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OXFORD INDUSTRIES INC (OXM) Business

Verbatim Item 1 Business section from OXFORD INDUSTRIES INC's latest 10-K. Filing date: 2026-03-27. Accession: 0000075288-26-000026.

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Item 1.   Business

BUSINESS AND PRODUCTS

Overview

We are a leading branded apparel company that designs, sources, markets and distributes products bearing the trademarks of our portfolio of lifestyle brands: Tommy Bahama, Lilly Pulitzer, Johnny Was, Southern Tide, TBBC, Duck Head and Jack Rogers.

Our business strategy is to drive excellence across a portfolio of lifestyle brands that create sustained, profitable growth. We consider lifestyle brands to be those brands that have a clearly defined and targeted point of view inspired by an appealing lifestyle or attitude. Furthermore, we believe lifestyle brands that create an emotional connection can command greater loyalty and higher price points and create licensing opportunities. We believe the attraction of a lifestyle brand depends on creating compelling product, effectively communicating the respective lifestyle brand message and distributing products to consumers where and when they want them. We believe the principal competitive factors in the apparel industry are the reputation, value, and image of brand names; design of differentiated, innovative or otherwise compelling product; consumer preference; price; quality; marketing; product fulfillment capabilities; and customer service. Our ability to compete successfully in the apparel industry is dependent on our proficiency in foreseeing changes and trends in fashion and consumer preference and presenting appealing products for consumers. Our design-led, commercially informed lifestyle brand operations strive to provide exciting, differentiated fashion products each season as well as certain core products that consumers expect from us.

To further strengthen each lifestyle brand’s connections with consumers, we directly communicate through digital and print media on a regular basis with our loyal consumers, including the more than 2.5 million who have transacted with us in the last year. We believe our ability to effectively communicate the images, lifestyle and products of our brands and create an emotional connection with consumers is critical to the success of our brands, as evidenced by our advertising which engages our consumers by conveying the lifestyle of the brand.

We believe the attraction of each of our lifestyle brands is a direct result of years of maintaining appropriate quality and design, and managing the distribution of our products. We believe this approach to quality, design, distribution and communication has been critical in allowing us to achieve the current retail price points, high gross margins and success for our brands.

During Fiscal 2025, 82% of our consolidated net sales were through our direct to consumer channels of distribution, which consist of our brand specific full-price retail stores, e-commerce websites and outlets, as well as our Tommy Bahama food and beverage operations. During Fiscal 2025, the breakdown of our consolidated net sales by direct to consumer channel was as follows: full-price retail of $509 million, or 35%; e-commerce of $506 million, or 34%; food and beverage of $121 million, or 8%; and outlet operations of $74 million, or 5%. Our direct to consumer operations provide us with the opportunity to interact directly with our customers, present to them a broad assortment of our current season products and immerse them in the theme of the lifestyle brand. We believe that presenting our products in a digital or physical setting specifically designed to showcase the lifestyle on which the brands are based enhances the image of our brands.

Our brand-specific e-commerce business remains a key profitable component of our omni-channel strategy. The gross margin profile of our e-commerce sales generally enables us to absorb incremental picking, packing and freight costs associated with direct-to-consumer fulfillment while maintaining a high profit margin on e-commerce sales.

Our 315 full-price retail stores allow us the opportunity to carry a full line of current season merchandise, including apparel, accessories and other products, all presented in an aspirational brand-specific atmosphere. We believe that our full-price retail stores provide high visibility for our brands and products and allow us to stay close to the preferences of our consumers. Further, we believe that our presentation of products and our strategy to operate the full-price retail stores with limited in-store promotional activities enhance the value and reputation of our lifestyle brands and, in turn, strengthen our business and relationships with key wholesale customers. Approximately one-half of our full-price retail stores are located in warm weather resort or travel-to destinations and states. We believe there are still opportunities

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for new stores in both warmer and colder climates as we believe the more important consideration is whether the location attracts the affluent consumer that we are targeting.

Additionally, our Tommy Bahama brand operates 28 food and beverage locations, including 15 Marlin Bars and 13 full-service restaurants, each located adjacent to a Tommy Bahama full-price retail store. These food and beverage locations provide us with the opportunity to immerse customers in the ultimate Tommy Bahama experience as well as attract new customers to the Tommy Bahama brand. Both Tommy Bahama and Johnny Was operate brand-specific outlet stores, which are typically utilized for end of season inventory clearance.

The remaining 18% of our net sales were generated through our wholesale distribution channels, which complement our direct to consumer operations, provide access to a larger base of consumers and generate high operating margins given the lower fixed costs associated with these operations. Our wholesale operations consist of sales of products bearing the trademarks of our lifestyle brands to better department stores, various specialty stores, multi-branded e-commerce retailers and other retailers.

At the same time, as we seek to maintain the integrity and continued success of our lifestyle brands by limiting promotional activity in our full-price retail stores and e-commerce websites, we intend to maintain controlled distribution with careful selection of the retailers through which we sell our products and generally target wholesale customers that follow a limited promotions approach. We continue to value our long-standing relationships with our wholesale customers and are committed to working with them to enhance the success of our lifestyle brands within their stores.

Competitive Environment

We operate in a highly competitive apparel market that continues to evolve rapidly with the expanding application of technology to fashion retail. Advances in digital commerce, mobile platforms, data analytics, and artificial intelligence (“AI”) have expanded consumer access to information, products and brands across multiple, increasingly responsive distribution channels. Consumers now benefit from unprecedented transparency around pricing, product availability, and brand positioning, as well as accelerated fulfillment options, including same-day or next-day delivery offered by certain competitors. AI-enabled tools used across the industry that include personalized marketing, demand forecasting, dynamic pricing, and supply chain optimization have further raised customer expectations for relevance, speed, and convenience, while also intensifying competitive pressures.

This competitive and evolving environment requires brands and retailers to operate very differently than in the past. Effective competition increasingly depends on the ability to invest in technology, leverage data-driven insights, and integrate digital and physical channels to enhance customer engagement and operational efficiency. These capabilities often require significant and ongoing investments in systems, talent, and infrastructure, which may increase operating costs in the near term to support growth or maintain existing sales levels. While these changes present meaningful risks to retailers that are unable to adapt, we believe they also create opportunities for differentiated brands to deepen customer relationships, improve inventory productivity, and enhance profitability through more informed decision-making and targeted consumer engagement.

No single apparel firm or small group of apparel firms dominates the apparel industry, and our competitors vary by operating segment and distribution channel. The apparel industry is cyclical and very dependent on the overall level and focus of discretionary consumer spending, which changes as consumer preferences and regional, domestic and international economic conditions change. Also, in recent years consumers have chosen to spend less of their discretionary spending on certain product categories, including apparel, while spending more on services and other product categories.

