VFC 10-K & 10-Q changes, risk factors and insider trading

VF’s revenues and profits depend on the level of consumer spending for apparel, footwearfootwear, equipment and accessories, which is sensitive to global economic conditions and other factors. A decline in consumer spending could have a material adverse effect on VF.

The success of VF’s business depends on consumer spending on apparel, footwearfootwear, equipment and accessories, and there are a number of factors that influence consumer spending, including actual and perceived economic conditions, disposable consumer income, interest rates, consumer credit availability, inflationary pressures, recessions or economic slowdowns, unemployment, stock market performance, weather conditions and natural disasters (including potential climate risks and impacts), energy and commodity prices, public health issues, geopolitical and political instability (such as the current tensions between the U.S. and China, and the current conflicts in Europe, the Middle East and Asia), trade wars, consumer discretionary spending patterns and tax rates in the international, national, regional and local markets where VF’s products are sold. Decreased consumer spending could result in reduced demand for our products, reduced orders from customers for our products, order cancellations or returns, lower revenues, higher discounts, increased inventories and lower gross margins. The uncertain state of the global economy continues to impact businesses around the world. If global economic and financial market conditions do not improve, or if they worsen, adverse economic trends or other factors could negatively impact the level of consumer spending, which could have a material adverse impact on VF.

The apparel, footwearfootwear, equipment and accessories industries are highly competitive, and VF’sVF successmay dependsnot onbe its abilityable to gauge consumer preferences and product trends, and to respond to constantly changing markets.

VF competes globally with numerous apparel, footwearfootwear, equipment and accessories brands and manufacturers. Competition is generally based upon brand name recognition, the price, design, quality, innovation and selection of product,products serviceand services, product availability and purchasing convenience. Some of our competitors are larger and have more resources than VF in somecertain product categories and regions. In addition, VF competes directly with the private label brands of its wholesale customers. VF’sWe face a variety of competitive challenges in an increasingly fast-paced environment, and our ability to compete within the apparel, footwear and accessories industryeffectively depends on our ability to:

•anticipate, respond to, and potentially influence changing consumer preferences and product trends in a timely mannerquickly;

•design and develop attractive and innovative products that meet changing consumer needs, consistent with consumer trends and demands across various demographics;

•fueldevelop and execute on modern marketing and marketplace strategies to enable deeper consumer connections that lead to enhanced engagement with our brands and increased purchases of products;

•obtainmanage sufficientour retail store space effectively and effectivelydrive presenttraffic to our productsretail at retailstores;

•adapt to a more AI-enabled, digitally driven consumer landscape, including the effective re-creation of the in-store experience in and selling through a variety of digital channelschannels, including new and emerging types of marketplaces and selling models, and reaching consumers on social media.

In addition, our ability to compete is also dependent on our ability to reach consumers effectively and efficiently in an evolving media landscape, including digital, which is subject to evolving and increasingly restrictive privacy requirements. Failure to compete effectively or to keep pace with rapidly changing consumer preferences, markets, technology, business model and product trends could have a material adverse effect on VF’s business, financial condition and results of operations. Moreover, there are significant shifts underway in the wholesale and retaildirect-to-consumer (e-commerce and retail store) channels. VF may not be able to manage its brands within and across channels sufficiently, which could have a material adverse effect on VF’s business, financial condition and results of operations.

There have been consolidations, reorganizations, restructurings, bankruptcies and ownership changes in the retail industry. These events individually, and together, could have a material, adverse effect on VF's business. These changes could impact VF’s opportunities in the market and increase VF’s reliance on a smaller number of large customers. In the future, retailers are likely tomay further consolidate, undergo restructurings or reorganizations or bankruptcies, realign their affiliations or reposition their stores’ target markets. In addition, consumers have continued to transition away from traditional wholesale retailers to large online retailers. These developments could result in a reduction in the number of stores that carry VF’s VF Corporation Fiscal 2025 Form 10-K 9 products, an increase in ownership concentration within the retail industry, an increase in credit exposure to VF or an increase in leverage by VF’s customers over their suppliers.

Further, the global economy periodically experiences recessionary conditions with rising unemployment, rising inflation and interest rates, rising tariffs, reduced availability of credit, increased savings rates and declines in real estate and securities values. These recessionary conditions could have a negative impact on retail sales of apparel, footwearfootwear, equipment and accessories and other consumer products. The lower sales volumes, along with the possibility of restrictions on access to the credit markets, could result in our wholesale customers experiencing financial difficulties including store closures, bankruptcies or liquidations. This could result in higher credit risk to VF relating to receivables from our customers who are experiencing these financial difficulties. If these developments occur, our inability to shift sales to other customers or to collect on VF’s trade accounts receivable could have a material adverse effect on VF’s financial condition and results of operations.

The apparel, footwearfootwear, equipment and accessories industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, rising commodity and conversion costs, inflation, tariffs levied on component and finished goods, rising freight costs, rising labor costs, pressure from retailers to reduce the costs of products, changes in consumer demand and shifts to onlinedigital shopping and purchasing. For example, the conflict in the Middle East has resulted in and is expected to continue to result in customer order cancellations, higher oil prices, an increase in shipping costs, and an increase in raw material costs. Customers may increasingly seek markdown allowances, incentives and other forms of economic support. If these factors cause us to reduce our sales prices to retailers and consumers, and we fail to sufficiently reduce our product costs or operating expenses, VF’s profitability will decline. This could have a material adverse effect on VF’s results of operations, liquidity and financial condition.

