:
| | AUGUST 1, | | JANUARY 31, | ||
| 2026 | 2026 | ||||
(in thousands) | ||||||
Accounts payable | $ | | $ | | ||
Accrued compensation |
| |
| | ||
Accrued sales, use and other indirect tax |
| |
| | ||
Accrued occupancy |
| |
| | ||
Accrued freight and duty |
| |
| | ||
Accrued professional fees |
| |
| | ||
Accrued legal contingencies(1) | | | ||||
Other accrued expenses |
| |
| | ||
Total accounts payable and accrued expenses | $ | | $ | | ||
| (1) | Refer to Note 14¾Commitments and Contingencies. |
Other current liabilities consisted of the following:
| | AUGUST 1, | | JANUARY 31, | ||
| 2026 | 2026 | ||||
(in thousands) | ||||||
Allowance for sales returns | $ | | $ | | ||
Current portion of term loans | | | ||||
Finance lease liabilities | | | ||||
Unredeemed gift card and merchandise credit liability | | | ||||
Other current liabilities |
| |
| | ||
Total other current liabilities | $ | | $ | | ||
Supplier Finance Program
We facilitate a voluntary supply chain financing program (the “Financing Program”) with a third-party financial institution (the “Bank”) to provide participating suppliers with the opportunity to receive early payment on invoices, net of a discount charged to the supplier by the Bank. As of August 1, 2026 and January 31, 2026, we had $
Contract Liabilities
We defer revenue associated with merchandise delivered via the home-delivery channel. We expect that substantially all of the deferred revenue and customer deposits as of August 1, 2026 will be recognized within the next six months as the performance obligations are satisfied. In addition, we defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards. During the three months ended August 1, 2026 and August 2, 2025, we recognized $
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 15 |
Reorganization
We implemented and completed a restructuring in the second quarter of fiscal 2025 that included workforce and expense reductions in order to improve and simplify our organizational structure, streamline certain aspects of our business operations and better position us for further growth. The workforce reduction associated with this initiative included the elimination of numerous leadership and other positions throughout the organization. During the three and six months ended August 2, 2025, we incurred total charges relating to the reorganization of $
NOTE 8—LEASES
Lease costs—net consisted of the following:
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||
AUGUST 1, | | AUGUST 2, | AUGUST 1, | | AUGUST 2, | ||||||||
| | | 2026 | | 2025 | 2026 | | 2025 | |||||
(in thousands) | |||||||||||||
Operating lease costs(1) | $ | | $ | |
| $ | | $ | | ||||
Finance lease costs | |||||||||||||
Amortization of leased assets(1) | | | | | |||||||||
Interest on lease liabilities(2) | | | | | |||||||||
Variable lease costs(3) | | | | | |||||||||
Sublease income(4) | ( | ( | ( | ( | |||||||||
Total lease costs—net | $ | | $ | | $ | | $ | | |||||
| (1) | Operating lease costs and amortization of finance lease right-of-use assets are included in cost of goods sold or selling, general and administrative expenses on the condensed consolidated statements of income based on our accounting policy. |
| (2) | Included in interest expense—net on the condensed consolidated statements of income. Amounts include lease cost related to variable lease payments based on an index or rate that were not included in the measurement of the initial lease liability and right-of-use asset for finance leases, which were not material in either period presented. |
| (3) | Represents variable lease payments under operating and finance lease agreements, primarily associated with contingent rent based on a percentage of retail sales over contractual levels of $ |
| (4) | Included in selling, general and administrative expenses on the condensed consolidated statements of income. |
16 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
Lease right-of-use assets and lease liabilities consisted of the following:
AUGUST 1, | JANUARY 31, | |||||||
BALANCE SHEET CLASSIFICATION | | 2026 | | 2026 | ||||
(in thousands) | ||||||||
ASSETS | ||||||||
Operating leases(1) | $ | | $ | | ||||
Finance leases(2)(3)(4) | | | ||||||
Total lease right-of-use assets | $ | | $ | | ||||
LIABILITIES | ||||||||
Current(5) | ||||||||
Operating leases | $ | | $ | | ||||
Finance leases | | | ||||||
Total lease liabilities—current | | | ||||||
Non-current | ||||||||
Operating leases | | | ||||||
Finance leases | | | ||||||
Total lease liabilities—non-current | | | ||||||
Total lease liabilities | $ | | $ | | ||||
| (1) | Includes $ |
| (2) | Includes capitalized amounts related to our completed construction activities to design and build leased assets, which are reclassified from other non-current assets upon lease commencement. |
| (3) | Includes accumulated amortization of $ |
| (4) | Includes $ |
| (5) | Current portion of lease liabilities represents the reduction of the related lease liability over the next 12 months. |
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 17 |
The maturities of lease liabilities were as follows as of August 1, 2026:
OPERATING | FINANCE | ||||||||||
FISCAL YEAR | | LEASES | | LEASES | | TOTAL | |||||
(in thousands) | |||||||||||
Remainder of fiscal 2026 | $ | | $ | | $ | | |||||
2027 | | | | ||||||||
2028 | | | | ||||||||
2029 | | | | ||||||||
2030 | | | | ||||||||
2031 | | | | ||||||||
Thereafter | | | | ||||||||
Total lease payments(1)(2) | | | | ||||||||
Less—imputed interest(3) | ( | ( | ( | ||||||||
Present value of lease liabilities | $ | | $ | | $ | | |||||
| (1) | Total lease payments include future obligations for renewal options that are reasonably certain to be exercised and are included in the measurement of the lease liability. Total lease payments exclude $ |
| (2) | Excludes an immaterial amount of future commitments under |
| (3) | Calculated using the discount rate for each lease at lease commencement. |
Supplemental information related to leases consisted of the following:
SIX MONTHS ENDED | |||||||||||
AUGUST 1, | AUGUST 2, | ||||||||||
2026 | 2025 | ||||||||||
Weighted-average remaining lease term (years) | |||||||||||
Operating leases | |||||||||||
Finance leases | |||||||||||
Weighted-average discount rate | |||||||||||
Operating leases | % | % | |||||||||
Finance leases | % | % | |||||||||
18 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
Other information related to leases consisted of the following:
SIX MONTHS ENDED | |||||||
AUGUST 1, | AUGUST 2, | ||||||
2026 | 2025 | ||||||
(in thousands) | |||||||
Cash paid for amounts included in the measurement of lease liabilities | |||||||
Operating cash flows from operating leases | $ | ( | $ | ( | |||
Operating cash flows from finance leases | ( | ( | |||||
Financing cash flows from finance leases—net(1) | ( | ( | |||||
Total cash outflows from leases | $ | ( | $ | ( | |||
Non-cash transactions | |||||||
Lease right-of-use assets obtained in exchange for lease obligations—net of lease terminations | |||||||
Operating leases(2) | $ | | $ | | |||
Finance leases | | | |||||
Reclassification from other non-current assets to finance lease right-of-use assets | | | |||||
Reclassification from other non-current assets to operating lease right-of-use assets | | — | |||||
| (1) | Presented net of tenant allowances received subsequent to lease commencement of $ |
| (2) | Right-of-use assets obtained in exchange for new operating lease liabilities exclude the impact from acquisitions of $ |
NOTE 9—CREDIT FACILITIES AND REAL ESTATE LOAN
The outstanding balances under our credit facilities were as follows:
| AUGUST 1, | JANUARY 31, | ||||||||||||||||||
| 2026 | 2026 | ||||||||||||||||||
| UNAMORTIZED | UNAMORTIZED | ||||||||||||||||||
DEBT | NET | DEBT | NET | |||||||||||||||||
INTEREST | OUTSTANDING | ISSUANCE | CARRYING | OUTSTANDING | ISSUANCE | CARRYING | ||||||||||||||
| RATE | | AMOUNT | | COSTS | | AMOUNT | | AMOUNT | | COSTS | | AMOUNT | |||||||
(dollars in thousands) | ||||||||||||||||||||
Asset based credit facility(1) | $ | — | $ | — | $ | — | $ | | $ | — | $ | | ||||||||
Term loan B(2) | | ( | | | ( | | ||||||||||||||
Term loan B-2(3) | | ( | | | ( | | ||||||||||||||
Total credit facilities | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||||
| (1) | Deferred financing fees associated with the asset based credit facility as of August 1, 2026 and January 31, 2026 were $ |
| (2) | Represents the Term Loan Credit Agreement (defined below), of which outstanding amounts of $ |
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 19 |
| (3) | Represents the outstanding balance of the Term Loan B-2 (defined below) under the Term Loan Credit Agreement, of which outstanding amounts of $ |
Asset Based Credit Facility
On August 3, 2011, Restoration Hardware, Inc. (“RHI”), a wholly-owned subsidiary of RH, along with its Canadian subsidiary, Restoration Hardware Canada, Inc., entered into the Ninth Amended and Restated Credit Agreement (as amended prior to June 28, 2017, the “Original Credit Agreement”) by and among RHI, Restoration Hardware Canada, Inc., certain other subsidiaries of RH named therein as borrowers or guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “ABL Agent”).
On July 31, 2025, RHI entered into an Amendment (the “Amendment”) to the Original Credit Agreement, as it had been subsequently amended (as amended by the Amendment, the “ABL Credit Agreement”). The Amendment, among other things, amends the Original Credit Agreement to extend the maturity date of the ABL Credit Agreement to be the earlier of (a) July 31, 2030 and (b) the date which is 91 days prior to the final stated maturity of the Term Loan Credit Agreement and any refinancing thereof. Under the ABL Credit Agreement, RHI has a revolving line of credit with initial availability of up to $
The availability of credit at any given time under the ABL Credit Agreement will be constrained by its terms and conditions, including the amount of collateral available, a borrowing base formula based upon numerous factors, including the value of eligible inventory and eligible accounts receivable, and other restrictions contained in the ABL Credit Agreement. All obligations under the ABL Credit Agreement are secured by substantial assets of the loan parties, including inventory, receivables and certain types of intellectual property. As a result, actual borrowing availability under the revolving line of credit could be less than the stated amount of the revolving line of credit (as reduced by the actual borrowings and outstanding letters of credit under the revolving line of credit).
Borrowings under the revolving line of credit (other than swing line loans, which are subject to interest at the base rate) bear interest, at the borrower’s option, at either the base rate or the Secured Overnight Financing Rate (“SOFR”), subject to a
The ABL Credit Agreement contains various restrictive and affirmative covenants, including required financial reporting, limitations on granting certain liens, limitations on making certain loans or investments, limitations on incurring additional debt, restricted payment limitations limiting the payment of dividends and certain other transactions and distributions, limitations on transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of a similar type and size.
20 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
The ABL Credit Agreement requires a daily sweep of all cash receipts and collections to prepay the loans under the agreement while (i) an event of default exists or (ii) when the unused availability under the ABL Credit Agreement drops below the greater of (A) $
The ABL Credit Agreement contains customary representations and warranties, events of default and other customary terms and conditions for an asset based credit facility.