Broader macroeconomic and geopolitical factors that are often beyond our control have added additional complexity to the competitive landscape. During Fiscal 2025, the U.S. announced significant tariff increases on imported goods, along with potential future tariffs, changes to trade policies, and revisions or terminations of existing trade agreements. Subsequent to Fiscal 2025, the U.S. Supreme Court ruled against the Administration's use of tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). Following that decision, the U.S. implemented tariffs under alternative statutory authorities. These developments, including the evolving legal and regulatory framework governing tariffs, have increased uncertainty regarding global trade relationships and contributed to concerns about higher inflation, supply chain disruption, and a potential global economic slowdown. In addition, U.S. tax legislation enacted in July 2025, commonly referred to as the One Big Beautiful Bill Act, extended many provisions of the Tax Cuts and Jobs Act of 2017 and introduced other new provisions, adding further complexity to the operating environment.

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Concerns about inflationary pressures, elevated interest rates, and broader economic uncertainty have continued to weigh on consumer sentiment and discretionary income, contributing to more cautious spending behavior. In response to softer demand and traffic volatility, many retailers have increased promotional activity in an effort to stimulate demand, improve conversion, and manage inventory levels, which has further intensified price competition. At the same time, structural changes within the wholesale channel, particularly among department stores, have included consolidations, restructurings, bankruptcies, ownership changes, and an increased number of store closures, adding further complexity to the retail landscape.

Separately, ongoing geopolitical conflicts and related disruptions, including the ongoing war in Ukraine and the U.S.-Iran conflict and potential regime change in Iran as well as other hostilities in the Middle East and around the world have contributed to considerable macroeconomic uncertainty, volatility in energy and transportation costs, and heightened risk across international supply chains. These conditions have indirectly pressured consumer confidence and spending levels while also increasing operational uncertainty for retailers and brands with global sourcing and distribution networks.

Taken together, these competitive, technological, economic, and geopolitical dynamics have amplified the inherent challenges of operating in the apparel industry and created a complex retail environment. Historically, periods of economic disruption or downturn have often had prolonged effects on consumer behavior and retail demand, extending beyond the initial period of macroeconomic stress. These conditions impacted our businesses and financial results during Fiscal 2025 and may continue to do so in the future, requiring continued focus on operational agility, disciplined investment, and the strategic use of technology, including AI, to navigate sustained uncertainty and competition.

Investments and Opportunities

The continued evolution of the fashion retail industry presents both meaningful risks and significant opportunities. Rapid technological change, heightened competition, shifting consumer behavior, and ongoing macroeconomic uncertainty have increased the importance of operational agility, disciplined investment, and the effective use of data and technology. We believe our portfolio of lifestyle brands is well positioned to compete and grow in this environment due to its strong emotional connections with consumers and ability to engage customers across multiple channels, and we continue to invest in and leverage technology to serve consumers when, where, and how they choose to shop.

These investments include enhancements to digital commerce platforms, data analytics, and artificial intelligence-enabled capabilities that support more personalized marketing, improved inventory and demand planning, and a more seamless, cross-channel shopping experience. Each of our brands seeks to further enhance a customer-focused, digitally enabled, mobile-enabled, and personalized experience that aligns with evolving brand discovery and purchasing behaviors.

Fiscal 2025 and Fiscal 2024 were particularly heavy years for investment in capital expenditures with investments primarily associated with our multi-year project to build a new distribution center in Lyons, Georgia to ensure best-in-class direct-to-consumer throughput capabilities for our brands, direct to consumer location build-outs for new, relocated or remodeled locations, technology and related enhancements to support our direct to consumer operations and administrative office expenditures. While we intend to continue with investments in technology and related enhancements in Fiscal 2026, we expect significantly reduced capital expenditures as we completed the building of the new distribution center in Lyons, Georgia in the First Quarter of Fiscal 2026 and intend to continue reducing the number of new direct to consumer locations.

In addition to capital expenditures, we intend to continue investing in our SG&A infrastructure, including talent, technology, and brand building initiatives, while also placing increased emphasis on cost discipline and operating efficiency. As we look to Fiscal 2026, we plan to closely evaluate our SG&A spending and identify opportunities to reduce costs and improve productivity.

Beyond investments in our existing lifestyle brands, we will continue to evaluate opportunities to deploy capital in a disciplined manner, including those related to the potential acquisition of additional lifestyle brands that meet our strategic and financial criteria, as well as opportunistic actions to return capital to shareholders when circumstances warrant. Our capital allocation decisions are intended to balance near-term financial discipline with long-term value creation in an industry where economic cycles and periods of disruption can have extended effects on consumer demand and competitive dynamics.

Important factors relating to certain risks, many of which are beyond our ability to control or predict, which could impact our business are described in Part I, Item 1A. Risk Factors of this report.

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Operating Segments

We identify our operating segments based on the way the chief operating decision maker ("CODM") organizes the components of our business for purposes of allocating resources and assessing performance. Our operating segment structure reflects a brand-focused management approach, emphasizing operational coordination and resource allocation across each brand’s direct to consumer, wholesale and licensing operations, as applicable. Our business is organized as our Tommy Bahama, Lilly Pulitzer, Johnny Was and Emerging Brands reportable segments. For additional information about each of our reportable segments as well as Corporate and Other, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 2 of our consolidated financial statements, each included in this report.

Tommy Bahama

Tommy Bahama, which represents 56% of our net sales, designs, sources, markets and distributes men’s and women’s sportswear and related products. Tommy Bahama’s typical consumer is older than 45 years old, has a household annual income in excess of $150,000, lives in or travels to warm weather and resort locations and embraces a relaxed and casual approach to daily living. Tommy Bahama products can be found in our Tommy Bahama stores and on our Tommy Bahama e-commerce website, tommybahama.com, as well as at better department stores, independent specialty stores and multi-branded e-commerce retailers. We also operate Tommy Bahama food and beverage locations and license the Tommy Bahama name for various product categories. During Fiscal 2025, 95% of Tommy Bahama’s sales were in the United States, with the remaining sales in Australia, Canada and New Zealand.

Direct to Consumer Operations

A key component of our Tommy Bahama strategy is to operate retail stores, e-commerce websites and food and beverage concepts, which we believe permits us to develop and build brand awareness by presenting our products in a setting specifically designed to showcase the aspirational lifestyle on which the products are based. Our Tommy Bahama direct to consumer channels, which consist of full-price retail store, e-commerce, food and beverage and outlet store operations, in the aggregate, represented 85% of Tommy Bahama’s net sales in Fiscal 2025. Full-price retail store, e-commerce, food and beverage and outlet store net sales accounted for 37%, 25%, 15% and 8%, respectively, of Tommy Bahama’s net sales in Fiscal 2025.

