ANF 10-Q Quarterly Report Aug. 2, 2025

ABERCROMBIE & FITCH CO /DE/

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anf-20250802

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 2, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-12107

Abercrombie & Fitch Co.

(Exact name of Registrant as specified in its charter)

Delaware

31-1469076

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

6301 Fitch Path,

New Albany,

Ohio

43054

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(614)

283-6500


Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 Par Value

ANF

New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). x Yes ¨ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class A Common Stock						Shares outstanding as of September 3, 2025
$0.01 Par Value						47,069,818

Table of Contents


PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Operations and Comprehensive Income	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	7
	Index for Notes to Condensed Consolidated Financial Statements	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 5.	Other Information	43
Item 6.	Exhibits	43
	Signatures	44


Abercrombie & Fitch Co.			2			2025 2Q Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Abercrombie & Fitch Co.

Condensed Consolidated Statements of Operations and Comprehensive Income

(Thousands, except per share amounts)

(Unaudited)




	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Net sales	$	1,208,560	$	1,133,974	$	2,305,871	$	2,154,704
Cost of sales, exclusive of depreciation and amortization	451,590		397,712		868,723		740,985

Selling expense	375,356		382,557		775,293		742,575
General and administrative expense	175,325		178,147		350,250		367,695
Other operating (income) loss, net	( 369 )		( 67 )		3,414		( 2,025 )
Operating income	206,658		175,625		308,191		305,474
Interest expense	620		5,189		1,281		10,969
Interest income	( 3,094 )		( 10,392 )		( 10,538 )		( 21,195 )
Interest income, net	( 2,474 )		( 5,203 )		( 9,257 )		( 10,226 )
Income before income taxes	209,132		180,828		317,448		315,700
Income tax expense	65,744		45,449		92,321		65,243
Net income	143,388		135,379		225,127		250,457
Less: Net income attributable to noncontrolling interests	2,005		2,211		3,331		3,439
Net income attributable to A&F	$	141,383	$	133,168	$	221,796	$	247,018

Net income per share attributable to A&F
Basic	$	2.97	$	2.60	$	4.58	$	4.84
Diluted	$	2.91	$	2.50	$	4.47	$	4.64

Weighted-average shares outstanding
Basic	47,550		51,246		48,382		51,069
Diluted	48,551		53,279		49,592		53,277

Other comprehensive income
Foreign currency translation adjustments, net of tax	$	2,153	$	3,441	$	12,815	$	1,604
Derivative financial instruments, net of tax	1,048		( 1,150 )		( 11,492 )		( 627 )
Other comprehensive income	3,201		2,291		1,323		977
Comprehensive income	146,589		137,670		226,450		251,434
Less: Comprehensive income attributable to noncontrolling interests	2,005		2,211		3,331		3,439
Comprehensive income attributable to A&F	$	144,584	$	135,459	$	223,119	$	247,995

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.


Abercrombie & Fitch Co.			3			2025 2Q Form 10-Q

Table of Contents

Abercrombie & Fitch Co.

Condensed Consolidated Balance Sheets

(Thousands, except par value amounts)

(Unaudited)


	August 2, 2025		February 1, 2025
Assets
Current assets:
Cash and equivalents	$	572,730	$	772,727
Marketable securities	30,795		116,221
Receivables	174,000		105,324
Inventories	592,966		575,005
Other current assets	118,624		104,154
Total current assets	1,489,115		1,673,431
Property and equipment, net	638,590		575,773
Operating lease right-of-use assets	933,559		803,121
Other assets	240,677		247,562
Total assets	$	3,301,941	$	3,299,887
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	368,051	$	364,532
Accrued expenses	429,616		504,922
Short-term portion of operating lease liabilities	223,020		211,600
Income taxes payable	17,354		45,890
Total current liabilities	1,038,041		1,126,944
Long-term liabilities:
Long-term portion of operating lease liabilities	876,461		740,013

Other liabilities	80,235		81,607
Total long-term liabilities	956,696		821,620
Stockholders’ equity
Class A Common Stock: $ 0.01 par value: 150,000 shares authorized and 103,300 shares issued for all periods presented	1,033		1,033
Paid-in capital	404,883		422,912
Retained earnings	3,414,033		3,196,724
Accumulated other comprehensive loss, net of tax (“AOCL”)	( 137,828 )		( 139,151 )
Treasury stock, at average cost: 56,233 and 53,565 shares as of August 2, 2025 and February 1, 2025, respectively	( 2,389,866 )		( 2,145,890 )
Total Abercrombie & Fitch Co. stockholders’ equity	1,292,255		1,335,628
Noncontrolling interests	14,949		15,695
Total stockholders’ equity	1,307,204		1,351,323
Total liabilities and stockholders’ equity	$	3,301,941	$	3,299,887

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.


Abercrombie & Fitch Co.			4			2025 2Q Form 10-Q

Table of Contents

Abercrombie & Fitch Co.

Condensed Consolidated Statements of Stockholders’ Equity

(Thousands, except per share amounts)

(Unaudited)


	Thirteen Weeks Ended August 2, 2025
	Common Stock			Paid-in capital		Non-controlling interests		Retained earnings		AOCL		Treasury stock			Total stockholders’ equity
	Shares outstanding	Par value										Shares	At average cost
Balance, May 3, 2025	47,643	$	1,033	$	396,750	$	13,468	$	3,272,657	$	( 141,029 )	55,657	$	( 2,340,285 )	$	1,202,594
Net income	—	—		—		2,005		141,383		—		—	—		143,388
Purchase of Common Stock (1)	( 599 )	—		—		—		—		—		599	( 50,480 )		( 50,480 )

Share-based compensation issuances and exercises	23	—		( 1,660 )		—		( 7 )		—		( 23 )	899		( 768 )
Share-based compensation expense	—	—		9,793		—		—		—		—	—		9,793
Derivative financial instruments, net of tax	—	—		—		—		—		1,048		—	—		1,048
Foreign currency translation adjustments, net of tax	—	—		—		—		—		2,153		—	—		2,153
Distribution to noncontrolling interests, net	—	—		—		( 524 )		—		—		—	—		( 524 )
Ending balance at August 2, 2025	47,067	$	1,033	$	404,883	$	14,949	$	3,414,033	$	( 137,828 )	56,233	$	( 2,389,866 )	$	1,307,204

	Thirteen Weeks Ended August 3, 2024
	Common Stock			Paid-in capital		Non-controlling interests		Retained earnings		AOCL		Treasury stock			Total stockholders’ equity
	Shares outstanding	Par value										Shares	At average cost
Balance, May 4, 2024	51,102	$	1,033	$	400,807	$	12,284	$	2,745,382	$	( 137,282 )	52,198	$	( 1,931,054 )	$	1,091,170
Net income	—	—		—		2,211		133,168		—		—	—		135,379
Purchase of Common Stock	( 84 )	—		—		—		—		—		84	( 15,000 )		( 15,000 )

Share-based compensation issuances and exercises	51	—		( 1,747 )		—		( 581 )		—		( 51 )	276		( 2,052 )
Share-based compensation expense	—	—		9,233		—		—		—		—	—		9,233
Derivative financial instruments, net of tax	—	—		—		—		—		( 1,150 )		—	—		( 1,150 )
Foreign currency translation adjustments, net of tax	—	—		—		—		—		3,441		—	—		3,441
Contribution to noncontrolling interests, net	—	—		—		129		—		—		—	—		129
Ending balance at August 3, 2024	51,069	$	1,033	$	408,293	$	14,624	$	2,877,969	$	( 134,991 )	52,231	$	( 1,945,778 )	$	1,221,150
(1) Includes commissions and excise tax on share repurchases


Abercrombie & Fitch Co.			5			2025 2Q Form 10-Q

Table of Contents

Abercrombie & Fitch Co.

Condensed Consolidated Statements of Stockholders’ Equity

(Thousands, except per share amounts)

(Unaudited)


	Twenty-Six Weeks Ended August 2, 2025
	Common Stock			Paid-in capital		Non-controlling interests		Retained earnings		AOCL		Treasury stock			Total stockholders’ equity
	Shares outstanding	Par value										Shares	At average cost
Balance, February 1, 2025	49,735	$	1,033	$	422,912	$	15,695	$	3,196,724	$	( 139,151 )	53,565	$	( 2,145,890 )	$	1,351,323
Net income	—	—		—		3,331		221,796		—		—	—		225,127
Purchase of Common Stock (1)	( 3,248 )	—		—		—		—		—		3,248	( 252,046 )		( 252,046 )

Share-based compensation issuances and exercises	580	—		( 38,413 )		—		( 4,487 )		—		( 580 )	8,070		( 34,830 )
Share-based compensation expense	—	—		20,384		—		—		—		—	—		20,384
Derivative financial instruments, net of tax	—	—		—		—		—		( 11,492 )		—	—		( 11,492 )
Foreign currency translation adjustments, net of tax	—	—		—		—		—		12,815		—	—		12,815
Distribution to noncontrolling interests, net	—	—		—		( 4,077 )		—		—		—	—		( 4,077 )
Ending balance at August 2, 2025	47,067	$	1,033	$	404,883	$	14,949	$	3,414,033	$	( 137,828 )	56,233	$	( 2,389,866 )	$	1,307,204

	Twenty-Six Weeks Ended August 3, 2024
	Common Stock			Paid-in capital		Non-controlling interests		Retained earnings		AOCL		Treasury stock			Total stockholders’ equity
	Shares outstanding	Par value										Shares	At average cost
Balance, February 3, 2024	50,500	$	1,033	$	421,609	$	14,827	$	2,643,629	$	( 135,968 )	52,800	$	( 1,895,143 )	$	1,049,987
Net income	—	—		—		3,439		247,018		—		—	—		250,457
Purchase of Common Stock	( 203 )	—		—		—		—		—		203	( 30,000 )		( 30,000 )

Share-based compensation issuances and exercises	772	—		( 33,912 )		—		( 12,678 )		—		( 772 )	( 20,635 )		( 67,225 )
Share-based compensation expense	—	—		20,596		—		—		—		—	—		20,596
Derivative financial instruments, net of tax	—	—		—		—		—		( 627 )		—	—		( 627 )
Foreign currency translation adjustments, net of tax	—	—		—		—		—		1,604		—	—		1,604
Distribution to noncontrolling interests, net	—	—		—		( 3,642 )		—		—		—	—		( 3,642 )
Ending balance at August 3, 2024	51,069	$	1,033	$	408,293	$	14,624	$	2,877,969	$	( 134,991 )	52,231	$	( 1,945,778 )	$	1,221,150
(1) Includes commissions and excise tax on share repurchases

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.


Abercrombie & Fitch Co.			6			2025 2Q Form 10-Q

Table of Contents

Abercrombie & Fitch Co.

Condensed Consolidated Statements of Cash Flows

(Thousands)

(Unaudited)


	Twenty-Six Weeks Ended

	August 2, 2025		August 3, 2024
Operating activities
Net income	$	225,127	$	250,457
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	76,000		77,044
Amortization of capitalized cloud computing arrangement implementation costs	9,660		8,040
Asset impairment	3,452		1,567
Loss on disposal	1,380		2,170
Provision for (benefit from) deferred income taxes	19,675		( 4,882 )
Share-based compensation	20,384		20,596
Loss on extinguishment of debt	—		1,114
Changes in assets and liabilities:
Inventories	( 15,164 )		( 70,053 )
Accounts payable and accrued expenses	( 102,681 )		86,000
Operating lease right-of-use assets and liabilities	12,210		( 5,147 )
Income taxes	( 28,536 )		( 36,157 )
Other assets	( 103,606 )		( 71,100 )
Other liabilities	( 5,008 )		470
Net cash provided by operating activities	112,893		260,119
Investing activities
Purchases of marketable securities	—		( 15,000 )
Proceeds from maturities of marketable securities	85,000		—
Purchases of property and equipment	( 116,943 )		( 81,649 )



Net cash used for investing activities	( 31,943 )		( 96,649 )
Financing activities

Repayment/redemption of senior secured notes	—		( 223,331 )



Payment of debt modification costs and fees	—		( 2,716 )
Purchases of Common Stock	( 251,223 )		( 30,000 )

Acquisition of Common Stock for tax withholding obligations	( 34,830 )		( 67,225 )
Other financing activities	( 4,660 )		( 3,689 )
Net cash used for financing activities	( 290,713 )		( 326,961 )
Effect of foreign currency exchange rates on cash	9,700		101
Net decrease in cash and equivalents, and restricted cash and equivalents	( 200,063 )		( 163,390 )
Cash and equivalents, and restricted cash and equivalents, beginning of period	780,395		909,685
Cash and equivalents, and restricted cash and equivalents, end of period	$	580,332	$	746,295
Supplemental information related to non-cash activities
Purchases of property and equipment accrued in accounts payable	$	67,376	$	46,909
Excise tax liability accrued on share repurchases	2,047		—
Operating lease right-of-use assets additions, net of terminations, impairments and other reductions	248,528		174,597
Supplemental information related to cash activities
Cash paid for interest	—		9,527
Cash paid for income taxes	104,766		108,086
Cash paid for excise tax on share repurchases	1,224		—
Cash received from income tax refunds	566		10
Cash paid for amounts included in measurement of operating lease liabilities	150,292		133,673

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.


Abercrombie & Fitch Co.			7			2025 2Q Form 10-Q

Table of Contents

Abercrombie & Fitch Co.

Index for Notes to Condensed Consolidated Financial Statements (Unaudited)


		Page No.
Note 1.	NATURE OF BUSINESS	9
Note 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9
Note 3.	INTERCHANGE FEE SETTLEMENT	11
Note 4.	REVENUE RECOGNITION	11
Note 5.	NET INCOME (LOSS) PER SHARE	12
Note 6.	FAIR VALUE	12
Note 7.	PROPERTY AND EQUIPMENT, NET	13
Note 8.	LEASES	13
Note 9.	ASSET IMPAIRMENT	14
Note 10.	INCOME TAXES	14
Note 11.	BORROWINGS	15
Note 12.	SHARE-BASED COMPENSATION	15
Note 13.	DERIVATIVE INSTRUMENTS	17
Note 14.	ACCUMULATED OTHER COMPREHENSIVE LOSS	18
Note 15.	SEGMENT REPORTING	19


Abercrombie & Fitch Co.			8			2025 2Q Form 10-Q

Table of Contents

Abercrombie & Fitch Co.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. NATURE OF BUSINESS

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

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The accompanying Condensed Consolidated Financial Statements include historical financial statements of, and transactions applicable to, the Company and reflect its financial position, results of operations and cash flows.

