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

Theimports. UnitedIn StatesFebruary recently2026, announced changes tothe U.S. tradeSupreme policy,Court which included increasinginvalidated tariffs onimposed imports,under inthe someInternational casesEmergency significantly,Economic Powers Act and potentially renegotiating or terminating existing trade agreements. For example, in April 2025, the United States announcedsubsequently imposed new tariffs on a temporary basis pursuant to alternative statutory authority. Accordingly, while certain recently imposed tariffs appear to have been suspended, modified or invalidated, the trade policy environment continues to evolve, and we cannot predict new universalor baselineincreased tarifftariffs that may be implemented in the future. In addition, there may be ongoing uncertainty regarding the availability, timing and administration of 10%,any plusrefund additionalprocesses country-specificassociated with tariffs forthat selecthave tradingbeen partners,invalidated includingor aotherwise 145%modified, tariffand there can be no assurance that we will be able to obtain refunds or that any refunds will be available to us in amounts or within timeframes that would meaningfully offset the impact of tariffs on substantiallyour allbusiness. productsAccordingly, of Chinese origin, on all U.S. imports. Thesethese tariffs and the fluidity with which they continue to be imposed, contested and enforced, significantly raise the per-unit cost of our products. While our responses to date our responses have included further diversification of our sourcing base, strategic price increases, collaboration with partners across our network to help absorb increased costs, measured spending across the organization, actions to preserve our rights with respect to potential tariff refunds, and other cost-mitigation measures, the situation surrounding thetariffs recentlyand implementedU.S. tariffstrade policy remains uncertain and continues to rapidly evolve on a daily or weekly basis as ongoing uncertainty relating to international trade policy regulations, and regulationsthe ability to recover any tariff refunds, as well as trade disputes, protectionist measures, and threatthreats of a trade war persist. Accordingly, the overall impact on our business will depend on multiple factors, including the duration and potential expansion of current tariffs, future changes to tariff rates, scope, or enforcement, the ability to recover any tariff refunds, retaliatory measures by impacted exporting countries, inflationary effects and broader macroeconomic responses, changes to consumer purchasing behavior, and the effectiveness of our responses in managing these challenges. Because we cannot predict future trade policy in the United States and other countries, there is no assurance that we will be able to fully mitigate the financial and competitive impacts related to tariffs or other trade restrictions, any of which could have a material adverse effect on our business, liquidity and financial results.

The success of our operations depends on consumer spending. Consumer spending is impacted by a number of factors, including actual and perceived economic conditions affecting disposable consumer income, customer traffic within shopping and selling environments, business conditions, interest rates and availability of credit and tax rates in the general economy and in the international, regional and local markets in which our products are sold, including those resulting from inflation and other macroeconomic pressures in the United States and the global economy, particularly in light of the financial impacts of recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners (including rising interest rates, fears of recession and continued market volatility and instability in the banking sector), health epidemics or pandemics, climate change, catastrophic events, such as war (including the armed conflicts between Ukraine and Russia and in the Middle EastEast, including the latest developments in Iran, and the related governmental and non-governmental global responses to such conflict), terrorist attacks, civil unrest, and other acts of violence. A worsening of the economy may negatively affect consumer and wholesale purchases of our products and could have a material adverse effect on our business, results of operations and financial conditions.

Our ability to comply with the covenants and other terms of our debt obligations, particularly in light of the financial impacts of recently implemented and newnew, retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, will depend on our future operating performance. If we fail to comply with such covenants and terms, and are unable to cure such failure under the terms of our credit facilities, if applicable, we would be required to obtain additional waivers from our lenders to maintain compliance with our debt obligations. If we are unable to obtain any necessary waivers and the debt is accelerated, a material adverse effect on our financial condition and future operating performance would likely result.

We have enhanced our focus on driving profitability through disciplined inventory management, lower promotional activity, a pullback in the off-price channel, an improved gross margin profile and an optimized expense structure, including through our transformation program. However, our profitability is impacted by multiple factors, including royalty payments under the License Agreement as well as macroeconomic factors. In particular, in light of the financial impacts of recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, our profitability could be significantly and adversely impacted. See “— Changes to and unpredictability in the trade policies and tariffs imposed by the U.S. government and the governments of other nations could materially affect our financial condition and results of operations.” As a result, there can be no assurance that we will continue to be successful in driving margin expansion and profitability to the extent required to positively impact our financial results and our profitability may not improve as intended.

