SEC Form 10-Q filed by Abercrombie & Fitch Company

6/5/26 4:37:22 PM ET

$ANF

Clothing/Shoe/Accessory Stores

Consumer Discretionary

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anf-20260502

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 May 2, 2026


☐			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 May 29, 2026
$0.01 Par Value						44,431,710

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	6
	Index for Notes to Condensed Consolidated Financial Statements	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 5.	Other Information	35
Item 6.	Exhibits	35
	Signatures	36


Abercrombie & Fitch Co.			2			2026 1Q Form 10-Q

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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
	May 2, 2026		May 3, 2025
Net sales	$	1,113,821	$	1,097,311
Cost of sales, exclusive of depreciation and amortization	413,838		417,133

Selling expense	431,195		399,937
General and administrative expense	182,754		174,925
Other operating (income) loss, net	(2,763)		3,783
Operating income	88,797		101,533
Interest expense	450		661
Interest income	(5,737)		(7,444)
Interest income, net	(5,287)		(6,783)
Income before income taxes	94,084		108,316
Income tax expense	25,965		26,577
Net income	68,119		81,739
Less: Net income attributable to noncontrolling interests	985		1,326
Net income attributable to A&F	$	67,134	$	80,413

Net income per share attributable to A&F
Basic	$	1.49	$	1.63
Diluted	$	1.47	$	1.59

Weighted-average shares outstanding
Basic	44,969		49,214
Diluted	45,677		50,634

Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax	$	(1,081)	$	10,662
Derivative financial instruments, net of tax	2,054		(12,540)
Other comprehensive income (loss)	973		(1,878)
Comprehensive income	69,092		79,861
Less: Comprehensive income attributable to noncontrolling interests	985		1,326
Comprehensive income attributable to A&F	$	68,107	$	78,535

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


Abercrombie & Fitch Co.			3			2026 1Q Form 10-Q

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Abercrombie & Fitch Co.

Condensed Consolidated Balance Sheets

(Thousands, except par value amounts)

(Unaudited)


	May 2, 2026		January 31, 2026
Assets
Current assets:
Cash and equivalents	$	594,080	$	759,540
Marketable securities	25,144		25,036
Receivables	146,042		146,757
Inventories	532,691		601,218
Other current assets	117,202		117,913
Total current assets	1,415,159		1,650,464
Property and equipment, net	686,576		674,079
Operating lease right-of-use assets	1,115,832		997,399
Other assets	235,397		219,932
Total assets	$	3,452,964	$	3,541,874
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	257,945	$	377,465
Accrued expenses	425,149		465,549
Short-term portion of operating lease liabilities	262,316		241,265
Income taxes payable	31,708		21,721
Total current liabilities	977,118		1,106,000
Long-term liabilities:
Long-term portion of operating lease liabilities	1,030,161		926,830

Other liabilities	91,789		88,633
Total long-term liabilities	1,121,950		1,015,463
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	395,493		421,662
Retained earnings	3,757,114		3,697,814
Accumulated other comprehensive loss, net of tax (“AOCL”)	(125,195)		(126,168)
Treasury stock, at average cost: 58,869 and 58,295 shares as of May 2, 2026 and January 31, 2026, respectively	(2,688,355)		(2,590,446)
Total Abercrombie & Fitch Co. stockholders’ equity	1,340,090		1,403,895
Noncontrolling interests	13,806		16,516
Total stockholders’ equity	1,353,896		1,420,411
Total liabilities and stockholders’ equity	$	3,452,964	$	3,541,874

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


Abercrombie & Fitch Co.			4			2026 1Q Form 10-Q

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Abercrombie & Fitch Co.

Condensed Consolidated Statements of Stockholders’ Equity

(Thousands, except per share amounts)

(Unaudited)


	Thirteen Weeks Ended May 2, 2026
	Common Stock			Paid-in capital		Non-controlling interests		Retained earnings		AOCL		Treasury stock			Total stockholders’ equity
	Shares outstanding	Par value										Shares	At average cost
Balance, January 31, 2026	45,005	$	1,033	$	421,662	$	16,516	$	3,697,814	$	(126,168)	58,295	$	(2,590,446)	$	1,420,411
Net income						985		67,134							68,119
Purchase of Common Stock(1)	(1,156)											1,156	(105,554)		(105,554)

Share-based compensation issuances and exercises	582			(38,244)				(7,834)				(582)	7,645		(38,433)
Share-based compensation expense				12,075											12,075
Derivative financial instruments, net of tax										2,054					2,054
Foreign currency translation adjustments, net of tax										(1,081)					(1,081)
Distribution to noncontrolling interests, net						(3,695)									(3,695)
Ending balance at May 2, 2026	44,431	$	1,033	$	395,493	$	13,806	$	3,757,114	$	(125,195)	58,869	$	(2,688,355)	$	1,353,896

	Thirteen Weeks Ended May 3, 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						1,326		80,413							81,739
Purchase of Common Stock(1)	(2,649)											2,649	(201,566)		(201,566)

Share-based compensation issuances and exercises	557			(36,753)				(4,480)				(557)	7,171		(34,062)
Share-based compensation expense				10,591											10,591
Derivative financial instruments, net of tax										(12,540)					(12,540)
Foreign currency translation adjustments, net of tax										10,662					10,662
Distribution to noncontrolling interests, net						(3,553)									(3,553)
Ending balance at May 3, 2025	47,643	$	1,033	$	396,750	$	13,468	$	3,272,657	$	(141,029)	55,657	$	(2,340,285)	$	1,202,594
(1)Includes commissions and excise tax on share repurchases


Abercrombie & Fitch Co.			5			2026 1Q Form 10-Q

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Abercrombie & Fitch Co.

Condensed Consolidated Statements of Cash Flows

(Thousands)

(Unaudited)


	Thirteen Weeks Ended

	May 2, 2026		May 3, 2025
Operating activities
Net income	$	68,119	$	81,739
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	42,304		38,576
Amortization of capitalized cloud computing arrangement implementation costs	3,118		4,724
Asset impairment	2,185		679
Loss on disposal	677		629
Provision for deferred income taxes	5,116		9,549
Share-based compensation	12,075		10,591

Changes in assets and liabilities:
Inventories	68,300		35,511
Accounts payable and accrued expenses	(159,339)		(168,939)
Operating lease right-of-use assets and liabilities	5,360		5,048
Income taxes	9,987		7,049
Other assets	(8,723)		(27,872)
Other liabilities	(4,923)		(1,284)
Net cash provided by (used for) operating activities	44,256		(4,000)
Investing activities
Purchases of marketable securities	(9,800)		—
Proceeds from maturities of marketable securities	9,800		20,000
Purchases of property and equipment	(61,341)		(50,764)



Net cash used for investing activities	(61,341)		(30,764)
Financing activities






Purchases of Common Stock	(105,018)		(200,000)

Acquisition of Common Stock for tax withholding obligations	(38,433)		(34,062)
Other financing activities	(4,177)		(451)
Net cash used for financing activities	(147,628)		(234,513)
Effect of foreign currency exchange rates on cash	(787)		7,407
Net decrease in cash and equivalents, and restricted cash and equivalents	(165,500)		(261,870)
Cash and equivalents, and restricted cash and equivalents, beginning of period	766,916		780,395
Cash and equivalents, and restricted cash and equivalents, end of period	$	601,416	$	518,525
Supplemental information related to non-cash activities
Purchases of property and equipment accrued in accounts payable	$	58,350	$	63,113
Excise tax liability accrued on share repurchases	536		1,566
Operating lease right-of-use assets additions, net of terminations, impairments and other reductions	192,539		113,827
Supplemental information related to cash activities

Cash paid for income taxes	11,487		9,632

Cash received from income tax refunds	49		319
Cash paid for amounts included in measurement of operating lease liabilities	87,339		73,290

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


Abercrombie & Fitch Co.			6			2026 1Q Form 10-Q

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Abercrombie & Fitch Co.

