ABERCROMBIE & FITCH CO /DE/ (ANF) Business

Item 1.    Business

GENERAL

Abercrombie & Fitch Co. (“A&F”), a company incorporated in Delaware in 1996, through its subsidiaries (collectively, A&F and its subsidiaries are referred to as the “Company”), is a global, digitally-led, omnichannel retailer. The Company offers a broad assortment of apparel, personal care products and accessories for men, women and kids, which are sold primarily through its Company-owned stores and digital channels, as well as through various third-party arrangements.

The Company manages its business on a geographic basis, consisting of three reportable segments: Americas; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”). Corporate functions and other income and expenses are evaluated on a consolidated basis and are not allocated to the Company’s segments and therefore are included as a reconciling item between segment and total operating income.

The Company’s brand families include Abercrombie brands and Hollister brands. These brands share a commitment to offering unique products of enduring quality and exceptional comfort that allow customers around the world to express their own individuality and style.

The Company’s fiscal year ends on the Saturday closest to January 31. This typically results in a fifty-two-week year, but occasionally gives rise to an additional week, resulting in a fifty-three-week year, as was the case in Fiscal 2023. Fiscal years are designated in the Consolidated Financial Statements and Notes thereto, as well as the remainder of this Annual Report on Form 10-K, by the calendar year in which the fiscal year commenced. All references herein to the Company’s fiscal years are as follows:

For additional information about the Company’s business, see “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” as well as “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA,” of this Annual Report on Form 10-K.

SEGMENT AND BRAND INFORMATION

The Company determines its segments after taking into consideration a variety of factors, including its organizational structure and the basis that it uses to allocate resources and assess performance. The Company manages its business on a geographic basis, consisting of three reportable segments: Americas; EMEA; and APAC.

The Company’s segments are as follows:

The Company’s brand families include Abercrombie brands and Hollister brands, each sharing a commitment to offer products of enduring quality and exceptional comfort that support global customers on their journey to being and becoming who they are.

Additional information concerning the Company’s segment and geographic information is contained in Note 18, “SEGMENT REPORTING” of the Notes to Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K.

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STRATEGY AND KEY BUSINESS PRIORITIES

The Company remains committed to, and confident in, its vision of being a global, digitally-led, omnichannel retailer and continues to evaluate corporate growth opportunities and initiatives that support this vision.

Over the last several years, A&F Co. has worked to successfully transform its brands, business and culture, while delivering on its financial commitments. As the Company looks forward, it’s focused on evaluating opportunities that continue to deliver sustainable, profitable growth. The Company expects to:

•Deliver Consistent Global Growth Across Brands by investing in owned-and-operated channels with the expectation of continued net sales growth, including through net new store openings, digital fulfillment, and marketing.

•Expand Channels and Categories by increasing net sales growth in new and select markets through the use of franchise, wholesale, and licensing partnerships. The Company also plans to expand into new, adjacent product categories that resonate with each brand’s target customer.

•Execute a Multifaceted Strategy that includes evaluating sourcing footprint, adjusting pricing or promotions, and expense reduction initiatives to stabilize product and operating costs in attempt to meaningfully mitigate external cost pressure, including near-term tariff impacts.

•Enhance and Modernize our Key Systems and Leverage Technology to support operational productivity and to improve the customer journey.

•Execute Financial Discipline to maintain double-digit operating margins and expand net income per diluted share.

The Company’s strategic priorities continue to evolve based on changing consumer demands and new strategic opportunities, and management reviews and prioritizes investments and strategic focus areas to address such demands and opportunities.

OVERVIEW OF OPERATIONS

Omnichannel Initiatives

As customer shopping preferences continue to evolve and customers increasingly shop across multiple channels, the Company aims to create best-in-class customer experiences and grow total company profitability by delivering improvements through a continuous test-and-learn approach. Digital platforms remain a driver for customer engagement and sales, with a majority of sales continuing to be through digital channels for the Abercrombie brands. Despite this concentration in digital channels, stores continue to comprise a majority of sales for the Hollister brand’s customer. Additionally, stores continue to be an important part of our customers’ omnichannel experience. The Company believes that the customers’ shopping experience is improved by its offering of omnichannel capabilities, which include purchase-online-pickup-in-store, ship-from-store, and cross-channel returns. These features allow our customers ease of access to shop the brands’ and a seamless transition between in-store and online offerings.