As of August 1, 2026, RHI had
Term Loan Credit Agreement
On October 20, 2021, RHI entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) by and among RHI as the borrower, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, the “Term Agent”) with respect to an initial term loan (the “Term Loan B”) in an aggregate principal amount equal to $
Through July 31, 2023, the Term Loan B bore interest at an annual rate based on LIBOR subject to a
On May 13, 2022, RHI entered into a 2022 Incremental Amendment (the “2022 Incremental Amendment”) with Bank of America, N.A., as administrative agent, amending the Term Loan Credit Agreement (the Term Loan Credit Agreement as amended by the 2022 Incremental Amendment, the “Amended Term Loan Credit Agreement”). Pursuant to the terms of the 2022 Incremental Amendment, RHI incurred incremental term loans (the “Term Loan B-2”) in an aggregate principal amount equal to $
The Term Loan B-2 bears interest at an annual rate based on SOFR subject to a
All obligations under the Term Loan B are guaranteed by certain domestic subsidiaries of RHI. Further, RHI and such subsidiaries have granted a security interest in substantially all of their assets (subject to customary and other exceptions) to secure the Term Loan B. Substantially all of the collateral securing the Term Loan B also secures the loans and other credit extensions under the ABL Credit Agreement. On October 20, 2021, in connection with the Term Loan Credit Agreement, RHI and certain other subsidiaries of RH party to the Term Loan Credit Agreement and the ABL Credit Agreement, as the case may be, entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with the Term Agent and the ABL Agent. The Intercreditor Agreement establishes various customary inter-lender terms, including, without limitation, with respect to priority of liens, permitted actions by each party, application of proceeds, exercise of remedies in case of default, releases of liens and certain limitations on the amendment of the ABL Credit Agreement and the Term Loan Credit Agreement without the consent of the other parties.
The borrowings under the Term Loan Credit Agreement may be prepaid in whole or in part at any time, subject to a prepayment premium of
The Term Loan Credit Agreement contains various restrictive and affirmative covenants, including required financial reporting, limitations on granting certain liens, limitations on making certain loans or investments, limitations on incurring additional debt, restricted payment limitations limiting the payment of dividends and certain other transactions and distributions, limitations on transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of a similar type and size, but provides for unlimited exceptions in the case of incurring indebtedness, granting of liens and making investments, dividend payments, and payments of material junior indebtedness, subject to satisfying specified leverage ratio tests.
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 21 |
The Term Loan Credit Agreement does not contain a financial maintenance covenant.
The Term Loan Credit Agreement contains customary representations and warranties, events of default and other customary terms and conditions for a term loan credit agreement.
Real Estate Loan
On September 9, 2022, the property company owned by a Member LLC, as defined in Note 6—Variable Interest Entities, as the borrower executed a Promissory Note (the “Promissory Note”) with a third-party bank in an aggregate principal amount equal to $
As of January 31, 2026 and August 1, 2026, the Promissory Note was secured by the assets of the property company owned by such Member LLC, which became wholly owned by us in the second quarter of fiscal 2026, and the creditor does not have recourse against RH’s general assets.
NOTE 10—FAIR VALUE MEASUREMENTS
Fair Value Measurements—Recurring
Amounts reported as cash and equivalents, receivables, and accounts payable and accrued expenses approximate fair value due to the short-term nature of activity within these accounts. The estimated fair value of the asset based credit facility approximates cost as the interest rate associated with the facility is variable and resets frequently (Level 2).
The estimated fair value and carrying value of the Term Loan Credit Agreement and the real estate loan were as follows:
| AUGUST 1, | JANUARY 31, | ||||||||||
| 2026 | 2026 | ||||||||||
| | | PRINCIPAL | | | PRINCIPAL | ||||||
FAIR | CARRYING | FAIR | CARRYING | |||||||||
VALUE | VALUE(1) | VALUE | VALUE(1) | |||||||||
(in thousands) | ||||||||||||
Term loan B | $ | | $ | | $ | | $ | | ||||
Term loan B-2 |
| | |
| |
| | |||||
Real estate loan | | | | | ||||||||
| (1) | The principal carrying values of the Term Loan B and Term Loan B-2 represent the outstanding amount under each class and exclude discounts upon original issuance and third-party offering costs. The principal carrying value of the real estate loan represents the outstanding principal balance and excludes debt issuance costs. |
The fair values of the Term Loan B and Term Loan B-2 were derived from observable bid prices (Level 1). The fair values of the real estate loan were derived from discounted cash flows using risk-adjusted rates (Level 2).
NOTE 11—INCOME TAXES
Our income tax expense and effective tax rates were as follows:
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||||||
AUGUST 1, | | AUGUST 2, | AUGUST 1, | | AUGUST 2, | |||||||||||
| | 2026 | | 2025 | 2026 | | 2025 | |||||||||
(dollars in thousands) | ||||||||||||||||
Income tax expense | $ | | $ | |
| $ | | $ | | |||||||
Effective tax rate | % | % | % | % | ||||||||||||
22 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
The increase in our effective tax rate for the three months ended August 1, 2026 compared to the three months ended August 2, 2025 is primarily attributable to reporting lower net income, as well as the impact of higher net excess tax benefits from stock-based compensation in the current period as compared to the prior period.
The decrease in our effective tax rate for the six months ended August 1, 2026 compared to the six months ended August 2, 2025 is attributable to reporting lower net income in the current period as compared to the prior period.
On July 4, 2025, the United States enacted tax legislation through the H.R.1 Reconciliation Act, commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”), which implemented several corporate tax law changes taking effect in fiscal 2025 and others through fiscal 2027. The impacts of the OBBBA are reflected in our results for the quarter ended August 1, 2026. We will continue to monitor any future changes in our business or interpretations of the new tax law that could affect our tax position in subsequent periods.
NOTE 12—NET INCOME PER SHARE
The weighted-average shares used for net income per share were as follows:
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||
| AUGUST 1, | AUGUST 2, | AUGUST 1, | AUGUST 2, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Weighted-average shares—basic | | | | | ||||||||
Effect of dilutive stock-based awards |
| | |
| | | ||||||
Weighted-average shares—diluted |
| |
| |
| |
| | ||||
The following number of options and restricted stock units were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive:
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||
| AUGUST 1, | AUGUST 2, | AUGUST 1, | AUGUST 2, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Options | | | | | ||||||||
Restricted stock units |
| | |
| | | ||||||
NOTE 13—STOCK-BASED COMPENSATION
We maintain
Equity Awards Under the Plans
Options outstanding, vested or expected to vest, and exercisable as of August 1, 2026 were as follows:
WEIGHTED- | WEIGHTED- | AGGREGATE | ||||||||||
AVERAGE | AVERAGE | INTRINSIC | ||||||||||
EXERCISE | REMAINING TERM | VALUE | ||||||||||
SHARES | | PRICE | | (in years) | | (in thousands) | ||||||
Options outstanding | | $ | | $ | | |||||||
Options vested or expected to vest | | | | |||||||||
Options exercisable | | | | |||||||||
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 23 |
Stock-based compensation, which is included in selling, general and administrative expenses on the condensed consolidated statements of income, was as follows:
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||
| AUGUST 1, | AUGUST 2, | AUGUST 1, | AUGUST 2, | ||||||||
| | 2026 | | 2025 | | 2026 | 2025 | |||||
(in thousands) | ||||||||||||
Stock-based compensation | $ | | $ | | $ | | $ | | ||||
No stock-based compensation has been capitalized in the accompanying condensed consolidated financial statements.
As of August 1, 2026, the total unrecognized stock-based compensation and weighted-average remaining term of unvested awards were as follows:
UNRECOGNIZED | WEIGHTED- | |||||
STOCK BASED | AVERAGE | |||||
COMPENSATION | REMAINING TERM | |||||
(in thousands) | (in years) | |||||
Unvested options | $ | | ||||
Unvested restricted stock and restricted stock units | | |||||
Total | $ | | ||||
NOTE 14—COMMITMENTS AND CONTINGENCIES
Commitments
We had
Contingencies
We are subject to contingencies, including in connection with lawsuits, claims, investigations and other legal proceedings incident to the ordinary course of our business. These disputes are increasing in number as we expand our business and provide new product and service offerings, such as restaurants and hospitality, and as we enter new markets and legal jurisdictions and face increased complexity related to compliance and regulatory requirements. In addition, we are subject to governmental and regulatory examinations, information requests, and investigations from time to time at the state and federal levels.
We currently face certain legal proceedings that involve complex litigation, including class action cases, matters related to our employment practices, the application of state wage-and-hour laws, product liability and other causes of action. We have faced similar litigation in the past. Due to the inherent difficulty of predicting the course of complex legal actions, including class-action allegations, such as the eventual scope, duration or outcome, we may be unable to estimate the amount or range of any potential loss that could result from an unfavorable outcome arising from such matters. Our assessment of these legal proceedings, as well as other lawsuits, could change based upon the discovery of facts that are not presently known or developments during the course of the litigation. We have settled certain class action and other cases but continue to defend a variety of legal actions and our estimates of our exposure in such cases may evolve over time. Accordingly, the ultimate costs to resolve litigation, including class action cases, may be substantially higher or lower than our estimates.
24 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
With respect to such contingencies, we review the need for any loss contingency reserves and establish reserves when, in the opinion of our senior leadership team, it is probable that a matter would result in liability, and the amount of loss, if any, can be reasonably estimated. Loss contingencies determined to be probable and estimable are included in accounts payable and accrued expenses on the condensed consolidated balance sheets (refer to Note 7—Accounts Payable, Accrued Expenses and Other Current Liabilities). These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to each matter. In view of the inherent difficulty of predicting the outcome of certain matters, particularly in cases in which claimants seek substantial or indeterminate damages, it may not be possible to determine whether a liability has been incurred or to reasonably estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no reserve is established until that time. When and to the extent that we do establish a reserve, there can be no assurance that any such recorded liability for estimated losses will be for the appropriate amount, and actual losses could be higher or lower than what we accrue from time to time. Although we believe that the ultimate resolution of our current legal proceedings will not have a material adverse effect on the condensed consolidated financial statements, the outcome of legal matters is subject to inherent uncertainty.
Although we are self-insured or maintain deductibles in the United States for workers’ compensation, general liability and product liability up to predetermined amounts, above which third-party insurance applies, depending on the facts and circumstances of the underlying claims, coverage under these or other of our insurance policies may not be available. We may elect not to renew certain insurance coverage or renewal of coverage may not be available or may be prohibitively expensive. Even if we believe coverage does apply under our insurance programs, our insurance carriers may dispute coverage based on the underlying facts and circumstances.
The outcome of any contingencies, including lawsuits, claims, investigations and other legal proceedings, could result in unexpected expenses and liability that could adversely affect our operations. In addition, any legal proceedings in which we are involved or claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of our senior leadership team’s time, result in the diversion of significant operational resources, and require changes to our business operations, policies and practices. Legal costs related to such matters are expensed as incurred.
Gain Contingencies
Settlement
In February 2026, we entered into a settlement agreement to resolve litigation pertaining to credit card interchange fees in which we received $
Tariffs
In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Subsequently, new tariffs were imposed pursuant to alternative statutory authority and are scheduled to expire after 150 days absent Congressional authorization. In April 2026, the IEEPA refund process was launched at which time we filed for refunds for tariffs previously paid in an aggregate amount of $
During the second quarter of fiscal 2026, we received IEEPA tariff refunds of $
NOTE 15—SEGMENT REPORTING
We define
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 25 |
The retail operating segments are strategic business units that offer products for the home furnishings customer. While RH Segment and Waterworks have a shared senior leadership team and customer base, we have determined that their results cannot be aggregated as they do not share similar economic characteristics, as well as due to other quantitative factors.
Segment Information
The CODM uses segment adjusted operating income to evaluate segment profitability for the retail operating segments and to allocate resources and analyze variances of actual performance to our forecasts when making decisions. Operating income is defined as net income before interest expense—net, other income—net, income tax expense and our share of equity method investments net (income) loss. Segment adjusted operating income excludes (i) legal settlements—net, (ii) variable interest entities restructuring (refer to Note 6—Variable Interest Entities), including professional fees associated with the restructuring, (iii) certain asset impairments, (iv) product recall, (v) severance costs associated with a reorganization and (vi) non-cash compensation amortization related to an option grant made to Mr. Friedman in October 2020. These items are excluded from segment adjusted operating income in order to provide better transparency of segment operating results. Accordingly, these items are not presented by segment because they are excluded from the segment profitability measure that the CODM and our senior leadership team review.