Index for Notes to Condensed Consolidated Financial Statements (Unaudited)


		Page No.
Note 1.	NATURE OF BUSINESS	8
Note 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	8

Note 3.	REVENUE RECOGNITION	10
Note 4.	NET INCOME (LOSS) PER SHARE	11
Note 5.	FAIR VALUE	11
Note 6.	PROPERTY AND EQUIPMENT, NET	12
Note 7.	LEASES	12
Note 8.	ASSET IMPAIRMENT	13
Note 9.	INCOME TAXES	13
Note 10.	BORROWINGS	14
Note 11.	SHARE-BASED COMPENSATION	14
Note 12.	DERIVATIVE INSTRUMENTS	16
Note 13.	ACCUMULATED OTHER COMPREHENSIVE LOSS	17
Note 14.	SEGMENT REPORTING	17
Note 15.	CONTINGENCIES	19


Abercrombie & Fitch Co.			7			2026 1Q Form 10-Q

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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 2025

January 31, 2026

Fiscal 2026

January 30, 2027

Fiscal 2027

January 29, 2028

Interim financial statements

The Condensed Consolidated Financial Statements as of May 2, 2026, and for the thirteen week periods ended May 2, 2026 and May 3, 2025, 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 2025 filed with the SEC on March 26, 2026 (the “Fiscal 2025 Form 10-K”). The January 31, 2026 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 2026.


Abercrombie & Fitch Co.			8			2026 1Q 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 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 updates require 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 updates are effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.

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

ASU 2025-06 - Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

The update removes all references to project stages and clarifies that costs may begin to be capitalized once management has authorized the project and it is probable that the project will be completed and the software will be used to perform the function intended. The update specifies disclosure of capitalized internal-use software balance and accumulated amortization at the balance sheet date, the amortization for the period and a general description of the method used in computing amortization. The update is effective for annual periods beginning after December 15, 2027 and interim periods within those years. Early adoption is permitted.

The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and accompanying notes

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	May 2, 2026		January 31, 2026		May 3, 2025		February 1, 2025
Cash and equivalents	Cash and equivalents	$	594,080	$	759,540	$	510,563	$	772,727
Restricted cash and equivalents (1)	Other assets	7,336		7,376		7,962		7,668

Cash and equivalents and restricted cash and equivalents		$	601,416	$	766,916	$	518,525	$	780,395

(1) Restricted cash and equivalents primarily consist of amounts on deposit with banks that are used as collateral for customary non-debt banking commitments and deposits into trust accounts to conform to standard insurance security requirements.


Abercrombie & Fitch Co.			9			2026 1Q Form 10-Q

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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 May 2, 2026 and January 31, 2026, $49.9 million and $75.3 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. 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 14, “SEGMENT REPORTING.”

Contract liabilities

The following table details certain contract liabilities representing unearned revenue as of May 2, 2026, January 31, 2026, May 3, 2025, and February 1, 2025:


(in thousands)	May 2, 2026		January 31, 2026		May 3, 2025		February 1, 2025
Gift card liability (1)	$	40,218	$	48,057	$	39,391	$	45,364
Loyalty programs liability	34,311		36,878		33,065		32,199

(1)Includes $13.4 million and $9.6 million of revenue recognized during the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively, that was included in the gift card liability at the beginning of January 31, 2026 and February 1, 2025, respectively.

The following table details recognized revenue associated with the Company’s gift card program and loyalty programs for the thirteen weeks ended May 2, 2026 and May 3, 2025:


	Thirteen Weeks Ended
(in thousands)	May 2, 2026		May 3, 2025
Revenue associated with gift card redemptions and gift card breakage	$	31,477	$	30,900
Revenue associated with reward redemptions and breakage related to the Company’s loyalty programs	15,751		15,312


Abercrombie & Fitch Co.			10			2026 1Q Form 10-Q

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4. 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 weeks ended May 2, 2026 and May 3, 2025:


	Thirteen Weeks Ended
(in thousands)	May 2, 2026	May 3, 2025
Shares of Common Stock issued	103,300	103,300
Weighted-average treasury shares	(58,331)	(54,086)
Weighted-average — basic shares	44,969	49,214
Dilutive effect of share-based compensation awards	708	1,420
Weighted-average — diluted shares	45,677	50,634
Anti-dilutive shares (1)	851	894

(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.

5. FAIR VALUE

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

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

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

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

The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The 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 May 2, 2026 and January 31, 2026:


	Assets and Liabilities at Fair Value as of May 2, 2026
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (1)	$	189,156	$	11,187	$	—	$	200,343
Derivative instruments (2)	—		367		—		367
Rabbi Trust assets (3)	1,164		55,844		—		57,008
Restricted cash equivalents (1)	3,087		629		—		3,716
Total assets	$	193,407	$	68,027	$	—	$	261,434

Liabilities:
Derivative instruments (2)	$	—	$	988	$	—	$	988
Total liabilities	$	—	$	988	$	—	$	988


	Assets and Liabilities at Fair Value as of January 31, 2026
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (1)	$	341,768	$	19,109	$	—	$	360,877
Derivative instruments (2)	—		350		—		350
Rabbi Trust assets (3)	1,164		55,443		—		56,607
Restricted cash equivalents (1)	3,089		629		—		3,718
Total assets	$	346,021	$	75,531	$	—	$	421,552

Liabilities:
Derivative instruments (2)	$	—	$	2,336	$	—	$	2,336
Total liabilities	$	—	$	2,336	$	—	$	2,336

(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.


Abercrombie & Fitch Co.			11			2026 1Q Form 10-Q

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

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.

6. PROPERTY AND EQUIPMENT, NET

The following table provides property and equipment, net as of May 2, 2026 and January 31, 2026:


(in thousands)	May 2, 2026		January 31, 2026
Property and equipment, at cost	$	2,865,306	$	2,815,744
Less: Accumulated depreciation and amortization	(2,178,730)		(2,141,665)
Property and equipment, net	$	686,576	$	674,079

Refer to Note 8, “ASSET IMPAIRMENT,” for details related to property and equipment impairment charges incurred during the thirteen weeks ended May 2, 2026 and May 3, 2025.