Our Tommy Bahama e-commerce business generated $203 million, or 25% of Tommy Bahama's net sales, in Fiscal 2025. Our Tommy Bahama websites, including the tommybahama.com website, allow consumers to buy Tommy Bahama products directly from us via the internet. These websites also enable us to increase our database of consumer contacts, which allows us to communicate directly and frequently with consenting consumers.

Our direct to consumer strategy for the Tommy Bahama brand also includes locating and operating full-price retail stores in lifestyle shopping centers, resort destinations, brand-appropriate street locations and upscale malls. Generally, we seek to locate our full-price retail stores in shopping areas and malls that have high-profile or upscale consumer brand adjacencies. As of January 31, 2026, the majority of our Tommy Bahama full-price retail stores were in street-front locations or lifestyle centers with the remainder primarily in regional indoor malls, with a number of those regional indoor locations in resort travel destinations. We believe that we have opportunities for continued sales growth for Tommy Bahama, particularly in our women’s business, which represented 36% of sales in our direct to consumer operations in both Fiscal 2025 and Fiscal 2024 with women’s swim representing about one-third of the women’s business. For Tommy Bahama’s domestic full-price retail stores and retail-food and beverage locations operating for the full Fiscal 2025 year, sales per gross square foot, excluding food and beverage sales and food and beverage space, were approximately $715, compared to approximately $770 in Fiscal 2024.

As of January 31, 2026, we operated 28 Tommy Bahama food and beverage locations including 15 Marlin Bar locations and 13 restaurant locations, each located adjacent to a Tommy Bahama full-price retail store location. These retail-food and beverage locations, which generated over one-quarter of Tommy Bahama’s net sales in Fiscal 2025, provide us with the opportunity to immerse customers in the ultimate Tommy Bahama experience. We do not anticipate that the majority of our full-price retail locations will have an adjacent food and beverage location; however, we have determined that an adjacent food and beverage location can further enhance the image or exposure of the brand in select, high-profile, brand appropriate locations. The net sales per square foot in our domestic full-price retail stores that are adjacent to a food and beverage location have historically been approximately twice the sales per square foot of our other domestic full-price retail stores. We believe that the customers who immerse themselves into the Tommy Bahama lifestyle by having a meal or

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a drink at the Tommy Bahama food and beverage location and visiting the adjacent full-price retail store may be enticed to purchase additional Tommy Bahama merchandise and potentially have a memorable consumer experience that further enhances the relationship between Tommy Bahama and the consumer. The Marlin Bar concept, like our traditional restaurant locations, is adjacent to one of our full-price retail store locations and serves food and beverages, but in a smaller space and with food options more focused on fast, yet upscale, casual dining, with small plate offerings rather than entrees. We believe that the smaller footprint, reduced labor requirements and lower required capital expenditure of the Marlin Bar concept provides us with the long-term potential for opening additional retail-food and beverage locations that are more in line with evolving customer trends toward fast casual dining, particularly with younger consumers.

Typically, at the end of the summer and holiday season, Tommy Bahama will conduct sales both in-store and online to move end of season product. Utilizing Tommy Bahama’s Enterprise Order Management (EOM) system, many online orders will be fulfilled from retail stores, greatly reducing the amount of goods that ultimately get transferred from full-price retail stores to outlet stores. Tommy Bahama utilizes its outlet stores, which generated 8% of total Tommy Bahama sales in Fiscal 2025, and sales to off-price retailers to sell the remaining end of season or excess inventory. Our Tommy Bahama outlet stores are generally located in outlet shopping centers that include other upscale retailers and serve an important role in overall inventory management by often allowing us to sell discontinued and out-of-season products at better prices than are otherwise available from outside parties. We believe that this approach has helped us protect the integrity of the Tommy Bahama brand by allowing our full-price retail stores to limit promotional activity while controlling the distribution of discontinued and out-of-season product. To supplement the clearance items sold in Tommy Bahama outlets and offer a more comprehensive selection of products and sizes, we merchandise our Tommy Bahama outlets with certain made-for products.

The table below provides certain information regarding Tommy Bahama direct to consumer locations as of January 31, 2026.

Full-Price Retail StoresRetail‑Food and BeverageLocations (1)Outlet StoresTotal
Florida2011637
California144321
Texas53311
Hawaii4419
Other states3761659
Total domestic802829137
Canada628
Total North America862831145
Australia14519
New Zealand213
Total1022837167
Average square feet per store(2)3,3004,3004,000
Total square feet at year end (2)336,000120,000148,000

(1)Consists of 15 Marlin Bar locations and 13 traditional format retail-restaurant locations.

(2)Square feet for retail-food and beverage locations consists of retail square footage and excludes square feet used in the associated food and beverage operations.

During Fiscal 2025, Florida, California, Hawaii and Texas represented 34%, 16%, 12% and 9%, respectively, of our Tommy Bahama direct to consumer retail and retail-food and beverage location sales. Including e-commerce sales, during Fiscal 2025, Florida, California, Hawaii and Texas represented 28%, 15%, 9% and 8%, respectively, of total Tommy Bahama direct to consumer sales.

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The table below reflects the changes in store count for Tommy Bahama locations during Fiscal 2025.

Full-Price Retail StoresRetail‑Food and Beverage LocationsOutlet StoresTotal
Open as of beginning of fiscal year1062436166
Opened64313
Closed(10)(2)(12)
Open as of end of fiscal year1022837167

During Fiscal 2025, two of the four new retail-food and beverage locations were conversions of existing full-price retail stores. In future periods, we expect additional conversions of existing full-price retail stores into retail-food and beverage locations. In Fiscal 2026, we are targeting three new full-price retail locations and one outlet store location. We believe that in Fiscal 2026, we may also close some locations that are not delivering our expectations for returns, including certain outlets and full-price retail locations.

The construction and/or relocation of retail stores requires a greater amount of initial capital investment than wholesale operations, as well as greater operating costs. In addition to new store openings, we also incur capital expenditure costs related to remodels or expansions of existing stores, particularly when we renew or extend a lease beyond the original lease term, or otherwise determine that a remodel of a store is appropriate. The cost of a Tommy Bahama Marlin Bar is significantly more than the cost of a full-price retail store and can vary significantly depending on a variety of factors. The cost to build out a Marlin Bar location averages more than $5 million and future locations may be more or less expensive than that amount. For most of our full-price retail stores and our Marlin Bar locations, the landlord often provides certain incentives to fund a portion of our capital expenditures.

Wholesale Operations

To complement our direct to consumer operations and have access to a larger group of consumers, we maintain a wholesale business for Tommy Bahama. Tommy Bahama’s wholesale customers include better department stores, specialty stores and multi-brand e-commerce retailers that generally follow a retail model approach with limited discounting. We value our long-standing relationships with our wholesale customers and are committed to working with them to enhance the success of the Tommy Bahama brand within their stores.