26 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
Segment net revenues, which represent our disaggregated net revenues in accordance with ASC 606, significant segment expenses and segment adjusted operating income, by reportable segment, were as follows:
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||||||||||||||||||||||||||
| AUGUST 1, | AUGUST 2, | AUGUST 1, | AUGUST 2, | ||||||||||||||||||||||||||||||||
| | 2026 | 2025 | | 2026 | 2025 | ||||||||||||||||||||||||||||||
RH SEGMENT | WATERWORKS | TOTAL(1) | RH SEGMENT | WATERWORKS | TOTAL(1) | RH SEGMENT | WATERWORKS | TOTAL(1) | RH SEGMENT | WATERWORKS | TOTAL(1) | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||||
Net revenues | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||
Cost of goods sold(2) | | | | | | | | | | | | | ||||||||||||||||||||||||
Advertising expense | | | | | | | | | | | | | ||||||||||||||||||||||||
Other segment expenses(3) | | | | | | | | | | | | | ||||||||||||||||||||||||
Segment adjusted operating income | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||
Legal settlement—net |
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Variable interest entities restructuring |
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Asset impairments |
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Product recall |
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Reorganization related costs |
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Non-cash compensation |
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Operating income |
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Interest expense—net |
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Other income—net |
| ( |
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Income before taxes and equity method investments | $ | | $ | | $ | | $ | | ||||||||||||||||||||||||||||
| (1) | All intercompany transactions are not material and have been eliminated. |
| (2) | Includes $ |
| (3) |
In the three months ended August 1, 2026 and August 2, 2025, the Real Estate segment share of equity method investments operations, which is the measure of segment profitability reviewed by the CODM to evaluate performance internally for the Real Estate segment, was income of $
Depreciation and amortization for our segments was as follows:
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||
| AUGUST 1, | AUGUST 2, | AUGUST 1, | AUGUST 2, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
(in thousands) | ||||||||||||
RH Segment | $ | | $ | | $ | | $ | | ||||
Waterworks | | | | | ||||||||
Real Estate(1) | — | — | — | — | ||||||||
Total depreciation and amortization |
| $ | |
| $ | |
| $ | |
| $ | |
| (1) | There is no depreciation and amortization for the Real Estate segment since all assets represent construction in progress. |
Balance sheet information for our segments consisted of the following:
| TRADENAMES, | |||||||||||
TRADEMARKS AND | ||||||||||||
OTHER INTANGIBLE | EQUITY METHOD | TOTAL | ||||||||||
| GOODWILL(1) | ASSETS(2) | INVESTMENTS | ASSETS | ||||||||
(in thousands) | ||||||||||||
January 31, 2026 |
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RH Segment | $ | | $ | | $ | — | $ | | ||||
Waterworks | — | | | | ||||||||
Real Estate |
| — | — | | | |||||||
Total | $ | | $ | | $ | | $ | | ||||
August 1, 2026 | ||||||||||||
RH Segment | $ | | $ | | $ | — | $ | | ||||
Waterworks | — | | | | ||||||||
Real Estate | — | — | | | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
| (1) | The Waterworks reporting unit goodwill of $ |
| (2) | The Waterworks reporting unit tradename is presented net of an impairment charge of $ |
We are domiciled in the United States and primarily operate our retail locations and outlets in the United States.
COUNT | ||
Canada | | |
United Kingdom | | |
France | | |
Germany | | |
Belgium | | |
Italy | | |
Spain | | |
Total(1) | |
| (1) | Geographic revenues generated outside of the United States did not exceed 10% of total consolidated net revenues in any fiscal period presented. |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and the results of our operations should be read together with the condensed consolidated financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes included in our 2025 Form 10-K.
Management’s discussion and analysis of financial condition and results of operations (“MD&A”) contains forward-looking statements that are subject to risks and uncertainties. Refer to “Special Note Regarding Forward-Looking Statements and Market Data” below and Item 1A—Risk Factors in our 2025 Form 10-K for a discussion of the risks, uncertainties and assumptions associated with these statements. MD&A should be read in conjunction with our historical consolidated financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, those listed in our 2025 Form 10-K.
The discussion of our financial condition and changes in our results of operations, liquidity and capital resources is presented in this section for the three and six months ended August 1, 2026, and a comparison to the three and six months ended August 2, 2025. The discussion related to cash flows for the six months ended August 2, 2025, has been omitted from this Quarterly Report on Form 10-Q, but is included in Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations on our Form 10-Q for the quarter ended August 2, 2025, filed with the Securities and Exchange Commission (“SEC”) on September 11, 2025.
MD&A is a supplement to our condensed consolidated financial statements within Part I of this Quarterly Report on Form 10-Q and is provided to enhance an understanding of our results of operations and financial condition. Our MD&A includes these primary sections:
Overview. This section provides a general description of our business, including our key value-driving strategies and an overview of certain known trends and uncertainties.
Basis of Presentation and Results of Operations. This section provides our condensed consolidated statements of income and other financial and operating data, including a comparison of our results of operations in the current period as compared to the prior year’s comparative period, as well as non-GAAP measures we use for operational decision-making and as a means to evaluate period-to-period comparisons.
Liquidity and Capital Resources. This section provides an overview of our sources and uses of cash and our financing arrangements, including our credit facilities and debt arrangements, in addition to the cash requirements for our business, such as our capital expenditures.
Critical Accounting Policies and Estimates. This section discusses the accounting policies and estimates that involve a higher degree of judgment or complexity and are most significant to reporting our consolidated results of operations and financial position, including the significant estimates and judgments used in the preparation of our condensed consolidated financial statements.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA
This Quarterly Report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “short-term,” “non-recurring,” “one-time,” “unusual,” “should,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
Forward-looking statements are subject to risk and uncertainties that may cause actual results to differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results. Matters that we identify as “short term,” “non-recurring,” “unusual,” “one-time” or other words and terms of similar meaning may, in fact, not be short term and may recur in one or more future financial reporting periods. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the section titled Risk Factors in our 2025 Form 10-K and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I of this Quarterly Report, in our Quarterly Report on Form 10-Q for the quarterly period ended May 2, 2026 and in our 2025 Form 10-K. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements, as well as other cautionary statements. You should evaluate all forward-looking statements made in this Quarterly Report in the context of these risks and uncertainties.
We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect, or that future developments affecting us will be those that we have anticipated. The forward-looking statements included in this Quarterly Report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Overview
We are a leading retailer and luxury lifestyle brand operating primarily in the home furnishings market. Our curated and fully integrated assortments are presented consistently across our sales channels, including our retail locations, websites and Sourcebooks. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, and baby, child and teen furnishings. Our retail business is fully integrated across our multiple channels of distribution. We position our Galleries as showrooms for our brand, while our websites and Sourcebooks act as virtual and print extensions of our physical spaces, respectively. We operate our retail locations throughout the United States, Canada and Europe, and we have an integrated RH Hospitality experience in 27 of our Design Gallery locations, which includes restaurants and wine bars.
We have recently undertaken efforts to introduce the most prolific collection of new products in our history, with a substantial number of new furniture and upholstery collections across RH Interiors, RH Modern, RH Outdoor, RH Baby & Child and RH Teen and the introduction of RH Estates in 2026, featuring RH Bespoke furniture and RH Couture upholstery. We believe these new collections reflect a level of design and quality inaccessible in our current market, and a value proposition that we believe will be disruptive across multiple markets.
30 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
As of August 1, 2026, we operated the following number of locations:
COUNT | ||
RH | ||
North America | ||
Design Galleries | 40 | |
Legacy Galleries | 25 | |
Outdoor Galleries | 2 | |
Modern Gallery | 1 | |
Baby & Child Gallery | 1 | |
Interior Design Studio | 1 | |
Total RH retail locations—North America | 70 | |
Europe Design Galleries | 8 | |
Total RH retail locations | 78 | |
Outlets | 44 | |
Guesthouse | 1 | |
Waterworks Showrooms | 15 |
Business Conditions
In recent years, our business has been negatively affected and limited by macroeconomic conditions, including high interest rates and mortgage rates, volatility in the global financial markets and the slowdown in the luxury home market, as well as other negative factors related to the effects of lingering higher inflation and increased costs, including higher construction expenses.
Since the majority of our product assortment is imported from vendors outside the United States, we also face uncertainty and risks related to tariffs and other trade policies, which may increase the costs of securing products from our vendors. Tariffs and other non-tariff trade practices and policies may adversely affect our business in other ways beyond increased costs for our products. We have taken steps to move our supply chain away from countries with higher tariff rates in favor of other jurisdictions, but these countermeasures may prove to be ineffective and the ability to predict tariff rates in different countries may be difficult as policies may change on short notice. For example, on February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the IEEPA. Following the U.S. Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. In April 2026, the IEEPA refund process was launched at which time we filed for refunds for tariffs previously paid in an aggregate amount of $69 million, of which $67 million was received in the second quarter of fiscal 2026. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels and whether further additional tariffs or other retaliatory actions may be imposed, modified or suspended. Uncertainty about trade policy, tariff rates and other changes in practices affecting international trade might have an adverse effect on our business and results of operations, and we may face challenges in implementing the optimal responses to changing trade conditions.
In addition, there is meaningful uncertainty related to the confluence of different macroeconomic factors that could influence business conditions in the United States and other countries in which we operate. While our expectation is that these different factors will moderate in the future, the timing and precise outlook for these improvements are uncertain. We also believe we have positioned the business to take advantage of any favorable progression in macroeconomic conditions.
Our decisions regarding the sources and uses of capital will continue to reflect and adapt to changes in market conditions and our business, including further developments with respect to macroeconomic factors.
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 31 |
For more information, refer to the sections entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors in our 2025 Form 10-K.
Key Value-Driving Strategies
In order to achieve our long-term strategies of product transformation, platform expansion and cash generation as well as drive growth across our business, we are focused on the following key strategies and business initiatives:
Product Elevation. We believe we have built the most comprehensive and compelling collection of luxury home furnishings under one brand in the world. Our products are presented across multiple collections, categories and channels that we control, and we believe their desirability and exclusivity have enabled us to achieve strong revenues and margins. Our customers know our brand concepts as RH Interiors, RH Modern, RH Outdoor, RH Beach House, RH Ski House, RH Baby & Child, RH Teen and Waterworks. Our strategy is to continue to elevate the design and quality of our product. Beginning with the mailing of our RH Interiors Sourcebook in the fall of 2023 and through additional product launches and Sourcebook mailings since then, including most recently the launch of RH Estates in 2026, we have introduced the most prolific collection of new products in our history.
Gallery Transformation. Our products are elevated and rendered more valuable by our architecturally inspiring Galleries. We believe our strategy to open new Design Galleries in every major market in the United States and Canada will unlock the value of our vast assortment, generating an expected total annual revenue opportunity of $5 to $6 billion. We believe we can increase our sales by continuing to transform our real estate platform from our existing legacy retail footprint to a portfolio of Design Galleries sized to the potential of each market and the size of our assortment. In addition, we plan to incorporate hospitality into many of the new Design Galleries that we open in the future, which we believe further elevates and renders our product and brand more valuable. We believe hospitality has created a unique new retail experience that cannot be replicated online and that the addition of hospitality drives incremental sales of home furnishings in these Galleries.