7. 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 weeks ended May 2, 2026 and May 3, 2025:


	Thirteen Weeks Ended
(in thousands)	May 2, 2026		May 3, 2025
Single lease cost (1)	$	82,422	$	69,847
Variable lease cost (2)	47,349		48,575
Operating lease right-of-use asset impairment (3)	668		449
Sublease income	(1,067)		(988)
Total operating lease cost	$	129,372	$	117,883

(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 8, “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 $53.1 million as of May 2, 2026.


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8. ASSET IMPAIRMENT

The following table provides asset impairment charges for the thirteen weeks ended May 2, 2026 and May 3, 2025:


	Thirteen Weeks Ended
(in thousands)	May 2, 2026		May 3, 2025
Operating lease right-of-use asset impairment	$	668	$	449
Property and equipment asset impairment	1,517		230

Total asset impairment	$	2,185	$	679

Asset impairment charges for the thirteen weeks ended May 2, 2026 and May 3, 2025 related to certain of the Company’s store assets, primarily in the EMEA and APAC segments. The store impairment charges for the thirteen weeks ended May 2, 2026 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $83.1 million, including $63.7 million related to operating lease right-of-use assets.

9. 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.

Impact of valuation allowances

During the thirteen weeks ended May 2, 2026, the Company did not recognize income tax benefits on $24.9 million of pretax losses, primarily in Switzerland, resulting in adverse tax impacts of $3.9 million.

As of May 2, 2026, the Company had foreign net deferred tax assets of approximately $39.1 million, including $13.6 million and $13.5 million in the United Kingdom and China, respectively. While the Company believes that these net deferred tax assets are more-likely-than-not to be realized, it is not a certainty, as the Company continues to evaluate and respond to situations as they emerge. Should circumstances change, the net deferred tax assets may become subject to additional valuation allowances in the future. Additional valuation allowances would result in additional tax expense.

During the thirteen weeks ended May 3, 2025, the Company did not recognize income tax benefits on $10.0 million of pre-tax losses, primarily in Switzerland, resulting in adverse tax impacts of $1.5 million.

As of January 31, 2026, the Company had foreign net deferred tax assets of approximately $35.1 million, including $13.2 million, and $11.7 million in the United Kingdom and China, respectively.

Share-based compensation

Refer to Note 11, “SHARE-BASED COMPENSATION,” for details on income tax benefits and charges related to share-based compensation awards during the thirteen weeks ended May 2, 2026 and May 3, 2025.


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10. 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 13, “BORROWINGS,” of the Notes to Consolidated Financial Statements contained in “Item 8. Financial Statements and Supplementary Data” of the Fiscal 2025 Form 10-K.

The Company did not have any borrowings outstanding under the ABL Facility as of May 2, 2026 or as of January 31, 2026.

As of May 2, 2026, 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 May 2, 2026.

Representations, warranties and covenants

The agreements related to the ABL Facility contain various representations, warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of 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 May 2, 2026.

11. SHARE-BASED COMPENSATION

Financial statement impact

The following table provides share-based compensation expense and the related income tax impacts for the thirteen weeks ended May 2, 2026 and May 3, 2025:


	Thirteen Weeks Ended
(in thousands)	May 2, 2026		May 3, 2025
Share-based compensation expense	$	12,075	$	10,591
Income tax benefits associated with share-based compensation expense recognized	1,661		1,398

The following table provides discrete income tax benefits and charges related to share-based compensation awards during the thirteen weeks ended May 2, 2026 and May 3, 2025:



	Thirteen Weeks Ended
(in thousands)	May 2, 2026		May 3, 2025
Income tax discrete benefits realized for tax deductions related to the issuance of shares	$	3,559	$	4,591

The following table provides the amount of employee tax withheld by the Company upon the issuance of shares associated with restricted stock units vesting for the thirteen weeks ended May 2, 2026 and May 3, 2025:


	Thirteen Weeks Ended
(in thousands)	May 2, 2026		May 3, 2025
Employee tax withheld upon issuance of shares (1)	$	38,433	$	34,062

(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 thirteen weeks ended May 2, 2026:


	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 January 31, 2026	975,804	$	66.81	342,566	$	56.31	171,304	$	74.95
Granted	357,454	86.47		100,324	86.42		50,168	109.30
Adjustments for performance achievement	—	—		196,438	28.36		98,224	41.20
Vested	(426,946)	54.00		(392,876)	28.36		(196,448)	41.20
Forfeited	(13,109)	71.80		—	—		—	—
Unvested at May 2, 2026 (1)	893,203	$	80.72	246,452	$	90.85	123,248	$	115.83

(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 May 2, 2026:


	Service-based Restricted Stock Units		Performance-based Restricted Stock Units		Market-based Restricted Stock Units
Unrecognized compensation cost (in thousands)	$	66,451	$	15,569	$	9,337
Remaining weighted-average period cost is expected to be recognized (years)	1.4		1.2		1.2

The following table provides additional information pertaining to restricted stock units for the thirteen weeks ended May 2, 2026 and May 3, 2025:


	Thirteen Weeks Ended
(in thousands)	May 2, 2026		May 3, 2025
Service-based restricted stock units:
Total grant date fair value of awards granted	$	30,909	$	31,388
Total grant date fair value of awards vested	23,055		20,341

Performance-based restricted stock units:
Total grant date fair value of awards granted	8,670		7,500
Total grant date fair value of awards vested	11,142		9,845

Market-based restricted stock units:
Total grant date fair value of awards granted	5,483		4,093
Total grant date fair value of awards vested	8,094		7,214

The following table provides the weighted-average assumptions used for market-based restricted stock units in the Monte Carlo simulation during the thirteen weeks ended May 2, 2026 and May 3, 2025:


	Thirteen Weeks Ended
	May 2, 2026			May 3, 2025
Grant date market price	$	86.42		$	78.69
Fair value	109.30			85.88

Price volatility	60		%	61		%
Expected term (years)	2.9			2.9
Risk-free interest rate	3.6		%	3.8		%

Average volatility of peer companies	48.2			45.6
Average correlation coefficient of peer companies	0.4229			0.4430


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

The Company also uses foreign currency exchange forward contracts to hedge certain foreign-currency-denominated net monetary assets and liabilities, such as cash balances, receivables and payables. Fluctuations in foreign currency exchange rates result in transaction gains or losses being recorded in earnings, as monetary assets and liabilities are 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 differences in the timing of gain or loss recognition on the hedging instruments and the hedged items.

As of May 2, 2026, the Company had outstanding the following foreign currency exchange forward contracts that were entered into to hedge either a portion, or all, of forecasted foreign-currency-denominated intercompany transactions:


(in thousands)	Notional Amount (1)
Euro	$	59,216
British pound	69,163
Canadian dollar	35,170

(1) Amounts reported are the U.S. dollar notional amounts outstanding as of May 2, 2026.