With its wide distribution currently, we believe that domestic sales growth in our men’s apparel wholesale business may be somewhat limited in the long term. However, we believe that we may have opportunities for wholesale sales increases for our Tommy Bahama women’s business in the future, with its appeal evidenced by its performance in our full-price retail stores and e-commerce websites. Wholesale sales for Tommy Bahama accounted for 15% of Tommy Bahama’s net sales in Fiscal 2025. Approximately 10% of Tommy Bahama’s net sales reflects sales to major department stores with our remaining wholesale sales primarily to specialty stores and off-price retailers. During Fiscal 2025, 11% of Tommy Bahama’s net sales were to Tommy Bahama’s 10 largest wholesale customers, with its largest customer representing 5% of Tommy Bahama’s net sales.

Tommy Bahama Resort

Pursuant to a licensing arrangement, Tommy Bahama earns royalty income associated with the operation of the Tommy Bahama Miramonte Resort & Spa in Indian Wells, California. The property is managed and operated by a national commercial and hospitality real estate company with experience in premier resort development and operations.

Lilly Pulitzer

Lilly Pulitzer designs, sources, markets and distributes upscale collections of women’s and girl’s dresses, sportswear and related products. The Lilly Pulitzer brand was originally created in the late 1950s by Lilly Pulitzer and is an affluent brand with a heritage and aesthetic based on the Palm Beach resort lifestyle. The brand is somewhat unique among women’s brands in that it has demonstrated multi-generational appeal, including among young women in college or recently graduated from college; young mothers with their daughters; and women who are not tied to the academic calendar.

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Lilly Pulitzer products can be found on our Lilly Pulitzer website, lillypulitzer.com, in our owned Lilly Pulitzer stores, and in Lilly Pulitzer Signature Stores, which are described below, as well as in independent specialty stores and better department stores. During Fiscal 2025, 39%, 34% and 11% of Lilly Pulitzer’s net sales were for women’s dresses, sportswear, and Luxletic athleisure products, respectively, with the remaining sales consisting of Lilly Pulitzer accessories, including scarves, bags, jewelry and belts, children’s apparel, swim, footwear and licensed products.

Direct to Consumer Operations

Lilly Pulitzer’s direct to consumer distribution channel, which consists of e-commerce operations and full-price retail stores, represented 83% of Lilly Pulitzer’s net sales in Fiscal 2025. A key element of our Lilly Pulitzer strategy is the lillypulitzer.com website, which generated $164 million, or 49%, of Lilly Pulitzer’s net sales in Fiscal 2025.

Our Lilly Pulitzer website, lillypulitzer.com, allows consumers to buy Lilly Pulitzer products directly from us via the internet. We also utilize the Lilly Pulitzer website as an effective means of liquidating discontinued or out-of-season inventory in a brand appropriate manner and at gross margins in excess of 40% via e-commerce flash clearance sales. These sales create a significant amount of excitement with loyal Lilly Pulitzer consumers, who are looking for an opportunity to purchase Lilly Pulitzer products at a discounted price and are also important in attracting new consumers to the Lilly Pulitzer brand. These e-commerce flash clearance sales typically run for two to three days during end of season clearance periods allowing the Lilly Pulitzer website to generally remain full price for the remainder of the year. During Fiscal 2025, 44% of Lilly Pulitzer’s e-commerce sales, or 21% of Lilly Pulitzer’s net sales, were e-commerce flash clearance sales.

Another key component of our Lilly Pulitzer direct to consumer strategy is the operation of our own Lilly Pulitzer stores, which represented 34% of Lilly Pulitzer’s net sales in Fiscal 2025. Our full-price retail store strategy for the Lilly Pulitzer brand includes operating full-price retail stores in higher-end lifestyle shopping centers and malls, resort destinations and brand-appropriate street locations. As of January 31, 2026, over 45% of our Lilly Pulitzer full-price stores were located in outdoor regional lifestyle centers and approximately 20% of our Lilly Pulitzer stores were located in indoor regional malls, with the remaining locations in resort or street locations. In certain seasonal locations such as Nantucket, Massachusetts and Watch Hill, Rhode Island, our stores are only open during the resort season. Additionally, we may open temporary pop-up stores in certain locations.

Lilly Pulitzer’s full-price retail store sales per gross square foot for Fiscal 2025 were approximately $730 for the full-price retail stores which were open the full Fiscal 2025 year, as compared to $748 in Fiscal 2024. The table below provides certain information regarding Lilly Pulitzer direct to consumer locations as of January 31, 2026.

Full-Price Retail Stores
Florida23
Massachusetts6
North Carolina5
Virginia4
Other29
Total67
Average square feet per store2,400
Total square feet at year-end161,000

During Fiscal 2025, 51% of Lilly Pulitzer’s full-price retail store sales were in stores located in Florida with no other state generating more than 10% of full-price retail store sales. Including e-commerce sales, during Fiscal 2025, Florida represented 35% of total Lilly Pulitzer direct to consumer sales.

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The table below reflects the changes in direct to consumer location count for Lilly Pulitzer stores during Fiscal 2025.

Full-Price Retail Stores
Open as of beginning of fiscal year64
Opened7
Closed(4)
Open as of end of fiscal year67

We opened a total of three net new Lilly Pulitzer stores during Fiscal 2025. Currently, we expect to open at least four new full-price retail stores in Fiscal 2026, with the anticipated new stores in Massachusetts, Illinois, South Carolina and Florida. We are in the process of identifying sites or negotiating leases for additional locations. We continue to look for other appropriate locations and anticipate returning to a pace of opening as many as five locations per year in the future. At the same time, we may relocate or close a limited number of locations at lease expiration, or sooner based on store performance. The construction or relocation of retail stores requires a greater amount of initial capital investment than wholesale operations, as well as greater operating costs. In addition to new store openings, we also incur capital expenditure costs related to remodels or expansions of existing stores, particularly when we renew or extend a lease beyond the original lease term, or otherwise determine that a remodel of a store is appropriate.

Wholesale Operations

To complement our direct to consumer operations and have access to a larger group of consumers, we maintain wholesale operations for Lilly Pulitzer. These wholesale operations, which represented 17% of Lilly Pulitzer’s net sales in Fiscal 2025, are primarily with Signature Stores, better department stores and independent specialty stores that generally follow a retail model approach with limited discounting. During Fiscal 2025, Signature Stores, better department stores and independent specialty stores comprised approximately 25%, 20% and 15%, respectively, of Lilly Pulitzer's wholesale sales. During Fiscal 2025, approximately 33% of Lilly Pulitzer’s wholesale sales were to off-price retailers. The remaining wholesale sales were primarily to national accounts, including online retailers. Lilly Pulitzer’s net sales to its 10 largest wholesale customers represented approximately 10% of Lilly Pulitzer’s net sales in Fiscal 2025 with its largest customer representing less than 5% of Lilly Pulitzer’s net sales.