Brand Elevation. Our strategy is to move the brand beyond curating and selling product to conceptualizing and selling spaces by building an ecosystem of Products, Places, Services and Spaces that establishes the RH brand as a global thought leader, taste and place maker. We believe our seamlessly integrated ecosystem of immersive experiences inspires customers to dream, design, dine, travel and live in a world thoughtfully curated by RH, creating an impression and connection unlike any other brand in the world. Our hospitality efforts will continue to elevate the RH brand as we extend beyond the four walls of our Galleries into RH Guesthouses, where our goal is to create a new market for travelers seeking privacy and luxury in the $200 billion North American hotel industry. We entered this industry with the opening of the RH Guesthouse New York in September 2022 and are in the process of constructing our second RH Guesthouse in Aspen. In June 2023, we opened RH England, The Gallery at the Historic Aynho Park, a 400-year-old landmark estate representing one of the most inspiring and immersive physical expressions of the brand. RH England marked the beginning of our global expansion beyond North America. Additionally, we offer bespoke experiences like RH Yountville, an Integration of Food, Wine, Art & Design in the Napa Valley; RH One & RH Two, our private jets; and RH Three, our luxury yacht that is available for charter in the Caribbean and Mediterranean, where the wealthy and affluent visit and vacation. These immersive experiences expose both new and existing customers to our evolving authority in architecture, interior design and landscape architecture.
Global Expansion. We believe that our luxury brand positioning and unique aesthetic have strong international appeal and that global expansion will provide RH with a substantial opportunity to build a projected $20 to $25 billion global brand in terms of annual revenues. Our view is that the competitive global environment is more fragmented and primed for disruption than the North American market, and there is no direct competitor of scale that possesses the product, operational platform and brand strength of RH. As such, we are actively pursuing the expansion of the RH brand globally, which began with the opening of RH England, RH Munich and RH Düsseldorf in 2023, followed by the opening of RH Brussels and RH Madrid in 2024. In September 2025, we opened RH Paris, The Gallery on the Champs-Élysées, located just off the Avenue Montaigne, which stands at the global epicenter of fashion and luxury. In April 2026, we opened RH Milan, The Gallery on Corso Venezia, and in June 2026, we opened RH London, The Gallery in Mayfair. In addition, we plan to open RH Sydney, The Gallery in Double Bay, in Australia in the coming years.
32 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
Digital Reimagination. Our strategy is to digitally reimagine the RH brand and business model both internally and externally. Internally, our multiyear effort began with the reimagination of our RH Center of Innovation to incorporate digitally integrated visuals and decision data designed to amplify the creative process from product ideation to product presentation. Externally, our strategy comes to life digitally through The World of RH, an online portal where customers can explore and be inspired by the depth and dimension of our brand. We expect to continue to elevate the customer experience on The World of RH with further enhancements to content, navigation and search functionality. We believe an opportunity exists to create similar strategic separation online as we have with our Galleries offline, reconceptualizing what a website can and should be. We have made meaningful investments to elevate and differentiate our online experience in 2025, and we expect to continue investing in these initiatives in 2026.
Strategic Initiatives
As a result of the number of current business initiatives we are pursuing, we have experienced in the past, and may experience in the future, significant period-to-period variability in our financial performance and results of operations. While we anticipate that these initiatives will support the growth of our business, costs and timing issues associated with pursuing these initiatives can negatively affect our growth rates in the short term and may amplify fluctuations in our growth rates from quarter-to-quarter. Delays in the rate of opening new Galleries and pursuit of our international expansion have resulted in delays in the corresponding increase in revenues that we experience as new Design Galleries are introduced. In addition, we anticipate that our net revenues, adjusted net income and other performance metrics will remain variable as our business model continues to emphasize high growth and numerous, concurrent and evolving business initiatives.
Basis of Presentation and Results of Operations
The following table sets forth the condensed consolidated statements of income:
THREE MONTHS ENDED | SIX MONTHS ENDED |
| |||||||||||||||||||||||
AUGUST 1, | % OF NET | AUGUST 2, | % OF NET | AUGUST 1, | % OF NET | AUGUST 2, | % OF NET | ||||||||||||||||||
2026 | REVENUES | 2025 | REVENUES | 2026 | REVENUES | 2025 | REVENUES | ||||||||||||||||||
(dollars in thousands) |
| ||||||||||||||||||||||||
Net revenues | $ | 922,150 | 100.0 | % | $ | 899,151 | 100.0 | % | $ | 1,722,478 | 100.0 | % | $ | 1,713,103 | 100.0 | % | |||||||||
Cost of goods sold |
| 477,297 | 51.8 |
| 489,892 | 54.5 |
| 946,366 | 54.9 |
| 948,511 | 55.4 | |||||||||||||
Gross profit |
| 444,853 | 48.2 |
| 409,259 | 45.5 |
| 776,112 | 45.1 |
| 764,592 | 44.6 | |||||||||||||
Selling, general and administrative expenses |
| 337,280 | 36.5 |
| 280,383 | 31.2 |
| 634,296 | 36.9 |
| 579,805 | 33.8 | |||||||||||||
Operating income |
| 107,573 | 11.7 |
| 128,876 | 14.3 |
| 141,816 | 8.2 |
| 184,787 | 10.8 | |||||||||||||
Other expenses |
| ||||||||||||||||||||||||
Interest expense—net |
| 50,993 | 5.6 |
| 57,358 | 6.4 |
| 103,656 | 6.0 |
| 113,961 | 6.6 | |||||||||||||
Other income—net | (1,856) | (0.2) | (574) | (0.1) | (1,119) | (0.1) | (4,227) | (0.2) | |||||||||||||||||
Total other expenses |
| 49,137 | 5.4 |
| 56,784 | 6.3 |
| 102,537 | 5.9 |
| 109,734 | 6.4 | |||||||||||||
Income before taxes and equity method investments |
| 58,436 | 6.3 |
| 72,092 | 8.0 |
| 39,279 | 2.3 |
| 75,053 | 4.4 | |||||||||||||
Income tax expense |
| 16,249 | 1.7 |
| 19,032 | 2.1 |
| 10,347 | 0.6 |
| 22,159 | 1.3 | |||||||||||||
Income before equity method investments | 42,187 | 4.6 | 53,060 | 5.9 | 28,932 | 1.7 | 52,894 | 3.1 | |||||||||||||||||
Share of equity method investments net (income) loss | (17,980) | (1.9) | 1,352 | 0.1 | (17,538) | (1.0) | (6,853) | (0.4) | |||||||||||||||||
Net income | $ | 60,167 | 6.5 | % | $ | 51,708 | 5.8 | % | $ | 46,470 | 2.7 | % | $ | 59,747 | 3.5 | % | |||||||||
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 33 |
Non-GAAP Financial Measures
To supplement the condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we use non-GAAP financial measures, including adjusted operating income, adjusted net income, EBITDA, adjusted EBITDA, and adjusted capital expenditures (collectively, “non-GAAP financial measures”). We compute these measures by adjusting the applicable GAAP measures to remove the impact of certain recurring and non-recurring charges and gains and the tax effect of these adjustments. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that they provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by senior leadership in its financial and operational decision-making. The non-GAAP financial measures used by us in this Quarterly Report on Form 10-Q may be different from the non-GAAP financial measures, including similarly titled measures, used by other companies.
For more information on the non-GAAP financial measures, please see the reconciliation of GAAP to non-GAAP financial measures tables outlined below. These accompanying tables include details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.
Adjusted Operating Income. Adjusted operating income is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted operating income as consolidated operating income, adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance.
Reconciliation of GAAP Net Income to Operating Income and Adjusted Operating Income
THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||
| AUGUST 1, | | AUGUST 2, | | AUGUST 1, | | AUGUST 2, | |||||
2026 | 2025 | 2026 | 2025 | |||||||||
(in thousands) | ||||||||||||
Net income | $ | 60,167 | $ | 51,708 | $ | 46,470 | $ | 59,747 | ||||
Interest expense—net(1) |
| 50,993 |
| 57,358 |
| 103,656 |
| 113,961 | ||||
Other income—net(1) | (1,856) |
| (574) | (1,119) |
| (4,227) | ||||||
Income tax expense(1) |
| 16,249 |
| 19,032 |
| 10,347 |
| 22,159 | ||||
Share of equity method investments net (income) loss(1) | (17,980) | 1,352 | (17,538) | (6,853) | ||||||||
Operating income |
| 107,573 |
| 128,876 |
| 141,816 |
| 184,787 | ||||
Legal settlement—net(2) |
| — |
| — |
| (31,668) |
| — | ||||
Variable interest entities restructuring(3) | 13,640 | — | 13,640 | — | ||||||||
Asset impairments(4) |
| — |
| 3,597 |
| — |
| 3,597 | ||||
Product recall(5) |
| — |
| 1,913 |
| — |
| 1,913 | ||||
Reorganization related costs(6) |
| — |
| 1,233 |
| — |
| 1,233 | ||||
Non-cash compensation(7) | — | — | — | 851 | ||||||||
Adjusted operating income | $ | 121,213 | $ | 135,619 | $ | 123,788 | $ | 192,381 | ||||
| (1) | Refer to discussion “Three Months Ended August 1, 2026 Compared to Three Months Ended August 2, 2025” and “Six Months Ended August 1, 2026 Compared to Six Months Ended August 2, 2025” below for a discussion of our results of operations for the three and six months ended August 1, 2026 and August 2, 2025. |
| (2) | Represents a favorable legal settlement associated with credit card interchange fees, partially offset by legal costs incurred in connection with the matter. |
| (3) | Includes an $11 million non-cash loss related to the variable interest entities restructuring as described in Note 6—Variable Interest Entities in our condensed consolidated financial statements, as well as professional fees associated with the transaction. |
34 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
| (4) | Represents inventory impairment of $2.6 million and property and equipment impairment of $1.0 million, primarily related to Galleries under construction. |
| (5) | Represents costs and inventory charges associated with a product recall initiated in the second quarter of fiscal 2025. |
| (6) | Represents severance costs and related payroll taxes associated with a reorganization. |
| (7) | Represents the amortization of the non-cash compensation charge related to an option grant made to Mr. Friedman in October 2020, which stock-based compensation for this award was fully recognized as of the first quarter of fiscal 2025. |
Adjusted Net Income. Adjusted net income is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted net income as consolidated net income, adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance.
Reconciliation of GAAP Net Income to Adjusted Net Income
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||
AUGUST 1, | AUGUST 2, | AUGUST 1, | AUGUST 2, | |||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
|
| (in thousands) | ||||||||||
Net income | $ | 60,167 | $ | 51,708 | $ | 46,470 | $ | 59,747 | ||||
Adjustments pre-tax: |
| |
| |
| |
| | ||||
Legal settlement—net(1) | — | — | (31,668) | — | ||||||||
Variable interest entities restructuring(1) | 13,640 | — | 13,640 |
| — | |||||||
Asset impairments(1) | — | 3,597 | — | 3,597 | ||||||||
Product recall(1) |
| — |
| 1,913 |
| — |
| 1,913 | ||||
Reorganization related costs(1) |
| — |
| 1,233 | — | 1,233 | ||||||
Non-cash compensation(1) |
| — |
| — |
| — |
| 851 | ||||
Subtotal adjusted items |
| 13,640 |
| 6,743 |
| (18,028) |
| 7,594 | ||||
Impact of income tax items(2) | (2,663) | (1,991) |
| 5,056 |
| (84) | ||||||
Share of equity method investments net (income) loss(1) |
| (17,980) | 1,352 | (17,538) |
| (6,853) | ||||||
Adjusted net income | $ | 53,164 | $ | 57,812 | $ | 15,960 | $ | 60,404 | ||||
| (1) | Refer to table titled “Reconciliation of GAAP Net Income to Operating Income and Adjusted Operating Income” and the related footnotes for additional information. |
| (2) | We exclude the GAAP tax provision and apply a non-GAAP tax provision based upon (i) adjusted pre-tax net income, (ii) the projected annual adjusted tax rate and (iii) the exclusion of material discrete tax items that are unusual or infrequent, such as the favorable legal settlement associated with credit card interchange fees in the first quarter of fiscal 2026. The adjustments for the three months ended August 1, 2026 and August 2, 2025 are based on adjusted tax rates of 26.2% and 26.7%, respectively. The adjustments for the six months ended August 1, 2026 and August 2, 2025 are based on adjusted tax rates of 24.9% and 26.9%, respectively. |
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 35 |
EBITDA and Adjusted EBITDA. EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We define EBITDA as consolidated net income before interest expense—net, income tax expense and depreciation and amortization. Adjusted EBITDA reflects further adjustments to EBITDA to eliminate the impact of non-cash compensation, as well as certain non-recurring and other items that we do not consider representative of our underlying operating performance.