We historically had and continue to have a small number of wholesale partners who account for a significant portion of our net sales. Our consolidated net sales to the full-price, off-price and e-commerce operations of our largest wholesale partner comprised 26% of our total revenue for fiscal 2024.2025. We do not have formal written agreements with any of our wholesale partners and purchases generally occur on an order-by-order basis. A decision by any of our major wholesale partners, whether motivated by marketing strategy, competitive conditions, financial difficulties (including bankruptcy or liquidation) or otherwise, to significantly decrease the amount of merchandise purchased from us, or to change their manner of doing business with us, could substantially reduce our revenue and have a material adverse effect on our profitability. Furthermore, the foregoing could be exacerbated by the financial impacts on our wholesale partners of recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners.

In addition, due to the concentration of and/or ownership changes in our wholesale partner base, our results of operations could be adversely affected if any of these wholesale partners fails to satisfy its payment obligations to us when due or no longer takes part in the distribution arrangements. Moreover, continued consolidation in the retail industry could further decrease the number of, or concentrate, our wholesale partner base, and financial difficulties (including bankruptcy or liquidation) of one of our major customers could result in reduced business and higher credit risk with respect to that customer. All of these changes could also decrease our opportunities in the market and decrease our negotiating strength with our wholesale partners. Furthermore, under the License Agreement, ABG Vince may remove any customer account that was pre-approved at the time of the closing of the Asset Sale if it believes using its good faith, commercially reasonable judgment, that such account is no longer consistent with the brand positioning for the Licensed Property or reject at its sole good faith discretion any new customer account we submit for its approval. If we lose any of our existing wholesale partners as a result of ABG Vince's decision to remove them, or if we are unable to expand our wholesale partnership or any addition of new wholesale partners is rejected by ABG Vince, our results of operations could be significantly and negatively impacted. These factors could have a material adverse effect on our business, financial condition, and operating results.

We stock our stores, and provide inventory to our wholesale partners, based on our or their estimates of future demand for particular products. Our inventory management and planning team determines the number of pieces of each product that we will order from our manufacturers based upon past sales of similar products, sales trend information and anticipated demand at our suggested retail prices. Our ability to accurately forecast demand for our products could be affected by many factors, including an increase or decrease in demand for our products or for products of our competitors, product introductions by competitors, unanticipated changes in general market conditions (including the recentlyongoing implementedfluidity tariffsof the U.S. tariff landscape as discussed belowabove), and weakening of economic conditions or consumer confidence in future economic conditions. We cannot guarantee that we will be able to match supply with demand in all cases in the future, to produce sufficient levels of desirable product or to forecast demand accurately. In particular, the financial and competitive impacts resulting from recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, could significantly impact our ability to procure desirable products in appropriate categories to meet consumer demand or at prices that are satisfactory to customers. If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of products. Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would negatively impact our gross margin, as was the case in fiscal 2022.margin. Conversely, if we underestimate customer demand for our products, our manufacturers may not be able to deliver products to meet our requirements, and this could harm our business. There can be no assurance that we will be able to successfully manage our inventory at a level appropriate for future customer demand.

Under the License Agreement, ABG Vince may produce and sell Vince products other than the Licensed Products and operate the Vince brand in Option Territories into which it may decide to enter in the future. ABG Vince may do so by granting additional licenses to other third parties. For example, in Augustsince 2023, ABG Vince has granted to acertain third party licenseelicensees a licenselicenses to use the Licensed Property in the Territory to manufacture and distribute (i) men’s tailored clothing and related accessories across the US and Canada.Canada, (ii) handbags, small leather goods, and belts for men and women; (iii) baby layette products; and (iv) men’s and women’s swimwear and coverup products. We are unable to control the business strategies of ABG Vince relating to the expansion of the Vince brand outside of the license granted to us under the License Agreement, including how those strategies impact our own business strategies, the quality of products produced by other Vince brand licensees as well as how the overall Vince brand image may evolve. If there is a change in the parameters of the Vince brand's design, pricing, distribution, target market or competitive set as a result of the brand's expansion into other categories and territories, we may be unable to maintain our historical product design and marketing direction or appeal to the brand's customer base as originally intended and our results of operations could be materially and adversely affected.