An important part of Lilly Pulitzer’s wholesale distribution is sales to Signature Stores. For these stores, we enter into agreements whereby we grant the other party the right to independently operate one or more stores as a Lilly Pulitzer Signature Store, subject to certain conditions, including designating substantially all floor space specifically for Lilly Pulitzer products and adhering to certain trademark usage requirements. We sell products to these Lilly Pulitzer Signature Stores on a wholesale basis and do not receive royalty income associated with these sales. As of January 31, 2026, there were 42 Lilly Pulitzer Signature Stores.

Johnny Was

Johnny Was is a California lifestyle brand that designs, sources, markets and distributes upscale collections of affordable luxury, artisan-inspired bohemian apparel, accessories and home goods. The Johnny Was brand was founded in 1987 and continues to transcend fashion trends with its beautifully crafted, globally inspired products and demonstrates a unique ability to combine and mix elevated fabrics, patterns, bespoke prints and artisanal embroidery that distinguishes its product in the marketplace. Johnny Was products can be found on the Johnny Was website, johnnywas.com, and in our full-price retail stores as well as select department stores and specialty stores. During Fiscal 2025, approximately 90% of the net sales of Johnny Was were for women’s apparel, with the remaining sales consisting of Johnny Was accessories, including home products, shoes, scarves, handbags, and jewelry.

Direct to Consumer Operations

The Johnny Was direct to consumer distribution channel, which consists of e-commerce, full-price retail and outlet store operations, represented 81% of the Johnny Was net sales in Fiscal 2025. A key element of the Johnny Was strategy is the johnnywas.com website, which generated $72 million of net sales, or 43% of the net sales of Johnny Was, in Fiscal 2025. Another key component of our Johnny Was direct to consumer strategy is to operate our own Johnny Was full-price and outlet stores, which represented 36% and 2%, respectively, of the net sales of Johnny Was in Fiscal 2025.

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Our full-price retail store strategy for the Johnny Was brand includes operating full-price retail stores in higher-end lifestyle shopping centers and malls, resort destinations and brand-appropriate street locations. As of January 31, 2026, about 75% of the Johnny Was full-price stores were located in lifestyle centers, open air shopping environments or street front locations with the remaining 25% of locations in indoor regional malls. Full-price retail store sales per gross square foot for Johnny Was which were open the full Fiscal 2025 year were approximately $490 as compared to $614 in Fiscal 2024.

Our Johnny Was outlet stores are generally located in outlet shopping centers that include other upscale retailers and serve an important role in overall inventory management by often allowing us to sell discontinued and out-of-season products at better prices than are otherwise available from outside parties.

The table below provides certain information regarding Johnny Was direct to consumer locations as of January 31, 2026.

Full-Price Retail StoresOutlet StoresTotal
California19221
Texas99
Florida819
New York55
Other states3434
Total75378
Average square feet per store1,7001,600
Total square feet at year end127,0005,000

During Fiscal 2025, 26%, 14% and 13% of the retail store sales of Johnny Was were in stores located in California, Texas and Florida, respectively. During Fiscal 2025, including e-commerce sales, California, Texas, and Florida represented 22%, 13% and 11%, respectively, of our total Johnny Was direct to consumer sales.

The table below reflects the changes in store count for Johnny Was during Fiscal 2025.

Full-Price Retail StoresOutlet StoresTotal
Open as of beginning of fiscal year77380
Opened11
Closed(3)(3)
Open as of end of fiscal year75378

Currently, we do not expect to open net new retail locations during Fiscal 2026. During Fiscal 2026, we may close or relocate locations at lease expiration, or sooner based on store performance. In relation to store relocations, we may incur capital expenditure costs related to remodels or expansions of existing stores, particularly when we renew or extend a lease beyond the original lease term, or otherwise determine that a remodel of a store is appropriate. The construction or relocation of retail stores requires a greater amount of initial capital investment than wholesale operations, as well as greater operating costs.

Wholesale Operations

To complement our direct to consumer operations and have access to a larger group of consumers, we maintain wholesale operations for Johnny Was. These wholesale operations are primarily with better independent specialty and department stores and multi-branded e-commerce retailers that generally follow a retail model approach with limited discounting. During Fiscal 2025, 19% of the net sales of Johnny Was were sales to wholesale customers and approximately 45% and 25% of the wholesale sales of Johnny Was were to department stores and specialty stores, respectively. The remaining wholesale sales were primarily to off-price retailers and distributors in countries outside of the United States. Net sales to the 10 largest wholesale customers of Johnny Was represented 14% of the net sales of Johnny Was during Fiscal 2025 with its largest customer representing less than 5% of Johnny Was’ net sales.

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Emerging Brands

Emerging Brands consists of the operations of our smaller, earlier stage Southern Tide, TBBC, Duck Head and Jack Rogers brands. Investments in smaller lifestyle brands that are unconsolidated entities are also included within Emerging Brands. Each of the brands included in Emerging Brands designs, sources, markets and distributes apparel and related products bearing its respective trademarks and is supported by our emerging brands team that provides certain support functions to the smaller brands, including marketing and advertising execution, analysis and other functions. The shared resources provide for operating efficiencies and enhanced knowledge sharing across the brands. We acquired Southern Tide in 2016, Duck Head in 2016, TBBC in 2017 and Jack Rogers in 2023.

The table below reflects the net sales (in thousands) for Fiscal 2025 by brand for each brand included in Emerging Brands.

Fiscal 2025
Southern Tide$67,970
TBBC48,169
Duck Head19,672
Jack Rogers7,068
Total Emerging Brands net sales$142,879

The brands distribute their products on their brand-specific e-commerce websites, southerntide.com, thebeaufortbonnetcompany.com, duckhead.com and jackrogersusa.com, as well as wholesale channels of distribution for each brand that may include independent specialty retailers, better department stores and brand specific Signature Stores. During Fiscal 2025, the majority of the net sales of all operating segments within Emerging Brands were direct to consumer sales.

Also, even as both brands have expanded their footprints in recent years, a key component of our Southern Tide and TBBC growth strategy remains to improve the performance of our existing direct to consumer retail store operations and open only a limited number of new locations in the near-term. The table below provides certain information regarding the Emerging Brands direct to consumer locations as of January 31, 2026.