Reconciliation of GAAP Net Income to EBITDA and Adjusted EBITDA
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||
| AUGUST 1, | AUGUST 2, | AUGUST 1, | AUGUST 2, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
| (in thousands) | |||||||||||
Net income | $ | 60,167 | $ | 51,708 | $ | 46,470 | $ | 59,747 | ||||
Depreciation and amortization |
| 40,931 |
| 34,629 |
| 79,678 |
| 69,865 | ||||
Interest expense—net |
| 50,993 |
| 57,358 |
| 103,656 |
| 113,961 | ||||
Income tax expense |
| 16,249 |
| 19,032 |
| 10,347 |
| 22,159 | ||||
EBITDA |
| 168,340 |
| 162,727 |
| 240,151 |
| 265,732 | ||||
Legal settlement—net(1) | — | — | (31,668) | — | ||||||||
Share of equity method investments net (income) loss(1) |
| (17,980) |
| 1,352 |
| (17,538) |
| (6,853) | ||||
Other income—net(1) | (1,856) | (574) | (1,119) | (4,227) | ||||||||
Stock-based compensation |
| 12,493 |
| 11,633 |
| 24,412 |
| 24,007 | ||||
Variable interest entities restructuring(1) | 13,640 | — | 13,640 | — | ||||||||
Capitalized cloud computing amortization(2) | 3,912 | 3,240 | 7,581 | 6,156 | ||||||||
Asset impairments(1) |
| — |
| 3,597 |
| — |
| 3,597 | ||||
Product recall(1) |
| — |
| 1,913 |
| — |
| 1,913 | ||||
Reorganization related costs(1) | — | 1,233 | — | 1,233 | ||||||||
Adjusted EBITDA | $ | 178,549 | $ | 185,121 | $ | 235,459 | $ | 291,558 | ||||
| (1) | Refer to table titled “Reconciliation of GAAP Net Income to Operating Income and Adjusted Operating Income” and the related footnotes for additional information. |
| (2) | Represents amortization associated with capitalized cloud computing costs. |
Adjusted Capital Expenditures. We define adjusted capital expenditures as capital expenditures from investing activities and cash outflows of capital related to construction activities to design and build landlord-owned leased assets, net of tenant allowances received.
Reconciliation of Adjusted Capital Expenditures
SIX MONTHS ENDED | ||||||
AUGUST 1, | | AUGUST 2, | ||||
2026 | 2025 | |||||
|
| (in thousands) | ||||
Capital expenditures | $ | 84,859 | $ | 109,565 | ||
Landlord assets under construction—net of tenant allowances | 78,365 | 46,486 | ||||
Adjusted capital expenditures | $ | 163,224 | $ | 156,051 | ||
In addition, we also received landlord tenant allowances under finance leases subsequent to lease commencement of $6.2 million in the six months ended August 2, 2025, which are reflected as a reduction to principal payments under finance leases—net of tenant allowances within financing activities on the condensed consolidated statements of cash flows. No such amounts were received from landlords during the six months ended August 1, 2026.
36 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
Our retail location square footage metrics and activity were as follows:
| SIX MONTHS ENDED | |||||||||
| AUGUST 1, | AUGUST 2, | ||||||||
| 2026 | 2025 | ||||||||
| | TOTAL | | | TOTAL | |||||
SELLING SQUARE | SELLING SQUARE | |||||||||
COUNT | FOOTAGE(1) | COUNT | FOOTAGE(1) | |||||||
| (square footage in thousands) | |||||||||
Beginning of period | 89 |
| 1,690 |
| 83 |
| 1,527 | |||
RH Design Galleries | |
|
| |
| | ||||
Milan | 1 | 37.3 | — | — | ||||||
London | 1 | 30.1 | — | — | ||||||
Palm Desert | 1 | 9.6 | — | — | ||||||
Oklahoma City | — | — | 1 | 31.1 | ||||||
Montreal | — | — | 1 | 31.1 | ||||||
RH Legacy Gallery | ||||||||||
Short Hills, NJ (relocation) | — | 0.2 | — | — | ||||||
RH Outdoor Galleries | ||||||||||
Greenwich | — | — | 1 | 4.2 | ||||||
East Hampton | — | — | 1 | 2.6 | ||||||
RH Baby & Child and Teen Gallery | ||||||||||
Greenwich | — | — | (1) | (4.2) | ||||||
Waterworks Showroom | ||||||||||
Paris | 1 | 2.2 | — | — | ||||||
Dallas (remodel) | — | — | — | 2.4 | ||||||
End of period | 93 |
| 1,769 |
| 86 |
| 1,594 | |||
Total square footage at end of period(2) | 2,455 | 2,181 | ||||||||
| (1) | Represents retail space at our retail locations used to sell our products, as well as space for our restaurants and wine bars. Excludes backrooms at retail locations used for storage, office space, food preparation, kitchen space or similar purpose, as well as exterior sales space located outside a retail location, such as courtyards, gardens and rooftops. |
Includes approximately 130,000 square feet as of August 1, 2026 related to four owned retail locations and approximately 89,000 square feet related to three owned retail locations as of August 2, 2025.
| (2) | Includes approximately 198,000 square feet as of August 1, 2026 related to four owned retail locations and approximately 142,000 square feet related to three owned retail locations as of August 2, 2025. |
Weighted-average square footage and selling square footage are calculated based on the number of days a retail location was open during the period divided by the total number of days in the period, and were as follows:
THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||
AUGUST 1, | | AUGUST 2, | | AUGUST 1, | | AUGUST 2, | ||||||
2026 | 2025 | 2026 | 2025 | |||||||||
|
| (in thousands) | ||||||||||
Weighted-average square footage | 2,421 |
| 2,123 | 2,372 |
| 2,111 | ||||||
Weighted-average selling square footage | 1,748 | 1,548 | 1,721 | 1,538 | ||||||||
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 37 |
Three Months Ended August 1, 2026 Compared to Three Months Ended August 2, 2025
| THREE MONTHS ENDED | |||||||||||||||||
| AUGUST 1, | AUGUST 2, | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| | RH SEGMENT | | WATERWORKS | TOTAL(1) | | RH SEGMENT | | WATERWORKS | | TOTAL(1) | |||||||
| (in thousands) | |||||||||||||||||
Net revenues(2) | $ | 867,280 | $ | 54,870 | $ | 922,150 | $ | 846,717 | $ | 52,434 | $ | 899,151 | ||||||
Cost of goods sold |
| 456,061 |
| 21,236 |
| 477,297 |
| 465,811 |
| 24,081 |
| 489,892 | ||||||
Gross profit |
| 411,219 |
| 33,634 |
| 444,853 |
| 380,906 |
| 28,353 |
| 409,259 | ||||||
Selling, general and administrative expenses |
| 313,979 |
| 23,301 |
| 337,280 |
| 258,899 |
| 21,484 |
| 280,383 | ||||||
Operating income | $ | 97,240 | $ | 10,333 | $ | 107,573 | $ | 122,007 | $ | 6,869 | $ | 128,876 | ||||||
| (1) | The results for the Real Estate segment were immaterial in both the three months ended August 1, 2026 and August 2, 2025, thus, such results are presented within the RH Segment each period. Refer to Note 15—Segment Reporting in the condensed consolidated financial statements. Additionally, all intercompany transactions are not material and have been eliminated. |
| (2) | RH Segment net revenues include outlet revenues of $71 million and $72 million for the three months ended August 1, 2026 and August 2, 2025, respectively. |
Net revenues
Consolidated net revenues increased $23 million, or 2.6%, to $922 million in the three months ended August 1, 2026 compared to $899 million in the three months ended August 2, 2025.
RH Segment net revenues
RH Segment net revenues increased $21 million, or 2.4%, to $867 million in the three months ended August 1, 2026 compared to $847 million in the three months ended August 2, 2025, primarily due to an increase in hospitality revenue as a result of new Gallery openings as well as higher revenue in our core business driven by our continued product transformation and platform expansion.
Waterworks net revenues
Waterworks net revenues increased $2.4 million, or 4.6%, to $55 million in the three months ended August 1, 2026 compared to $52 million in the three months ended August 2, 2025.
Gross profit
Consolidated gross profit increased $36 million, or 8.7%, to $445 million in the three months ended August 1, 2026 compared to $409 million in the three months ended August 2, 2025. As a percentage of net revenues, consolidated gross margin increased 270 basis points to 48.2% of net revenues in the three months ended August 1, 2026 from 45.5% of net revenues in the three months ended August 2, 2025.
RH Segment gross profit
RH Segment gross profit increased $30 million, or 8.0%, to $411 million in the three months ended August 1, 2026 compared to $381 million in the three months ended August 2, 2025. As a percentage of net revenues, RH Segment gross margin increased 240 basis points to 47.4% of net revenues in the three months ended August 1, 2026 from 45.0% of net revenues in the three months ended August 2, 2025. The increase in RH Segment gross margin was primarily attributable to tariff refunds recognized in cost of goods sold of $51 million, or 590 basis points, partially offset by decreased product margins in the RH core business as well as higher occupancy costs as a result of new Gallery openings.
RH Segment gross margin in the three months ended August 2, 2025 was negatively impacted by $2.6 million of asset impairments and $1.4 million in costs related to a product recall. Excluding the $4.0 million of such costs, RH Segment gross margin would have been 50 basis points higher at 45.5% of net revenues for the three months ended August 2, 2025.
38 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
Waterworks gross profit
Waterworks gross profit increased $5.3 million, or 18.6%, to $34 million in the three months ended August 1, 2026 compared to $28 million in the three months ended August 2, 2025. As a percentage of net revenues, Waterworks gross margin increased 720 basis points to 61.3% of net revenues in the three months ended August 1, 2026 from 54.1% of net revenues in the three months ended August 2, 2025. The increase in Waterworks gross margin was primarily attributable to tariff refunds recognized in cost of goods sold of $3.7 million, or 680 basis points.
Selling, general and administrative expenses
Consolidated selling, general and administrative expenses increased $57 million, or 20.3%, to $337 million in the three months ended August 1, 2026 compared to $280 million in the three months ended August 2, 2025.