VF’s success to date has been due in large part to the growth of its brands’ image and VF’s consumers’ connection to its brands. If we are unable to timely and appropriately respond to changing consumer demand, the names and image of our brands may be impaired. Even if we react appropriately to changes in consumer preferences, consumers may consider our brands’ image to be outdated or associate our brands with styles that are no longer popular. In addition, brand value is based in part on consumer perceptions on a variety of qualities, including merchandise quality, corporate integrity, and environmental,responsible socialbusiness and governance practices, including with respect to human rights, responsible business practices,rights and our impact on the environment. Negative claims or publicity regarding VF, its brands or its products, including licensed products, or its culture and values, or its employees, endorsers, sponsors or suppliers could adversely affect our reputation and sales regardless of whether such claims are accurate. The rapidly changing media environment, including our increasing reliance on social media and onlinedigital marketing, which accelerates the dissemination of information, including misinformation and disinformation, can increase the challenges of responding to negative claims. In addition, we have sponsorship contracts with a number of athletes, musicians and celebrities and feature those individuals in our advertising and marketing efforts. Failure to continue to obtain or maintain high-quality sponsorships and endorsers could harm our business. In addition, actions taken by those individuals associated with our products could harm their reputations, which could adversely affect the image of our brands. Our reputation and brand image also could be damaged as a result of our support of, association with or lack of support or disapproval of certain political or social issues or catastrophic events, as well as any decisions we make to continue to conduct, or change, certain of our activities in response to such considerations.

Our business is adversely affected by unseasonable weather conditions, including those resulting from extreme environmental conditions. A significant portion of the sales of our products is dependent in part on the weather and is likely to decline in years in which weather conditions do not favor the use of these products. For example, periods of unseasonably warm weather in the fall or winter can lead to reduced consumer spending that negatively impacts VF's direct-to-consumer business, and inventory accumulation by our wholesale customers, which can, in turn, negatively affect orders in future seasons. In addition, abnormally harsh or inclement weather can also negatively impact retail traffic and consumer spending. As the effects of extreme environmental conditions increase, we expectIf the frequency and impact of weather and environmental related events and conditions toincrease, increasewe expect additional negative impacts such as well.supply chain disruptions following extreme weather events impacting materials sourcing and logistics. Any and all of these risks may have a material adverse effect on our financial condition, results of operations or cash flows.

VF may not succeed in its business strategy, including the Reinventour turnaround program and “The VF Way” operating principles.

During Fiscal 2024, we introduced the Reinventa turnaround program, which aimsprogram to reinvent how VF operates as an organization across our brands, geographies and integrated enterprise functions. As part of Reinvent,this program, we have taken,taken and continue to take,take measures to streamline and right-size our cost 10 VF Corporation Fiscal 2025 Form 10-K base, identify and capture efficiencies in our business model, and strengthen the balance sheet while reducing leverage. We established a newOur operating model,model includingreflects a new global commercial organization with an Americas regional platform, modeled on VF's operations in Europe and Asia-Pacific, all of which support VF’s global brands. We also created the role of Chief Commercial Officer, with responsibility for go-to-market execution globally. As we remain focused on our turnaround, we have also identified areas, particularly in brand building and product innovation, into which we will reinvest a portion of the savings generated to fuel sustainable and profitable growth in the future. However,however, there is no assurance that we will be able to achieve our Reinventstrategic business priorities, that such measures will result in the intended outcomes, or that even if such measures are successfully accomplished, they will be effective in fueling sustainable and profitable growth in the future.

We are supporting our Reinventturnaround priorities by building our brands, enhancing and leveraging our capabilities such as supply chain and information technology across VF and bolstering our direct-to-consumer business, including strategically opening newand closing stores, remodeling and trying new formats for our existing stores and growing our e-commerce business. In addition, we have introduced “The VF Way” operating principles,principles are a set of standardized processes across brands and regions which will allow us to leverage our multi-brand competitive advantages to drive improved performance. However, we may not be able to turnaround and grow our business. For example:

•We may not be able to successfully implement our new operating model with the establishment of a global commercial organization or identify and capture efficiencies in our new operating model.

•We may not be able to successfully support our global brands through the newour operating model.

•We may not be able to achieve our direct-to-consumer expansion goals, including in e-commercee-commerce, recommerce, or other new channels, manage our growth effectively, successfully integrate the planned new stores into our operations, operate our new, remodeled and expanded stores profitably, adapt our business model or develop relationships with consumers for e-commerce or other new channels.

Failure to implement our strategic objectives, including the Reinventour turnaround strategy, may have a material adverse effect on VF’s business.

Further, organizational effectiveness, agility and execution are important to VF’s success. Failure to create an agile and efficient operating model and organizational structure, beginningincluding withwithin VF's global commercial organization, or to effectively define, prioritize, and align on clear achievable and appropriately resourced strategic priorities could result in an inability to remain competitive in a rapidly changing marketplace and lead to increase in costs, inefficient resource allocation, reduced productivity, organizational confusion, and reduced employee morale.

Our supply chain may be disrupted due to factors such as politicalgeopolitical instability,instability and conflicts, inflationary pressures, macroeconomic conditions, pandemics, trade wars, and other factors including reduced freight availability and increased costs, port disruption, distribution center closures, extreme weather conditions due to climate change or otherwise, natural disasters, geopolitical tensions, military conflicts, terrorism, or labor supply shortages or VF Corporation Fiscal 2026 Form 10-K 11 stoppages. Any significant disruption in our supply chain could impair our ability to procure or distribute our products, which would adversely affect our business and results of operations.