Southern TideTBBCTotal Emerging Brands
Florida11314
South Carolina426
Texas415
Massachusetts314
Other states12214
Total34943
Average square feet per store1,6001,400
Total square feet at year end55,00012,000

The table below reflects the changes in direct to consumer location count for Emerging Brands during Fiscal 2025.

Southern TideTBBCTotal Emerging Brands
Open as of beginning of fiscal year30535
Opened6410
Closed(2)(2)
Open as of end of fiscal year34943

We opened a total of four net new Southern Tide stores during Fiscal 2025, including new stores in Florida, South Carolina, Arizona, Virginia, Kentucky and Rhode Island. We also opened four new TBBC retail stores in Massachusetts,

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South Carolina, Florida and Pennsylvania during Fiscal 2025. Currently, we do not expect to open net new Southern Tide or TBBC retail locations during Fiscal 2026. During Fiscal 2026, we may close or relocate locations at lease expiration, or sooner based on store performance. In relation to store relocations, we may incur capital expenditure costs related to remodels or expansions of existing stores, particularly when we renew or extend a lease beyond the original lease term, or otherwise determine that a remodel of a store is appropriate. The construction or relocation of retail stores requires a greater amount of initial capital investment than wholesale operations, as well as greater operating costs.

Corporate and Other

Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, the elimination of inter-segment sales, any other items that are not allocated to the operating segments, including LIFO (as defined below) inventory accounting adjustments as our LIFO pool does not correspond to our operating segment definitions, the operations of our Lyons, Georgia distribution center and our minority ownership interest in the Tommy Bahama Miramonte Resort & Spa.

TRADEMARKS

We own trademarks, many of which are very important and valuable to our business, including Tommy Bahama®, Lilly Pulitzer®, Johnny Was®, Southern Tide®, The Beaufort Bonnet Company®, Duck Head® and Jack Rogers®. Generally, our trademarks are subject to registrations and pending applications throughout the world for use on apparel and, in some cases, apparel-related products, accessories and home furnishings, as well as in connection with retail services. We continue to evaluate our worldwide usage and registration of our trademarks. In general, trademarks remain valid and enforceable as long as the trademarks are used in connection with our products and services in the relevant jurisdiction and the required registration renewals are filed. Important factors relating to risks associated with our trademarks include, but are not limited to, those described in Part I, Item 1A. Risk Factors.

ADVERTISING AND MARKETING

During Fiscal 2025, we incurred $104 million, or 7% of net sales, of advertising expense. Advertising and marketing are an integral part of the long-term strategy for our lifestyle brands, and we therefore devote significant resources to these efforts. Thus, we believe that it is very important that our brands communicate regularly with consumers about product offerings or other brand events in order to maintain and strengthen connections with consumers, as well as to strategically deploy top-of-funnel marketing initiatives to introduce and welcome prospective customers to our brands. Our advertising emphasizes the respective brand’s image and lifestyle and attempts to engage individuals within the target consumer demographic and guide them on a regular basis to our e-commerce websites, direct to consumer locations or wholesale customers’ stores and websites in search of our products.

We increasingly utilize digital marketing, social media and email, and continue to use traditional direct mail communications, to interact with our consumers. We vary our engagement tactics to elevate the consumer experience as we attract new consumers, drive conversion, build loyalty, activate consumer advocacy and address the transformation of consumer shopping behaviors. Our creative marketing teams design and produce imagery and content, social media strategies and email and print campaigns designed to inspire the consumer and drive traffic to the brand. We attempt to increase our brand awareness through a strategic emphasis on technology and the elevation of our digital presence which encompasses e-commerce, mobile e-commerce, digital media, social media and influencer marketing. In this environment where many people are digital-first consumers, we continue to enhance our approach to digital marketing and invest in analytical capabilities to promote a more personalized experience across our distribution channels. At the same time, we continue to innovate to better meet consumer online shopping preferences (e.g. loyalty, ratings and reviews and mobile phone applications) and build brand equity. The ongoing trend towards a digital first consumer provided a catalyst for accelerating the implementation of new direct to consumer business models and consumer engagement programs, such as selling through social media.

Marketing initiatives in our direct to consumer operations may include special event promotions, including loyalty award card, Flip Side, Friends & Family and gift with purchase events and a variety of public relations activities designed to create awareness of our brands and products, drive traffic to our websites and stores, convert new consumers and increase demand and loyalty. Our various initiatives are effective in increasing online and in-store traffic resulting in the proportion of our sales that occur during our promotional marketing initiatives, such as Tommy Bahama’s Friends & Family events, increasing in recent years, which puts some downward pressure on our direct to consumer gross margins.

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Our marketing may also include sponsorships, collaborations, and co-branding initiatives, which may be for a particular cause or non-profit organization that is expected to resonate with target consumers. For certain of our wholesale customers, we may also provide point-of-sale materials and signage to enhance the presentation of our products at their retail locations and/or participate in cooperative advertising programs.

PRODUCT DESIGN; MERCHANDISING

We believe that one of the key competitive factors in the apparel industry is the design and merchandising of differentiated, innovative or otherwise compelling product that resonates with our target consumers. Our ability to compete successfully in the apparel industry is dependent on our proficiency in foreseeing changes and trends in fashion and consumer preference and presenting appealing products for consumers. Our design-led, commercially informed lifestyle brand operations strive to provide exciting, differentiated products each season.

Each of our lifestyle brands’ products are designed and developed by dedicated brand-specific teams who focus on the target consumer for the respective brand. The design process includes feedback from buyers, consumers and sales agents, along with market trend research. Our apparel products generally incorporate fabrics made of cotton, silk, linen, polyester, cellulosic fibers, leather and other natural and man-made fibers, or blends of two or more of these materials.

During Fiscal 2025 and going into Fiscal 2026, we have also been particularly focused on the effectiveness of merchandising strategies across our brands, emphasizing alignment of assortment, allocation and inventory flow closely to consumer demand. These efforts are designed to improve our ability to place the right product in the right channels, stores and geographies at the right time, while increasing visibility into product performance, local demand patterns and inventory productivity. By strengthening the connection between merchandising decisions and consumer buying behavior, we are working to improve full-price selling, reduce markdown risk and enhance overall customer responsiveness. The current initiatives are aimed at increasing in-stock positions on key items, improving the productivity of inventory by location and channel and enabling faster reaction to shifts in consumer preferences and selling trends. We believe that more effective merchandising execution can contribute meaningfully to improved gross profit and gross margin performance over time by driving better sell-through, reducing excess inventory and optimizing product availability.

PRODUCT SOURCING

We intend to maintain flexible, diversified, cost-effective sourcing operations that provide high-quality apparel and related products. Our operating segments, either internally, or through the use of third-party vendors or buying agents, manage the production and sourcing of substantially all of our apparel and related products from non-exclusive, third party producers located in foreign countries.