As of May 2, 2026, 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			17,623

(1) Amounts reported are the U.S. dollar notional amounts outstanding as of May 2, 2026.

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 May 2, 2026 and January 31, 2026:


(in thousands)	Location	May 2, 2026		January 31, 2026		Location	May 2, 2026		January 31, 2026
Derivatives designated as cash flow hedging instruments	Other current assets	$	354	$	24	Accrued expenses	$	946	$	2,336
Derivatives not designated as hedging instruments	Other current assets	13		326		Accrued expenses	42		—
Total		$	367	$	350		$	988	$	2,336

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 weeks ended May 2, 2026 and May 3, 2025:




	Thirteen Weeks Ended
(in thousands)	May 2, 2026		May 3, 2025
Net gain (loss) recognized in AOCL (1)	$	1,390	$	(11,336)
Net (loss) gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization (2)	(695)		1,600

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

(2)Amount represents gains and losses reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income 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 weeks ended May 2, 2026 and May 3, 2025:


	Thirteen Weeks Ended
(in thousands)	May 2, 2026		May 3, 2025
Net (loss) gain, net recognized in other operating (income) loss, net	$	(111)	$	366

13. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables provide activity in AOCL for the thirteen weeks ended May 2, 2026:


	Thirteen Weeks Ended May 2, 2026
(in thousands)	Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivative Financial Instruments		Total
Beginning balance at January 31, 2026	$	(123,535)	$	(2,633)	$	(126,168)
Other comprehensive (loss) income before reclassifications	(1,081)		1,390		309
Reclassified net loss from AOCL (1)	—		695		695
Tax effect	—		(31)		(31)
Other comprehensive (loss) income after reclassifications	(1,081)		2,054		973
Ending balance at May 2, 2026	$	(124,616)	$	(579)	$	(125,195)

(1) Amount represents gains and losses 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 weeks ended May 3, 2025:


	Thirteen Weeks Ended May 3, 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	10,662		(11,336)		(674)
Reclassified net gain from AOCL (1)	—		(1,600)		(1,600)
Tax effect	—		396		396
Other comprehensive income (loss) after reclassifications	10,662		(12,540)		(1,878)
Ending balance at May 3, 2025	$	(133,221)	$	(7,808)	$	(141,029)

14. 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


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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 for the thirteen weeks ended May 2, 2026 and May 3, 2025 and as of May 2, 2026, January 31, 2026 and May 3, 2025:


	Thirteen Weeks Ended May 2, 2026
(in thousands)	Americas (1)		EMEA		APAC		Total
Net sales	$	899,944	$	167,373	$	46,504	$	1,113,821
Cost of sales, exclusive of depreciation and amortization	334,396		62,841		16,601		413,838

Store occupancy (2)	93,152		34,615		12,431		140,198
Fulfillment (2)	81,550		21,366		5,585		108,501

Other expense (3)	159,917		45,147		12,772		217,836
Segment income (loss)	$	230,929	$	3,404	$	(885)	$	233,448
Operating loss not attributed to segments:



Corporate and other unallocated expenses (4)							(144,651)
Operating income							$	88,797
Interest income, net							(5,287)
Income before income taxes							$	94,084



Depreciation and amortization	$	23,615	$	6,743	$	2,652	$	33,010
Depreciation and amortization not attributed to segments							9,294
Total depreciation and amortization							$	42,304

Capital expenditures	$	45,121	$	12,270	$	1,081	$	58,472
Capital expenditures not attributed to segments							2,869
Total capital expenditures							$	61,341


	Thirteen Weeks Ended May 3, 2025
(in thousands)	Americas (1)		EMEA		APAC		Total
Net sales	$	874,804	$	185,036	$	37,471	$	1,097,311
Cost of sales, exclusive of depreciation and amortization	329,923		73,597		13,613		417,133

Store occupancy (2)	84,920		28,974		10,525		124,419
Fulfillment (2)	85,046		23,486		4,933		113,465

Other expense (3)	147,955		42,945		12,810		203,710
Segment income (loss)	$	226,960	$	16,034	$	(4,410)	$	238,584
Operating loss not attributed to segments:



Corporate and other unallocated expenses (4)							(137,051)
Operating income							$	101,533
Interest income, net							(6,783)
Income before income taxes							$	108,316



Depreciation and amortization	$	22,955	$	5,595	$	2,038	$	30,588
Depreciation and amortization not attributed to segments							7,988
Total depreciation and amortization							$	38,576

Capital expenditures	$	30,038	$	8,029	$	4,022	$	42,089
Capital expenditures not attributed to segments							8,675
Total capital expenditures							$	50,764

(1)Includes the U.S., Canada, and Latin America. Net sales in the U.S. were $0.9 billion and $0.8 billion for the thirteen weeks ended May 2, 2026 and May 3, 2025, 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.


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(in thousands)	May 2, 2026		January 31, 2026		May 3, 2025
Assets
Inventories
Americas	$	425,739	$	480,078	$	432,576
EMEA	90,215		94,292		86,582
APAC	16,737		26,848		22,901
Total inventories	$	532,691	$	601,218	$	542,059
Assets not attributed to segments	2,920,273		2,940,656		2,554,117
Total assets	$	3,452,964	$	3,541,874	$	3,096,176

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 May 2, 2026, January 31, 2026 and May 3, 2025 were as follows:


(in thousands)	May 2, 2026		January 31, 2026		May 3, 2025


Americas (1) (2)	$	1,301,144	$	1,165,532	$	1,044,664
EMEA (3)	402,561		398,189		324,531
APAC	116,162		125,433		124,238
Total	$	1,819,867	$	1,689,154	$	1,493,433

(1)Includes the U.S., Canada, and Latin America. Long-lived assets and intellectual property located in the U.S. were $1.2 billion, $1.1 billion, and $1.0 billion as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.

(2)Includes intellectual property of $2.9 million, $2.9 million, and $2.9 million as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.

(3)Includes intellectual property of $14.6 million, $14.8 million, and $16.4 million as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.

Brand Information

The following table provides additional disaggregated revenue information, which is categorized by brand, for the thirteen weeks ended May 2, 2026 and May 3, 2025:


	Thirteen Weeks Ended
(in thousands)	May 2, 2026		May 3, 2025
Abercrombie	$	564,719	$	547,947
Hollister	549,102		549,364
Total	$	1,113,821	$	1,097,311

15. CONTINGENCIES

On February 20, 2026, the U.S. Supreme Court ruling invalidated tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), striking down the 10% universal baseline tariff, as well as the country-specific tariffs. On March 4, 2026, the U.S. Court of International Trade issued an order directing U.S. Customs and Border Protection to refund IEEPA tariffs that were previously collected.

The Company will apply a gain contingency model in accordance with Accounting Standards Codification Topic 450, Contingencies, to account for potential refunds of previously paid IEEPA tariffs. Under this model, a gain contingency is not recognized in the condensed consolidated financial statements until the gain is realized or realizable. Any refunds, when recognized, would be reflected as a reduction of Inventories on the Condensed Consolidated Balance Sheet to the extent the related goods remain on hand, or as a reduction of Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income for amounts related to goods already sold.