Our ability to effectively manage and operate our business depends significantly on information technology systems. WeFor example, we rely heavily on information technology to track sales and inventory and manage our supply chain. We are also dependent on information technology, including the Internet, for our direct-to-consumer sales, including our e-commerce operations and retail business credit card transaction authorization.authorization, as well as our corporate business operations. Despite our preventative efforts, our systems and those of third parties on which we rely are frequently targeted by cyberattacks of varying levels of severity, including the incident reported by VF in December 2023. These systems may be vulnerable to damage, failure or interruption, and the data that they hold may be vulnerable to encryption or theft, due to cyberattacks, malicious programs, data security incidents, technical malfunctions, natural disasters or other causes, or in connection with upgrades to our system or the implementation of new systems. Some of our systems are older and are no longer supported by the original manufacturer. The failure of our systems and those of third parties on which we rely to operate effectively or remain innovative, our inability to keep up with rapid technological change (including the successful utilization of data analytics, artificial intelligence ("AI") and machine learning), problems with transitioning to upgraded or replacement systems, difficulty in integrating new systems or systems of acquired businesses or a breach in security of these systems has, and in the future could again, adversely impact the operations of VF’s business. These impacts could affect, among other things, our reputation, management of inventory, ordering and replenishment of products, sourcing and distribution of products, retail store and e-commerce operations, retail business credit card transaction authorization and processing, corporate email communications and our interaction with the public on social media, and did VF Corporation Fiscal 2025 Form 10-K 11 affect our management of inventory, ordering and replenishment of products, sourcing and distribution of products, retail store and e-commerce operations, and corporate email communications. Moreover, failure to provide effective digital (including omni-channel) capabilities and information technology infrastructure could result in an inability to meet current and future business needs and a resulting loss of brand competitiveness, leading to loss of revenue and market share and decreased business agility.

We are subject to frequent cyberattacks of varying levels of severity and threats to our business from a variety of bad actors, many of whom attempt to gain unauthorized access to, steal or compromise our confidential information and systems. For example, we detected unauthorized occurrences on a portion of our information technology systems in December 2023. We have incurred, and may continue to incur, certain costs related to this attack, which may not be covered by our cyber insurance. While we have implemented systems and processes designed to protect against unauthorized access to or use of personal information and other confidential information and rely on encryption and authentication technologies to effectively secure transmission of such information, including payment information, there is no guarantee that they will be able to prevent unauthorized access to our systems and information in the future. Our facilities and systems, and those of third parties on which we rely, are frequently the target of cyberattacks of varying levels of severity and have been, and may in the future be vulnerable, and we may and have been unable to prevent, anticipate or detect security breaches and data loss.

VF and its consumers and customers could suffer harm if valuable business data, or employee, consumer, customer and other confidential and proprietary information were corrupted, lost, accessed or misappropriated by third parties due to a cyberattack, a security failure in VF’s systems, or due to one of our third-party service providers or our employees. Any such breach, including, without limitation, the incident reported by VF in December 2023, has and could require significant expenditures to remediate; could cause damage to our reputation, to confidence in our e-commerce platforms and to our relationships with customers, consumers, employees and 12 VF Corporation Fiscal 2026 Form 10-K third parties on whom we rely; has and could result in business disruption, negative media attention and lost sales; and has and could expose us to risks of litigation, liability and increased scrutiny from regulatory entities. In addition, as a result of recent security breaches at a number of prominent retailers and other companies, media and public scrutiny of information security and privacy has become more intense, and the regulatory environment has become increasingly uncertain, rigorous and complex. As a result, we may incur significant costs to comply with laws regarding the privacy and security of personal information, and we may not be able to comply with new data protection laws and regulations being adopted around the world. Any failure to comply with the laws and regulations and consumer expectations surrounding the privacy and security of personal information has and could in the future subject us to legal and reputational risk, including significant fines and/or litigation for non-compliance in multiple jurisdictions, negative media coverage, diminished consumer confidence and decreased attraction to our brands, any of which could have a negative impact on revenues and profits. In addition, while we maintain cyber insurance policies, those existing insurance policies have not and may not adequately protect VF from all of the adverse effects and damages that could be caused by a security breach, including the incident reported by VF in December 2023.breach. Moreover, if our employees or business partners, intentionally or inadvertently, misuse consumer data or are not transparent with consumers about how we use their data, our brands, reputation and relationships with consumers could be damaged.

The development and use or misuse of AI,AI and the failure to use AI, present risks and challenges that may negatively impact our business.

Our business operates in a highly-competitivehighly competitive space, and our success may require the adoption of new and emerging technologies, such as AI, and specifically generative AI, by us or our business partners. Failure to adapt to a rapidly-changingrapidly changing technological environment or failure to adopt emerging technologies in a timely manner could result in negative impacts to our business.

We also face risks from the adoption of new technologies such as AI if we or our business partners use them incorrectly or in ways that introduce new risks. OurWe or our business partners may incorporate AI tools into their offerings which may not meet existing or rapidly-changingrapidly changing regulatory, ethical or industry standards and may inhibit our or our business partners' ability to maintain an adequate level of service.

The development of AI technologies is complex, and there are technical and talent challenges associated with achieving the desired level of accuracy, efficiency, and reliability. The 12 VF Corporation Fiscal 2025 Form 10-K algorithms and models utilized in generative AI systems may have limitations, including biases, errors, or inability to handle certain data types or scenarios. Furthermore, there is a risk of system failures, disruptions, or vulnerabilities that could compromise the integrity, security, or privacy of data inputs or the generated content. These limitations or failures could result in reputational harm, legal liabilities, or loss of consumer, customer, employee or business partner confidence.

If we or our business partners use AI to make decisions that affect consumers, customers, employees or job applicants, the AI may be subject to biases or other types of unfair decision-making that may negatively impact those individuals and create legal or reputational risk for us.

If we or our business partners use AI to create intellectual property (IP), such as product designs, patents, trademarks, or copyrightable text or code, we may be subject to IP rights claims from third parties claiming ownership of, or demanding rights to the IP that we or our business partners have developed using AI, or we may face the risk of not being able to adequately secure the rights to the IP created. We or our business partners may also experience loss of IP or other proprietary or confidential information through user input of such information into AI tools.