The Company has interests in Emirati and Kuwaiti business ventures with Majid al Futtaim Lifestyle L.L.C. (“MAF”), each of which meets the definition of a variable interest entity (“VIE”). The purpose of the business ventures with MAF is to operate stores in the United Arab Emirates and Kuwait. The Company is deemed to be the primary beneficiary of these VIEs; therefore, the Company has consolidated the operating results, assets and liabilities of these VIEs, with the noncontrolling interests’ (“NCI”) portions of net income presented as net income attributable to NCI on the Condensed Consolidated Statements of Operations and Comprehensive Income and the NCI portion of stockholders’ equity presented as NCI on the Condensed Consolidated Balance Sheets.

Fiscal year

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

Fiscal year

Year ended/ending

Number of weeks

Fiscal 2024

February 1, 2025

Fiscal 2025

January 31, 2026

Fiscal 2026

January 30, 2027

Interim financial statements

The Condensed Consolidated Financial Statements as of August 2, 2025, and for the thirteen and twenty-six week periods ended August 2, 2025 and August 3, 2024, are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim consolidated financial statements. Accordingly, the Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in A&F’s Annual Report on Form 10-K for Fiscal 2024 filed with the SEC on March 31, 2025 (the “Fiscal 2024 Form 10-K”). The February 1, 2025 consolidated balance sheet data, included herein, were derived from audited consolidated financial statements, but do not include all disclosures required by accounting principles generally accepted in the U.S. (“GAAP”).

In the opinion of management, the accompanying Condensed Consolidated Financial Statements reflect all adjustments (which are of a normal recurring nature) necessary to state fairly, in all material respects, the financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for Fiscal 2025.


Abercrombie & Fitch Co.			9			2025 2Q Form 10-Q

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Use of estimates

The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Due to the inherent uncertainty involved with estimates, actual results may differ. Additionally, these estimates and assumptions may change as a result of the impact of global economic conditions such as the uncertainty regarding a slowing economy, volatility in interest rates, continued inflation, fluctuation in foreign exchange rates, the imposition of, and changes to, tariffs by the U.S. government and certain trading partners, and geopolitical concerns, all of which could result in material impacts to the Company’s consolidated financial statements in future reporting periods.

Recent accounting pronouncements

The Company reviews recent accounting pronouncements on a quarterly basis and has excluded discussion of those not applicable to the Company and those that did not have, or are not expected to have, a material impact on the Company’s consolidated financial statements. The following table provides a brief description of certain accounting pronouncements the Company has not yet adopted and that could affect the Company’s financial statements.

Accounting Standards Update (ASU)

Description

Effect on the financial statements or other significant matters

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

The update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The update is effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Other than the new disclosure requirements, the adoption of this guidance will not have a significant impact on the Company’s consolidated financial statements.

ASU 2024-03 - Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

ASU 2025-01 - Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date

The update requires a disaggregated disclosure of income statement expenses. The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The update is effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.

Other than the new disclosure requirements, the adoption of this guidance will not have a significant impact on the Company’s consolidated financial statements.

Condensed Consolidated Statements of Cash Flows reconciliation

The following table provides a reconciliation of cash and equivalents and restricted cash and equivalents to the amounts shown on the Condensed Consolidated Statements of Cash Flows:


(in thousands)	Location	August 2, 2025		February 1, 2025		August 3, 2024		February 3, 2024
Cash and equivalents	Cash and equivalents	$	572,730	$	772,727	$	738,402	$	900,884
Restricted cash and equivalents	Other assets	7,602		7,668		7,893		8,801

Cash and equivalents and restricted cash and equivalents		$	580,332	$	780,395	$	746,295	$	909,685


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Supply Chain Finance Program

Under the supply chain finance (“SCF”) program, which is administered by a third party, the Company’s vendors, at their sole discretion, are given the opportunity to sell receivables from the Company to a participating financial institution at a discount that leverages the Company’s credit profile. The commercial terms negotiated by the Company with its vendors are consistent, irrespective of whether a vendor participates in the SCF program. A participating vendor has the option to be paid by the financial institution earlier than the original invoice due date. The Company’s responsibility is limited to making payment on the terms originally negotiated by the Company with each vendor, regardless of whether the vendor sells its receivable to a financial institution. If a vendor chooses to participate in the SCF program, the Company pays the financial institution the stated amount of confirmed merchandise invoices on the stated maturity date, which is typically 60 days from the invoice date. The agreement with the financial institution does not require the Company to provide assets pledged as security or other forms of guarantees for the SCF program.

As of August 2, 2025 and February 1, 2025, $ 78.2 million and $ 88.4 million of SCF program liabilities were recorded in accounts payable in the Condensed Consolidated Balance Sheets, respectively. Amounts are reflected as cash used for operating activities in the Condensed Consolidated Statements of Cash Flows when settled.

3. INTERCHANGE FEE SETTLEMENT

Litigation settlement

During the second quarter of Fiscal 2025 , the Company entered into a settlement related to the resolution of a payment card interchange fee litigation in which it was a plaintiff. The settlement resulted in a $ 39 million net benefit recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income. The net benefit is comprised of a $ 43 million settlement benefit recorded within selling expense and a $ 4 million settlement-related expense recorded within general and administrative expense.

4. REVENUE RECOGNITION

Disaggregation of revenue

All revenues are recognized in net sales in the Condensed Consolidated Statements of Operations and Comprehensive Income. For information regarding the disaggregation of revenue, refer to Note 15, “ SEGMENT REPORTING . ”

Contract liabilities

The following table details certain contract liabilities representing unearned revenue as of August 2, 2025, February 1, 2025, August 3, 2024 and February 3, 2024:


(in thousands)	August 2, 2025		February 1, 2025		August 3, 2024		February 3, 2024
Gift card liability (1)	$	35,363	$	45,364	$	39,914	$	41,144
Loyalty programs liability	34,695		32,199		29,535		27,937

(1) Includes $ 18.0 million and $ 14.8 million of revenue recognized during the twenty-six weeks ended August 2, 2025 and August 3, 2024, respectively, that was included in the gift card liability at the beginning of February 1, 2025 and February 3, 2024, respectively.

The following table details recognized revenue associated with the Company’s gift card program and loyalty programs for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
(in thousands)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Revenue associated with gift card redemptions and gift card breakage	$	28,743	$	32,831	$	59,643	$	63,492
Revenue associated with reward redemptions and breakage related to the Company’s loyalty programs	17,008		14,712		32,320		28,670


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5. NET INCOME PER SHARE

Net income per basic and diluted share attributable to A&F is computed based on the weighted-average number of outstanding shares of A&F’s Class A Common Stock, $0.01 par value (“Common Stock”). The following table provides additional information pertaining to net income per share attributable to A&F for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024:


	Thirteen Weeks Ended		Twenty-Six Weeks Ended
(in thousands)	August 2, 2025	August 3, 2024	August 2, 2025	August 3, 2024
Shares of Common Stock issued	103,300	103,300	103,300	103,300
Weighted-average treasury shares	( 55,750 )	( 52,054 )	( 54,918 )	( 52,231 )
Weighted-average — basic shares	47,550	51,246	48,382	51,069
Dilutive effect of share-based compensation awards	1,001	2,033	1,210	2,208
Weighted-average — diluted shares	48,551	53,279	49,592	53,277
Anti-dilutive shares (1)	604	204	563	237

(1) Reflects the total number of shares related to outstanding share-based compensation awards that have been excluded from the computation of net income per diluted share because the impact would have been anti-dilutive. Unvested shares related to restricted stock units with performance-based and market-based vesting conditions can be achieved from zero up to 200% of their target vesting amount and are reflected at the maximum vesting amount less any dilutive portion.

6. FAIR VALUE

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs to measure fair value are as follows:

• Level 1—inputs are unadjusted quoted prices for identical assets or liabilities that are available in active markets that the Company can access at the measurement date.

• Level 2—inputs are other than quoted market prices included within Level 1 that are observable for assets or liabilities, directly or indirectly.

• Level 3—inputs to the valuation methodology are unobservable.

The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The following table provides the three levels of the hierarchy and the distribution of the Company’s assets measured at fair value on a recurring basis, as of August 2, 2025 and February 1, 2025:


	Assets and Liabilities at Fair Value as of August 2, 2025
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (1)	$	168,794	$	14,195	$	—	$	182,989
Derivative instruments (2)	—		714		—		714
Rabbi Trust assets (3)	1,164		54,669		—		55,833
Restricted cash equivalents (1)	3,084		1,499		—		4,583
Total assets	$	173,042	$	71,077	$	—	$	244,119

Liabilities:
Derivative instruments (2)	$	—	$	7,110	$	—	$	7,110
Total liabilities	$	—	$	7,110	$	—	$	7,110


	Assets and Liabilities at Fair Value as of February 1, 2025
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (1)	$	304,072	$	1,013	$	—	$	305,085
Derivative instruments (2)	—		4,315		—		4,315
Rabbi Trust assets (3)	1,164		53,921		—		55,085
Restricted cash equivalents (1)	3,070		1,496		—		4,566
Total assets	$	308,306	$	60,745	$	—	$	369,051

(1) Level 1 assets consisted of investments in money market funds and U.S. treasury bills. Level 2 assets consisted of time deposits with original maturities of less than three months .

(2) Level 2 assets and liabilities consisted primarily of foreign currency exchange forward contracts.

(3) Level 1 assets consisted of investments in money market funds. Level 2 assets consisted of trust-owned life insurance policies.


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The Company’s Level 2 assets and liabilities consisted of:

• Trust-owned life insurance policies, which were valued using the cash surrender value of the life insurance policies;

• Time deposits with original maturities of three months or less, which were recorded at cost, approximating fair value, due to the short-term nature of these investments; and

• Derivative instruments, primarily foreign currency exchange forward contracts, which were valued using quoted market prices of the same or similar instruments, adjusted for counterparty risk.

The Company also holds certain investments that are not measured at fair value on a recurring basis on the Condensed Consolidated Balance Sheets, including held-to-maturity securities. Held-to-maturity securities consist primarily of time deposits with maturities less than one year, which are valued at amortized cost, approximating fair value.

7. PROPERTY AND EQUIPMENT, NET

The following table provides property and equipment, net as of August 2, 2025 and February 1, 2025:


(in thousands)	August 2, 2025		February 1, 2025
Property and equipment, at cost	$	2,743,388	$	2,605,871
Less: Accumulated depreciation and amortization	( 2,104,798 )		( 2,030,098 )
Property and equipment, net	$	638,590	$	575,773

Refer to Note 9, “ ASSET IMPAIRMENT ,” for details related to property and equipment impairment charges incurred during the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024.

8. LEASES

The Company is a party to leases related to its Company-operated retail stores, as well as for certain of its distribution centers, office space, information technology and equipment.

The following table provides a summary of the Company’s operating lease costs for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
(in thousands)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Single lease cost (1)	$	76,735	$	64,163	$	146,582	$	124,143
Variable lease cost (2)	45,929		45,197		94,504		91,366
Operating lease right-of-use asset impairment (3)	623		472		1,072		811
Sublease income	( 1,048 )		( 986 )		( 2,036 )		( 1,970 )
Total operating lease cost	$	122,239	$	108,846	$	240,122	$	214,350

(1) Includes amortization and interest expense associated with operating lease right-of-use assets and the impact from remeasurement of operating lease liabilities.

(2) Includes variable payments related to both lease and nonlease components, such as contingent rent payments made by the Company based on performance, and payments related to taxes, insurance, and maintenance costs.

(3) Refer to Note 9, “ ASSET IMPAIRMENT ,” for details related to operating lease right-of-use asset impairment charges.

The Company had minimum commitments related to operating lease contracts that have not yet commenced, primarily for certain Company-operated retail stores, of approximately $ 121.6 million as of August 2, 2025.


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9. ASSET IMPAIRMENT

The following table provides asset impairment charges for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
(in thousands)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Operating lease right-of-use asset impairment	$	623	$	471	$	1,072	$	810
Property and equipment asset impairment	1,228		230		1,458		757
Intangible asset impairment	922		—		922		—
Total asset impairment	$	2,773	$	701	$	3,452	$	1,567

Asset impairment charges for the twenty-six weeks ended August 2, 2025 and August 3, 2024 related to certain of the Company’s store assets, primarily in the EMEA and APAC segments. The store impairment charges for the twenty-six weeks ended August 2, 2025 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $ 7.4 million, including $ 5.9 million related to operating lease right-of-use assets.

10. INCOME TAXES

The quarterly provision for income taxes is based on the current estimate of the annual effective income tax rate and the tax effect of discrete items occurring during the quarter. The Company’s quarterly provision and the estimate of the annual effective tax rate are subject to significant variation due to several factors. These factors include variability in the pre-tax jurisdictional mix of earnings, changes in how the Company does business including entering into new businesses or geographies, changes in foreign currency exchange rates, changes in laws, regulations, interpretations and administrative practices, relative changes in expenses or losses for which tax benefits are not recognized and the impact of discrete items. In addition, jurisdictions where the Company anticipates an ordinary loss for the fiscal year for which the Company does not anticipate future tax benefits are excluded from the overall computation of estimated annual effective tax rate and no tax benefits are recognized in the period related to losses in such jurisdictions. The impact of these items on the effective tax rate will be greater at lower levels of pre-tax earnings.

One Big Beautiful Bill Act

On July 4, 2025, House Resolution 1, also known as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA includes, among other provisions, changes to U.S. corporate income tax law impacting the taxation of domestic and international business operations, including permanently extending certain expiring provisions of the Tax Cuts and Jobs Act, restoration of accelerated depreciation on capital expenditures, deductible research and experimental expenditures, and modifications to the international tax framework. The enactment of the OBBBA did not have a material impact on the consolidated financial statements and disclosures.

Impact of valuation allowances

During the thirteen and twenty-six weeks ended August 2, 2025, the Company did not recognize income tax benefits on $ 21.8 million and $ 31.8 million, respectively, of pretax losses, primarily in Switzerland, resulting in adverse tax impacts of $ 3.4 million and $ 4.9 million, respectively. During the thirteen and twenty-six weeks ended August 2, 2025, the Company recorded income tax expense of $5.6 million for the establishment of an additional valuation allowance against the remaining net deferred tax assets in Japan.