Although we place a high value on long-term relationships with our suppliers of apparel and related products and have used many of our suppliers for a number of years, we do not have long-term contracts with our suppliers. Instead, we conduct business on an order-by-order basis. As a result, we compete with other companies for the production capacity of independent manufacturers. We believe that this approach provides us with significant flexibility in identifying and shifting among manufacturers while considering quality, cost, delivery timing, and other criteria.

During Fiscal 2025, we purchased our products from approximately 360 suppliers, which was a significant increase from Fiscal 2024 primarily driven by the supply chain diversification initiatives described below. Consistent with previous years, a significant concentration of our suppliers is located in Asia. During Fiscal 2025, our 10 largest suppliers accounted for approximately one-quarter of our product purchases with no individual third party manufacturer, licensee or other supplier accounting for more than 10% of our product purchases in total. We generally acquire products sold in our food and beverage operations from various third party domestic suppliers.

During Fiscal 2025, we undertook significant actions to accelerate the diversification of our sourcing footprint. During Fiscal 2024 and based on our initial projections for Fiscal 2025, approximately 40% of our apparel and related products were sourced, or planned to be sourced, from producers located in China. Based on strategic initiatives to diversify our sourcing that were initially prompted by the uncertainties in the trade environment early in Fiscal 2025, our total sourcing production during Fiscal 2025 from China was 29% of our products purchased during the year. Going into Fiscal 2026, our annualized run rate for China production has been reduced to approximately 15% of total production, with the total China concentration in Fiscal 2025 reflecting previous order commitments prior to the Administration’s announcement in early Fiscal 2025 of the implementation of new global tariff rates.

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As part of these actions, we accelerated inventory purchases to mitigate the impact of anticipated tariff increases and reallocated production to alternative countries, frequently utilizing the same suppliers that operate manufacturing facilities in multiple jurisdictions. This approach enabled us to maintain continuity in quality and execution while materially shifting country-of-origin exposure.

Reflecting the diversification of our sourcing footprint, approximately 24% of our apparel and related products were sourced from producers located in Vietnam and 10% from Indonesia during Fiscal 2025. Other than Vietnam, Indonesia and China, no other country represented more than 10% of such purchases. During Fiscal 2025, most of our brands, with the exception of Johnny Was, made significant progress in diversifying their sourcing footprint. While we have made progress in diversifying finished-goods manufacturing locations, the majority of fabrics used in our apparel and related products currently originate in China, even when final assembly occurs elsewhere.

We purchase our apparel and related products from third-party producers, substantially all as package purchases of finished goods. These products are manufactured to our design and fabric specifications with oversight by us or our third-party vendors or buying agents. The use of third-party producers reduces the amount of capital investment required by us, as operating manufacturing facilities requires a significant amount of capital investment, labor and oversight. We depend on third-party producers to secure a sufficient supply of specified raw materials, adequately finance the production of goods ordered and maintain sufficient manufacturing and shipping capacity. We believe that purchasing substantially all of our products as package purchases allows us to reduce our working capital requirements as we are not required to purchase, or finance, the purchase of the raw materials or other production costs related to our apparel and related product purchases until we take ownership of the finished goods, which typically occurs when the goods are shipped by the third-party producers.

As the manufacture and transportation of apparel and related products for our brands may take as many as six months for each season, we typically make commitments months in advance of when products will arrive in our full-price retail stores or our wholesale customers’ stores. As our merchandising departments must estimate our requirements for finished goods purchases for our own full-price retail stores and e-commerce sites based on historical product demand data and other factors, and as purchases for our wholesale accounts must be committed to prior to the receipt of all wholesale customer orders, we carry the risk that we have purchased more inventory than will ultimately be desired or that we will not have purchased sufficient inventory to satisfy demand, resulting in lost sales opportunities.

IMPORT RESTRICTIONS AND OTHER GOVERNMENT REGULATIONS

We are exposed to certain risks as a result of our international operations as substantially all of our merchandise, as well as the products purchased by our licensing partners, is manufactured by foreign suppliers. Products imported by us, or imported by others and ultimately sold to us, are subject to customs, trade and other laws and regulations governing their entry into the United States and other countries where we sell our products, including various federal, state, local and foreign laws and regulations that govern any of our activities that may have adverse environmental, health and safety effects. Noncompliance with these laws and regulations may result in significant monetary penalties.

Substantially all of the merchandise we acquire is subject to duties assessed on the value of the imported product. These amounts represent a component of the inventories we sell and are included in cost of goods sold in our consolidated statements of operations. Duty rates vary depending on the type of garment, fiber content and country of origin and remain subject to change in future periods. In addition, while the World Trade Organization’s member nations have eliminated quotas on apparel and textiles, the United States and other countries into which we import our products are still permitted in certain circumstances to impose “anti-dumping” or “countervailing” duties in response to threats to their comparable domestic industries.

We paid total duties and tariffs of $95 million on products imported into the United States directly by us in Fiscal 2025, compared to $60 million in Fiscal 2024, representing a significant year-over-year increase. The average duty and tariff rate on those products was approximately 30% of the value of the imported product in Fiscal 2025, compared to approximately 19% in Fiscal 2024. The increase in both total duties and tariffs paid and the effective duty rate in Fiscal 2025 was primarily attributable to tariffs implemented during Fiscal 2025.

The global trade environment has become increasingly dynamic, with tariff policies and related trade measures changing frequently and often with limited advance notice. During Fiscal 2025, the United States government increased tariffs on certain imported goods across a range of industries, including apparel and related products. Subsequent to Fiscal 2025, the U.S. Supreme Court ruled against the Administration's use of tariffs under IEEPA. Following that decision,

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tariffs were implemented under alternative statutory authorities, and the scope and duration of such measures continue to evolve. The potential for additional increases or new trade restrictions remains uncertain and subject to ongoing regulatory and geopolitical developments. In addition, the process and timing for any potential adjustments or refunds of previously assessed duties remain uncertain. Future increases in duties or the imposition of additional trade measures could adversely affect the apparel retail industry and may increase our cost of goods sold or otherwise impact our operations, net sales, net earnings or cash flows.

Although we have not been materially inhibited from sourcing products from desired markets historically, we cannot assure that significant impediments will not arise in the future as a result of changes in trade policy, regulatory enforcement, or geopolitical developments. Our management actively monitors the evolving regulatory environment applicable to international trade and importation, including changes in tariffs, customs requirements, and trade regulations, and evaluates their potential impact on our operations.

In addition, apparel and other related products sold by us are subject to stringent and complex product performance and security and safety standards, laws and other regulations. These regulations relate principally to product labeling, product content, certification of product safety and importer security procedures. We believe that we are in material compliance with those regulations. Our licensed products and licensing partners are also generally subject to such regulations.