Uncertainty in the regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S.international laws, the nature of which cannot be determined at this time. Several jurisdictions around the globe, including the European Union (“EU”) and certain U.S. states, have already proposed or enacted laws governing AI. Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging. These obligations and restrictions may lead to regulatory fines or penalties for non-compliance, make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our business practices, or prevent or limit our use of AI. If we or our business partners cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these factors could adversely affect our business, financial condition, and results of operations.

There are risks associated with VF’s acquisitions, divestitures and portfolio management, including our recently completed sale of the Supreme® brand to EssilorLuxottica.management.

Any acquisitions, divestitures or mergers by VF, including our completed sale of the SupremeDickies® brand business to EssilorLuxottica,Bluestar Alliance LLC, will be accompanied by the risks commonly encountered in acquisitions or divestitures of companies, businesses or brands. These risks include, among other things, higher than anticipated acquisition or divestiture costs and expenses, the difficulty and expense of integrating or separating the operations, systems and personnel of the companies, businesses or brands, the loss of key employees and consumers as a result of changes in management or ownership, and slower progress toward environmental, social and governance goals given challenges with data acquisition and integration, the difficulty of accessing and disclosing sufficient environmental, social and governance data to comply with current and emerging environmental, social and governance regulations, and integration of environmental, social and governance initiatives overall. In addition, geographic distances may make integration of acquired businesses more difficult. We may not be successful in overcoming these risks or any other problems encountered in connection with any acquisitions or divestitures. Moreover, failure to effectively manage VF’s portfolio of brands in line with growth targets and shareholder expectations, including acquisition choices, integration approach, transaction pricing and divestiture timing could result in unfavorable impacts to growth and value creation.

During Fiscal 2025,2026, VF’s products were sourced from independent manufacturers primarily located in Asia. Any of the following could impactimpact, and in some cases has impacted, our ability to source or deliver VF products, or our cost of sourcing or delivering products and, as a result, our profitability:

•political or labor instability in countriesareas where VF’s contractors and suppliers are located;

•inflationary pressures or changes in local economic conditions in countriesareas where VF’s contractors and suppliers are located;

•heightened terrorism security concerns could subject imported or exported goods to additional, more frequent or lengthier inspections, leading to delays in VF Corporation Fiscal 2025 Form 10-K 13 deliveries or impoundment of goods for extended periods;

•disruptions at manufacturing or distribution facilities or in shipping and transportation locations caused by natural and man-made disasters (including potential effects from extreme environmental conditions or potential climate risks and impacts) or political or military conflicts;

•imposition of regulations and quotas relating to imports could create regulatory compliance challenges and our ability to adjust timely to changes in trade regulations could limit our ability to source products in cost-effective countries that have the required labor and expertise; and

There continues to be uncertainty in the current global trade regime due to recent changes in, and proposals and declared intentions to change trade policy, including trade restrictions, the negotiation, renegotiation or termination of trade agreements, and the imposition of new tariffs or increases in existing tariffs on imports into the affected countries. Tariffs and other changes in trade policy have triggered in the past, are currently triggering and could continue to trigger retaliatory actions by affected countries, including through the use of counter tariffs and other measures, which has resulted in higher costs, and may result in higher future costs, or restrictions, on the importation of the products we sell. Our supply chain is geographically diverse, and we continuously identify alternative sourcing manufacturers and countries to minimize reliance on a single source. We may be unable to shift sourcing locations timely, if at all, to relocate production from a country when new or increased duties, tariffs, taxes or other charges are imposed. In addition, higher costs in sourcing from other countries, including because others in the industry seek to shift production for the same reason, may make such a sourcing shift cost-prohibitive. We may not be able to, or could choose not to, pass the entire cost increase resulting from tariffs, duties, taxes or other expenses onto consumers and customers. Any increase in prices to consumers could have an adverse impact on our sales to consumers and customers.customers and as a result, on our profits. Any adverse impact on such sales or increase in our cost of goods sold could have a material adverse effect on our business and results of operations.

Although no single supplier and no one country is critical to VF’s production needs, if we were to lose a supplier it could result in interruption of finished goods shipments to VF, cancellation of orders by customers and termination of relationships. This, along with the potential damage to our reputation, could have a material adverse effect on VF’s revenues and, consequently, our results of operations.

A few of VF’s customers account for a significant portion of revenues. Sales to VF’s ten largest customers were approximately 15%17% of total revenues in Fiscal 2025,2026, with our largest customer accounting for approximately 2%4% of revenues. Sales to our customers are generally on a purchase order basis and not subject to long-term agreements. A decision by any of VF’s major customers to significantly decrease the volume of 14 VF Corporation Fiscal 2026 Form 10-K products purchased from VF could substantially reduce revenues and have a material adverse effect on VF’s financial condition and results of operations.

Our future success also depends on our ability to acquire, develop, and retain talent needed to mobilize VF against our current and future needs,needs and sustain our culture as a performance-driven company that is committed to its values .values. Competition for experienced and well-qualified personnel is intense and we may not be successful in attracting, developing, and retaining such personnel, which could impact VF’s ability to remain competitive. Our ability to acquire, develop and retain personnel has been, and may continue to be impacted by, challenges and structural shifts in the labor market, which has experienced and may continue to experience wage inflation, labor shortages, increased employee turnover, and changes in availability of the workforce..workforce as well as the broader labor market. Additionally, changes to our office environments, the adoption of new work models, and our requirements and/or expectations about when or how often certain employees work on-site or remotely may not meet the expectations of our employees. If our employee proposition is not perceived as favorable compared to other companies, it could negatively impact our ability to acquire and retain our employees. If we are unable to retain, acquire, and engage talented employees with the appropriate skill sets, or if changes to our organizational structure, operating results, or business model adversely affect morale, productivity or retention, we may not achieve our objectives, our relationships with our customers, consumers or other third parties may be disrupted, and our results of operations could be adversely impacted.