Digital Operations

In order to continuously improve the customer experience, including providing a more seamless and consistent shopping experience across channels, the Company continues to invest in its digital infrastructure. Such investments have included replacement of our merchandising ERP system, which went live in March 2026. Refer to “ITEM 1A. RISK FACTORS - Our inability to successfully manage our multi-year ERP system transformations, including the implementation of our new merchandising and human capital management systems, as well as any future system transformations, may adversely affect our business and results of operations or the effectiveness of our internal controls over financial reporting.” of this Annual Report on Form 10-K for further discussion.

As part of its digital operations, the Company utilizes emerging technologies, including AI, to support business processes and the customer experience. The Company has the capability to ship merchandise to customers in more than 105 countries and process transactions in 21 currencies and through 17 forms of payment globally. The Company operates desktop and mobile websites for its brands globally, which are available in various local languages. The Company also operates four mobile applications that provide an enhanced mobile shopping experience to the customer and provide us with customer insights. The Company continues to develop and invest its mobile capabilities as mobile engagement continues to grow, with over 89% of the Company’s digital traffic generated from mobile devices in Fiscal 2025. In addition, in its efforts to expand its global brand reach, the Company also partners with certain third-party e-commerce platforms.

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Store Operations

The Company has a goal of finding the right size, right location and right economics for omni-enabled stores that cater to local customers. During Fiscal 2025, the Company opened 62 new store locations, remodeled 47 store locations, right-sized an additional 11 store locations and closed 22 stores. The Company’s stores continue to play an essential role in creating brand awareness and serving as physical gateways to the brands. Stores also serve as local hubs for online engagement as the Company continues to evolve its omnichannel capabilities to create seamless shopping experiences.

As of January 31, 2026, all of the retail stores operated by the Company are located in leased facilities, primarily in shopping centers. These leases generally have initial terms of between one and ten years. Certain leases also include early termination options, which can be exercised under specific conditions. The leases expire at various dates between Fiscal 2026 and Fiscal 2038.

Franchise, License, and Wholesale Operations

The Company seeks to expand its global brand reach, create brand awareness and develop local presence through various franchise, licensing, and wholesale arrangements. The Company has franchise agreements under which it provides third-party partners the right to sell its product and operate stores in various geographic regions, including the Middle East, Central America, South America, and Asia.

The Company also has license agreements under which it acts as a licensee, with various third parties providing the Company with the rights to sell apparel and accessories with licensed trademarks, such as collegiate and professional sports teams. The Company also acts as licensor under licensing agreements under which the Company provides licenses to third-party partners to manufacture and sell designated products, such as certain new and existing apparel categories, eyewear, and fragrances. As of January 31, 2026, the Company had wholesale partnerships, primarily in the Americas and EMEA.

Store Count

As of January 31, 2026, the Company operated 829 retail stores and the Company’s franchisees operated 60 franchise stores across the Company’s regions and brands as detailed in the table below.

For Company-owned store count and gross square footage by geographic region and brand as of January 31, 2026, and February 1, 2025, refer to “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of this Annual Report on Form 10-K.

SOURCING OF MERCHANDISE INVENTORY

The Company uses an agile inventory model to help manage inventory costs and production volumes to reflect customer demand trends. Specifically the Company’s inventory model is intended to help enable optimization of inventory levels, increase speed and response time to react to customer demand and preferences, and promote operational agility. The Company works with its network of third-party vendors to supply compelling, high-quality product assortments to its customers. These vendors are expected to operate in compliance with the laws of their respective countries and all other applicable laws, rules, and regulations and have committed to follow the standards set forth in the Company’s Vendor Code of Conduct, regarding human rights, labor rights, environmental responsibility, and workplace safety.