Important factors relating to risks associated with government regulations, including forced labor laws, include those described in Part I, Item 1A. Risk Factors.

DISTRIBUTION CENTERS

We operate a number of distribution centers. Our Auburn, Washington, and King of Prussia, Pennsylvania distribution centers serve our Tommy Bahama and Lilly Pulitzer operating segments, respectively. Our Lyons, Georgia distribution center provides primary distribution services for Johnny Was and our smaller Southern Tide, TBBC and Duck Head businesses, as well as certain distribution services for our Lilly Pulitzer and Tommy Bahama businesses.

In Fiscal 2023, we began a multi-year Southeastern United States distribution center enhancement project in Lyons, Georgia to build a new facility to ensure best-in-class direct-to-consumer throughput capabilities for our brands. The new facility was completed in the First Quarter of Fiscal 2026 and began receiving inventory. The new facility will provide direct to consumer support for all of our brands, including the East Coast operations of Tommy Bahama.

Activities at the distribution centers include receiving finished goods from suppliers, inspecting the products, processing pull backs from retail stores, processing returns from customers, shipping products to our retail store, e-commerce and wholesale customers and providing value added services as requested by our customers, as applicable. We seek to maintain sufficient levels of inventory at the distribution centers to support our direct to consumer operations, as well as pre-booked, at-once and some in-stock replenishment orders for our wholesale customers. We use a local third party distribution center for our Tommy Bahama Australia operations.

In Fiscal 2025, 82% of our net sales were direct to consumer sales, which are filled on a current basis; accordingly, an order backlog is not material to our business.

INFORMATION TECHNOLOGIES

We believe that sophisticated information systems and functionality are important components of maintaining our competitive position and supporting continued growth of our businesses, particularly in the ever-changing consumer shopping environment. Our information systems are designed to provide effective retail store, e-commerce, food and beverage and wholesale operations while emphasizing efficient point-of-sale, distribution center, design, sourcing, order processing, marketing, customer relationship management, accounting and other functions. These systems increasingly incorporate advanced data analytics and artificial intelligence-enabled tools to support demand forecasting, inventory management, personalized marketing, and operational decision-making across our brands and channels.

We periodically evaluate the adequacy of our information technologies and upgrade or enhance our systems to gain operating efficiencies, improve data-driven insights, provide additional consumer access and support our anticipated growth as well as other changes in our business. Our recent technology investments, including in analytics and AI capabilities, are intended not only to enhance customer engagement but also to improve productivity and operating

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efficiency across the organization. We believe that, where possible, continuous upgrading and enhancements to our information systems with newer technology that offers greater efficiency, functionality and reporting capabilities is critical to our operations and financial condition.

LICENSING AND OTHER DISTRIBUTION ARRANGEMENTS

We license certain of our trademarks, including the Tommy Bahama and Lilly Pulitzer names, to licensees in categories beyond our brands’ core product categories. We believe licensing is an attractive business opportunity for our larger lifestyle brands. Once a brand is more fully established, licensing typically requires modest additional investment but can yield high-margin income. It also affords the opportunity to enhance overall brand awareness and exposure. In evaluating a licensee for our brands, we consider the candidate’s experience, financial stability, sourcing expertise and marketing ability. We also evaluate the marketability and compatibility of the proposed licensed products with the brand image and our own products.

Our agreements with our licensees are brand specific, relate to specific geographic areas and have expirations at various dates in the future, with contingent renewal options in limited cases. Generally, the agreements require minimum royalty payments as well as royalty payments based on specified percentages of the licensee’s net sales of the licensed products and certain obligations for advertising and marketing. Our license agreements generally provide us the right to approve all products, advertising and proposed channels of distribution.

We license the Tommy Bahama brand for a broad range of product categories including indoor furniture, outdoor furniture, beach chairs, bedding and bath linens, fabrics, leather goods and gifts, headwear, hosiery, sleepwear, shampoo, toiletries, fragrances, cigar accessories, resort operations and other products. Third party license arrangements for Lilly Pulitzer products include stationery and gift products; home furnishing products; and eyewear.

In addition to our license arrangements for the specific product categories listed above, we may enter into certain international distributor agreements which allow third parties to distribute apparel and other products on a wholesale and/or retail basis within certain countries or regions. As of January 31, 2026, we have agreements for the distribution of Tommy Bahama products in the Middle East and parts of Latin America. The products sold by the distributors generally are identical to the products sold in our own Tommy Bahama stores. In addition to selling Tommy Bahama goods to wholesale accounts, the distributors may, in some cases, operate a limited number of their own retail stores. Additionally, we have arrangements for distribution of Johnny Was products in Europe and certain other countries including Australia. None of our international distributor agreements are expected to generate growth that would materially impact our operating results in the near term.

SEASONAL ASPECTS OF BUSINESS

Each of our operating segments is impacted by seasonality as the demand by specific product or style, as well as by distribution channel, may vary significantly depending on the time of year. As a result, our quarterly operating results and working capital requirements fluctuate significantly from quarter to quarter. Typically, the demand for products for our larger brands is higher in the spring, summer and holiday seasons and lower in the fall season (the third quarter of our fiscal year). Thus, our third quarter historically has had the lowest net sales and net earnings compared to other quarters. Further, the impact of certain unusual or non-recurring items, economic conditions, our e-commerce flash clearance sales, wholesale product shipments, weather, acquisitions or other factors affecting our operations may vary from one year to the next. Therefore, due to the potential impact of these items, we do not believe that net sales or operating income by quarter in Fiscal 2025 are necessarily indicative of the expected proportion of amounts by quarter for future periods.

HUMAN CAPITAL

Our key strategy is to own brands that make people happy, and we recognize that successful execution of our strategy starts with people. We believe treating people fairly and with respect is key to long-term success and, more importantly, is simply the right thing to do.

As of January 31, 2026, we employed over 6,000 individuals globally of whom 96% were in the United States. Approximately 77% of our employees were retail store and food and beverage employees. Our employee base fluctuates during the year, as we typically hire seasonal employees to support our retail store and food and beverage operations, primarily during the holiday selling season. None of our employees as of January 31, 2026 were represented by a union.

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INFORMATION

Oxford Industries, Inc. is a Georgia corporation originally founded in 1942. Our corporate headquarters are located at 999 Peachtree Street, N.E., Ste. 1225, Atlanta, Georgia 30309. Our internet address is oxfordinc.com. Copies of our annual report on Form 10-K, proxy statement, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website the same day that they are electronically filed with the SEC. We also use our website as a means of disclosing additional information, including for complying with our disclosure obligations under the SEC’s Regulation FD (Fair Disclosure). The information on our website is not and should not be considered part of this Annual Report on Form 10-K and is not incorporated by reference in this document.