VF depends on the services and management experience of its executive officers and business leaders who have substantial experience and expertise in VF’s business, and in developing and retaining employees. This loss of experience and expertise can be mitigated through successful hiring and transition, but there can be no assurance that we will be successful in such efforts. Acquiring and retaining qualified senior leadership may be more challenging under adverse business conditions. The unexpected 14 VF Corporation Fiscal 2025 Form 10-K loss of services of one or more of these individualskey employees or the inability to effectively identify a suitable successor to a key role could have a material adverse effect on VF.

The recent reset of our global leadership team, along with other changes in the roles and responsibilities among our executive officers, and any future changes resulting from the hiring or departure of executive officers, could disrupt our business and negatively affect our ability to recruit and retain talent. Such leadershipLeadership transitions can be inherently difficult to manage; inadequate transitions may cause disruption to our business, including to our relationships with our employees and other third parties. Further, these changes also increase our dependency on other remaining members of our global leadership team,team andfurther increasing the departurerisk of whompotential could be particularly disruptive in light of the recent leadership transitions.disruption.

VF sells merchandise directdirectly to consumerconsumers through VF-operated stores and e-commerce sites. Its direct-to-consumer business is subject to numerous risks that could have a material adverse effect on its results. Risks include, but are not limited to, (i) U.S. or international resellers purchasing merchandise and reselling it outside VF’s control, (ii) failure or interruption of the systems that operate the stores and websites, and their related support systems, including due to computer viruses, theft of consumer information, privacy concerns, telecommunication failures, electronic break-ins and similar disruptions, technical malfunctions, and natural disasters or other causes, (iii) retail and credit card fraud and theft, (iv) risks related to VF’s direct-to-consumer distribution centers and processes, (v) shift in consumer preferences away from retail stores, and (vi) loss of inventory due to damage, theft (including from organized retail crime), and other causes. Risks specific to VF’s e-commerce business also include (i) diversion of sales from VF stores or wholesale customers, (ii) difficulty in recreating the in-store experience through e-commerce channels, (iii) liability for onlinedigital content, (iv) changing patterns of consumer behavior and not keeping up with new onlineand emerging digital selling models, (v) intense competition from online retailers, and (vi) online fraud. VF’s failure to successfully respond to these risks might adversely affect sales in its e-commerce business, as well as damage its reputation and brands.

VF Corporation (together with its subsidiaries, collectively known as “VF” or the "“Company”) is a portfolio of leading outdoor, activeoutdoor and workwearactive brands, including The North Face®, Vans®, Timberland® and DickiesTimberland®. VF is committed to providing consumers with innovative products that are rooted in performance and elevated design, while delivering sustainable and long-term value for its employees, communities, and shareholders.

VF is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. We own a broad portfolio of brands in the apparel, footwearfootwear, equipment and accessories categories. Our products are marketed to consumers through our wholesale channel, primarily in specialty stores, national chains, mass merchants, department stores, independently-operated partnership stores and with strategic digital partners. Our products are also marketed to consumers through our own direct-to-consumer operations, which include VF-operated stores, concession retail stores, brand e-commerce sites and other digital platforms.

VF is organized by groupings of brands and businesses represented by its reportable segments for financial reporting purposes. The threetwo reportable segments are Outdoor, ActiveOutdoor and Work.Active. All other brands that have not been aggregated within the reportable segments described above, which do not meet the quantitative threshold to be disclosed as a separate reportable segment, have been grouped within an “All Other” category.

VF operates and reports using a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. All references to the years ended March 2026 (“Fiscal 2026”), March 2025 ("“Fiscal 2025"”), and March 2024 ("“Fiscal 2024") and March 2023 ("Fiscal 2023"”) relate to the 52-week fiscal years ended March 28, 2026, March 29, 2025, and March 30, 2024, and April 1, 2023, respectively.

On July 16, 2024, VF entered into a definitive Stock and Asset Purchase Agreement (the "Purchase Agreement") with EssilorLuxottica S.A. to sell the Supreme® brand business ("“Supreme"”). On October 1, 2024, VF completed the sale of Supreme. During the second quarter of Fiscal 2025, the Company determined that Supreme met the held-for-sale and discontinued operations accounting criteria. Accordingly, VF has reported the results of Supreme and the related cash flows as discontinued operations in the Consolidated StatementsFinancial of Operations and Consolidated Statements of Cash Flows, respectively,Statements, through the date of sale. These changes have been applied to all periods presented. In addition, interest expense and the related interest rate swap impact for the delayed draw Term Loan ("“DDTL"”), which totaled $31.1 million for the year ended March 2025, were allocated to discontinued operations due to the requirement within the DDTL Agreement, as amended, that the DDTL be prepaid upon the receipt of the net cash proceeds from the sale of Supreme. TheRefer relatedto held-for-saleNote assets3 andto liabilitiesVF’s haveconsolidated beenfinancial reportedstatements asfor VFadditional Corporationinformation Fiscal 2025 Form 10-K 25 assets and liabilities ofon discontinued operations in the Consolidated Balance Sheets, through the date of sale. These changes have been applied to all periods presented.operations.