RH Segment selling, general and administrative expenses
RH Segment selling, general and administrative expenses increased $55 million, or 21.3%, to $314 million in the three months ended August 1, 2026 compared to $259 million in the three months ended August 2, 2025. RH Segment selling, general and administrative expenses were 36.2% and 30.6% of net revenues for the three months ended August 1, 2026 and August 2, 2025, respectively. The increase in selling, general and administrative expenses as a percentage of net revenues was driven by increases in advertising costs, primarily from the launch of RH Estates in the second quarter of fiscal 2026, as well as compensation, pre-opening and other corporate costs, primarily related to new Gallery openings. RH Segment selling, general and administrative expenses were also negatively impacted by $14 million of expense related to the variable interest entities restructuring.
RH Segment selling, general and administrative expenses for the three months ended August 2, 2025 was negatively impacted by $1.2 million of reorganization related costs, $1.0 million of asset impairments and $0.5 million related to a product recall.
Excluding the $14 million and $2.7 million of such costs noted above for the three months ended August 1, 2026 and August 2, 2025, respectively, RH Segment selling, general and administrative expenses would have increased 430 basis points to 34.6% from 30.3% of net revenues for the three months ended August 1, 2026 and August 2, 2025, respectively.
Waterworks selling, general and administrative expenses
Waterworks selling, general and administrative expenses increased $1.8 million, or 8.5%, to $23 million in the three months ended August 1, 2026 compared to $21 million in the three months ended August 2, 2025. Waterworks selling, general and administrative expenses were 42.5% and 41.0% of net revenues for the three months ended August 1, 2026 and August 2, 2025, respectively.
Interest expense—net
Interest expense—net consisted of the following:
| THREE MONTHS ENDED | |||||
| AUGUST 1, | AUGUST 2, | ||||
| 2026 | | 2025 | |||
| (in thousands) | |||||
Term loan interest expense | $ | 40,543 | $ | 45,157 | ||
Finance lease interest expense |
| 12,874 |
| 9,248 | ||
Other interest expense |
| 1,173 |
| 1,257 | ||
Asset based credit facility | 351 | 2,997 | ||||
Interest income |
| (2,656) |
| (366) | ||
Capitalized interest for capital projects |
| (1,292) |
| (935) | ||
Interest expense—net | $ | 50,993 | $ | 57,358 | ||
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 39 |
Other income—net
Other income—net consisted of the following:
| THREE MONTHS ENDED | ||||||
AUGUST 1, | | AUGUST 2, | |||||
| | | 2026 | | 2025 | ||
(in thousands) | |||||||
Foreign exchange from transactions(1) | $ | (386) | $ | (364) | |||
Foreign exchange from remeasurement of intercompany loans(2) | (1,470) | (210) | |||||
Other income—net | $ | (1,856) | $ | (574) | |||
| (1) | Represents net foreign exchange gains and losses related to exchange rate changes affecting foreign currency denominated transactions, primarily between the U.S. dollar as compared to the euro and pound sterling. |
| (2) | Represents remeasurement of intercompany loans with subsidiaries in Switzerland and the United Kingdom. |
Income tax expense
| THREE MONTHS ENDED | ||||||||
AUGUST 1, | | AUGUST 2, | |||||||
| | | 2026 | | 2025 | ||||
(dollars in thousands) | |||||||||
Income tax expense | $ | 16,249 | $ | 19,032 | |||||
Effective tax rate | 27.8 | % | 26.9 | % | |||||
The increase in our effective tax rate for the three months ended August 1, 2026 compared to the three months ended August 2, 2025 is primarily attributable to reporting lower net income, as well as the impact of higher net excess tax benefits from stock-based compensation in the current period as compared to the prior period.
Share of equity method investments net (income) loss
Our share of equity method investments net operations was income of $18 million and a loss of $1.4 million in the three months ended August 1, 2026 and August 2, 2025, respectively. The income in the three months ended August 1, 2026 is inclusive of income of $20 million related to the variable interest entities restructuring. Refer to Note 6—Variable Interest Entities in the condensed consolidated financial statements.
Six Months Ended August 1, 2026 Compared to Six Months Ended August 2, 2025
| SIX MONTHS ENDED | |||||||||||||||||
| AUGUST 1, | AUGUST 2, | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| RH SEGMENT | | WATERWORKS | TOTAL(1) | | RH SEGMENT | | WATERWORKS | | TOTAL(1) | ||||||||
| (in thousands) | |||||||||||||||||
Net revenues(2) | $ | 1,619,482 | $ | 102,996 | $ | 1,722,478 | $ | 1,611,715 | $ | 101,388 | $ | 1,713,103 | ||||||
Cost of goods sold |
| 902,241 |
| 44,125 |
| 946,366 |
| 901,015 |
| 47,496 |
| 948,511 | ||||||
Gross profit | 717,241 | 58,871 | 776,112 | 710,700 |
| 53,892 |
| 764,592 | ||||||||||
Selling, general and administrative expenses |
| 589,374 |
| 44,922 |
| 634,296 |
| 538,089 |
| 41,716 |
| 579,805 | ||||||
Operating income | $ | 127,867 | $ | 13,949 | $ | 141,816 | $ | 172,611 | $ | 12,176 | $ | 184,787 | ||||||
| (1) | The results for the Real Estate segment were immaterial in both the six months ended August 1, 2026 and August 2, 2025, thus, such results are presented within the RH Segment in each period. Refer to Note 15—Segment Reporting in the condensed consolidated financial statements. Additionally, all intercompany transactions are not material and have been eliminated. |
40 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
| (2) | RH Segment net revenues include outlet revenues of $141 million and $139 million for the six months ended August 1, 2026 and August 2, 2025, respectively. |
Net revenues
Consolidated net revenues increased $9.4 million, or 0.5%, to $1,722 million in the six months ended August 1, 2026 compared to $1,713 million in the six months ended August 2, 2025.
RH Segment net revenues
RH Segment net revenues increased $7.8 million, or 0.5%, to $1,619 million in the six months ended August 1, 2026 compared to $1,612 million in the six months ended August 2, 2025, primarily due to an increase in hospitality revenue driven by new Gallery openings, which was partially offset by lower revenue in our core and Contract businesses.
Waterworks net revenues
Waterworks net revenues increased $1.6 million, or 1.6%, to $103 million in the six months ended August 1, 2026 compared to $101 million in the six months ended August 2, 2025.
Gross profit
Consolidated gross profit increased $12 million, or 1.5%, to $776 million in the six months ended August 1, 2026 compared to $765 million in the six months ended August 2, 2025. As a percentage of net revenues, consolidated gross margin increased 50 basis points to 45.1% of net revenues in the six months ended August 1, 2026 from 44.6% of net revenues in the six months ended August 2, 2025.
RH Segment gross profit
RH Segment gross profit increased $6.5 million, or 0.9%, to $717 million in the six months ended August 1, 2026 from $711 million in the six months ended August 2, 2025. As a percentage of net revenues, RH Segment gross margin increased 20 basis points to 44.3% of net revenues in the six months ended August 1, 2026 from 44.1% of net revenues in the six months ended August 2, 2025. The increase in RH Segment gross margin was primarily attributable to tariff refunds recognized in cost of goods sold of $51 million, or 320 basis points, partially offset by decreased product margins in the RH core business as well as higher occupancy costs as a result of new Gallery openings.
RH Segment gross profit for the six months ended August 2, 2025 was negatively impacted by $2.6 million of asset impairments and $1.4 million of costs related to a product recall. Excluding the $4.0 million of such costs, RH Segment gross margin would have been 20 basis points higher at 44.3% of net revenues for the six months ended August 2, 2025.
Waterworks gross profit
Waterworks gross profit increased $5.0 million, or 9.2%, to $59 million in the six months ended August 1, 2026 compared to $54 million in the six months ended August 2, 2025. As a percentage of net revenues, Waterworks gross margin increased 400 basis points to 57.2% of net revenues in the six months ended August 1, 2026 from 53.2% of net revenues in the six months ended August 2, 2025. The increase in Waterworks gross margin was primarily attributable to tariff refunds recognized in cost of goods sold of $3.7 million, or 360 basis points.
Selling, general and administrative expenses
Consolidated selling, general and administrative expenses increased $54 million, or 9.4%, to $634 million in the six months ended August 1, 2026 compared to $580 million in the six months ended August 2, 2025.
RH Segment selling, general and administrative expenses
RH Segment selling, general and administrative expenses increased $51 million, or 9.5%, to $589 million in the six months ended August 1, 2026 compared to $538 million in the six months ended August 2, 2025. RH Segment selling, general and administrative expenses were 36.4% and 33.4% of net revenues in the six months ended August 1, 2026 and August 2, 2025, respectively. The increase in selling, general and administrative expenses as a percentage of net revenues was driven by increases in compensation, pre-opening and other corporate costs, primarily related to new Gallery openings, as well as higher advertising costs, primarily due to the launch of RH Estates in the second quarter of fiscal 2026. RH Segment selling, general and administrative expenses also included $14 million of expense related to the variable interest entities restructuring. These increases were partially offset by a favorable legal settlement associated with credit card interchange fees of $32 million.
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 41 |
RH Segment selling, general and administrative expenses for the six months ended August 2, 2025 was negatively impacted by $1.2 million of reorganization related costs, $1.0 million of asset impairments, $0.9 million of non-cash compensation related to an option grant made to Mr. Friedman in October 2020 and $0.5 million related to a product recall.
Excluding such $18 million net benefit and $3.6 million of costs noted above for the six months ended August 1, 2026 and August 2, 2025, respectively, RH Segment selling, general and administrative expenses would have increased 440 basis points to 37.5% from 33.1% of net revenues for the six months ended August 1, 2026 and August 2, 2025, respectively.
Waterworks selling, general and administrative expenses
Waterworks selling, general and administrative expenses increased $3.2 million, or 7.7%, to $45 million in the six months ended August 1, 2026 compared to $42 million in the six months ended August 2, 2025. Waterworks selling, general and administrative expenses were 43.6% and 41.1% of net revenues for the six months ended August 1, 2026 and August 2, 2025, respectively.
Interest expense—net
Interest expense—net consisted of the following:
| SIX MONTHS ENDED | |||||
| AUGUST 1, | AUGUST 2, | ||||
| 2026 | | 2025 | |||
| (in thousands) | |||||
Term loan interest expense | $ | 81,377 | $ | 90,397 | ||
Finance lease interest expense |
| 24,152 |
| 18,193 | ||
Other interest expense |
| 2,230 |
| 2,172 | ||
Asset based credit facility | 1,458 | 6,861 | ||||
Interest income |
| (3,049) |
| (1,947) | ||
Capitalized interest for capital projects |
| (2,512) |
| (1,715) | ||
Interest expense—net | $ | 103,656 | $ | 113,961 | ||
Other income—net
Other income—net consisted of the following in each period:
| SIX MONTHS ENDED | ||||||
AUGUST 1, | | AUGUST 2, | |||||
| | 2026 | | 2025 | |||
(in thousands) | |||||||
Foreign exchange from transactions(1) | $ | 828 | $ | (733) | |||
Foreign exchange from remeasurement of intercompany loans(2) |
| (1,947) |
| (3,494) | |||
Other income—net | $ | (1,119) | $ | (4,227) | |||
| (1) | Represents net foreign exchange gains and losses related to exchange rate changes affecting foreign currency denominated transactions, primarily between the U.S. dollar as compared to the euro and pound sterling. |
| (2) | Represents remeasurement of intercompany loans with subsidiaries in Switzerland and the United Kingdom. |
42 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
Income tax expense
| SIX MONTHS ENDED | ||||||||
AUGUST 1, | | AUGUST 2, | |||||||
| | 2026 | | 2025 | |||||
(dollars in thousands) | |||||||||
Income tax expense |
| $ | 10,347 | $ | 22,159 | ||||
Effective tax rate | 26.3 | % | 27.1 | % | |||||
The decrease in our effective tax rate for the six months ended August 1, 2026 compared to the six months ended August 2, 2025 is attributable to reporting lower net income in the current period as compared to the prior period.