Following the February 2026 U.S. Supreme Court decision invalidating certain tariffs imposed under IEEPA, the Company applied for refunds of IEEPA-tariffs previously paid. As of May 2, 2026, the Company had not recognized any amounts related to any potential refunds.The approval, timing, and amount of any refunds are uncertain.


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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 2025 Form 10-K and otherwise in our subsequent reports and filings with the SEC, as well as the following:

•risks and uncertainties related to global trade policy and international trade disputes, including the impact of the imposition or threat of imposition of new or increased tariffs or modification of existing tariffs by the United States or foreign governments, uncertainty regarding the timing and implementation of changes to existing tariff programs, the availability, timing, and amount of potential tariff refunds, or other changes to trade policies or arrangements;

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

•risks and uncertainties related to the effectiveness and optimization of recently implemented enterprise resource planning (“ERP”) systems, including the ability to realize expected benefits and manage post-implementation activities;

•risks related to our global operations and supply chain, including political or climate-related conditions in the countries where we sell or source our products, and the resulting impacts on transportation and freight costs;

•risks related to the geopolitical landscape and ongoing armed conflicts, acts of terrorism, mass casualty events, social unrest, civil disturbance or disobedience, including regional conflicts in the Middle East, and the impact of such conflicts or events on international trade, consumer demand, supplier delivery, energy costs, or freight costs;

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

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

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

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

•risks related to our ability to successfully execute technology initiatives and partnerships, including those relating to artificial intelligence (“AI”) technology;

•risks related to our ability to execute on, and maintain the success of, our current or any future strategic and growth initiatives, including risks related to the review of strategic alternatives for our APAC business;

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

•risks related to fluctuations in foreign currency exchange rates;

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

•risks and uncertainty related to adverse public health developments;

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

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

•risks associated with corporate responsibility, including those associated with climate change;

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

•risks related to actual or threatened litigation; and

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


Abercrombie & Fitch Co.			20			2026 1Q Form 10-Q

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In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements included herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its forward-looking statements, including any financial targets and estimates, whether as a result of new information, future events, or otherwise. As used herein, “Abercrombie & Fitch Co.,” “A&F,” “the Company,” “we,” “us,” “our,” and similar terms include Abercrombie & Fitch Co. and its subsidiaries, unless the context indicates otherwise.

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 weeks ended May 2, 2026 and May 3, 2025.

•Results of Operations. An analysis of certain components of the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income for the thirteen weeks ended May 2, 2026 and May 3, 2025.

•Liquidity and Capital Resources. A discussion of the Company’s financial condition, changes in financial condition and liquidity as of May 2, 2026, which includes (i) an analysis of financial condition as compared to January 31, 2026; (ii) an analysis of changes in cash flows for the thirteen weeks ended May 2, 2026, as compared to the thirteen weeks ended May 3, 2025; 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.


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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 2025

January 31, 2026

Fiscal 2026

January 30, 2027

Fiscal 2027

January 29, 2028

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 2026

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

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

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

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

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

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

Tariffs

Changes in trade policy and related uncertainty, including enacted and proposed tariffs affecting countries from which we source a significant portion of our merchandise, have resulted in a dynamic and unpredictable trade environment that has adversely impacted our business and operations. These impacts include volatility in duties on merchandise sourced from impacted countries and added complexity to our supply chain and sourcing processes.

While certain tariffs have been struck down, modified, or replaced, other tariffs have subsequently been imposed or proposed, including the imposition of a temporary 10% global tariff pursuant to Section 122 of the Trade Act of 1974 through July 24, 2026. Additional, increased, or modified tariffs may be imposed without warning through various statutes and trade authorities, which could lead to weakened business conditions for our industry and could result in increases to the cost of merchandise sourced


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from impacted countries.

Following the February 2026 U.S. Supreme Court decision invalidating certain tariffs imposed under IEEPA, the Company applied for refunds of IEEPA tariffs previously paid; however the timing, approval, and amount of such refunds ultimately received remains uncertain. As of May 2, 2026, the Company had not recognized any refunds of IEEPA tariffs.

Based on current assumptions regarding tariffs on goods imported into the U.S., including the impact of a 10% tariff rate for the fiscal second quarter and a 15% tariff rate thereafter for the remainder of Fiscal 2026, factoring in certain planned mitigation strategies and excluding any refunds of IEEPA tariffs, we expect to incur approximately $10 million of incremental impact, or approximately 20 basis points as a percentage of net sales, compared to Fiscal 2025, which would negatively impact our operating income during Fiscal 2026.

The Company continues to evaluate the impact of tariffs and other trade policies on its business and is executing against our playbook of mitigation strategies, which includes evaluating supply chain footprint changes, supply chain vendor negotiations, pursuing operating expense reductions, and determining ways to increase average unit retail (“AUR”).

Current macroeconomic conditions and global events

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. Recently, the global markets have experienced fluctuations in fuel and other energy related costs, which could lead to greater uncertainty regarding the overall economic environment and consumer spending. During periods of perceived or actual unfavorable economic conditions, consumers may reallocate available discretionary spending or determine that they have fewer funds available for discretionary spending, which may also adversely impact demand for our products. Continued inflationary pressures could further impact expenses and have a longer-term impact on our ability to maintain satisfactory margins.

In addition, as a global multi-brand omnichannel specialty retailer, with operations in North America, Europe, the Middle East, and Asia, among other regions, we are exposed to global events and geopolitical developments, including armed conflicts in certain regions, that may adversely impact our operations and consumer demand in affected markets. For example, armed conflicts in the Middle East have disrupted, and may continue to affect, consumer demand patterns in affected markets. 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.

Supply chain disruptions

Global supply chain conditions continue to be affected by disruptions in major maritime routes, higher transportation and logistics costs, and increased competition for supply chain capacity due to uncertainty in the global trade environment and ongoing armed conflicts. For example, armed conflicts in the Middle East have contributed to elevated freight rates and longer transit times compared to historical levels, and prolonged or escalating conflicts could result in additional supply chain disruption, including higher energy and transportation costs (such as fuel related charges), shipping delays, or increased costs from using air freight instead of ocean freight to mitigate inventory delays.

Store Count

As of May 2, 2026, the Company operated 834 retail stores and the Company’s franchisees operated 62 franchise stores across the Company’s regions and brands as detailed in the table below.


	Americas	EMEA	APAC	Total
Company-owned
Abercrombie	240	38	31	309
Hollister	399	101	25	525
Company-owned total	639	139	56	834

Franchise
Abercrombie	21	9	8	38
Hollister	10	10	4	24
Franchise total	31	19	12	62

Total	670	158	68	896

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


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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 2026.