As of August 2, 2025, the Company had foreign net deferred tax assets of approximately $ 38.3 million, including $ 10.1 million, and $ 15.7 million in China, and the United Kingdom, respectively. While the Company believes that these net deferred tax assets are more-likely-than-not to be realized, it is not a certainty, as the Company continues to evaluate and respond to situations as they emerge. Should circumstances change, the net deferred tax assets may become subject to additional valuation allowances in the future. Additional valuation allowances would result in additional tax expense.

During the thirteen and twenty-six weeks ended August 3, 2024, the Company did not recognize income tax benefits on $ 7.0 million and $ 14.6 million, respectively, of pretax losses, primarily in Switzerland, resulting in adverse tax impacts of $ 1.1 million and $ 2.2 million, respectively.

As of February 1, 2025, there were approximately $ 8.2 million, $ 5.4 million, and $ 13.4 million of net deferred tax assets in China, Japan, and the United Kingdom, respectively.

Share-based compensation

Refer to Note 12, “ SHARE-BASED COMPENSATION ,” for details on income tax benefits and charges related to share-based compensation awards during the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024.


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11. BORROWINGS

ABL Facility

The Amended and Restated Credit Agreement, as amended, of Abercrombie & Fitch Management Co. (“A&F Management”), a wholly-owned indirect subsidiary of A&F, provides for a senior secured asset-based revolving credit facility of up to $ 500 million (the “ABL Facility”), which matures on August 2, 2029. The terms of the Company’s ABL Facility have remained unchanged from those disclosed in Note 12, “ BORROWINGS ,” of the Notes to Consolidated Financial Statements contained in “Item 8. Financial Statements and Supplementary Data” of the Fiscal 2024 Form 10-K.

The Company did not have any borrowings outstanding under the ABL Facility as of August 2, 2025 or as of February 1, 2025.

As of August 2, 2025, availability under the ABL Facility was $ 499.5 million, net of $ 0.5 million in outstanding stand-by letters of credit. As the Company must maintain excess availability equal to the greater of 10% of the loan cap or $36 million under the ABL Facility, borrowing capacity available to the Company under the ABL Facility was $ 449.5 million as of August 2, 2025.

Representations, warranties and covenants

The agreements related to the ABL Facility contain various representations, warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of A&F and its subsidiaries to: grant or incur liens; incur, assume or guarantee additional indebtedness; sell or otherwise dispose of assets, including capital stock of subsidiaries; make investments in certain subsidiaries; pay dividends, make distributions or redeem or repurchase capital stock; change the nature of their business; and consolidate or merge with or into, or sell substantially all of the assets of the Company or A&F Management to another entity.

Certain of the agreements related to the ABL Facility also contain certain affirmative covenants, including reporting requirements such as delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances.

The Company was in compliance with all debt covenants under these agreements as of August 2, 2025.

12. SHARE-BASED COMPENSATION

Financial statement impact

The following table provides share-based compensation expense and the related income tax impacts for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
(in thousands)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Share-based compensation expense	$	9,793	$	9,233	$	20,384	$	20,596
Income tax benefits associated with share-based compensation expense recognized	1,487		1,240		2,885		2,518

The following table provides discrete income tax benefits and charges related to share-based compensation awards during the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024:



	Thirteen Weeks Ended				Twenty-Six Weeks Ended
(in thousands)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Income tax discrete benefits realized for tax deductions related to the issuance of shares	$	247	$	2,778	$	4,838	$	17,332

The following table provides the amount of employee tax withheld by the Company upon the issuance of shares associated with restricted stock units vesting and the exercise of stock appreciation rights for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
(in thousands)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Employee tax withheld upon issuance of shares (1)	$	768	$	2,052	$	34,830	$	67,225

(1) Classified within financing activities on the Condensed Consolidated Statements of Cash Flows.


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Restricted stock units

The following table provides the summarized activity for restricted stock units for the twenty-six weeks ended August 2, 2025:


	Service-based Restricted Stock Units			Performance-based Restricted Stock Units			Market-based Restricted Stock Units
	Number of Underlying Shares	Weighted- Average Grant Date Fair Value		Number of Underlying Shares	Weighted- Average Grant Date Fair Value		Number of Underlying Shares	Weighted- Average Grant Date Fair Value
Unvested at February 1, 2025	1,173,185	$	47.95	424,541	$	40.76	212,287	$	58.95
Granted	424,497	78.71		95,309	78.69		47,663	85.88
Adjustments for performance achievement	—	—		152,539	30.12		87,168	41.38
Vested	( 522,929 )	42.60		( 326,867 )	30.12		( 174,336 )	41.38
Forfeited	( 34,962 )	56.93		( 2,956 )	89.06		( 1,478 )	109.36
Unvested at August 2, 2025 (1)	1,039,791	$	63.00	342,566	$	56.31	171,304	$	74.95

(1) Unvested shares related to restricted stock units with performance-based and market-based vesting conditions are reflected at 100% of their target vesting amount in the table above. Unvested shares related to restricted stock units with performance-based and market-based vesting conditions can be achieved from zero up to 200% of their target vesting amount.

The following table provides the unrecognized compensation cost and the remaining weighted-average period over which these costs are expected to be recognized for restricted stock units as of August 2, 2025:


	Service-based Restricted Stock Units		Performance-based Restricted Stock Units		Market-based Restricted Stock Units
Unrecognized compensation cost (in thousands)	$	55,180	$	12,220	$	7,027
Remaining weighted-average period cost is expected to be recognized (years)	1.3		0.9		1.1

The following table provides additional information pertaining to restricted stock units for the twenty-six weeks ended August 2, 2025 and August 3, 2024:


	Twenty-Six Weeks Ended
(in thousands)	August 2, 2025		August 3, 2024
Service-based restricted stock units:
Total grant date fair value of awards granted	$	33,412	$	28,766
Total grant date fair value of awards vested	22,277		20,500

Performance-based restricted stock units:
Total grant date fair value of awards granted	7,500		6,483
Total grant date fair value of awards vested	9,845		9,659

Market-based restricted stock units:
Total grant date fair value of awards granted	4,093		4,860
Total grant date fair value of awards vested	7,214		7,574

The following table provides the weighted-average assumptions used for market-based restricted stock units in the Monte Carlo simulation during the twenty-six weeks ended August 2, 2025 and August 3, 2024:


	Twenty-Six Weeks Ended
	August 2, 2025			August 3, 2024
Grant date market price	$	78.69		$	120.56
Fair value	85.88			180.71

Price volatility	61		%	59		%
Expected term (years)	2.9			2.9
Risk-free interest rate	3.8		%	4.3		%
Dividend yield	—			—
Average volatility of peer companies	45.6			51.8
Average correlation coefficient of peer companies	0.4430			0.4866


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13. DERIVATIVE INSTRUMENTS

The Company is exposed to risks associated with changes in foreign currency exchange rates and uses derivative instruments, primarily forward contracts, to manage the financial impacts of these exposures. The Company does not use forward contracts to engage in currency speculation and does not enter into derivative financial instruments for trading purposes.

The Company uses derivative instruments, primarily foreign currency exchange forward contracts designated as cash flow hedges, to hedge the foreign currency exchange rate exposure associated with forecasted foreign-currency-denominated intercompany inventory sales to foreign subsidiaries and the related settlement of the foreign-currency-denominated intercompany receivables. Fluctuations in foreign currency exchange rates will either increase or decrease the Company’s intercompany equivalent cash flows and affect the Company’s U.S. dollar earnings. Gains or losses on the foreign currency exchange forward contracts that are used to hedge these exposures are expected to partially offset this variability. Foreign currency exchange forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed upon settlement date. These foreign currency exchange forward contracts typically have a maximum term of twelve months. The sale of the inventory to the Company’s customers will result in the reclassification of related derivative gains and losses that are reported in AOCL into earnings.

The Company also uses foreign currency exchange forward contracts to hedge certain foreign-currency-denominated net monetary assets/liabilities. Examples of monetary assets/liabilities include cash balances, receivables and payables. Fluctuations in foreign currency exchange rates result in transaction gains or losses being recorded in earnings, as GAAP requires that monetary assets/liabilities be remeasured at the spot exchange rate at quarter-end and upon settlement. The Company has chosen not to apply hedge accounting to these instruments because there are no anticipated differences in the timing of gain or loss recognition on the hedging instruments and the hedged items.

As of August 2, 2025, the Company had outstanding the following foreign currency exchange forward contracts that were entered into to hedge either a portion, or all, of forecasted foreign-currency-denominated intercompany transactions:


(in thousands)	Notional Amount (1)
Euro	$	66,284
British pound	88,178
Canadian dollar	35,827

(1) Amounts reported are the U.S. dollar notional amounts outstanding as of August 2, 2025.

As of August 2, 2025, the Company had outstanding the following foreign currency exchange forward contracts that were entered into to hedge foreign-currency-denominated net monetary assets and liabilities:


(in thousands)			Notional Amount (1)



Euro			22,310

(1) Amounts reported are the U.S. Dollar notional amounts outstanding as of August 2, 2025.

The fair value of derivative instruments is determined using quoted market prices of the same or similar instruments, adjusted for counterparty risk. The following table provides the location and amounts of derivative fair values of foreign currency exchange forward contracts on the Condensed Consolidated Balance Sheets as of August 2, 2025 and February 1, 2025:


(in thousands)	Location	August 2, 2025		February 1, 2025		Location	August 2, 2025		February 1, 2025
Derivatives designated as cash flow hedging instruments	Other current assets	$	714	$	4,315	Accrued expenses	$	6,848	$	—
Derivatives not designated as hedging instruments	Other current assets	—		—		Accrued expenses	262		—
Total		$	714	$	4,315		$	7,110	$	—

The following table provides information pertaining to derivative gains or losses from foreign currency exchange forward contracts designated as cash flow hedging instruments for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024:




	Thirteen Weeks Ended				Twenty-Six Weeks Ended
(in thousands)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
(Loss) gain recognized in AOCL (1)	$	( 1,239 )	$	( 587 )	$	( 12,575 )	$	442
(Loss) gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization (2)	( 2,328 )		527		( 728 )		1,010

(1) Amount represents the change in fair value of derivative instruments.

(2) Amount represents (loss) gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when the hedged item affects earnings, which is when merchandise is converted to cost of sales, exclusive of depreciation and amortization.

Substantially all of the unrealized gain will be recognized in costs of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income over the next twelve months .


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The following table provides additional information pertaining to derivative gains or losses from foreign currency exchange forward contracts not designated as hedging instruments for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
(in thousands)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Gain (loss) recognized in other operating (income) loss, net	$	318	$	( 219 )	$	684	$	443

14. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables provide activity in AOCL for the thirteen and twenty-six weeks ended August 2, 2025:


	Thirteen Weeks Ended August 2, 2025
(in thousands)	Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivative Financial Instruments		Total
Beginning balance at May 3, 2025	$	( 133,221 )	$	( 7,808 )	$	( 141,029 )
Other comprehensive income (loss) before reclassifications	2,153		( 1,239 )		914
Reclassified loss from AOCL (1)	—		2,328		2,328
Tax effect	—		( 41 )		( 41 )
Other comprehensive income after reclassifications	2,153		1,048		3,201
Ending balance at August 2, 2025	$	( 131,068 )	$	( 6,760 )	$	( 137,828 )

	Twenty-Six Weeks Ended August 2, 2025
(in thousands)	Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivative Financial Instruments		Total
Beginning balance at February 1, 2025	$	( 143,883 )	$	4,732	$	( 139,151 )
Other comprehensive income (loss) before reclassifications	12,815		( 12,575 )		240
Reclassified loss from AOCL (1)	—		728		728
Tax effect	—		355		355
Other comprehensive income (loss) after reclassifications	12,815		( 11,492 )		1,323
Ending balance at August 2, 2025	$	( 131,068 )	$	( 6,760 )	$	( 137,828 )

(1) Amount represents loss reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income.

The following tables provide activity in AOCL for the thirteen and twenty-six weeks ended August 3, 2024:


	Thirteen Weeks Ended August 3, 2024
(in thousands)	Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivative Financial Instruments		Total
Beginning balance at May 4, 2024	$	( 138,369 )	$	1,087	$	( 137,282 )
Other comprehensive income (loss) before reclassifications	3,441		( 587 )		2,854
Reclassified gain from AOCL (1)	—		( 527 )		( 527 )
Tax effect	—		( 36 )		( 36 )
Other comprehensive income (loss) after reclassifications	3,441		( 1,150 )		2,291
Ending balance at August 3, 2024	$	( 134,928 )	$	( 63 )	$	( 134,991 )

	Twenty-Six Weeks Ended August 3, 2024
(in thousands)	Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivative Financial Instruments		Total
Beginning balance at February 3, 2024	$	( 136,532 )	$	564	$	( 135,968 )
Other comprehensive income before reclassifications	1,604		442		2,046
Reclassified gain from AOCL (1)	—		( 1,010 )		( 1,010 )
Tax effect	—		( 59 )		( 59 )
Other comprehensive income (loss) after reclassifications	1,604		( 627 )		977
Ending balance at August 3, 2024	$	( 134,928 )	$	( 63 )	$	( 134,991 )

(1) Amount represents loss reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income.


Abercrombie & Fitch Co.			18			2025 2Q Form 10-Q

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15. SEGMENT REPORTING

The Company’s reportable segments are based on the financial information the chief operating decision maker (“CODM”) uses to allocate resources and assess performance of its business.

The Company manages its business on a geographic basis, consisting of three reportable segments: Americas; EMEA; and APAC. Corporate functions and other income and expenses are evaluated on a consolidated basis and are not allocated to the Company’s segments, and therefore are included as a reconciling item between segment and total operating income. The Americas reportable segment includes the results of operations in North America and South America. The EMEA reportable segment includes the results of operations in Europe, the Middle East and Africa. The APAC reportable segment includes the results of operations in the Asia-Pacific region, including Asia and Oceania. Intersegment sales and transfers are recorded at cost and are treated as a transfer of inventory. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance.

The group comprised of the Company’s (i) Chief Executive Officer, (ii) Chief Operating Officer, and (iii) Chief Financial Officer functions as the Company’s CODM. The Company’s CODM manages business operations and evaluates the performance of each segment based on the net sales and operating income (loss) of the segment. The CODM considers actual performance relative to expectations and growth potential to determine the appropriate allocation of resources to each segment.