The Company sourced merchandise through approximately 124 vendors located in 15 countries, including the U.S., during Fiscal 2025. Approximately 37% and 26% of cost of merchandise receipts during Fiscal 2025 were from vendors located in Vietnam and Cambodia, respectively. The Company’s largest vendor accounted for approximately 8% of merchandise sourced in Fiscal 2025, based on the cost of sourced merchandise. The Company believes its product sourcing is appropriately distributed among vendors. Refer to “ITEM 1A. RISK FACTORS - We depend upon independent third parties for the manufacture and delivery of our merchandise, and a disruption of the manufacture or delivery of our merchandise could have a material adverse impact on our business” and “Changes in tariff policy regarding merchandise produced in, and raw materials sourced from, certain countries have and could continue to adversely affect our business” of this Annual Report on Form 10-K for further discussion of risks related to sourcing of our merchandise.

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DISTRIBUTION OF MERCHANDISE INVENTORY

The Company’s distribution network is built to deliver inventory to Company-operated and global franchise stores and fulfill digital and wholesale orders with speed and efficiency. Generally, merchandise is shipped directly from vendors to the Company’s distribution centers, where it is received and inspected before being shipped to the Company’s stores or its digital or wholesale customers.

The Company relies on both Company-owned and third-party distribution centers to manage the receipt, storage, sorting, packing and distribution of its merchandise. Additional information pertaining to certain of the Company’s distribution centers as of January 31, 2026 follows:

The Company primarily used seven contract carriers to ship merchandise and related materials to its North American customers, and several contract carriers for its global customers outside of North America during Fiscal 2025.

CUSTOMER ENGAGEMENT

The Company engages with its customers through in-store and digital interactions, loyalty programs, social media platforms, mobile applications, online surveys and customer reviews, and continues to evolve in response to the feedback it receives through these channels. The Company’s customer relationship management strategies support the Company’s development of direct relationships with its customers and allow the Company to harness insights. Our brands have strong global followings on key social media platforms, and the Company also partners with brand representatives, influencers, celebrities, and athletes to market its products and communicate its brands’ identities. The Company aims to be at the forefront of customer engagement and continues to explore new methods to connect with its customers.

The Company also offers its loyalty programs, Abercrombie’s myAbercrombie® and Hollister’s Hollister House Rewards®. The Company believes that these programs are important enablers of its customer engagement strategy as the Company aims to seamlessly interact and connect with customers across all touchpoints through members-only offers, items, and experiences. Under these loyalty programs, customers accumulate points primarily based on purchase activity and earn rewards as points are converted at certain thresholds. These rewards can be redeemed for merchandise discounts either in-store or online. In addition to earning and redeeming awards, loyalty members may receive other benefits at specified spending threshold tiers, such as free shipping and extended return windows. The loyalty programs continue to provide timely customer insights and personalization opportunities, and the Company believes these programs generate repeat business and contribute to higher average transaction value.

COMPETITION

The Company operates in a rapidly evolving and highly competitive retail business environment. Competitors include individual and chain specialty apparel retailers; local, regional, national and global department stores; discount stores, fast fashion,

value fashion and off-price retailers; social commerce; and digitally-native brands and online-exclusive businesses. Additionally, the Company competes for consumers’ discretionary spending with businesses in other product and experiential categories such as technology, restaurants, travel and media content.

The Company competes primarily on the basis of differentiating its brands from those of its competition through product, providing high quality and newness; brand voice, amplifying and consolidating brand messaging; and experience, investing in immersive, participatory omnichannel shopping environments.

Operating in a highly competitive industry environment can cause the Company to engage in greater than expected promotional activity, which would result in pressure on average unit retail and profitability. Refer to “ITEM 1A. RISK FACTORS - Our failure to operate effectively in a highly competitive and constantly evolving industry could have a material adverse impact on our business” of this Annual Report on Form 10-K for further discussion of the potential impacts competition may have on the Company.

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SEASONAL BUSINESS

Historically, the Company’s operations have been seasonal in nature and consist of two principal selling seasons: the spring season, which includes the first and second fiscal quarters (“Spring”) and the fall season, which includes the third and fourth fiscal quarters (“Fall”). Due to the seasonal nature of the retail apparel industry, the results of operations for any current period are not necessarily indicative of the results expected for the full fiscal year and the Company could have significant fluctuations in certain asset and liability accounts. The Company historically experiences its greatest sales activity during the Fall season due to back-to-school and holiday sales periods. Refer to “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of this Annual Report on Form 10-K for further discussion.