Through the end of the first fiscal quarter, the Company opened six new stores, remodeled 24 stores and right-sized two stores, while closing one store. As part of this focus, the Company’s store investment plan includes delivering approximately 30 net store openings during Fiscal 2026 consisting of opening approximately 50 new stores, while closing approximately 20 stores, pending negotiations with our landlord partners. Additionally, the Company expects approximately 80 remodels and right-sizes during Fiscal 2026, 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.

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 2025 Form 10-K.

Summary of results

The following provides a summary of results for the thirteen weeks ended May 2, 2026 and May 3, 2025:


	GAAP						Non-GAAP (1)
Thirteen Weeks Ended	May 2, 2026			May 3, 2025			May 2, 2026		May 3, 2025

Net sales (in thousands)	$	1,113,821		$	1,097,311
Change in net sales	2		%	8		%
Comparable sales (2)							(1)	%	4	%

Operating income (in thousands)	$	88,797		$	101,533
Operating income margin	8.0		%	9.3		%
Net income attributable to A&F (in thousands)	$	67,134		$	80,413
Net income per diluted share attributable to A&F	1.47			1.59

(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 May 2, 2026 and January 31, 2026 were as follows:


(in thousands)	May 2, 2026		January 31, 2026
Cash and equivalents	$	594,080	$	759,540
Marketable securities	25,144		25,036
Inventories	532,691		601,218

Certain components of the Company’s Condensed Consolidated Statements of Cash Flows for the thirteen-week periods ended May 2, 2026 and May 3, 2025 were as follows:


(in thousands)	May 2, 2026		May 3, 2025
Net cash provided by (used for) operating activities	$	44,256	$	(4,000)
Net cash used for investing activities	(61,341)		(30,764)
Net cash used for financing activities	(147,628)		(234,513)


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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 weeks ended May 2, 2026 and May 3, 2025 were as follows:


	Thirteen Weeks Ended
(in thousands, except ratios)	May 2, 2026		May 3, 2025		$ Change		% Change		Comparable Sales (1)
By segment:
Americas	$	899,944	$	874,804	$	25,140	3	%	1	%
EMEA	167,373		185,036		(17,663)		(10)		(11)
APAC	46,504		37,471		9,033		24		15
Total	$	1,113,821	$	1,097,311	$	16,510	2		(1)

(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 first quarter of Fiscal 2026, net sales increased 2%, as compared to the first quarter of Fiscal 2025. The increase was primarily attributable to low-single-digit AUR growth, driven by selected changes to tickets and promotions, coupled with an increase in new owned and operated stores and favorable foreign currency. The year-over-year increase in net sales reflects negative comparable sales of (1)%, as compared to the first quarter of Fiscal 2025. On a geographic basis for the first quarter of Fiscal 2026:

•Net sales growth in the Americas region of 3% and 1% on a reported and comparable sales basis, respectively. The reported increase was primarily attributable to low-single-digit AUR growth, and low-single-digit direct channel unit volume growth with an increases in Company-owned and operated stores, and digital channels. The comparable sales growth percentage is lower than net sales growth percentage, as comparable sales excludes the net impact of new store openings during the period which had a benefit on net sales growth.

•Net sales decline in the EMEA region of (10)% and (11)% on a reported and comparable sales basis, respectively. The reported decline was attributable lower third-party volume, particularly in the Middle East and other European markets as regional conflict conditions escalated during the quarter, partially offset by a low-single-digit AUR growth and favorable foreign currency. Direct unit channel volume decreased by high-single digits, with decreases in Company-owned and operated stores and digital channels.

•Net sales growth in the APAC region of 24% and 15% on a reported and comparable sales basis, respectively. The reported increase was led by high-single-digit AUR growth, higher third-party volume and favorable foreign currency. Direct unit channel volume increased low-double digits with increases in Company-owned and operated stores and digital channels. The comparable sales growth percentage is lower than net sales growth percentage, as comparable sales excludes the net impact of new store openings during the period which had a benefit on net sales growth.

The Company’s net sales by brand for the thirteen weeks ended May 2, 2026 and May 3, 2025 were as follows:


	Thirteen Weeks Ended
(in thousands, except ratios)	May 2, 2026		May 3, 2025		$ Change		% Change		Comparable Sales (1)
Abercrombie	$	564,719	$	547,947	$	16,772	3	%	—	%
Hollister	549,102		549,364		(262)		—		(2)
Total	$	1,113,821	$	1,097,311	$	16,510	2		(1)

(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
	May 2, 2026				May 3, 2025
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
Cost of sales, exclusive of depreciation and amortization	$	413,838	37.2	%	$	417,133	38.0	%	(80)

For the first quarter of Fiscal 2026, cost of sales, exclusive of depreciation and amortization, as a percentage of net sales decreased by approximately 80 basis points, as compared to the first quarter of Fiscal 2025. The percentage decrease was primarily attributable to cost of sales leverage from a 180 basis point decline in freight costs, a decline in foreign currency and AUR growth driven by selected changes to tickets and promotions, partially offset by 180 basis points of adverse tariff impacts, compared to the first quarter of Fiscal 2025.


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Selling expense


	Thirteen Weeks Ended
	May 2, 2026				May 3, 2025
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
Selling expense	$	431,195	38.7	%	$	399,937	36.4	%	230

For the first quarter of Fiscal 2026, selling expense increased by $31 million, as compared to the first quarter of Fiscal 2025. Selling expense as a percentage of net sales increased 230 basis points, as compared to the first quarter of Fiscal 2025. The increase in rate was primarily driven by expense deleverage, with an approximate 190 basis point increase in store occupancy, payroll and other controllable costs, an approximate 90 basis point increase in marketing, partially offset by an approximate 60 basis point decline in fulfillment expense.

General and administrative expense


	Thirteen Weeks Ended
	May 2, 2026				May 3, 2025
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
General and administrative expense	$	182,754	16.4	%	$	174,925	15.9	%	50

For the first quarter of Fiscal 2026, general and administrative expense increased by $8 million, as compared to the first quarter of Fiscal 2025. General and administrative expense as a percentage of net sales increased 50 basis points, as compared to the first quarter of Fiscal 2025. The increase in expense rate was primarily driven by a 60 basis point increase in employee compensation costs, occupancy and other administrative expenses.

Other operating (income) loss, net


	Thirteen Weeks Ended
	May 2, 2026				May 3, 2025
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
Other operating (income) loss, net	$	(2,763)	(0.2)	%	$	3,783	0.3	%	(50)

Operating income


	Thirteen Weeks Ended
	May 2, 2026				May 3, 2025
(in thousands, except ratios)			% of Net sales(1)				% of Net sales(1)		BPS Change
Americas	$	230,929	25.7	%	$	226,960	25.9	%	(20)
EMEA	3,404		2.0		16,034		8.7		(670)
APAC	(885)		(1.9)		(4,410)		(11.8)		990
Operating loss not attributed to segments	(144,651)				(137,051)
Operating income	$	88,797	8.0		$	101,533	9.3		(130)

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

For the first quarter of Fiscal 2026, operating income decreased by $13 million, or 130 basis points, as a percentage of net sales, as compared to the first quarter of Fiscal 2025.