Net sales by segment are presented by attributing revenues to a physical store location or geographical region that fulfills the order. Operating income (loss) for each segment includes net sales to third parties, related cost of sales and operating expenses directly attributed to the segment. Corporate/other expenses include expenses incurred that are not directly attributed to a reportable segment and primarily relate to corporate or global functions such as design, sourcing, brand management, corporate strategy, information technology, finance, treasury, legal, human resources, and other corporate support services, as well as certain globally managed components of the planning, merchandising, and marketing functions.

The Company reports inventories by segment as that information is used by the CODM in determining allocation of resources to the segments. The Company does not report its other assets by segment as that information is not used by the CODM in assessing segment performance or allocating resources.

The following tables provide the Company’s segment information as of August 2, 2025, February 1, 2025 and August 3, 2024, and for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024:


	Thirteen Weeks Ended August 2, 2025
(in thousands)	Americas (1)		EMEA		APAC		Total
Net sales	$	974,200	$	197,210	$	37,150	$	1,208,560
Cost of sales, exclusive of depreciation and amortization	360,569		77,401		13,620		451,590

Store occupancy (2)	90,136		30,106		12,082		132,324
Fulfillment (2)	68,708		22,857		4,901		96,466

Other expense (3)	134,958		42,316		12,514		189,788
Segment income (loss)	$	319,829	$	24,530	$	( 5,967 )	$	338,392
Operating loss not attributed to segments:



Corporate and other unallocated expenses (4)							( 131,734 )
Operating income							$	206,658
Interest income, net							( 2,474 )
Income before income taxes							$	209,132



Depreciation and amortization	$	20,304	$	5,913	$	1,829	$	28,046
Depreciation and amortization not attributed to segments							9,378
Total depreciation and amortization							$	37,424

Capital expenditures	$	41,958	$	8,877	$	4,839	$	55,674
Capital expenditures not attributed to segments							10,505
Total capital expenditures							$	66,179


Abercrombie & Fitch Co.			19			2025 2Q Form 10-Q

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	Thirteen Weeks Ended August 3, 2024
(in thousands)	Americas (1)		EMEA		APAC		Total
Net sales	$	901,224	$	199,682	$	33,068	$	1,133,974
Cost of sales, exclusive of depreciation and amortization	314,291		71,798		11,623		397,712

Store occupancy (2)	81,848		28,963		7,936		118,747
Fulfillment (2)	83,210		19,462		4,130		106,802

Other expense (3)	146,755		41,419		12,624		200,798
Segment income (loss)	$	275,120	$	38,040	$	( 3,245 )	$	309,915
Operating loss not attributed to segments:



Corporate and other unallocated expenses (4)							( 134,290 )
Operating income							$	175,625
Interest income, net							( 5,203 )
Income before income taxes							$	180,828



Depreciation and amortization	$	21,181	$	7,647	$	2,472	$	31,300
Depreciation and amortization not attributed to segments							8,055
Total depreciation and amortization							$	39,355

Capital expenditures	$	24,517	$	2,679	$	3,870	$	31,066
Capital expenditures not attributed to segments							11,697
Total capital expenditures							$	42,763

(1) Includes the U.S., Canada, and Latin America. Net sales in the U.S. were $ 0.9 billion and $ 0.9 billion for the thirteen weeks ended August 2, 2025 and August 3, 2024, respectively.

(2) Included in selling expense on the Condensed Consolidated Statements of Operations and Comprehensive Income.

(3) Other expense includes store payroll, other direct store controllable and marketing expenses included in selling expense, as well as allocated and support related expenses included in general and administrative expense on the Condensed Consolidated Statements of Operations and Comprehensive Income.

(4) Corporate and other unallocated expenses represent corporate overhead expenses that have not been allocated to any segment.


	Twenty-Six Weeks Ended August 2, 2025
(in thousands)	Americas (1)		EMEA		APAC		Total
Net sales	$	1,849,004	$	382,246	$	74,621	$	2,305,871
Cost of sales, exclusive of depreciation and amortization	690,492		150,998		27,233		868,723

Store occupancy (2)	175,056		59,080		22,607		256,743
Fulfillment (2)	153,754		46,343		9,834		209,931

Other expense (3)	282,913		85,261		25,324		393,498
Segment income (loss)	$	546,789	$	40,564	$	( 10,377 )	$	576,976
Operating loss not attributed to segments:



Corporate and other unallocated expenses (4)							( 268,785 )
Operating income							$	308,191
Interest income, net							( 9,257 )
Income before income taxes							$	317,448



Depreciation and amortization	$	43,259	$	11,508	$	3,867	$	58,634
Depreciation and amortization not attributed to segments							17,366
Total depreciation and amortization							$	76,000

Capital expenditures	$	71,996	$	16,906	$	8,861	$	97,763
Capital expenditures not attributed to segments							19,180
Total capital expenditures							$	116,943


Abercrombie & Fitch Co.			20			2025 2Q Form 10-Q

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	Twenty-Six Weeks Ended August 3, 2024
(in thousands)	Americas (1)		EMEA		APAC		Total
Net sales	$	1,721,345	$	364,460	$	68,899	$	2,154,704
Cost of sales, exclusive of depreciation and amortization	587,790		129,676		23,519		740,985

Store occupancy (2)	160,729		55,595		15,459		231,783
Fulfillment (2)	163,812		37,358		8,009		209,179

Other expense (3)	281,547		79,290		25,479		386,316
Segment income (loss)	$	527,467	$	62,541	$	( 3,567 )	$	586,441
Operating loss not attributed to segments:



Corporate and other unallocated expenses (4)							( 280,967 )
Operating income							$	305,474
Interest income, net							( 10,226 )
Income before income taxes							$	315,700



Depreciation and amortization	$	41,077	$	13,418	$	3,936	$	58,431
Depreciation and amortization not attributed to segments							18,613
Total depreciation and amortization							$	77,044

Capital expenditures	$	45,421	$	5,892	$	5,144	$	56,457
Capital expenditures not attributed to segments							25,192
Total capital expenditures							$	81,649

(1) Includes the U.S., Canada, and Latin America. Net sales in the U.S. were $1.8 billion and $1.6 billion for the twenty-six weeks ended August 2, 2025 and August 3, 2024, respectively.

(2) Included in selling expense on the Condensed Consolidated Statements of Operations and Comprehensive Income.

(4) Corporate and other unallocated expenses represent corporate overhead expenses that have not been allocated to any segment.


	Assets
(in thousands)	August 2, 2025		February 1, 2025		August 3, 2024
Inventories
Americas	$	482,533	$	463,148	$	438,076
EMEA	87,534		88,728		80,418
APAC	22,899		23,129		21,265
Total inventories	$	592,966	$	575,005	$	539,759
Assets not attributed to segments	2,708,975		2,724,882		2,509,799
Total assets	$	3,301,941	$	3,299,887	$	3,049,558

The Company’s long-lived assets and intellectual property, which primarily relates to trademark assets associated with the Company’s global operations, by geographic area as of August 2, 2025, February 1, 2025 and August 3, 2024 were as follows:


(in thousands)	August 2, 2025		February 1, 2025		August 3, 2024


Americas (1) (2)	$	1,124,462	$	991,673	$	1,002,222
EMEA (3)	344,708		292,285		249,522
APAC	121,125		114,388		67,390
Total	$	1,590,295	$	1,398,346	$	1,319,134

(1) Includes the U.S., Canada, and Latin America. Long-lived assets and intellectual property located in the U.S. were $ 1.1 billion, $ 965 million, and $ 971 million as of August 2, 2025, February 1, 2025 and August 3, 2024, respectively.

(2) Includes intellectual property of $ 2.9 million, $ 2.9 million, and $ 2.9 million as of August 2, 2025, February 1, 2025, and August 3, 2024, respectively.

(3) Includes intellectual property of $ 15.2 million, $ 16.6 million, and $ 17.0 million as of August 2, 2025, February 1, 2025, and August 3, 2024, respectively.

Brand Information

The following table provides additional disaggregated revenue information, which is categorized by brand, for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
(in thousands)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Abercrombie	$	551,868	$	582,416	$	1,099,815	$	1,153,929
Hollister	656,692		551,558		1,206,056		1,000,775
Total	$	1,208,560	$	1,133,974	$	2,305,871	$	2,154,704


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with the Company’s Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q in “ Item 1. Financial Statements (Unaudited) ,” to which all references to Notes in MD&A are made.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Quarterly Report on Form 10-Q or made by the Company or its management and authorized spokespeople involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s and management’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “should,” “are confident,” “will,” “could,” “outlook,” or the negative versions of those words or other comparable words, and similar expressions may identify forward-looking statements. Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. Factors that could cause results to differ from those expressed in the Company’s forward-looking statements include, but are not limited to, the risks described or referenced in Part I, Item 1A. “Risk Factors,” in the Company’s Fiscal 2024 Form 10-K and otherwise in our subsequent reports and filings with the SEC, as well as the following:

• risks related to global trade policy, including the impact of the imposition or threat of imposition of new or increased tariffs by the United States or foreign governments, other changes to trade policies or arrangements and continued uncertainties relating to such policies and arrangements, including as a result of litigation and court rulings, or a global trade war;

• risks related to changes in global economic and financial conditions, including inflation, and the resulting impact on consumer spending and our operating results, financial condition, and expense management;

• risks related to global operations, including changes in the economic or political conditions where we sell or source our products;

• risks related to the geopolitical landscape and ongoing armed conflicts, acts of terrorism, mass casualty events, social unrest, civil disturbance or disobedience and the impact of such conflicts or events on international trade, supplier delivery or increased freight costs;

• risks related to natural disasters and other unforeseen catastrophic events;

• risks related to our failure to engage our customers, anticipate customer demand, expectations, and changing fashion trends, and manage our inventory and product delivery;

• risks related to our failure to operate effectively in a highly competitive and constantly evolving industry;

• risks related to our ability to successfully invest in and execute on our customer, digital and omnichannel initiatives;

• risks related to our ability to execute on, and maintain the success of, our strategic and growth initiatives;

• risks related to the effects of seasonal fluctuations on our sales and our performance during the back-to-school and holiday selling seasons;

• risks related to fluctuations in foreign currency exchange rates;

• risks related to fluctuations in our tax obligations and effective tax rate, including as a result of earnings and losses generated from our global operations, may result in volatility in our results of operations;

• risks related to our ability to execute on, and maintain the success of, our strategic and growth initiatives;

• risks and uncertainty related to adverse public health developments;

• risks related to cybersecurity threats and privacy or data security breaches, and the potential loss or disruption of our information technology systems;

• risks related to the continued validity of our trademarks and our ability to protect our intellectual property;

• risks associated with climate change and other corporate responsibility issues;

• risks related to reputational harm to the Company, its officers, and directors;

• risks related to actual or threatened litigation; and

• uncertainties related to future legislation, regulatory reform, policy changes, or interpretive guidance on existing laws and regulations.

In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements included herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its forward-looking statements, including any financial targets and estimates, whether as a result of new information, future events,


Abercrombie & Fitch Co.			22			2025 2Q Form 10-Q

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or otherwise. As used herein, “Abercrombie & Fitch Co.,” “A&F,” “the Company,” “we,” “us,” “our,” and similar terms include Abercrombie & Fitch Co. and its subsidiaries, unless the context indicates otherwise.

INTRODUCTION

MD&A is provided as a supplement to the accompanying Condensed Consolidated Financial Statements and notes thereto to help provide an understanding of the Company’s results of operations, financial condition, and liquidity. MD&A is organized as follows:

• Overview . A general description of the Company’s business and certain segment information.

• Current Trends and Outlook . A discussion related to certain of the Company’s focus areas for the current fiscal year and a discussion of certain risks and challenges, as well as a summary of the Company’s performance for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024.

• Results of Operations . An analysis of certain components of the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024.

• Liquidity and Capital Resources . A discussion of the Company’s financial condition, changes in financial condition and liquidity as of August 2, 2025, which includes (i) an analysis of financial condition as compared to February 1, 2025; (ii) an analysis of changes in cash flows for the twenty-six weeks ended August 2, 2025, as compared to the twenty-six weeks ended August 3, 2024; and (iii) an analysis of liquidity, including availability under the Company’s ABL Facility (as defined below), the Company’s share repurchase program, and covenant compliance.

• Recent Accounting Pronouncements . A discussion, as applicable, of the recent accounting pronouncements that the Company has adopted or is currently evaluating, including the dates of adoption and/or expected dates of adoption, and their anticipated effects on the Company’s Condensed Consolidated Financial Statements.

• Critical Accounting Estimates . A discussion of the accounting estimates considered to be important to the Company’s results of operations and financial condition, which typically require significant judgment and estimation on the part of management in their application.

• Non-GAAP Financial Measures . MD&A provides a discussion of certain financial measures that have been determined to not be presented in accordance with GAAP. This section includes certain reconciliations between GAAP and non-GAAP financial measures and additional details on non-GAAP financial measures, including information as to why the Company believes that the non-GAAP financial measures provided within MD&A are useful to investors.


Abercrombie & Fitch Co.			23			2025 2Q Form 10-Q

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OVERVIEW

Business summary

The Company is a global, digitally-led omnichannel retailer. The Company offers a broad assortment of apparel, personal care products and accessories for men, women and kids, which are sold primarily through its Company-owned stores and digital channels, as well as through various third-party arrangements.

The Company’s fiscal year ends on the Saturday closest to January 31. All references herein to the Company’s fiscal years are as follows:

Fiscal year

Year ended/ending

Number of weeks

Fiscal 2024

February 1, 2025

Fiscal 2025

January 31, 2026

Fiscal 2026

January 30, 2027

Seasonality

Historically, the Company’s operations have been seasonal in nature and consist of two principal selling seasons: the spring season, which includes the first and second fiscal quarters (“Spring”), and the fall season, which includes the third and fourth fiscal quarters (“Fall”). Due to the seasonal nature of the retail apparel industry, the results of operations for any current period are not necessarily indicative of the results expected for the full fiscal year, and the Company could have significant fluctuations in certain asset and liability accounts. The Company historically experiences its greatest sales activity during the Fall season due to back-to-school and holiday sales periods, respectively.