In April 2025,While the U.S. government announced broad-based, reciprocal tariffs on foreign imports. The implementation of some of the announced tariffs has been delayed, while some have taken effect. Additionally, in response, certain governments have announced retaliatory tariffs on goods imported from the U.S. VF has a diversified sourcing country mix. Approximately 85% of products purchased for sale in the U.S. are sourced through Southeast Asia and Central and South America, with Vietnam, Bangladesh, Cambodia and Indonesia comprising the top four sourcing markets. Less than 2% of total U.S. products are sourced through China. While thetariff situation is dynamic and evolving, VF continues to analyze the impact of these tariffs on our business and ishas takingtaken steps 26 VF Corporation Fiscal 2026 Form 10-K to mitigate our tariff exposure. Mitigation strategies includehave included, and may continue to include, sourcing optimization, accelerating production and shipments into the U.S. during the period of delayed application of the reciprocal tariffs,U.S., negotiations with our vendors,vendors and potentialtactical price increases. However, theThe duration and scope of the tariffs are difficult to predict, along with the extent to which VF will be able to offset the impact through our mitigation efforts. VF will continue to monitor and evaluate new information as it becomes available.

On October 30, 2023, VF introduced Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential. The first announced steps in this transformation,transformation which covercovered the following priorities: improve North America results, deliver the Vans® turnaround, reduce costs and strengthen the balance sheet, are as follows:sheet.

In Fiscal 2025, the Company initiated the second phase of Reinvent, which is focused on a return to growth and improvements to profitability. In doing so, the Company initiated a set of transformational workstreams focused on revenue growth, margin expansion and selling, general and administrative expense contraction. VF aims to generate between $500.0 and $600.0 million in net operating income expansion in Fiscal 2028.2028 compared to the end of Fiscal 2024.

•Outdoor segment revenuesRevenues increased 1% to $5.6$9.6 billion compared to the year ended March 2024,2025, including a 1%3% unfavorablefavorable impact from foreign currency.

•WorkOutdoor segment revenues decreasedincreased 7%8% to $833.1$5.7 millionbillion compared to the year ended March 2024,2025, including a 1%3% unfavorablefavorable impact from foreign currency.

•InternationalActive segment revenues decreased 2%7% to $2.7 billion compared to the year ended March 2024,2025, including a 1%2% unfavorablefavorable impact from foreign currency.

•RevenuesWholesale inrevenues theincreased Americas region decreased 7%1% compared to the year ended March 2024,2025, including a 1%3% unfavorablefavorable impact from foreign currency.

The•Revenues following table presents a summary ofin the changesAmericas inregion revenuesremained for the year ended March 2025flat compared to the year ended March 2024:2025.

Gross margin increased 190130 basis points to 54.8% in Fiscal 2026 compared to 53.5% in Fiscal 2025 compared to 51.6% in Fiscal 2024.2025. The increase in gross margin in Fiscal 20252026 was primarily driven by higher quality inventory, lower product costscosts, increased pricing and improvedfavorable inventoryforeign quality.currency impacts.

Selling, general and administrative expenses as a percentage of revenues increaseddecreased 15090 basis points ($36.4 million) in Fiscal 20252026 compared to Fiscal 2024, reflecting lower leverage of operating expenses due to decreased revenues. Selling, general and administrative expenses decreased $57.8 million in Fiscal 2025 compared to Fiscal 2024.2025. The decrease was primarily due to cost savings from Reinvent, including lower information technology costs, partially offset by increased advertising costs andin distributionFiscal expenses2026 and gains recognized from sale leaseback transactions,transactions partiallyin offsetFiscal by2025. The decrease was also due to lower Reinvent restructuring charges and project-related costs andin higherFiscal compensation costs, including performance-based compensation.2026.

In Fiscal 2025,2026, operating margin increased to 3.2%6.0% from (1.5%)3.2% in Fiscal 2024,2025, primarily due to the items described above.

Net interest expense decreasedremained $16.4relatively millionflat in Fiscal 2026, compared to $149.2Fiscal 2025, as unfavorable foreign currency impacts were offset by the March 2025 early redemption of $750.0 million in Fiscalaggregate 2025.principal Theamount decreaseof its outstanding 2.400% Senior Notes due in netApril interest expense was primarily due to decreased levels of short-term commercial paper borrowings and long-term debt, and an increase in interest income due to higher average cash equivalents and rates during the year.2025. Total outstanding interest-bearing debt averaged $5.0$4.5 billion and $6.7$5.0 billion for Fiscal 20252026 and Fiscal 2024,2025, respectively, with short-term borrowings representing 4.1%6.2% and 5.8%4.1% of average debt outstanding for the respective years. The weighted average interest rate on outstanding debt was 3.2% in both Fiscal 20252026 and 2.6% in Fiscal 2024.2025.

Other income (expense), net primarily consists of components of net periodic pension cost (excluding the service cost component), certain foreign currency and hedging gains and losses and other non-operating gains and losses. Other income (expense) netted to ($9.4$86.6) million and $24.7($9.4) million in Fiscal 20252026 and Fiscal 2024,2025, respectively. Other income (expense), net in Fiscal 2026 included non-cash pension settlement charges of $192.1 million related to the termination of the U.S. qualified plan and $25.1 million of excise taxes related to the termination. Other income (expense), net also included the final pre-tax gain on the sale of Dickies of $127.2 million. Other income (expense), net in Fiscal 2025 primarily included equity investment impairments of $15.6 million, cyber insurance recoveries of $13.7 million received in Fiscal 2025, $4.2 million of net periodic pension cost and $2.3 million of foreign currency and hedging losses. Other income (expense), net in Fiscal 2024 primarily included legal settlement gains of $29.1 million, $3.2 million of net periodic pension cost and $2.0 million of foreign currency and hedging losses.