•Operating income for the Americas region increased $4 million, and decreased 20 basis points as a percentage of region net sales, as compared to the first quarter of Fiscal 2025. The decrease as a percent of sales was primarily attributed to deleverage in marketing investments and store-related expenses, partially offset by cost of sales leverage.

•Operating income for the EMEA region decreased $12.6 million or 670 basis points as a percentage of region net sales, as compared to the first quarter of Fiscal 2025. The decrease as a percent of sales is primarily attributed to deleverage in store-related expenses, partially offset by cost of sales leverage.

•Operating (loss) for the APAC region decreased by $3.5 million or 990 basis points as a percentage of region net sales, as compared to the first quarter of Fiscal 2025. The decrease as a percent of sales is primarily attributed to leverage in cost of sales, store-related, fulfillment and administrative expenses.


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Interest income, net


	Thirteen Weeks Ended
	May 2, 2026				May 3, 2025
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
Interest expense	$	450	—	%	$	661	0.1	%	(10)
Interest income	(5,737)		(0.5)		(7,444)		(0.7)		20
Interest income, net	$	(5,287)	(0.5)		$	(6,783)	(0.6)		10

For the first quarter of Fiscal 2026, interest income, net decreased $1.5 million, as compared to the first quarter of Fiscal 2025. The net decrease was a result of a reduction in interest income due to the decrease in balance and yield on time deposits and money market accounts compared to the first quarter of Fiscal 2025.

Income tax expense


	Thirteen Weeks Ended
	May 2, 2026				May 3, 2025
(in thousands, except ratios)			Effective Tax Rate				Effective Tax Rate
Income tax expense	$	25,965	27.6	%	$	26,577	24.5	%

The change in the effective tax rate for the first quarter of Fiscal 2026, as compared with the first quarter of Fiscal 2025, is due to jurisdictional mix and a lower tax benefit on share-based compensation compared with the prior-year period

Refer to Note 9, “INCOME TAXES.”

Net income attributable to A&F


	Thirteen Weeks Ended
	May 2, 2026				May 3, 2025
(in thousands)			% of Net sales				% of Net sales		BPS Change
Net income attributable to A&F	$	67,134	6.0	%	$	80,413	7.3	%	(130)

Net income per share attributable to A&F


	Thirteen Weeks Ended
	May 2, 2026		May 3, 2025		$ Change
Net income per diluted share attributable to A&F	$	1.47	$	1.59	$	(0.12)


Impact from changes in foreign currency exchange rates	—		0.11		(0.11)
Net income per diluted share attributable to A&F on a constant currency basis (1)	$	1.47	$	1.70	$	(0.23)

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

EBITDA


	Thirteen Weeks Ended
	May 2, 2026				May 3, 2025
(in thousands, except ratios)			% of Net sales				% of Net sales		BPS Change
Net income	$	68,119	6.1	%	$	81,739	7.4	%	(130)
Income tax expense	25,965		2.3		26,577		2.4		(10)
Interest income, net	(5,287)		(0.5)		(6,783)		(0.6)		10
Depreciation and amortization	42,304		3.9		38,576		3.6		30
EBITDA (1)	$	131,101	11.8		$	140,109	12.8		(100)

(1)EBITDA is a supplemental financial measure that is not defined or prepared in accordance with GAAP. EBITDA is defined as net income before interest, income taxes and depreciation and amortization.


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LIQUIDITY AND CAPITAL RESOURCES

Overview

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

Primary sources and uses of cash

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

Over the next twelve months, the Company expects its primary cash requirements to be directed towards prioritizing investments in the business and continuing to fund operating activities, including the acquisition of inventory, obligations related to compensation, marketing, data and technology, leases and any lease buyouts or modifications it may exercise, taxes and other operating activities. In addition, management continuously evaluates potential opportunities to strategically deploy excess cash and/or deleverage the balance sheet, in consideration 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 priorities as described within Part I, “Item 1. Business - STRATEGY AND KEY BUSINESS PRIORITIES” included in the Fiscal 2025 Form 10-K, including being opportunistic regarding areas for growth. Examples of potential investment opportunities include, but are not limited to, new store experiences, and investments in the Company’s digital and omnichannel initiatives. Historically, the Company has utilized free cash flow generated from operations to fund any discretionary capital expenditures, which have been prioritized towards new store experiences, as well as marketing, digital and omnichannel investments, and information technology. For the year-to-date period ended May 2, 2026, the Company invested $61.3 million towards capital expenditures. Total capital expenditures for Fiscal 2026 are expected to be around $225 million.

The Company measures liquidity using total cash and cash equivalents and incremental borrowing available under the ABL Facility. As of May 2, 2026, the Company had cash and cash equivalents of $594.1 million and total liquidity of approximately $1.0 billion, compared with cash and cash equivalents of $759.5 million and total liquidity of approximately $1.2 billion at the beginning of Fiscal 2026.

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 fiscal year-to-date period ended May 2, 2026, the Company repurchased approximately 1.2 million shares of its Common Stock pursuant to the 2025 Authorization for approximately $105 million. As of May 2, 2026, the Company had $745 million in share repurchases remaining under the 2025 Authorization.

Historically, the Company has repurchased shares of its Common Stock from time to time, which repurchases are dependent on excess liquidity, market conditions and business conditions, with the objectives of returning excess cash to 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 the 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. The Company is not obligated to repurchase any specific amount of shares of its Common Stock.


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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 a senior secured asset-based revolving credit facility of up to $500 million (the “ABL Facility”), which matures on August 2, 2029. The ABL Facility is subject to a borrowing base, consisting primarily of inventory located in the U.S., the United Kingdom, and the Netherlands, with a letter of credit sub-limit of $62.5 million, a swing line loan sub-limit of $30 million, and an accordion feature allowing A&F to increase the revolving commitment by up to $150 million subject to specified conditions.

As of May 2, 2026, the Company did not have any borrowings outstanding under the ABL Facility.

Details regarding the remaining borrowing capacity under the ABL Facility as of May 2, 2026 are as follows:


(in thousands)	May 2, 2026
Loan cap	$	500,000
Less: Outstanding stand-by letters of credit	(469)
Borrowing capacity	499,531
Less: Minimum excess availability (1)	(50,000)
Borrowing capacity available	$	449,531

(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 10, “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 May 2, 2026, $225.7 million of the Company’s $594.1 million of cash and equivalents were held by foreign affiliates.

Refer to Note 9, “INCOME TAXES.”