CURRENT TRENDS AND OUTLOOK

Focus areas for Fiscal 2025

The Company introduced the Always Forward Plan in June 2022. The Always Forward Plan is anchored on our strategic growth principles, which are to:

• Execute focused growth plans;

• Accelerate an enterprise-wide digital revolution; and

• Operate with financial discipline.

While the Company has significantly outperformed certain financial targets set forth in the Always Forward Plan, the growth principles continue to serve as a framework for the Company achieving sustainable and profitable growth.

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.

The Company’s focus areas for Fiscal 2025 are to:

Execute focused growth plans by:

• driving sales growth across regions and brand families primarily through marketing and store investments in our owned and operating channels, while pursuing new geographies and markets via franchise, wholesale and licensing partnerships;

• using our regionally relevant brand playbooks globally to align the brands’ products, voices, and experiences with customers, both digitally and in-store; and

• using testing and chase strategies to deliver compelling assortments and product collections across genders.

Accelerate an enterprise-wide digital revolution to improve the customer and associate experience by:

• continuing to progress on our multi-year enterprise resource planning (“ERP”) transformation and cloud migration journey; and

• investing in digital and technology to improve experiences across key parts of the customer journey while delivering a consistent omnichannel experience.

Operate with financial discipline by:

• using our agile inventory model and pricing strategies to position the Company to support customer demand throughout the year; and


Abercrombie & Fitch Co.			24			2025 2Q Form 10-Q

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• maintaining our durable balance sheet and consistent free cash flow profile, underpinned by our disciplined investment philosophy while balancing against macro environment impacts and efficiency efforts.

Current macroeconomic conditions and tariffs

Macroeconomic conditions, such as a volatile interest rate environment, ongoing inflation, the geopolitical landscape, and foreign exchange rate fluctuations continue to impact the global economy. In addition, recent changes in legislative and regulatory developments, including enacted and proposed tariffs and other trade policies, have introduced additional uncertainty in the global economy and impacted our business and operations. For example, during Fiscal 2025, the U.S. announced a new universal baseline tariff on all U.S. imports, plus additional country-specific tariffs for select countries, including the countries from which we source a predominant portion of our merchandise, including Vietnam, Cambodia, and India. As a result, certain countries have imposed retaliatory tariffs on U.S. exports. The U.S. has reached trade agreements with certain countries, however U.S. tariff rates on imports from certain other countries remained subject to ongoing trade negotiations as of the date of this filing. It is also possible that further tariffs may be introduced or increased, or that existing tariffs may further change, resulting in continued uncertainty regarding the future of global trade relations. Additionally, recent court rulings bring additional uncertainty regarding the enforceability of the aforementioned tariffs. These continued uncertainties could disrupt our ability to procure, and/or result in increases to the cost of merchandise sourced from impacted countries. Uncertainties regarding tariffs, together with geopolitical tensions, may affect our business and operations or could lead to weakened business conditions for our industry. With continued uncertainty surrounding the geopolitical and trade environment, we continue to evaluate the impact of tariffs and other trade policies on our business and are continuing to build our playbook of mitigation strategies. Current mitigation strategies include evaluating supply chain footprint changes, negotiating with our supply chain vendors, pursuing operating expense reductions and determining ways to increase average unit retail (“AUR”) primarily through lower promotions and lower clearance selling. Assuming the estimated impact from the tariffs on goods imported into the U.S. based on with trade policies as of August 25, 2025, and factoring in certain planned mitigation strategies, we expect to incur approximately $90 million of net tariff expense, or 170 basis points as a percent of net sales, which will correspondingly negatively impact our operating profit in Fiscal 2025.

Further, in periods of perceived or actual unfavorable economic conditions, consumers may reallocate available discretionary spending or determine that they have fewer funds available for discretionary spending, which may also adversely impact demand for our products. Continued inflationary pressures could further impact expenses and have a long-term impact on the Company as increasing costs may impact its ability to maintain satisfactory margins.

Global events and supply chain disruptions

As a global multi-brand omnichannel specialty retailer, with operations in North America, Europe, the Middle East, and Asia, among other regions, management is mindful of macroeconomic risks, global challenges and the changing global geopolitical environment. The global supply chain also continues to be negatively impacted by various factors, including disruptions in major maritime routes, higher operational costs, and increased competition for supply chain availability due to uncertainty regarding tariffs and trade policy. In the past, the Company has taken certain mitigating actions in response to these disruptions, including increasing air freight usage where appropriate and prioritizing critical orders earlier to allow for longer lead times. During times of supply chain disruption, the Company may elect to pull forward product calendars which limits the effectiveness of our inventory chase model. Further mitigating actions may be needed and could result in higher freight costs in the near-term and beyond.

Management continues to monitor global events and assess the potential impacts that these and similar events may have on the business in future periods. Although management also develops and updates contingency plans to assist in mitigating potential impacts, it is possible that the Company’s preparations for such events are not adequate to mitigate their impact, and that these events could further adversely affect its business and results of operations.

Global store network modernization and growth

The Company has a goal of finding the right size, right location and right economics for omni-enabled stores that cater to local customers. The Company continues to use data to inform its focus on aligning store square footage with digital penetration, and has delivered new store experiences across brands during Fiscal 2025 .

Through the end of the second fiscal quarter, the Company opened 26 new stores, remodeled 16 stores and right-sized five store, while closing eight stores. As part of this focus, the Company’s store investment plan includes delivering approximately 40 net store openings during Fiscal 2025 consisting of opening approximately 60 new stores, while closing approximately 20 stores, pending negotiations with our landlord partners. Additionally, the Company expects approximately 40 remodels and rightsizes, during Fiscal 2025 , pending negotiations with our landlord partners.

Future closures could be completed through natural lease expirations, while certain other leases include early termination options that can be exercised under specific conditions. The Company may also elect to exit or modify other leases, and could incur charges related to these actions.

Recent Tax Law Changes


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Pillar Two Model Rules

In 2021, the Organization for Economic Cooperation and Development (“OECD”) released Pillar Two Global Anti-Base Erosion model rules (“Pillar Two Rules”), designed to ensure large corporations are taxed at a minimum rate of 15% in all countries of operation. Although the U.S. withdrew from the OECD’s global tax agreement in January 2025, other countries where the Company does business, including the U.K. and Germany, have enacted legislation implementing Pillar Two Rules, which are effective from January 1, 2024. The implementation of Pillar Two Rules in each jurisdiction in which the Company operates did not have a material impact on the Company’s effective tax rate for Fiscal 2024, and the Company does not project a material impact on the effective tax rate for Fiscal 2025. The Company will continue to evaluate the impact as additional jurisdictions enact legislation and provide further guidance.

For a discussion of material risks that have the potential to cause our actual results to differ materially from our expectations, refer to Part I, “Item 1A. Risk Factors” on the Fiscal 2024 Form 10-K.

Summary of results

The following provides a summary of results for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024:


	GAAP						Non-GAAP (1)
Thirteen Weeks Ended	August 2, 2025			August 3, 2024			August 2, 2025			August 3, 2024

Net sales (in thousands)	$	1,208,560		$	1,133,974
Change in net sales	7		%	21		%
Comparable sales (2)							3		%	18	%

Operating income (in thousands)	$	206,658		$	175,625		$	168,084
Operating income margin	17.1		%	15.5		%	13.9		%
Net income attributable to A&F (in thousands)	$	141,383		$	133,168		$	112,758
Net income per share attributable to A&F	2.91			2.50			2.32

Twenty-Six Weeks Ended
Net sales	$	2,305,871		$	2,154,704
Change in net sales	7		%	22		%
Comparable sales (2)							4		%	19	%

Operating income	$	308,191		$	305,474		$	269,617
Operating income margin	13.4		%	14.2		%	11.7		%
Net income attributable to A&F	$	221,796		$	247,018		$	193,171
Net income per share attributable to A&F	4.47			4.64			3.90

(1) Discussion as to why the Company believes that these non-GAAP financial measures are useful to investors and a reconciliation of the non-GAAP measures to the most directly comparable financial measure calculated and presented in accordance with GAAP are provided below under “ NON-GAAP FINANCIAL MEASURES .”

(2) Comparable sales are calculated on a constant currency basis and exclude revenue other than store and digital sales. Refer to the discussion below in “ NON-GAAP FINANCIAL MEASURES ,” for further details on the comparable sales calculation.

Certain components of the Company’s Condensed Consolidated Balance Sheets as of August 2, 2025 and February 1, 2025 were as follows:


(in thousands)	August 2, 2025		February 1, 2025
Cash and equivalents	$	572,730	$	772,727
Marketable securities	30,795		116,221
Inventories	592,966		575,005

Certain components of the Company’s Condensed Consolidated Statements of Cash Flows for the twenty-six-week periods ended August 2, 2025 and August 3, 2024 were as follows:


(in thousands)	August 2, 2025		August 3, 2024
Net cash provided by operating activities	$	112,893	$	260,119
Net cash used for investing activities	(31,943)		(96,649)
Net cash used for financing activities	(290,713)		(326,961)


Abercrombie & Fitch Co.			26			2025 2Q Form 10-Q

Table of Contents

RESULTS OF OPERATIONS

The estimated basis point (“BPS”) change disclosed throughout this Results of Operations section has been rounded based on the change in the percentage of net sales.

Net sales

Net sales by segment are presented by attributing revenues to a physical store location or geographical region that fulfills the order. The Company’s net sales by reportable segment for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024 were as follows:


	Thirteen Weeks Ended
(in thousands, except ratios)	August 2, 2025		August 3, 2024		$ Change		% Change		Comparable Sales (1 )
By segment:
Americas	$	974,200	$	901,224	$	72,976	8	%	5	%
EMEA	197,210		199,682		(2,472)		(1)		(5)
APAC	37,150		33,068		4,082		12		1
Total	$	1,208,560	$	1,133,974	$	74,586	7		3


	Twenty-Six Weeks Ended
(in thousands, except ratios)	August 2, 2025		August 3, 2024		$ Change		% Change		Comparable Sales (1)
By segment:
Americas	$	1,849,004	$	1,721,345	$	127,659	7	%	5	%
EMEA	382,246		364,460		17,786		5		0
APAC	74,621		68,899		5,722		8		2
Total	$	2,305,871	$	2,154,704	$	151,167	7		4

(1) Comparable sales are calculated on a constant currency basis. Refer to “ NON-GAAP FINANCIAL MEASURES , ” for further details on the comparable sales calculation.

For the second quarter of Fiscal 2025, net sales increased 7%, as compared to the second quarter of Fiscal 2024. The increase was primarily attributable to high-single digit unit volume growth, with increases in company owned and operated stores digital channels and net new stores, partially offset by reduced AUR. The year-over-year increase in net sales reflects positive comparable sales of 3%, as compared to the second quarter of Fiscal 2024. On a geographic basis for the second quarter of Fiscal 2025:

• Net sales growth in the Americas region of 8% and 5% on a comparable basis. The increase was attributable to low-double digit unit volume growth, with increases in company owned and operated stores and digital channels and net new owned and operated stores.

• Net sales decline in the EMEA region of (1)% and (5)% on a comparable basis. The decrease was attributable to lower comparable AUR from increased promotional activity, partially offset by low single-digit unit volume growth, with increases in company owned and operated stores and digital channels, new stores and favorable foreign currency.

• Net sales growth in the APAC region of 12% and 1% on a comparable basis. Sales growth was led by low single-digit unit volume growth, with increases in owned and operated store and digital channels and new owned and operated stores.

For the year-to-date period of Fiscal 2025 , net sales increased 7%, as compared to the year-to-date period of Fiscal 2024. The increase was primarily attributable to high-single digit growth unit volume growth, with increases in company owned and operated stores and digital channels. The year-over-year increase in net sales reflects positive comparable sales of 4%, as compared to the year-to-date period of Fiscal 2024. On a geographic basis for the year-to-date-period of Fiscal 2025:

• Net sales growth in the Americas region of 7% and 5% on a comparable basis. Sales growth was led by high single-digit unit volume growth, with increases in company owned and operated stores and digital channels and net new owned and operated stores.

• Net sales growth in the EMEA region of 5% and flat on a comparable basis. The increase was attributable to new store sales, low single-digit unit volume growth with an increase in in digital channels, and foreign currency partially offset by lower AUR.

• Net sales growth in the APAC region of 8% and 2% on a comparable sales basis. The increase was attributable to new store sales and low-single digit unit volume growth, with an increase in digital, partially offset by a decrease in owned and operated stores.


Abercrombie & Fitch Co.			27			2025 2Q Form 10-Q

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The Company’s net sales by brand for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024 were as follows:


	Thirteen Weeks Ended
(in thousands, except ratios)	August 2, 2025		August 3, 2024		$ Change		% Change		Comparable Sales (1)
Abercrombie	$	551,868	$	582,416	$	(30,548)	(5)	%	(11)	%
Hollister	656,692		551,558		105,134		19		19
Total	$	1,208,560	$	1,133,974	$	74,586	7		3

	Twenty-Six Weeks Ended
(in thousands, except ratios)	August 2, 2025		August 3, 2024		$ Change		% Change		Comparable Sales (1)
Abercrombie	$	1,099,815	$	1,153,929	$	(54,114)	(5)	%	(10)	%
Hollister	1,206,056		1,000,775		205,281		21		20
Total	$	2,305,871	$	2,154,704	$	151,167	7		4

(1) Comparable sales are calculated on a constant currency basis. Refer to “ NON-GAAP FINANCIAL MEASURES , ” for further details on the comparable sales calculation.

Cost of sales, exclusive of depreciation and amortization


	Thirteen Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
Cost of sales, exclusive of depreciation and amortization	$	451,590	37.4	%	$	397,712	35.1	%	230


	Twenty-Six Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net Sales				% of Net Sales		BPS Change
Cost of sales, exclusive of depreciation and amortization	$	868,723	37.7	%	$	740,985	34.4	%	330

For the second quarter of Fiscal 2025, cost of sales, exclusive of depreciation and amortization, as a percentage of net sales increased by approximately 230 basis points, as compared to the second quarter of Fiscal 2024. The percentage increase was primarily attributable to cost of sales deleverage from single-digit AUR decreases driven by volume mix and targeted promotions, and higher average unit cost (“AUC”) partially due to an approximate 40 basis point adverse tariff impact compared to the second quarter of Fiscal 2024 .