Share of equity method investments net income
Our share of equity method investments net income in the six months ended August 1, 2026 was $18 million, which is inclusive of income of $20 million related to the variable interest entities restructuring. Our share of equity method investments net income in the six months ended August 2, 2025 was $6.9 million, which is inclusive of income of $7.9 million related to a capital distribution made from an Aspen LLC. Refer to Note 6—Variable Interest Entities in the condensed consolidated financial statements.
Liquidity and Capital Resources
Overview
Our principal sources of liquidity are cash flows generated from operations, our current balances of cash and cash equivalents, and amounts available under our ABL Credit Agreement.
Net debt and availability under the ABL Credit Agreement were as follows:
AUGUST 1, | JANUARY 31, | |||||
2026 | 2026 | |||||
(in thousands) | ||||||
Asset based credit facility(1) | $ | — | $ | 20,000 | ||
Term loan B(1) | 1,905,000 | 1,915,000 | ||||
Term loan B-2(1) | 481,250 | 483,750 | ||||
Notes payable for share repurchases | 315 | 315 | ||||
Total debt | $ | 2,386,565 | $ | 2,419,065 | ||
Cash and cash equivalents | (125,492) | (41,191) | ||||
Total net debt(2) | $ | 2,261,073 | $ | 2,377,874 | ||
Availability under the asset based credit facility—net(3) | $ | 334,151 | $ | 402,045 | ||
| (1) | Amounts exclude third party offering and debt issuance costs. |
| (2) | Excludes a non-recourse real estate loan of $15 million and $16 million as of August 1, 2026 and January 31, 2026, respectively, which is secured by specific real estate assets and the associated creditor does not have recourse against RH’s general assets. |
| (3) | The amount available for borrowing under the revolving line of credit under the ABL Credit Agreement is presented net of $44 million and $43 million in outstanding letters of credit as of August 1, 2026 and January 31, 2026, respectively. |
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 43 |
General
The primary cash needs of our business have historically been for merchandise inventories, payroll, rent for our retail and outlet locations, capital expenditures associated with opening new locations and related real estate investments, updating existing locations, as well as the development of our infrastructure and information technology, and Sourcebooks. We seek out and evaluate opportunities for effectively managing and deploying capital in ways that improve working capital and support and enhance our business initiatives and strategies. During fiscal 2023, we invested $1,253 million of cash, inclusive of excise taxes paid, in the purchase of shares of our common stock pursuant to our Share Repurchase Program. We continuously evaluate our capital allocation strategy and may engage in future investments in connection with existing or new share repurchase programs (refer to “Share Repurchase Program” below), which may include investments in derivatives or other equity linked instruments. We have in the past been, and continue to be, opportunistic in responding to favorable market conditions regarding both sources and uses of capital. Capital raised from debt financing arrangements has enabled us to pursue various investments, including our investments in joint ventures. We expect to continue to take an opportunistic approach regarding both sources and uses of capital in connection with our business.
We believe our capital structure provides us with substantial optionality regarding capital allocation. Our near-term decisions regarding the sources and uses of capital will continue to reflect and adapt to changes in market conditions and our business, including further developments with respect to macroeconomic factors affecting business conditions, such as trends in luxury housing, increases in interest rates, equity market performance and inflation. We believe our existing cash balances and operating cash flows, in conjunction with available financing arrangements, will be sufficient to repay our debt obligations as they become due, meet working capital requirements and fulfill other capital needs for more than the next 12 months.
While we do not anticipate that we will require additional debt financing to fund our operations, our goal is to continue to be in a position to take advantage of the many opportunities that we identify in connection with our business and operations. We have pursued in the past, and expect to continue to pursue, additional strategies to generate capital to pursue opportunities and investments, including through the strategic sale of existing assets, utilization of our credit facilities, entry into various credit agreements and other new debt financing arrangements that present attractive terms. We expect to continue to use such additional sources of debt and other financing in future periods, as well as asset sales, as a source of additional capital to fund our various investments or to refinance existing indebtedness.
To the extent we choose to secure additional sources of liquidity through incremental debt and other financing, there can be no assurances that we will be able to raise such financing on favorable terms, if at all, or that future financing requirements will not require us to raise money through an equity financing or by other means that could be dilutive to holders of our capital stock. Sales of real estate assets, including potential sale leaseback arrangements, may be dependent on market conditions. Any adverse developments in U.S. or global credit markets could affect our ability to manage our debt obligations and our ability to access future debt. In addition, agreements governing existing or new debt facilities may restrict our ability to operate our business in the manner we currently expect or to make required payments with respect to existing commitments. To the extent we need to seek waivers from any provider of debt financing, or we fail to observe the covenants or other requirements of existing or new debt facilities, any such event could have an impact on our other commitments and obligations, including triggering cross defaults or other consequences with respect to other indebtedness. Our current level of indebtedness, and any additional indebtedness that we may incur, exposes us to certain risks with regards to interest rate increases and fluctuations. Our ability to make interest payments or to refinance any of our indebtedness to manage such interest rates may be limited or negatively affected by credit market conditions, macroeconomic trends and other risks.
Credit Facilities and Debt Arrangements
We amended and restated the ABL Credit Agreement in July 2025, which provides an asset based credit facility with an initial availability of up to $600 million, of which (i) $10 million is available to the RH subsidiary Restoration Hardware Canada, Inc. and (ii) $100 million is available to the RH subsidiary, RH Geneva Sàrl. The ABL Credit Agreement includes a $300 million accordion feature under which the revolving line of credit may be expanded by agreement of the parties to the ABL Credit Agreement from $600 million to up to $900 million if and to the extent the lenders revise their credit commitments to encompass a larger facility. The accordion feature may be added as a first-in, last-out term loan facility. The ABL Credit Agreement further provides that the borrowers may request a European sub-credit facility under the revolving line of credit or under the accordion feature for borrowing by certain European subsidiaries of RH if certain conditions set out in the ABL Credit Agreement are met. The maturity date of the ABL Credit Agreement is the earlier of (a) July 31, 2030 and (b) the date which is 91 days prior to the final stated maturity of the Term Loan Credit Agreement and any refinancing thereof.
44 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
We entered into a $2,000 million term debt financing in October 2021 (the “Term Loan B”) by means of a Term Loan Credit Agreement through RHI as the borrower, Bank of America, N.A. as administrative agent and collateral agent, and the various lenders party thereto (the “Term Loan Credit Agreement”). Term Loan B has a maturity date of October 20, 2028. We are required to make quarterly principal payments of $5.0 million with respect to Term Loan B.
In May 2022, we entered into an incremental term debt financing (the “Term Loan B-2”) in an aggregate principal amount equal to $500 million by means of an amendment to the Term Loan Credit Agreement with RHI as the borrower, Bank of America, N.A. as administrative agent and the various lenders parties thereto (the “Amended Term Loan Credit Agreement”). Term Loan B-2 has a maturity date of October 20, 2028. Term Loan B-2 constitutes a separate class from the existing Term Loan B under the Term Loan Credit Agreement. We are required to make quarterly principal payments of $1.3 million with respect to Term Loan B-2.
Capital
We have invested significant capital expenditures related to construction activities to design and build landlord-owned leased assets in developing and opening new Design Galleries. We have completed some of the more significant projects regarding our new locations within the last several years, including our recent openings in Paris, Milan and London. We have incurred increased capital expenditures and other capital related to developing and opening these and other new locations due to a variety of factors, including significant increases in construction costs since the pandemic. We may still experience further cost and capital increases related to construction activities beyond our current expectations as we continue to open additional Design Galleries and other locations, which may require us to undertake upgrades to historical buildings or construct new buildings. Our adjusted capital expenditures include capital expenditures from investing activities and cash outflows of capital related to construction activities to design and build landlord-owned leased assets, net of tenant allowances received during the construction period. During the six months ended August 1, 2026, adjusted capital expenditures were $163 million in aggregate. We anticipate our adjusted capital expenditures to be $240 million to $260 million in fiscal 2026, primarily related to our growth and expansion, including construction of new Design Galleries and infrastructure investments. Nevertheless, we may elect to pursue additional capital expenditures and construction activities beyond those that are anticipated during any given fiscal period inasmuch as our strategy is to be opportunistic with respect to our investments and we may choose to pursue certain capital transactions and other projects requiring capital based on the availability and timing of unique opportunities. There are a number of macroeconomic factors and uncertainties affecting the overall business climate as well as our business, including increased inflation and construction costs as well as higher interest rates, and we may make adjustments to our allocation of capital in fiscal 2026 or beyond in response to these changing or other circumstances. We may also invest in other uses of our liquidity such as share repurchases, acquisitions and growth initiatives, including through joint ventures and real estate investments.
Certain lease arrangements require the landlord to fund a portion of the construction related costs through payments directly to us. As we develop new Galleries, as well as other potential strategic initiatives in the future like our integrated hospitality experience, we continue to explore other models for our real estate activities, which include different terms and conditions for real estate transactions. These transactions may involve longer lease terms or further purchases of real estate interests associated with new sites and buildings that we wish to develop for new Gallery locations or other aspects of our business. These approaches might require different levels of capital investment on our part than a traditional store lease with a landlord. In the event these or other capital expenditures require us to pursue additional funding sources, or to enter into future sale leasebacks or real estate divestiture transactions, we can provide no assurance that we will be successful in securing additional funding, or sale or lease of such real estate assets, on attractive terms or at all. In addition, our capital needs and uses of capital may change in the future due to changes in our business or new opportunities that we may pursue.
We have also been executing changes in our real estate strategy over a number of years, including transitioning some projects from a leasing model to a development model, where we buy and develop real estate for certain of our locations. As part of this strategy, we previously entered into joint ventures in order to develop real estate for future RH Design Galleries. As described below, in May 2026, we completed a series of transactions to unwind a substantial majority of these joint venture arrangements and as a result of these transactions we became the sole owner of several fully developed Gallery locations as well as other development-stage sites. We may elect to engage in various financing strategies with respect to some of these or other real estate assets in the future, including sales or sale leaseback transactions.
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 45 |
As part of our existing capital allocation strategy, we closed a series of transactions in May 2026 with a third-party real estate developer (affiliated with the managing member of the Aspen LLCs) and its related affiliates (collectively, the “Developer”) involving a separation of a substantial majority of assets previously owned through variable interest entities, as discussed in Note 6—Variable Interest Entities in the condensed consolidated financial statements. As a result of these transactions, we (i) received approximately $50 million in cash and $10 million in deemed non-cash capital contributions in an Aspen LLC, (ii) became the sole owner of one property previously held by an Aspen LLC that we plan to open as an RH Guesthouse, (iii) used the net cash proceeds from (i) to repay the outstanding debt on such property, and (iv) became the sole owner of four completed Gallery locations (RH England, RH Cleveland, RH Detroit and RH Indianapolis) and three other development-stage sites (involving locations in California, New Jersey and Europe). In addition, the Developer (i) became the sole owner of the undeveloped Aspen properties from the Aspen LLCs and (ii) repaid outstanding debt associated with those properties. There is no outstanding debt on any of the properties we acquired other than the $15 million remaining real estate loan on one completed Gallery that was previously included in our condensed consolidated balance sheets prior to the transactions. We believe we are now in a position to pursue near-term monetization for the properties that are now owned by us, including through sale-leasebacks and full divestitures. The remaining properties in the Aspen LLCs consist primarily of leased projects on a number of prime retail lease locations in Aspen that we believe can also be easily sold, thereby resulting in proceeds to us under our distribution rights in the Aspen LLCs.