TRADEMARKS

The trademarks Abercrombie & Fitch®, abercrombie®, Hollister®, Gilly Hicks®, and the “Moose” and “Seagull” logos are registered with the U.S. Patent and Trademark Office and registered, or the Company has applications for registration pending, with the registries of countries in key markets within the Company’s sales and distribution channels. In addition, these trademarks are either registered, or the Company has applications for registration pending, with the registries of many of the foreign countries in which the manufacturers of the Company’s products are located. The Company has also registered, or has applied to register, certain other trademarks in the U.S. and around the world. The Company believes its products are identified by its trademarks and, therefore, its trademarks are of significant value. Each registered trademark has a duration of 10 to 20 years, depending on the date it was registered, and the country in which it is registered, and is subject to an indefinite number of renewals for a like period upon continued use and appropriate application. The Company intends to continue using its core trademarks and to timely renew each of its registered trademarks that remain in use.

INFORMATION TECHNOLOGY SYSTEMS

The Company’s owned and third-party-operated management information technology systems consist of a full range of retail, merchandising, human resource and financial systems. These systems include applications related to point-of-sale, digital operations, inventory management, supply chain, planning, sourcing, merchandising, payroll, scheduling and financial reporting. The Company continues to invest in technology to upgrade its core systems, including its merchandising and human capital management ERP systems and modernizing its key data platforms, to enhance reporting and analytics, create efficiencies and to support its digital operations, omnichannel capabilities, customer relationship management tools and loyalty programs.

WORKING CAPITAL

Refer to “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of this Annual Report on Form 10-K for a discussion of the Company’s cash requirements and sources of cash available for working capital needs and investment opportunities.

HUMAN CAPITAL MANAGEMENT

The Company strives to create a culture that drives strategic and key business priorities forward, while being welcoming and inclusive, encouraging associates to impact their global communities positively. The Company believes that the strength of its unique culture is a competitive advantage, and intends to continue building upon that culture to improve performance across its business.

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Therefore, the Company believes that the attraction, retention, and management of qualified talent are integral to its success.  The Company has policies and practices in place that are focused on creating a culture and work environment free from abuse, harassment or discrimination of any kind. Highlights of our key human capital management programs and efforts include the following:

•Living a corporate purpose of “Being here for you on the journey to being and becoming who you are.” The Company’s corporate purpose was developed after conducting listening sessions with our associates and customers, and by weaving in key themes from each of the brand purposes.

•Offering competitive compensation and benefits to help the Company attract, motivate, and retain the key talent necessary to achieve outstanding business and financial results. The Company’s compensation offerings include cash-based and equity-based incentive awards for eligible associates in order to align the interests of those associates with our stockholders. In addition, the Company continues to provide hybrid and remote work arrangements for corporate home office associates where feasible, including “work from anywhere” days and weeks. We also support our associates and their families beyond our competitive compensation with comprehensive benefits offerings based on associate eligibility and geographic location. For example, we provide eligible associates with paid parental leave in the United States and internationally based on local law, as well as adoption and fertility support benefits to all eligible associates globally.

•Improving associate engagement through open communication channels with a focus on associate experience. The Company regularly holds all-Company meetings that enable us to communicate with our associates. The Company also collects feedback through various engagement surveys throughout the year to better understand the associate experience and drive improvements, with the most recent organization-wide survey conducted in January 2026.

•Fostering associate development by providing a wide variety of growth and development opportunities throughout associates’ careers.  This includes structured development programs, access to online skill development platforms, stretch assignments, internal career pathing, self-awareness exercises, and active coaching. The Company also uses leadership standards to help associates identify the core behaviors essential for their career growth, as well as personal growth, on their journey at the Company. Resources in support of these efforts include the Company’s internal job board, which empowers associates to apply for open roles and/or to seek advancement opportunities within the Company, as well as formalized talent reviews to discuss associate development opportunities.