For the year-to-date period of Fiscal 2025, cost of sales, exclusive of depreciation and amortization, as a percentage of net sales increased by approximately 330 basis points, as compared to the year-to-date period of Fiscal 2024. The percentage increase was primarily attributable to cost of sales deleverage from single-digit AUR decreases driven by volume mix and targeted promotions, and higher AUC primarily related to 120 basis points in higher freight costs and an approximate 20 basis point adverse tariff impact compared to the year-to-date period of Fiscal 2024 .


Abercrombie & Fitch Co.			28			2025 2Q Form 10-Q

Table of Contents

Selling expense


	Thirteen Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
Selling expense	$	375,356	31.1	%	$	382,557	33.7	%	(260)

Excluded item:
Litigation Settlement (1)	42,874		3.5		—		—		350
Adjusted non-GAAP selling expense	$	418,230	34.6		$	382,557	33.7		90

	Twenty-Six Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net Sales				% of Net Sales		BPS Change
Selling expense	$	775,293	33.6	%	$	742,575	34.5	%	(90)

Excluded item:
Litigation Settlement (1)	42,874		1.9		—		—		190
Adjusted non-GAAP selling expense	$	818,167	35.5		$	742,575	34.5		100

(1) Refer to “ NON-GAAP FINANCIAL MEASURES ” for further details.

For the second quarter of Fiscal 2025, selling expense decreased by $7 million, as compared to the second quarter of Fiscal 2024 . Selling expense as a percentage of net sales decreased 260 basis points, as compared to the second quarter of Fiscal 2024. The decrease in rate was primarily driven by expense leverage, including an approximate 350 basis point benefit resulting from the favorable settlement of claims to resolve payment card interchange fee litigation (the “Litigation Settlement”), partially offset by an approximate 90 basis point increase in store occupancy and payrolls costs. Excluding 350 basis points of benefits related to the Litigation Settlement, adjusted non-GAAP selling expense as a percentage of net sales increased by approximately 90 basis points during the second quarter of Fiscal 2025, as compared to the second quarter of Fiscal 2024 .

For the year-to-date period of Fiscal 2025, selling expense increased by $33 million as compared to the year-to-date period of Fiscal 2024 . Selling expense as a percentage of net sales decreased 90 basis points as compared to the year-to-date period of Fiscal 2024. The decrease in rate was primarily driven by expense leverage, including an approximate 190 basis point benefit resulting from the Litigation Settlement, partially offset by an approximate 60 basis point increase in store occupancy and payroll costs and an approximate 40 basis point increase in marketing. Excluding 190 basis points of benefits related to the Litigation Settlement, adjusted non-GAAP selling expense as a percentage of net sales increased by approximately 100 basis points during the year-to-date period of Fiscal 2025, as compared to the year-to-date period of Fiscal 2024.


Abercrombie & Fitch Co.			29			2025 2Q Form 10-Q

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General and administrative expense


	Thirteen Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
General and administrative expense	$	175,325	14.5	%	$	178,147	15.7	%	(120)

Excluded item:
Litigation Settlement (1)	(4,300)		(0.4)		—		—		(40)
Adjusted non-GAAP general and administrative expense	$	171,025	14.2		$	178,147	15.7		(150)

	Twenty-Six Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net Sales				% of Net Sales		BPS Change
General and administrative expense	$	350,250	15.2	%	$	367,695	17.1	%	(190)

Excluded item:
Litigation Settlement (1)	(4,300)		(0.2)		—		—		(20)
Adjusted non-GAAP general and administrative expense	$	345,950	15.0		$	367,695	17.1		(210)

(1) Refer to “ NON-GAAP FINANCIAL MEASURES ” for further details.

For the second quarter of Fiscal 2025, general and administrative expense decreased by $3 million, as compared to the second quarter of Fiscal 2024 . General and administrative expense as a percentage of net sales decreased 120 basis points, as compared to the second quarter of Fiscal 2024. The decrease in expense rate was primarily driven by a 190 basis point decrease in employee compensation costs, partially offset by approximately 40 basis points in legal fees relating to the Litigation Settlement, and 30 basis points in other administrative expenses. Excluding 40 basis points of legal fees related to the Litigation Settlement, adjusted non-GAAP general and administrative expense as a percentage of net sales decreased by approximately 150 basis points during the second quarter of Fiscal 2025, as compared to the second quarter of Fiscal 2024 .

For the year-to-date period of Fiscal 2025, general and administration expense decreased by $17 million, as compared to the year-to-date period of Fiscal 2024. General and administrative expense as a percentage of net sales decreased 190 basis points as compared to the year-to-date period of Fiscal 2024. The decrease in expense rate was primarily driven by an approximate 200 basis point decrease in employee compensation costs, approximately 20 basis points in legal fees relating to the Litigation Settlement, partially offset by approximately 30 basis points in outside services and other administrative expenses. Excluding 20 basis points of legal fees related to the Litigation Settlement, adjusted non-GAAP general and administrative expense as a percentage of net sales during the year-to-date period of Fiscal 2025, decreased by approximately 210 basis points, as compared to the year-to-date period of Fiscal 2024.

Other operating income, net


	Thirteen Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
Other operating income, net	$	(369)	—	%	$	(67)	—	%	—


	Twenty-Six Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net Sales				% of Net Sales		BPS Change
Other operating (loss) income, net	$	3,414	0.1	%	$	(2,025)	(0.1)	%	20


Abercrombie & Fitch Co.			30			2025 2Q Form 10-Q

Table of Contents

Operating income


	Thirteen Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net sales (1)				% of Net sales (1)		BPS Change
Americas	$	319,829	32.8	%	$	275,120	30.5	%	230
EMEA	24,530		12.4		38,040		19.1		(670)
APAC	(5,967)		(16.1)		(3,245)		(9.8)		(630)
Operating loss not attributed to segments	(131,734)				(134,290)
Operating income	$	206,658	17.1		$	175,625	15.5		160
Excluded item:
Litigation Settlement (2)	38,574		3.2		—		—		320
Adjusted non-GAAP operating income	$	168,084	13.9		$	175,625	15.5		(160)






	Twenty-Six Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net Sales (1)				% of Net Sales (1)		BPS Change
Americas	$	546,789	29.6	%	$	527,467	30.6	%	(100)
EMEA	40,564		10.6		62,541		17.2		(660)
APAC	(10,377)		(13.9)		(3,567)		(5.2)		(870)
Operating loss not attributed to segments	(268,785)				(280,967)
Operating income	$	308,191	13.4		$	305,474	14.2		(80)
Excluded item:
Litigation Settlement (2)	38,574		1.7		—		—		170
Adjusted non-GAAP operating income	$	269,617	11.7		$	305,474	14.2		(250)

(1) Segment operating income as a percentage of net sales is calculated by attributing the segment’s operating income with the respective net sales in the segment.

(2) Refer to “ NON-GAAP FINANCIAL MEASURES ” for further details.

For the second quarter of Fiscal 2025, operating income increased by $31 million, or 160 basis points, as a percentage of net sales, as compared to the second quarter of Fiscal 2024.

• Operating income for the Americas region increased $45 million, or 230 basis points as a percentage of region net sales, as compared to the second quarter of Fiscal 2024. The increase as a percent of sales was primarily attributed to a benefit from the Litigation Settlement included in selling expense, partially offset by higher cost of sales, inclusive of tariffs, and deleverage on store occupancy expenses.

• Operating income for the EMEA region decreased $14 million or 670 basis points as a percentage of region net sales, as compared to the second quarter of Fiscal 2024. The decrease as a percent of sales is primarily attributed to lower comparable AUR and deleverage on stores and distribution center related fulfillment expenses.

• Operating (loss) for the APAC region increased by $3 million or 630 basis points as a percentage of region net sales, as compared to the second quarter of Fiscal 2024. The decrease as a percent of sales is primarily attributed to deleverage on higher stores and distribution expenses.

Excluding the benefits related to the Litigation Settlement, adjusted non-GAAP operating income as a percentage of net sales decreased by approximately 160 basis points during the second quarter of Fiscal 2025, as compared to the second quarter of Fiscal 2024.

For the year-to-date period of Fiscal 2025, operating income increased by $3 million compared to the year-to-date period of Fiscal 2024. As a percentage of net sales operating income decreased 80 basis points compared to the year-to-date period of Fiscal 2024.

• Operating income for the Americas increased $19 million and decreased 100 basis points as a percentage of region net sales as compared to the year-to-date period of Fiscal 2024. The decrease as a percent of sales was primarily attributed to higher cost of sales, inclusive of tariffs, and deleverage on store occupancy expenses, partially offset by a benefit from the Litigation Settlement included in selling expense.

• Operating (loss) for EMEA increased $22 million, or 660 basis points as a percentage of region net sales as compared to the year-to-date period of Fiscal 2024. The decrease as a percent of sales primarily relates to higher freight costs, marketing and deleverage on distribution center related fulfillment expenses.

• Operating (loss) for APAC increased $7 million, or 870 basis points as a percentage of region net sales, as compared to the year-to-date period of Fiscal 2024. The decrease as a percent of sales is primarily attributed to deleverage on higher stores and distribution expenses.

Excluding the benefits related to the Litigation Settlement, adjusted non-GAAP operating income as a percentage of net sales decreased by approximately 250 basis points during the year-to-date period of Fiscal 2025, as compared to the year-to-date period of Fiscal 2024.


Abercrombie & Fitch Co.			31			2025 2Q Form 10-Q

Table of Contents

Interest income, net


	Thirteen Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
Interest expense	$	620	0.1	%	$	5,189	0.5	%	(40)
Interest income	(3,094)		(0.3)		(10,392)		(1.0)		70
Interest income, net	$	(2,474)	(0.2)		$	(5,203)	(0.5)		30


	Twenty-Six Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net Sales				% of Net Sales		BPS Change
Interest expense	$	1,281	0.1	%	$	10,969	0.5	%	(40)
Interest income	(10,538)		(0.5)		(21,195)		(1.0)		50
Interest income, net	$	(9,257)	(0.4)		$	(10,226)	(0.5)		10

For the second quarter of Fiscal 2025, interest income, net decreased $2.7 million, as compared to the second quarter of Fiscal 2024. The net decrease was a result of a reduction in interest income due to the decrease in balance on time deposits and money market accounts compared to the second quarter of Fiscal 2024. This was partially offset by lower interest expense in Fiscal 2025 compared to Fiscal 2024 as a result of the redemption of the remaining outstanding balance of the 8.75% Senior Secured Notes on July 15, 2024.

For the year-to-date period of Fiscal 2025, interest income, net decreased $1.0 million, as compared to the year-to-date period of Fiscal 2024 . The net decrease was a result of a reduction in interest income due to the decrease in balance on time deposits and money market accounts compared to the year-to-date period of Fiscal 2024. This was partially offset by lower interest expense in Fiscal 2025 compared to Fiscal 2024 as a result of the redemption of the remaining outstanding balance of the 8.75% Senior Secured Notes on July 15, 2024.

Income tax expense


	Thirteen Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			Effective Tax Rate				Effective Tax Rate
Income tax expense	$	65,744	31.4	%	$	45,449	25.1	%
Excluded item:
Tax effect of pre-tax excluded items (1)	(9,949)				—
Adjusted non-GAAP income tax expense	$	55,795	32.7		$	45,449	25.1




	Twenty-Six Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			Effective Tax Rate				Effective Tax Rate
Income tax expense	$	92,321	29.1	%	$	65,243	20.7	%
Excluded item:
Tax effect of pre-tax excluded items (1)	(9,949)				—
Adjusted non-GAAP income tax expense	$	82,372	29.5		$	65,243	20.7

(1) The tax effect of pre-tax excluded items is the difference between the tax provision calculation on a GAAP basis and on an adjusted non-GAAP basis. Refer to “ NON-GAAP FINANCIAL MEASURES ,” for details of pre-tax excluded items.

The change in the effective tax rate for the second quarter and year-to-date period of Fiscal 2025, as compared with the second quarter and the year-to-date period of Fiscal 2024, is due to jurisdictional mix, a lower tax benefit on share-based compensation compared with the prior year, and the establishment of an additional valuation allowance in Japan.

Refer to Note 10, “ INCOME TAXES .”


Abercrombie & Fitch Co.			32			2025 2Q Form 10-Q

Table of Contents

Net income attributable to A&F


	Thirteen Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands)			% of Net sales				% of Net sales		BPS Change
Net income attributable to A&F	$	141,383	11.7	%	$	133,168	11.7	%	—
Excluded item, net of tax (1)	(28,625)		(2.4)		—		—		(240)
Adjusted non-GAAP net income attributable to A&F	$	112,758	9.3		$	133,168	11.7		(240)


	Twenty-Six Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands)			% of Net Sales				% of Net Sales		BPS Change
Net income attributable to A&F	$	221,796	9.6	%	$	247,018	11.5	%	(190)
Excluded item, net of tax (1)	(28,625)		(1.2)		—		0.0		(120)
Adjusted non-GAAP net income attributable to A&F	$	193,171	8.4		$	247,018	11.5		(310)

(1) Excluded items presented above under “Operating income,” and “Income tax expense”. Refer to “ NON-GAAP FINANCIAL MEASURES ” for further details.

Net income per share attributable to A&F


	Thirteen Weeks Ended
	August 2, 2025		August 3, 2024		$ Change
Net income per diluted share attributable to A&F	$	2.91	$	2.50	$	0.41
Excluded item, net of tax (1) (2)	(0.59)		—		(0.59)
Adjusted non-GAAP net income per diluted share attributable to A&F	2.32		2.50		(0.18)
Impact from changes in foreign currency exchange rates	—		0.03		(0.03)
Adjusted non-GAAP net income per diluted share attributable to A&F on a constant currency basis (2)	$	2.32	$	2.53	$	(0.21)

	Twenty-Six Weeks Ended
	August 2, 2025		August 3, 2024		$ Change
Net income per diluted share attributable to A&F	$	4.47	$	4.64	$	(0.17)
Excluded item, net of tax (1) (2)	(0.58)		—		(0.58)
Adjusted non-GAAP net income per diluted share attributable to A&F	$	3.90	$	4.64	$	(0.74)
Impact from changes in foreign currency exchange rates	—		(0.04)		0.04
Adjusted non-GAAP net income per diluted share attributable to A&F on a constant currency basis (2)	$	3.90	$	4.60	$	(0.70)

(1) Excluded items presented above under “Operating income,” and “Income tax expense”.