The effective income tax rate was 25.3% in Fiscal 2026 compared to 52.2% in Fiscal 2025 compared to (257.5%) in Fiscal 2024.2025. The Fiscal 20252026 effective income tax rate included a net discrete tax expensebenefit of $19.4$5.5 million, which included a $1.1$44.4 million net tax benefit related to unrecognized tax benefits and interest, a $5.1$12.4 million tax expense related to stock compensation, a $12.0$16.0 million tax expense related to return to accrual adjustments, and a $6.7$10.6 million net tax expense related to taxother rateaudit changes on deferred tax items.adjustments. Refer to Note 20 to VF's consolidated financial statements for additional information. The $19.4$5.5 million net discrete tax expensebenefit in Fiscal 20252026 increaseddecreased the effective income tax rate by 13.4%1.6% compared to aan favorableunfavorable 247.4%13.4% impact of discrete items for Fiscal 2024.2025. Excluding discrete items, the effective tax rate during Fiscal 202528 increasedVF Corporation Fiscal 2026 Form 10-K 2026 decreased by approximately 48.9%12.0% primarily due to jurisdictional mix of earnings and the impact of nondeductible goodwill impairment.earnings.

As a result of the above, income (loss) from continuing operations in Fiscal 20252026 was $254.9 million ($0.64 per diluted share), compared to $69.3 million ($0.18 per diluted share), compared to ($1.0) billion (($2.62) per diluted share) in Fiscal 2024.2025.

Other than the risk factors identified below, thereThere have been no material changes to the risk factors identified in Part I, “Item 1A. Risk Factors” in the Fiscal 20252026 Form 10-K.

VF Corporation (together with its subsidiaries, collectively known as “VF” or the “Company”) uses a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. The Company'sCompany’s current fiscal year runs from March 30,29, 20252026 through MarchApril 28,3, 20262027 (“Fiscal 20262027”). Accordingly,and thiscontains 53 weeks, with an additional week occurring in the fourth quarter. This Form 10-Q presents our thirdfirst quarter of Fiscal 2026.2027. For presentation purposes herein, all references to periods ended DecemberJune 20252026 and DecemberJune 20242025 relate to the fiscal periods ended on DecemberJune 27, 20252026 and DecemberJune 28, 2024,2025, respectively. References to March 20252026 relate to information as of March 29,28, 2025.2026.

All per share amounts are presented on a diluted basis and all percentages shown in the tables below and the following discussion have been calculated using unrounded numbers. References to the three and nine months ended DecemberJune 20252026 foreign currency amounts and impacts below reflect the changes in foreign exchange rates from the three and nine months ended DecemberJune 20242025 when translating foreign currencies into U.S. dollars. VF’s most significant foreign currency exposure relates to business conducted in euro-based countries. Additionally, VF conducts business in other developed and emerging markets around the world with exposure to foreign currencies other than the euro.

On September 15, 2025, VF entered into a definitive agreement with Bluestar Alliance LLC to sell the Dickies® brand business (“Dickies”). On November 12, 2025, VF completed the sale of Dickies. All references to the impact of Dickies divestiture below represent the difference between Dickies revenue recognized in the third quarter of Fiscal 2026 (through the date of sale) and the amount of Dickies revenue recognized in the third quarter of Fiscal 2025. The Company determined that the sale of Dickies did not represent a strategic shift that would have a major effect on the Company'sCompany’s operations and financial results, and therefore did not qualify for presentation as a discontinued operation. Refer to Note 4 to VF'sVF’s consolidated financial statements for additional information on the divestiture. All references to the impact of Dickies divestiture below represent Dickies revenue recognized in the first quarter of Fiscal 2026.

As noted above, VF completed the sale of Dickies on November 12, 2025. In connection with the closing of the transaction, VF received proceeds of $600.5 million, net of cash soldsold. and subject to post closing adjustments, andVF recorded ana estimatedfinal pre-tax gain of $139.1$127.2 million.million in the year ended March 2026, which included a reduction to the gain to reflect final working capital adjustments of $11.9 million that were paid in the three months ended June 2026. The estimated pre-tax gain was recordedincluded in the other income (expense), net line item in the Consolidated StatementsStatement of Operations for both the three and nine monthsyear ended DecemberMarch 2025, and is subject to working capital and other customary adjustments.2026.

In April 2025, the U.S. government announced broad-based, reciprocal tariffs on foreign imports. The implementation of some of the announced tariffs has been delayed, while some have taken effect. Additionally, in response, certain governments have announced retaliatory tariffs on goods imported from the U.S. VF has a diversified sourcing country mix. Approximately 85% of products purchased for sale in the U.S. are sourced through Southeast Asia and Central and South America, with Vietnam, Bangladesh, Cambodia and Indonesia comprising the top four sourcing markets. Less than 2% of total U.S. products are sourced through China.

While the tariff situation is dynamic and evolving, VF continues to analyze the impact of these tariffs on our business and ishas takingtaken steps to mitigate our tariff exposure. Mitigation strategies includehave included, and may continue to include, sourcing optimization, accelerating production and shipments into the U.S. during the period of delayed application of the reciprocal tariffs,U.S., negotiations with our vendors,vendors and plannedtactical price increases. In Fiscal 2026, VF began paying reciprocal tariffs on product imported into the U.S. and, due to the timing of implementation of the mitigation strategies, gross 33 VF Corporation Q3 FY26 Form 10-Q margin was negatively impacted (though not materially) in the third quarter of Fiscal 2026 and VF expects that will continue in the fourth quarter of Fiscal 2026. However, theThe duration and scope of the tariffs are difficult to predict, along with the extent to which VF will be able to offset the impact through our mitigation efforts. VF will continue to monitor and evaluate new information as it becomes available.

•Revenues increaseddecreased 1%5% to $2.9$1.7 billion compared to the three months ended DecemberJune 2024,2025, including a 2% favorable impact from foreign currency.currency and a 6% unfavorable impact from the divestiture of Dickies.

•Outdoor segment revenues increased 8%5% to $1.9$857.0 billionmillion compared to the three months ended DecemberJune 2024,2025, including a 3%1% favorable impact from foreign currency.