•Aiming to create a culture of belonging and working to ensure that all associates feel respected and represented. We believe that when we do this, we are stronger across every aspect of our business. The Company follows core principles to embed a sense of community into our organization and promote inclusion and belonging, including having a workforce that reflects the communities we serve, building a leadership team that reflects the values of our workforce, welcoming all associates to participate in any of our associate resource groups, and driving fairness through our compensation and benefits offerings.

•Encouraging community involvement of our associates by promoting various charitable, philanthropic, and social awareness programs, which the Company believes fosters a collaborative and rewarding work environment. The Company provides support to global organizations in the form of cash donations, volunteerism, and in-kind support. In partnership with its vendor partners, customers, and associates, the Company is proud to support community partners serving youth, teens, and young adults with a focus on mental health and wellness, empowerment, and inclusion. The Company offers our associates a paid volunteer day each year for eligible volunteer work.

•Focusing on the health and safety of our associates by investing in various wellness programs that are designed to enhance the physical, financial, and mental well-being of our associates globally. The Company provides benefits-eligible associates and their families with access to free and confidential counseling through our Employee Assistance Program, as well as free access to a meditation and mindfulness app. The Company also provides regular programming on financial planning and mental health.

Associates

The Company employed approximately 43,200 associates globally as of January 31, 2026, of whom approximately 36,600 were part-time associates. As of January 31, 2026, the Company employed approximately 34,800 associates in the U.S., and employed approximately 8,400 associates outside of the U.S. The Company employs temporary, seasonal associates at times, particularly during Fall, when it experiences its greatest sales activity due to back-to-school and holiday sales periods.

The proportion of associates represented by works councils and unions is not significant and is generally limited to associates in the Company’s European stores.

Board Oversight

A&F’s Board of Directors (the “Board of Directors”) and its committees oversee human capital matters. The Compensation and Human Capital Committee of the Board of Directors oversees the Company’s overall compensation structure, policies and programs, as well as administration of the Company’s cash-based and equity-based performance award programs. The Compensation and Human Capital Committee further reviews and monitors the Company’s human capital management strategies, programs, policies and practices, including those relating to organizational structure and key reporting relationships, as well as recruitment, retention, and development of the Company’s associates. The Board of Directors reviews succession plans for the Company’s executive officers and discusses human capital matters with senior leadership.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The Company’s executive officers serve at the pleasure of the Board of Directors. Set forth below is certain information regarding the executive officers of the Company as of March 26, 2026:

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GOVERNMENT REGULATIONS

As a global organization, the Company is subject to the laws and regulations of the U.S. and multiple foreign jurisdictions in which it operates. These laws and regulations include a broad range of matters, including, but not limited to: trade, transportation and logistic laws, including tariffs and import and export regulations; tax laws and regulations; product and consumer safety laws; anti-bribery and corruption laws; employment and labor laws; antitrust or competition laws; data privacy or cybersecurity laws; and environmental regulations.

Laws and regulations have had, and may continue to have, a material impact on the Company’s operations as described further within “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Annual Report on Form 10-K.

Refer to “ITEM 1A. RISK FACTORS” of this Annual Report on Form 10-K for a discussion of the potential impacts regulatory matters may have on the Company in the future, including those related to environmental matters. Compliance with government laws and regulations has not had a material effect on the Company’s capital expenditures, earnings or competitive position.

OTHER INFORMATION

A&F makes available free of charge on its website, corporate.abercrombie.com, under the “Investors – Financials & Filings - SEC Filings” section, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after A&F electronically files such material with, or furnishes it to, the Securities and Exchange Commission (the “SEC”). A&F also makes available free of charge in the same section of its website its definitive proxy materials filed pursuant to Section 14 of the Exchange Act, as soon as reasonably practicable after A&F electronically files such proxy materials with the SEC. The SEC maintains a website that contains electronic filings by A&F and other issuers at www.sec.gov.

A&F has included certain of its website addresses throughout this filing as textual references only. Information on the A&F websites shall not be deemed incorporated by reference into, and do not form any part of, this Annual Report on Form 10-K or any other report or document that A&F files with or furnishes to the SEC.