(2) Refer to “ NON-GAAP FINANCIAL MEASURES ” for further details.


Abercrombie & Fitch Co.			33			2025 2Q Form 10-Q

Table of Contents

EBITDA AND ADJUSTED EBITDA


	Thirteen Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
Net income	$	143,388	11.9	%	$	135,379	11.9	%	—
Income tax expense	65,744		5.4		45,449		4.0		140
Interest (income) expense, net	(2,474)		(0.2)		(5,203)		(0.5)		30
Depreciation and amortization	37,424		3.1		39,355		3.6		(50)
EBITDA (1)	$	244,082	20.2		$	214,980	19.0		120
Excluded item:
Litigation Settlement (2)	(38,574)		(3.2)		—		—		(320)
Adjusted EBITDA (1)	$	205,508	17.0		$	214,980	19.0		(200)


	Twenty-Six Weeks Ended
	August 2, 2025				August 3, 2024
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
Net income	$	225,127	9.8	%	$	250,457	11.6	%	(180)
Income tax expense	92,321		4.0		65,243		3.0		100
Interest (income) expense, net	(9,257)		(0.4)		(10,226)		(0.5)		10
Depreciation and amortization	76,000		3.3		77,044		3.7		(40)
EBITDA (1)	$	384,191	16.7		$	382,518	17.8		(110)
Excluded item:
Litigation Settlement (2)	(38,574)		(1.7)		—		0.0		(170)
Adjusted EBITDA (1)	$	345,617	15.0		$	382,518	17.8		(280)

(1) EBITDA and adjusted EBITDA are supplemental financial measures that are not defined or prepared in accordance with GAAP. EBITDA is defined as net income before interest, income taxes and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for excluded items.

(2) Refer to “ NON-GAAP FINANCIAL MEASURES ” for further details.


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LIQUIDITY AND CAPITAL RESOURCES

Overview

The Company’s capital allocation strategy and priorities are reviewed by the Board of Directors quarterly, considering both liquidity and valuation factors. The Company believes that it will have adequate liquidity to fund operating activities for the next twelve months. The Company monitors market conditions and may in the future determine whether and when to repurchase shares of its Common Stock. For a discussion of the Company’s share repurchase activity, please see below under “ Share repurchases .”

Primary sources and uses of cash

The Company’s business has two principal selling seasons: Spring and Fall. The Company generally experiences its greatest sales activity during the Fall season due to the back-to-school and holiday sales periods. The Company relies on excess operating cash flows, which are largely generated in Fall, to fund operations throughout the year and to reinvest in the business to support future growth. The Company also has the ABL Facility available as a source of additional funding, which is described further below under “ Credit facility ”.

Over the next twelve months, the Company expects its primary cash requirements to be directed towards prioritizing investments in the business and continuing to fund operating activities, including the acquisition of inventory, obligations related to compensation, marketing, data and technology, leases and any lease buyouts or modifications it may exercise, taxes and other operating activities. In addition, management continuously evaluates potential opportunities to strategically deploy excess cash and/or deleverage the balance sheet, in consideration of various factors, such as market and business conditions, and the Company’s ability to accelerate investments in the business. Such opportunities may include, but are not limited to, share repurchases.

When evaluating opportunities for investments in the business, management considers alignment with initiatives that position the business for sustainable long-term growth and with the Company’s strategic pillars as described within Part I, “Item 1. Business - STRATEGY AND KEY BUSINESS PRIORITIES” included in the Fiscal 2024 Form 10-K, including being opportunistic regarding growth opportunities. Examples of potential investment opportunities include, but are not limited to, new store experiences, and investments in the Company’s digital and omnichannel initiatives. Historically, the Company has utilized free cash flow generated from operations to fund any discretionary capital expenditures, which have been prioritized towards new store experiences, as well as digital and omnichannel investments, and information technology. For the year-to-date period ended August 2, 2025, the Company invested $116.9 million towards capital expenditures. Total capital expenditures for Fiscal 2025 are expected to be approximately $225 million.

The Company measures liquidity using total cash and cash equivalents and incremental borrowing available under the ABL Facility. As of August 2, 2025, the Company had cash and cash equivalents of $572.7 million and total liquidity of approximately $1.0 billion, compared with cash and cash equivalents of $772.7 million and total liquidity of approximately $1.2 billion at the beginning of Fiscal 2025 .

Share repurchases

In March 2025, the Company announced that the Board of Directors approved a $1.3 billion share repurchase program (the “2025 Authorization”), which replaced the prior share repurchase program of $500 million authorized by the Board of Directors in 2021. The 2025 Authorization does not have an expiration date.

During the year-to-date period ended August 2, 2025, the Company repurchased approximately 3.2 million shares of its Common Stock pursuant to this share repurchase authorization for approximately $250 million. As of August 2, 2025, t he Company had $1.1 billion in share repurchases remaining under the 2025 Authorization.

Historically, the Company has repurchased shares of its Common Stock from time to time, which repurchases are dependent on excess liquidity, market conditions and business conditions, with the objectives of returning excess cash to shareholders and offsetting dilution from issuances of Common Stock associated with the vesting of restricted stock units. Shares may be repurchased from time to time in open market or private transactions in such manner as may be deemed advisable from time to time (including, without limitation, pursuant to accelerated share repurchase programs, one or more 10b5-1 trading plans, or any other method deemed advisable) and may be discontinued at any time. The timing and amount of any such repurchases will be determined based on an evaluation of market conditions, the Company’s share price, legal requirements, and other factors.


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Credit facility

On August 2, 2024, A&F, as parent and a guarantor, A&F Management Co., as lead borrower, and certain of A&F’s direct and indirect wholly-owned subsidiaries, as additional borrowers and guarantors, entered into the Second Amendment to the Amended and Restated Credit Agreement (as amended, the “ABL Credit Agreement”). The ABL Credit Agreement provides for the ABL Facility, which is a senior secured asset-based revolving credit facility of up to $500 million. As of August 2, 2025, the Company did not have any borrowings outstanding under the ABL Facility.

Details regarding the remaining borrowing capacity under the ABL Facility as of August 2, 2025 are as follows:


(in thousands)	August 2, 2025
Loan cap	$	500,000
Less: Outstanding stand-by letters of credit	(452)
Borrowing capacity	499,548
Less: Minimum excess availability (1)	(50,000)
Borrowing capacity available	$	449,548

(1) Under the ABL Facility, the Company must maintain excess availability equal to the greater of 10% of the loan cap or $36 million.

Refer to Note 11, “ BORROWINGS .”

Income taxes

The Company’s earnings and profits from its foreign subsidiaries could be repatriated to the U.S. without incurring additional federal income tax. The Company determined that the balance of the Company’s undistributed earnings and profits from its foreign subsidiaries as of February 2, 2019 are considered indefinitely reinvested outside of the U.S., and if these funds were to be repatriated to the U.S., the Company would expect to incur an insignificant amount of state income taxes and foreign withholding taxes. The Company accrues for both state income taxes and foreign withholding taxes with respect to earnings and profits earned after February 2, 2019, in such a manner that these funds could be repatriated without incurring additional tax expense. As of August 2, 2025, $209.1 million of the Company’s $572.7 million of cash and equivalents were held by foreign affiliates.

Refer to Note 10, “ INCOME TAXES .”

Analysis of cash flows

The table below provides certain components of the Company’s Condensed Consolidated Statements of Cash Flows for the twenty-six weeks ended August 2, 2025 and August 3, 2024:


	Twenty-Six Weeks Ended
	August 2, 2025		August 3, 2024
(in thousands)
Cash and equivalents, and restricted cash and equivalents, beginning of period	$	780,395	$	909,685
Net cash provided by operating activities	112,893		260,119
Net cash used for investing activities	(31,943)		(96,649)
Net cash used for financing activities	(290,713)		(326,961)
Effect of foreign currency exchange rates on cash	9,700		101
Net decrease in cash and equivalents, and restricted cash and equivalents	(200,063)		(163,390)
Cash and equivalents, and restricted cash and equivalents, end of period	$	580,332	$	746,295

Operating activities - During the fiscal year-to-date period ended August 2, 2025, net cash provided by operating activities included an increase in cash outflows related to the timing of merchandise and advertising payables and higher inventory product costs, partially offset by increased cash receipts as a result of the 7% year-over-year increase in net sales. During the fiscal year-to-date period ended August 3, 2024, net cash provided by operating activities included increased cash receipts as a result of the 22% year-over-year increase in net sales.

Investing activities - During the fiscal year-to-date period ended August 2, 2025, net cash used for investing activities was primarily used for capital expenditures of $117 million, partially offset by the maturity of $85 million of marketable securities. Net cash used for investing activities for the fiscal year-to-date period ended August 3, 2024 was primarily used for capital expenditures of $81.6 million.

Financing activities - During the fiscal year-to-date period ended August 2, 2025, net cash used for financing activities included the purchase of approximately 3.2 million shares of Common Stock with a market value of approximately $251 million and $35 million related to shares of Common Stock withheld (repurchased) to cover tax withholdings upon vesting of share-based compensation awards. During the fiscal year-to-date period ended August 3, 2024, net cash used for financing activities included


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the repurchase of $9.3 million in the open market and redemption of $214.0 million of outstanding Senior Secured Notes, $67 million related to shares of Common Stock withheld (repurchased) to cover tax withholdings upon vesting of share-based compensation awards, and the purchase of approximately 0.2 million shares of Common Stock with a market value of approximately $30 million.

Contractual obligations

The Company’s contractual obligations consist primarily of operating leases, purchase orders for merchandise inventory, unrecognized tax benefits, certain retirement obligations, lease deposits, and other agreements to purchase goods and services that are legally binding and that require minimum quantities to be purchased. These contractual obligations impact the Company’s short-term and long-term liquidity and capital resource needs.

There have been no material changes in the Company’s contractual obligations since February 1, 2025, with the exception of those obligations which occurred in the normal course of business (primarily changes in the Company’s merchandise inventory-related purchases and lease obligations, which fluctuate throughout the year as a result of the seasonal nature of the Company’s operations).

RECENT ACCOUNTING PRONOUNCEMENTS

The Company describes its significant accounting policies in Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES , ” of the Notes to Consolidated Financial Statements contained in “Item 8. Financial Statements and Supplementary Data” included on the Fiscal 2024 Form 10-K. The Company reviews recent accounting pronouncements on a quarterly basis and has excluded discussion of those not applicable to the Company and those that did not have, or are not expected to have, a material impact on the Company’s consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES

The Company describes its critical accounting estimates in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included on the Fiscal 2024 Form 10-K. There have been no significant changes in critical accounting policies and estimates since the end of Fiscal 2024.

NON-GAAP FINANCIAL MEASURES

This Quarterly Report on Form 10-Q includes discussion of certain financial measures calculated and presented on both a GAAP and a non-GAAP basis. The Company believes that each of the non-GAAP financial measures presented in this “ Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ” is useful to investors as it provides a meaningful basis to evaluate the Company’s operating performance excluding the effect of certain items that the Company believes may not reflect its future operating outlook, thereby supplementing investors’ understanding of comparability of operations across periods. Management used these non-GAAP financial measures during the periods presented to assess the Company’s performance and to develop expectations for future operating performance. These non-GAAP financial measures should be used as a supplement to, and not as an alternative to, the Company’s GAAP financial results, and may not be calculated in the same manner as similar measures presented by other companies.

Comparable sales

The Company provides comparable sales, defined as the year-over-year percentage change in the aggregate of (1) net sales for stores that have been open as the same brand at least one year and square footage has not been expanded or reduced by more than 20% within the past year, with the prior year’s net sales converted at the current year’s foreign currency exchange rates to remove the impact of foreign currency exchange rate fluctuations, and (2) digital net sales with the prior year’s net sales converted at the current year’s foreign currency exchange rates to remove the impact of foreign currency exchange rate fluctuations. Comparable sales excludes revenue other than store and digital sales. Management uses comparable sales to understand the drivers of year-over-year changes in net sales and believes that comparable sales can be a useful metric as it can assist investors in distinguishing the portion of the Company’s revenue attributable to existing locations from the portion attributable to the opening or closing of stores. The most directly comparable GAAP financial measure is change in net sales.


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Excluded item

The following financial measures are disclosed on a GAAP and on an adjusted non-GAAP basis excluding the following item, as applicable:


Financial measures (1)						Excluded items
Selling expense						Settlement of claims to resolve payment card interchange fee litigation
General and administrative expense						Legal fees in connection with settlement of claims to resolve payment card interchange fee litigation
Operating income						Settlement, net of legal fees, of claims to resolve payment card interchange fee litigation
Income tax expense (2)						Tax effect of pre-tax excluded item
Net income and net income per share attributable to A&F (2)						Pre-tax excluded items and the tax effect of pre-tax excluded item

(1) Certain of these financial measures are also expressed as a percentage of net sales.

(2) The tax effect of excluded items is the difference between the tax provision calculation on a GAAP basis and on an adjusted non-GAAP basis.

Financial information on a constant currency basis

The Company provides certain financial information on a constant currency basis to enhance investors’ understanding of underlying business trends and operating performance by removing the impact of foreign currency exchange rate fluctuations. Management also uses financial information on a constant currency basis to award employee performance-based compensation. The effect from foreign currency exchange rates, calculated on a constant currency basis, is determined by applying the current period’s foreign currency exchange rates to the prior year’s results and is net of the year-over-year impact from hedging. The per diluted share effect from foreign currency exchange rates is calculated using a 26% effective tax rate.