•Active segment revenues decreased 6%5% to $671.8$667.3 million compared to the three months ended DecemberJune 2024,2025, including a 3%1% favorable impact from foreign currency.

•Wholesale revenues decreased 1%10% compared to the three months ended DecemberJune 2024,2025, including a 4%2% favorable impact from foreign currency.currency and an 8% unfavorable impact from the divestiture of Dickies.

•Direct-to-consumer revenues increased 4%2% compared to the three months ended DecemberJune 2024,2025, including a 3%1% favorable impact from foreign currency.currency and a 4% unfavorable impact from the divestiture of Dickies.

•International revenues increaseddecreased 2%4% compared to the three months ended DecemberJune 2024,2025, including a 6%3% favorable impact from foreign currency.currency and a 4% unfavorable impact from the divestiture of Dickies.

•Revenues in the Americas region increaseddecreased 2%4% compared to the three months ended DecemberJune 2024.2025, including a 1% favorable impact from foreign currency and a 9% unfavorable impact from the divestiture of Dickies.

•Gross margin increased 30100 basis points to 56.6%54.9% compared to the three months ended DecemberJune 2024,2025, primarily drivendue byto favorablethe channeldivestiture andof businessDickies, tactical price increases, lower product costs, mix and lower product costs,discounts, partially offset by theunfavorable negativeforeign impactcurrency of tariffs.impacts.

•EarningsNet loss per share was $0.76($0.25) compared to $0.43($0.30) in the 20242025 period. The increasedecrease in earningsnet loss per share was primarily driven by thelower estimated gaincharges related to theReinvent, DickiesVF’s divestituretransformation and lower Reinvent chargesprogram, during the three months ended DecemberJune 20252026 compared to the three months ended DecemberJune 2024.2025 and lower net interest expense.

The following table presents a summary of the changes in revenues for the three and nine months ended DecemberJune 20252026 from the comparable periodsperiod in 20242025:

Selling, general and administrative expenses as a percentage of total revenues decreasedincreased 100 and 70110 basis points during the three and nine months ended DecemberJune 2025, respectively,2026 compared to the 20242025 periods.period, reflecting lower leverage of operating expenses due to decreased revenues. Selling, general and administrative expenses decreased $9.8 million and $19.7$35.5 million in the three and nine months ended DecemberJune 2025, respectively,2026 compared to the 20242025 periods.period. The decrease in the three months ended DecemberJune 20252026 was primarily due to cost savings from Reinvent, including lower administrative costs, partially offset by increases in direct-to-consumer and advertising costs. The decrease in the nine months ended December 2025 was primarily due to cost savings from Reinvent, including lower information technology costs, partially offset by a gain recognized from a sale leaseback transaction in June 2024. The decrease in both periods was also due to lower Reinvent restructuring charges and project-related costs and cost savings from Reinvent, partially offset by increased advertising costs.

Net interest expense remaineddecreased relatively$16.5 flatmillion during the three and nine months ended DecemberJune 2025,2026, compared to the 20242025 periods,period, asprimarily unfavorabledue foreign currency impacts were offset byto the MarchFebruary 20252026 early redemption of $750.0€500.0 million ($582.2 million) in aggregate principal amount of its outstanding 2.400%4.125% Senior Notes due in AprilMarch 2025.2026, lower short-term borrowings in the three months ended June 2026 and an increase in interest income due to higher cash and cash equivalents. Total outstanding debt averaged $4.8$3.6 billion in the ninethree months ended DecemberJune 20252026 and $5.0$4.5 billion in the same period in 2024,2025, with weighted average interest rates of 3.2%2.9% and 3.3%3.2% in the ninethree months ended DecemberJune 20252026 and 2024,2025, respectively.

As a result of the above, incomenet from continuing operationsloss in the three months ended DecemberJune 20252026 was $300.8($97.2) million ($0.76($0.25) per diluted share) compared to $169.1($116.4) million ($0.43($0.30) per diluted share) in the 2024 period, and income from continuing operations in the nine months ended December 2025 was $374.2 million ($0.95 per diluted share) compared to $219.6 million ($0.56 per diluted share) in the 2024 period. Refer to additional discussion in the “Information by Reportable Segment” section below.

The primary financial measures used by management to evaluate the financial results of VF'sVF’s reportable segments are segment revenues and segment profit. Segment profit (loss) comprises the operating income (loss) and other income (expense), net line items of each segment.

Refer to Note 1514 to the consolidated financial statements for a summary of results of operations by segment, along with a reconciliation of segment profit (loss) to income from continuing operationsloss before income taxes.

The following tables present a summary of the changes in revenues and segment profit (loss) in the three and nine months ended DecemberJune 20252026 from the comparable periodsperiod in 20242025 and revenues by region for our Top 3 brands for the three and nine months ended DecemberJune 20252026 and 20242025:

Global revenues for theThe TimberlandNorth Face® brand increased 8%6% in both the three and nine months ended DecemberJune 2025,2026 compared to the 20242025 periods,period, including a 3%2% favorable impact from foreign currencycurrency, with revenue growth across all regions. Revenue growth in boththe periods,three months ended June 2026 was primarily driven by growth in the Americas and Europe regions.region. Revenues in the Americas region increased 9% and 11%8% in the three andmonths nineended June 2026. Revenues in the Asia-Pacific region increased 5% in the three months ended DecemberJune 2025,2026, respectively.including a 5% favorable impact from foreign currency. Revenues in the Europe region increased 13% and 10%3% in the three and nine months ended DecemberJune 2025, respectively,2026, including a 9% and 7%2% favorable impact from foreign currency in the respective periods. Revenues in the Asia-Pacific region decreased 7% and 6% in the three and nine months ended December 2025, respectively, including a 1% favorable impact from foreign currency in both periods.currency.