Analysis of cash flows

The table below provides certain components of the Company’s Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended May 2, 2026 and May 3, 2025:


	Thirteen Weeks Ended
	May 2, 2026		May 3, 2025
(in thousands)
Cash and equivalents, and restricted cash and equivalents, beginning of period	$	766,916	$	780,395
Net cash provided by (used for) operating activities	44,256		(4,000)
Net cash used for investing activities	(61,341)		(30,764)
Net cash used for financing activities	(147,628)		(234,513)
Effect of foreign currency exchange rates on cash	(787)		7,407
Net decrease in cash and equivalents, and restricted cash and equivalents	(165,500)		(261,870)
Cash and equivalents, and restricted cash and equivalents, end of period	$	601,416	$	518,525


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Operating activities - For the fiscal year-to-date period ended May 2, 2026, net cash provided by operating activities increased by $48.3 million, primarily related to $32.8 million in lower inventory receipts and increased cash receipts as a result of the 2% year-over-year increase in net sales, as well as $9.6 million from the impact from changes in accounts payable and accrued expenses related to the timing of merchandise payables and decreased incentive compensation payments. During the fiscal year-to-date period ended May 3, 2025, net cash used for operating activities included an increase in cash outflows related to the timing of merchandise and advertising payables, partially offset by increased cash receipts as a result of the 8% year-over-year increase in net sales.

Investing activities - For the fiscal year-to-date period ended May 2, 2026, net cash used for investing activities increased by $30.6 million primarily related to capital expenditures of $61.3 million Net cash used for investing activities for the fiscal year-to-date period ended May 3, 2025 was primarily used for capital expenditures of $50.8 million, partially offset by the maturity of $20.0 million of marketable securities.

Financing activities - For the fiscal year-to-date period ended May 2, 2026, net cash used for financing activities included the purchase of approximately 1.2 million shares of Common Stock with a market value of approximately $105.0 million and $38.4 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 May 3, 2025, net cash used for financing activities included the purchase of approximately 2.6 million shares of Common Stock with a market value of approximately $200.0 million and $34.1 million related to shares of Common Stock withheld (repurchased) to cover tax withholdings upon vesting of share-based compensation awards.

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 January 31, 2026, 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 2025 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 2025 Form 10-K. There have been no significant changes in critical accounting policies and estimates since the end of Fiscal 2025.

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


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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.

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 weeks ended May 2, 2026 and May 3, 2025 were as follows:


(in thousands, except change in net sales, operating income margin and per share data)	Thirteen Weeks Ended
Net sales	May 2, 2026		May 3, 2025		% Change
GAAP	$	1,113,821	$	1,097,311	2		%
Impact from changes in foreign currency exchange rates	—		11,019		(1)
Non-GAAP on a constant currency basis	$	1,113,821	$	1,108,330	—		%




Operating income	May 2, 2026		May 3, 2025		BPS Change (1)
GAAP	$	88,797	$	101,533	(130)


Impact from changes in foreign currency exchange rates	—		7,486		(50)
Non-GAAP on a constant currency basis	$	88,797	$	109,019	(180)
Net income per share attributable to A&F	May 2, 2026		May 3, 2025		$ Change
GAAP	$	1.47	$	1.59	$	(0.12)


Impact from changes in foreign currency exchange rates	—		0.11		(0.11)
Non-GAAP on a constant currency basis	$	1.47	$	1.70	$	(0.23)

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

EBITDA

The Company provides EBITDA as a supplemental measure used by the Company’s executive management to assess the Company’s performance. We also believe this supplemental performance measure is 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, for the thirteen weeks ended May 2, 2026 and May 3, 2025 were as follows:














	Thirteen Weeks Ended
(in thousands, except ratios)	May 2, 2026		% of Net Sales		May 3, 2025		% of Net Sales
Net income	$	68,119	6.1	%	$	81,739	7.4	%
Income tax expense	25,965		2.3		26,577		2.4
Interest income, net	(5,287)		(0.5)		(6,783)		(0.6)
Depreciation and amortization	42,304		3.9		38,576		3.6
EBITDA (1)	$	131,101	11.8		$	140,109	12.8

(1)EBITDA is a supplemental financial measure that is not defined or prepared in accordance with GAAP. EBITDA is defined as net income before interest, income taxes and depreciation and amortization. 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 $0.4 million for the thirteen weeks ended May 2, 2026 and May 3, 2025, 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 May 2, 2026 and January 31, 2026 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 2026 may differ from the actual results due to potential changes in gross borrowings outstanding under the ABL Facility and potential changes in interest rate terms and limitations described within the 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 May 2, 2026, 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 contracts. Such a hypothetical devaluation would decrease derivative contract fair values by approximately $14.6 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 12, “DERIVATIVE INSTRUMENTS,” for the fair value of any outstanding foreign currency exchange forward contracts included in other current assets and accrued expenses as of May 2, 2026 and January 31, 2026.


Abercrombie & Fitch Co.			32			2026 1Q Form 10-Q

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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 Executive 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 May 2, 2026. The Chief Executive Officer of A&F (in such individual’s capacity as the Principal Executive Officer of A&F) and the Executive Vice President, Chief Financial Officer of A&F (in such individual’s capacity as the Principal Financial Officer of A&F) concluded that A&F’s disclosure controls and procedures were effective at a reasonable level of assurance as of May 2, 2026.

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 May 2, 2026 that materially affected, or are reasonably likely to materially affect, A&F’s internal control over financial reporting.


Abercrombie & Fitch Co.			33			2026 1Q Form 10-Q

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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 May 2, 2026 have not changed materially from those disclosed in Part I, “Item 1A. Risk Factors” of the Fiscal 2025 Form 10-K.

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

There were no sales of equity securities during the first quarter of Fiscal 2026 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 May 2, 2026:


Period (fiscal month)	Total Number of Shares Purchased (1)	Average Price Paid per Share(4)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)(3)(4)
February 1, 2026 through February 28, 2026	—	$	—	—	$	850,080,717
March 1, 2026 through April 4, 2026	1,227,306	88.32		793,118	780,081,286
April 5, 2026 through May 2, 2026	363,252	96.45		362,878	745,080,737
Total	1,590,558	90.18		1,155,996	745,080,737

(1)An aggregate of 434,562 shares of Common Stock purchased during the thirteen weeks ended May 2, 2026 were withheld for tax payments due upon the vesting of employee restricted stock units.

(2)On March 5, 2025, the Company announced that the Board of Directors approved a new $1.3 billion share repurchase program (the “2025 Authorization”), replacing the prior share repurchase authorization of $500 million, 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.


Abercrombie & Fitch Co.			34			2026 1Q Form 10-Q

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Item 5. Other Information

Except as disclosed below, during the thirteen weeks ended May 2, 2026, 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:

•On March 6, 2026, Scott Lipesky, the Company’s Chief Operating Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr.Lipesky’s trading plan provides for the sale of up to 40,000 shares of Common Stock in amounts and prices determined in accordance with the trading plan’s terms and terminates on the earlier of: (i) the date on which all shares authorized for sale under the trading plan are sold or (ii) March 4, 2027.

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 Executive 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 Executive Vice President, Chief Financial Officer (who serves as Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
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.			35			2026 1Q Form 10-Q

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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: June 5, 2026	By:	/s/ Robert J. Ball
		Robert J. Ball
		Executive Vice President, Chief Financial Officer (Principal Financial Officer and Authorized Officer)

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


Abercrombie & Fitch Co.			36			2026 1Q Form 10-Q

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