Reconciliations of non-GAAP financial metrics on a constant currency basis to financial measures calculated and presented in accordance with GAAP for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024 were as follows:


(in thousands, except change in net sales, operating income margin and per share data)	Thirteen Weeks Ended							Twenty-Six Weeks Ended
Net sales	August 2, 2025		August 3, 2024		% Change			August 2, 2025		August 3, 2024		% Change
GAAP	$	1,208,560	$	1,133,974	7		%	$	2,305,871	$	2,154,704	7		%
Impact from changes in foreign currency exchange rates	—		10,707		(1)			—		10,499		—
Non-GAAP on a constant currency basis	$	1,208,560	$	1,144,681	6		%	$	2,305,871	$	2,165,203	6		%




Operating income	August 2, 2025		August 3, 2024		BPS Change (1)			August 2, 2025		August 3, 2024		BPS Change (1)
GAAP	$	206,658	$	175,625	160			$	308,191	$	305,474	(80)
Excluded items (2)	38,574		—		320			38,574		—		170
Adjusted non-GAAP	$	168,084	$	175,625	(160)			$	269,617	$	305,474	(250)
Impact from changes in foreign currency exchange rates	—		2,272		0			—		(2,962)		20
Adjusted non-GAAP on a constant currency basis	$	168,084	$	177,897	(160)			$	269,617	$	302,512	(230)
Net income per share attributable to A&F	August 2, 2025		August 3, 2024		$ Change			August 2, 2025		August 3, 2024		$ Change
GAAP	$	2.91	$	2.50	$	0.41		$	4.47	$	4.64	$	(0.17)
Excluded items, net of tax (2)	0.59		—		0.59			0.58		—		0.58
Adjusted non-GAAP	$	2.32	$	2.50	$	(0.18)		$	3.90	$	4.64	$	(0.74)
Impact from changes in foreign currency exchange rates	—		0.03		(0.03)			—		(0.04)		0.04
Adjusted non-GAAP on a constant currency basis	$	2.32	$	2.53	$	(0.21)		$	3.90	$	4.60	$	(0.70)

(1) The estimated basis point change has been rounded based on the change in the percentage of net sales.

(2) Excluded item consists of a favorable settlement, net of legal fees, of payment card interchange fee litigation


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EBITDA AND ADJUSTED EBITDA

The Company provides EBITDA and adjusted EBITDA as supplemental measures used by the Company’s executive management to assess the Company’s performance. We also believe these supplemental performance measures are meaningful information for investors and other interested parties to use in computing the Company’s core financial performance over multiple periods and with other companies by excluding the impact of differences in tax jurisdictions, debt service levels and capital investment.

A reconciliation of non-GAAP EBITDA to net income, a financial measure calculated and presented in accordance with GAAP, and the adjustments made in calculating adjusted EBITDA for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024 were as follows:


	Thirteen Weeks Ended
(in thousands, except ratios)	August 2, 2025		% of Net Sales		August 3, 2024		% of Net Sales
Net income	$	143,388	11.9	%	$	135,379	11.9	%
Income tax expense	65,744		5.4		45,449		4.0
Interest income, net	(2,474)		(0.2)		(5,203)		(0.5)
Depreciation and amortization	37,424		3.1		39,355		3.6
EBITDA (1)	$	244,082	20.2		$	214,980	19.0

Adjustments to EBITDA
Litigation Settlement (2)	(38,574)		(3.2)		—		—
Adjusted EBITDA (1)	$	205,508	17.0		$	214,980	19.0

	Twenty-Six Weeks Ended
(in thousands, except ratios)	August 2, 2025		% of Net Sales		August 3, 2024		% of Net Sales
Net income	$	225,127	9.8	%	$	250,457	11.6	%
Income tax expense	92,321		4.0		65,243		3.0
Interest (income) expense, net	(9,257)		(0.4)		(10,226)		(0.5)
Depreciation and amortization	76,000		3.3		77,044		3.7
EBITDA (1)	$	384,191	16.7		$	382,518	17.8

Adjustments to EBITDA
Litigation settlement (2)	(38,574)		(1.7)		—		—
Adjusted EBITDA (1)	$	345,617	15.0		$	382,518	17.8

(2) Refer to “ NON-GAAP FINANCIAL MEASURES ” for further details.


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Item 3. Quantitative and Qualitative Disclosures About Market Risk

INVESTMENT SECURITIES

The Company maintains its cash equivalents in financial instruments, primarily time deposits and money market funds, with original maturities of three months or less. The Company is also invested in short-term marketable securities with maturities less than twelve months. Due to the short-term nature of these instruments, changes in interest rates are not expected to materially affect the fair value of these financial instruments.

The Rabbi Trust includes amounts to meet funding obligations to participants in the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan I, the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan II, and the Supplemental Executive Retirement Plan. The Rabbi Trust assets primarily consist of trust-owned life insurance policies, which are recorded at cash surrender value. The change in cash surrender value resulted in realized gains of $0.4 million and $0.3 million for the thirteen weeks ended August 2, 2025 and August 3, 2024, respectively, and $0.7 million and $0.7 million for the twenty-six weeks ended August 2, 2025 and August 3, 2024, respectively. The realized gains were recorded in interest income, net on the Condensed Consolidated Statements of Operations and Comprehensive Income.

The Rabbi Trust assets were included in other assets on the Condensed Consolidated Balance Sheets as of August 2, 2025 and February 1, 2025 and are restricted in their use as noted above.

INTEREST RATE RISK

On July 15, 2024, the Company redeemed all of its outstanding 8.75% Senior Secured Notes, thereby eliminating that interest rate risk. This analysis for Fiscal 2025 may differ from the actual results due to potential changes in gross borrowings outstanding under the ABL Facility and potential changes in interest rate terms and limitations described within the Amended and Restated Credit Agreement.

FOREIGN CURRENCY EXCHANGE RATE RISK

A&F’s international subsidiaries generally operate with functional currencies other than the U.S. dollar. Since the Company’s Condensed Consolidated Financial Statements are presented in U.S. dollars, the Company must translate all components of these financial statements from functional currencies into U.S. dollars at exchange rates in effect during or at the end of the reporting period. The fluctuation in the value of the U.S. dollar against other currencies affects the reported amounts of revenues, expenses, assets, and liabilities. The potential impact of foreign currency exchange rate fluctuations increases as international operations relative to domestic operations increase.

A&F and its subsidiaries have exposure to changes in foreign currency exchange rates associated with foreign currency transactions and forecasted foreign currency transactions, including the purchase of inventory between subsidiaries and foreign-currency-denominated assets and liabilities. The Company has established a program that primarily utilizes foreign currency exchange forward contracts to partially offset the risks associated with the effects of certain foreign currency transactions and forecasted transactions. Under this program, increases or decreases in foreign currency exchange rate exposures are partially offset by gains or losses on foreign currency exchange forward contracts, to mitigate the impact of foreign currency exchange gains or losses. The Company does not use forward contracts to engage in currency speculation. Outstanding foreign currency exchange forward contracts are recorded at fair value at the end of each fiscal period.

Foreign currency exchange forward contracts are sensitive to changes in foreign currency exchange rates. As of August 2, 2025, the Company assessed the risk of loss in fair values from the effect of a hypothetical 10% devaluation of the U.S. dollar against the exchange rates for foreign currencies under contract. Such a hypothetical devaluation would decrease derivative contract fair values by approximately $17.4 million. As the Company’s foreign currency exchange forward contracts are primarily designated as cash flow hedges of forecasted transactions, the hypothetical change in fair values would be expected to be largely offset by the net change in fair values of the underlying hedged items. Refer to Note 13, “ DERIVATIVE INSTRUMENTS ,” for the fair value of any outstanding foreign currency exchange forward contracts included in other current assets and accrued expenses as of August 2, 2025 and February 1, 2025.


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Item 4. Controls and Procedures

DISCLOSURE CONTROLS AND PROCEDURES

A&F maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that A&F files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to A&F’s management, including A&F’s Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

A&F’s management, including the Chief Executive Officer of A&F (who serves as Principal Executive Officer of A&F) and the Senior Vice President and Chief Financial Officer of A&F (who serves as Principal Financial Officer of A&F), evaluated the effectiveness of A&F’s design and operation of its disclosure controls and procedures as of the end of the fiscal quarter ended August 2, 2025. The Chief Executive Officer of A&F (in such individual’s capacity as the Principal Executive Officer of A&F) and the Senior Vice President, Chief Financial Officer of A&F (in such individual’s capacity as the Principal Financial Officer of A&F) concluded that A&F’s disclosure controls and procedures were effective at a reasonable level of assurance as of August 2, 2025.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in A&F’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended August 2, 2025 that materially affected, or are reasonably likely to materially affect, A&F’s internal control over financial reporting.


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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its affiliates are defendants in lawsuits and other adversary proceedings that may range from individual actions involving a single plaintiff to class action lawsuits. The Company’s legal costs incurred in connection with the resolution of claims and lawsuits are generally expensed as incurred, and the Company establishes estimated liabilities for the outcome of litigation where losses are deemed probable and the amount of loss, or range of loss, is reasonably estimable. The Company also determines estimates of reasonably possible losses or ranges of reasonably possible losses in excess of related accrued liabilities, if any, when it has determined that a loss is reasonably possible, and it is able to determine such estimates. The Company’s accrued charges for certain legal contingencies are classified within accrued expenses on the Condensed Consolidated Balance Sheets included in “ Item 1. Financial Statements (Unaudited) ,” of Part I of this Quarterly Report on Form 10-Q. Based on currently available information, the Company cannot estimate a range of reasonably possible losses in excess of the accrued charges for legal contingencies. In addition, the Company has not established accruals for certain claims and legal proceedings pending against the Company where it is not possible to reasonably estimate the outcome or potential liability, and the Company cannot estimate a range of reasonably possible losses for these legal matters. Actual liabilities may differ from the amounts recorded, due to uncertainties regarding final settlement agreement negotiations and the terms of any approval by the courts, and there can be no assurance that the final resolution of legal matters will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. The Company’s assessment of the current exposure could change in the event of the discovery of additional facts.

In addition, pursuant to Item 103(c)(3)(iii) of Regulation S-K under the Exchange Act, the Company is required to disclose certain information about environmental proceedings to which a governmental authority is a party if the Company reasonably believes such proceedings may result in monetary sanctions, exclusive of interest and costs, above a stated threshold. The Company has elected to apply a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.

Item 1A. Risk Factors

The Company’s risk factors as of August 2, 2025 have not changed materially from those disclosed in Part I, “Item 1A. Risk Factors” of the Fiscal 2024 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of equity securities during the second quarter of Fiscal 2025 that were not registered under the Securities Act of 1933, as amended.

The following table provides information regarding the purchase of shares of Common Stock made by or on behalf of A&F or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act during each fiscal month of the thirteen weeks ended August 2, 2025:


Period (fiscal month)	Total Number of Shares Purchased (1)	Average Price Paid per Share (4)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)(3)(4)
May 4, 2025 through May 31, 2025	417	$	79.35	—	$	1,100,039,825
June 1, 2025 through July 5, 2025	382,129	79.93		374,414	1,070,079,572
July 6, 2025 through August 2, 2025	226,714	89.05		224,980	1,050,048,833
Total	609,260	83.33		599,394	1,050,048,833

(1) An aggregate of 9,866 shares of Common Stock purchased during the thirteen weeks ended August 2, 2025 were withheld for tax payments due upon the vesting of employee restricted stock units.

(2) On March 5, 2025, the Company announced that the Board of Directors approved a new $1.3 billion share repurchase program (the “2025 Authorization”), replacing the prior share repurchase authorization of $500 million, approved by the Board of Directors in 2021 (the “2021 Authorization”). The 2025 Authorization does not have an expiration date.

(3) The number shown represents, as of the end of each period, the approximate dollar value of Common Stock that may yet be purchased under the 2025 Authorization described in footnote 2 above. The shares may be purchased, from time to time depending on business and market conditions. The 2025 Authorization replaced the 2021 Authorization and shares may no longer be repurchased pursuant to the 2021 Authorization.

(4) The aggregate cost of share repurchases and average price paid per share excludes commissions and excise tax.


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Item 5. Other Information

During the thirteen weeks ended August 2, 2025, no director or officer of the Company adopted a new “Rule 10b5-1 trading arrangement ” or “non-Rule 10b5-1 trading arrangement,” and no director or officer of the Company modified or terminated an existing “Rule 10b5-1 trading arrangement ” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.

Item 6. Exhibits


Exhibit						Document
3.1						Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co., reflecting amendments through the date of this Quarterly Report on Form 10-Q, incorporated herein by reference to Exhibit 3.2 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2011 (File No. 001-12107). [This document represents the Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co. in compiled form incorporating all amendments. This compiled document has not been filed with the Delaware Secretary of State.]
3.2						Amended and Restated Bylaws of Abercrombie & Fitch Co. reflecting amendments through the date of this Quarterly Report on Form 10-Q, incorporated herein by reference to Exhibit 3.1 to A&F’s Current Report on Form 8-K dated and filed November 26, 2024 (File No. 001-12107) [This document represents the Amended and Restated Bylaws of Abercrombie & Fitch Co. in compiled form incorporating all amendments.]
31.1						Certifications by Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2						Certifications by Senior Vice President, Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1						Certifications by Chief Executive Officer (who serves as Principal Executive Officer) and Senior Vice President, Chief Financial Officer (who serves as Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document.*
101.SCH						Inline XBRL Taxonomy Extension Schema Document.*
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104						Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).*

* Filed herewith.

** Furnished herewith.


Abercrombie & Fitch Co.			43			2025 2Q Form 10-Q

Table of Contents

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Abercrombie & Fitch Co.

Date: September 5, 2025	By:	/s/ Robert J. Ball
		Robert J. Ball
		Senior Vice President, Chief Financial Officer (Principal Financial Officer and Authorized Officer)

	By:	/s/ Joseph Frericks
		Joseph Frericks
		Senior Vice President, Corporate Controller (Principal Accounting Officer)


Abercrombie & Fitch Co.			44			2025 2Q Form 10-Q

TABLE OF CONTENTS

Part I. Financial Information Item 1. Financial Statements (unaudited)Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co., reflecting amendments through the date of this Quarterly Report on Form 10-Q, incorporated herein by reference to Exhibit 3.2 to A&Fs Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2011 (File No. 001-12107). [This document represents the Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co. in compiled form incorporating all amendments. This compiled document has not been filed with the Delaware Secretary of State.] 3.2 Amended and Restated Bylaws of Abercrombie & Fitch Co. reflecting amendments through the date of this Quarterly Report on Form 10-Q, incorporated herein by reference to Exhibit 3.1 to A&Fs Current Report on Form 8-K dated and filed November 26, 2024 (File No. 001-12107) [This document represents the Amended and Restated Bylaws of Abercrombie & Fitch Co. in compiled form incorporating all amendments.] 31.1 Certifications by Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certifications by Senior Vice President, Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certifications by Chief Executive Officer (who serves as Principal Executive Officer) and Senior Vice President, Chief Financial Officer (who serves as Principal Financial Officer) pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.**

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Lululemon Athletica Inc.	LULU
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Avery Dennison Corporation	AVY
Avery Dennison Corporation	AVY

ANF 10-Q Quarter ended Aug. 2, 2025

Exhibits