Cash Flow Analysis
Cash flows from operating, investing, and financing activities were as follows:
| SIX MONTHS ENDED | |||||
| AUGUST 1, | AUGUST 2, | ||||
| | 2026 | | 2025 | ||
| (in thousands) | |||||
Net cash provided by operating activities | $ | 197,718 | $ | 224,319 | ||
Net cash used in investing activities |
| (42,909) |
| (134,148) | ||
Net cash used in financing activities | (70,147) | (87,239) | ||||
Net increase in cash and cash equivalents | 84,301 | 4,147 | ||||
Cash and cash equivalents at end of period | 125,492 | 34,560 | ||||
Net Cash Provided by Operating Activities
Operating activities consist primarily of net income adjusted for non-cash items, including depreciation and amortization, impairments, stock-based compensation and the effect of changes in working capital and other activities.
For the six months ended August 1, 2026, net cash provided by operating activities was $198 million and consisted of net income of $47 million and an increase in non-cash items of $190 million, partially offset by a change in working capital and other activities of $39 million. The use of cash from working capital was primarily driven by an increase in landlord assets under construction, net of tenant allowances, of $78 million, a decrease in operating lease liabilities of $55 million, a decrease in other current and non-current liabilities of $27 million, an increase in accounts receivable of $16 million and an increase in prepaid expense and other assets of $11 million. These uses of cash from working capital were partially offset by an increase in deferred revenue and customer deposits of $64 million, a decrease in merchandise inventory of $44 million and an increase in accounts payable and accrued expenses of $39 million.
Net Cash Used in Investing Activities
Investing activities consist primarily of investments in capital expenditures related to investments in retail stores, information technology and systems infrastructure, as well as supply chain investments. Investing activities also include our strategic investments.
For the six months ended August 1, 2026, net cash used in investing activities was $43 million and was comprised of investments in retail stores, information technology and systems infrastructure of $85 million. These cash outflows were partially offset by cash received from a distribution of return of equity method investments of $42 million.
46 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
Net Cash Used in Financing Activities
Financing activities consist primarily of borrowings and repayments related to credit facilities and other financing arrangements, and cash used in connection with such financing activities include investments in our share repurchase program, repayment of indebtedness, including principal payments under finance lease agreements and other equity related transactions.
For the six months ended August 1, 2026, net cash used in financing activities was $70 million, primarily due to payments under real estate loans of $32 million, net payments under the asset based credit facility of $20 million, payments under term loans of $13 million and payments under finance lease agreements of $10 million. These uses of cash were partially offset by proceeds from the exercise of stock options of $4.0 million.
Non-Cash Transactions
Non-cash transactions consist of additions of property and equipment and landlord assets under construction included in accounts payable and accrued expenses at period-end.
Non-cash transactions also include the recognition of lease right-of-use assets obtained in exchange for lease liabilities, net of lease terminations, as well as the reclassification of assets from other non-current assets to finance and operating lease right-of-use assets. Refer to Note 8—Leases in our condensed consolidated financial statements.
Additionally, non-cash transactions include property and equipment additions and a real estate loan acquired in a variable interest entities restructuring. Refer to Note 6—Variable Interest Entities in our condensed consolidated financial statements.
Cash Requirements from Contractual Obligations
Leases
We lease nearly all of our retail and outlet locations, corporate headquarters, distribution centers and home delivery center locations, as well as other storage and office space. Refer to Note 8—Leases in our condensed consolidated financial statements for further information on our lease arrangements, including the maturities of our lease liabilities.
Most lease arrangements provide us with the option to renew the leases at defined terms. The table presenting the maturities of our lease liabilities included in Note 8—Leases in our condensed consolidated financial statements includes future obligations for renewal options that are reasonably certain to be exercised and are included in the measurement of the lease liability. Amounts presented therein do not include future lease payments under leases that have not commenced or estimated contingent rent due under operating and finance leases, as well as immaterial short-term lease commitments.
Asset Based Credit Facility
Refer to Note 9—Credit Facilities and Real Estate Loan in our condensed consolidated financial statements for further information on our asset based credit facility, including the amount available for borrowing under the revolving line of credit, net of outstanding letters of credit.
Term Loan
Refer to Note 9—Credit Facilities and Real Estate Loan in our condensed consolidated financial statements for further information on our Term Loan.
Real Estate Loan
Refer to Note 9—Credit Facilities and Real Estate Loan in our condensed consolidated financial statements for further information on our real estate loan.
Share Repurchase Program
We regularly review share repurchase activity and consider various factors in determining whether and when to execute investments in connection with our share repurchase program, including, among others, current cash needs, capacity for leverage, cost of borrowings, results of operations and the market price of our common stock. We believe that our share repurchase program will continue to be an excellent allocation of capital for the long-term benefit of our shareholders. We may undertake other repurchase programs in the future with respect to our securities. Beginning January 1, 2023, share repurchases under our Share Repurchase Program (as defined below) are subject to a 1% excise tax imposed under the Inflation Reduction Act, H.R.5376 (the “IR Act”).
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 47 |
In 2018, our Board of Directors authorized a share repurchase program through open market purchases, privately negotiated transactions or other means, including through Rule 10b-18 open market repurchases, Rule 10b5-1 trading plans or through the use of other techniques such as the acquisition of other equity linked instruments, accelerated share repurchases, including through privately negotiated arrangements in which a portion of the share repurchase program is committed in advance through a financial intermediary and/or in transactions involving hedging or derivatives.
On June 2, 2022, the Board of Directors authorized an additional $2,000 million for the purchase of shares of our outstanding common stock, which increased the total authorized size of the share repurchase program to $2,450 million (the “Share Repurchase Program”). As of August 1, 2026, $201 million remains available for future share repurchases under the Share Repurchase Program.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our senior leadership to make estimates and assumptions that affect amounts reported in our condensed consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our accounting policies, estimates, and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions, and such differences could be material to our condensed consolidated financial statements.
Our senior leadership team evaluates the development and selection of our critical accounting policies and estimates and believes that certain of our significant accounting policies involve a higher degree of judgment or complexity and are most significant to reporting our consolidated results of operations and financial position and are therefore discussed as critical:
Merchandise Inventories—Reserves
Impairment—Long-Lived Assets
Lease Accounting—Determination of the Classification of New Real Estate Lease Contracts
Reasonably Certain Lease Term
Incremental Borrowing Rate
Fair Value
Variable Interest Entities
There have been no material changes to the critical accounting policies and estimates listed above from the disclosures included in the 2025 Form 10-K. For further discussion regarding these policies, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates in the 2025 Form 10-K.
Recently Issued Accounting Pronouncements
Refer to Note 2—Recently Issued Accounting Standards in the condensed consolidated financial statements within Part I of this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in our exposures to market risk since January 31, 2026. Refer to Part II, Item 7A—Quantitative and Qualitative Disclosures About Market Risk in our 2025 Form 10-K for a discussion on our exposures to market risk.
48 | 2026 SECOND QUARTER FORM 10-Q | PART I. FINANCIAL INFORMATION |
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our senior leadership team, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a 15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of August 1, 2026, the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our senior leadership team, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, that occurred during our most recent fiscal quarter ended August 1, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART I. FINANCIAL INFORMATION | 2026 SECOND QUARTER FORM 10-Q | 49 |
PART II
ITEM 1. LEGAL PROCEEDINGS
From time to time, we and/or members of our senior leadership team are involved in litigation, claims, investigations and other proceedings relating to the conduct of our business, including purported class action litigation, as well as securities class action litigation. Such legal proceedings may include claims related to our employment practices, wage and hour claims, claims of intellectual property infringement, including with respect to trademarks and trade dress, claims asserting unfair competition and unfair business practices, claims with respect to our collection and sale of reproduction products, and consumer class action claims relating to our consumer practices. In addition, from time to time, we are subject to product liability and personal injury claims for the products that we sell and the Galleries we operate. Subject to certain exceptions, our purchase orders generally require the vendor to indemnify us against any product liability claims; however, if the vendor does not have insurance or becomes insolvent, we may not be indemnified. In addition, we could face a wide variety of employee claims against us, including general discrimination, privacy, labor and employment, ERISA and disability claims. Any claims could result in litigation against us and could also result in regulatory proceedings being brought against us by various federal and state agencies that regulate our business, including the U.S. Equal Employment Opportunity Commission. Often these cases raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant senior leadership time. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses and liability and could also materially adversely affect our operations and our reputation.
For additional information, refer to Note 14—Commitments and Contingencies in the condensed consolidated financial statements within Part I of this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
We operate in a rapidly changing environment that involves a number of risks that could materially and adversely affect our business, financial condition, prospects, operating results or cash flows. For a detailed discussion of certain risks that affect our business, refer to the section entitled “Risk Factors” in our 2025 Form 10-K. There have been no material changes to the risk factors disclosed in our 2025 Form 10-K.
The risks described in our 2025 Form 10-K are not the only risks we face. We describe in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I of this Quarterly Report on Form 10-Q certain known trends and uncertainties that affect our business. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, operating results and financial condition.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Repurchases of Common Stock
There were no repurchases of our common stock during the three months ended August 1, 2026:
| | | TOTAL NUMBER OF | APPROXIMATE DOLLAR | ||||||
AVERAGE | SHARES REPURCHASED | VALUE OF SHARES THAT | ||||||||
PURCHASE | AS PART OF PUBLICLY | MAY YET BE | ||||||||
NUMBER OF | PRICE PER | ANNOUNCED PLANS | PURCHASED UNDER THE | |||||||
SHARES | SHARE | OR PROGRAMS | PLANS OR PROGRAMS(1) | |||||||
(in millions) | ||||||||||
May 3, 2026 to May 30, 2026 |
| — | $ | — | — | $ | 201 | |||
May 31, 2026 to July 4, 2026 |
| — | $ | — | — | $ | 201 | |||
July 5, 2026 to August 1, 2026 |
| — | $ | — | — | $ | 201 | |||
Total |
| — | — |
| ||||||
| (1) | Reflects the dollar value of shares that may yet be repurchased under our Share Repurchase Program. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1
During the three months ended August 1, 2026,
ITEM 6. EXHIBITS
|
| INCORPORATED BY REFERENCE | ||||||||||
EXHIBIT | | EXHIBIT DESCRIPTION | | FORM | | FILE | | DATE OF | | EXHIBIT | | FILED |
31.1 | — | — | — | — | X | |||||||
31.2 | — | — | — | — | X | |||||||
32.1 | — | — | — | — | X | |||||||
32.2 | — | — | — | — | X | |||||||
101.INS | XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | — | — | — | — | X | ||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | — | — | — | — | X | ||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | — | — | — | — | X | ||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | — | — | — | — | X | ||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | — | — | — | — | X | ||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | — | — | — | — | X | ||||||
104 | Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | — | — | — | — | X | ||||||
52 | 2026 SECOND QUARTER FORM 10-Q | PART II. OTHER INFORMATION |
SIGNATURES
Pursuant to the requirements 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.
| |||
Date: September 10, 2026 | By: | /s/ Gary Friedman | |
Gary Friedman | |||
Chairman and Chief Executive Officer | |||
(Principal Executive Officer) | |||
Date: September 10, 2026 | By: | /s/ Jack Preston | |
Jack Preston | |||
Chief Financial Officer | |||
(Principal Financial Officer) | |||
Date: September 10, 2026 | By: | /s/ Christina Hargarten | |
Christina Hargarten | |||
Chief Accounting Officer | |||
(Principal Accounting Officer) | |||