Our business growth depends on the successful execution of our strategic initiatives. However, the continued success of our strategic initiatives depends on a number of factors, which historically included positioning our retail and e-commerce businesses for further strategic growth, particularly through enhancement of our customer data platform to create improved segmentation and personalization for an enhanced customer experience, expanding our presence internationally including in Asia and Europe, growing our men's business, properly identifying appropriate future growth opportunities, and other macroeconomic impacts on our business. However, there can be no assurance that these strategic initiatives will produce their intended positive results and, particularly in light of the financial impacts of recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, some or all of our strategic initiatives may become operationally infeasible or impractical. If we are unable to realize the benefits of the strategic initiatives, our financial conditions, results of operations and cash flows could be materially and adversely affected.

Payments under these leases account for a significant portion of our selling, general and administrative expenses. For example, as of FebruaryJanuary 1,31, 2025,2026, we were a party to 6159 operating leases associated with our retail stores and our office and showroom spaces requiring future minimum lease payments of $22,466$22,805 in the aggregate through fiscal 20252026 and $109,209$105,435 thereafter. Any new retail stores leased by us under operating leases will further increase our operating lease expenses, and some of those stores may require significant capital expenditures. We depend on cash flows from operations to pay our lease expenses and to fulfill our other cash needs. Particularly in light of the financial impacts of recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, if our business does not generate sufficient cash flow from operating activities, and sufficient funds are not otherwise available to us from borrowings under our credit facilities or from other sources, we may not be able to service our operating lease expenses, grow our business, respond to competitive challenges or fund our other liquidity and capital needs, which would harm our business. In addition, we may remain obligated under the applicable lease for, among other things, payment of the base rent for the remaining lease term, even after the space is exited or otherwise closed (such as our temporary store closures resulting from the COVID-19 pandemic). Such costs and obligations related to the early or temporary closure of our stores or termination of our leases could have a material adverse effect on our business, results of operations, and financial condition.

If an existing or future store is not profitable, and we decide to close it, we may nonetheless be committed to perform our obligations under the applicable lease including, among others, paying the base rent for the balance of the lease term if we cannot negotiate a mutually acceptable termination payment. In fiscal 2025,2026, 118 of our existing store leases willare expire,scheduled manyto forexpire whichin weaccordance havewith alreadytheir extendedrespective or secured an alternative location.terms. As our leases expire, we may fail to negotiate renewals, either on commercially acceptable terms or at all, or to find a suitable alternative location, which could cause us to close stores in desirable locations or in the case of office leases, incur costs in relocating our office space.

We continue to seek retail opportunities in targeted streets or malls with desirable size and adjacencies, typically near luxury retailers that we believe are consistent with our key customers' demographics and shopping preferences, and seek to negotiate favorable leases. The success of this strategy depends on a number of factors, including the identification of suitable markets and sites, negotiation of acceptable lease terms while securing those favorable locations, including desired term, rent and tenant improvement allowances, and if entering a new market, the timely achievement of brand awareness and proper evaluation of the market, affinity and purchase intent in that market, as well as our business condition in funding the opening and operations of stores. In addition, under the License Agreement, we are required to maintain a minimum number of retail locations as well as obtain prior approval from ABG Vince with respect to new retail locations which may be provided at its sole good faith discretion. We may be unable to open new retail locations as intended if ABG Vince chooses to withhold such approval. Furthermore, we may not be able to maintain the successful operation of our retail stores if the areas around our existing retail locations undergo changes that result in reductions in customer foot traffic or otherwise render the locations unsuitable, such as economic downturns in the area (particularly in light of the financial impacts of recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners), changes in demographics and customer preferences, and the closing or decline in popularity of adjacent stores.

As of FebruaryJanuary 1,31, 2025,2026, we operated 5755 stores, including 4241 company-operated Vince full-price stores and 1412 company-operated Vince outlet stores throughout the United States and one2 company-operated Vince full price storestores in the United Kingdom.

We face risks with respect to our strategy to expand internationally, including our efforts to further expand our business in Asia and Europe through company-operated locations, wholesale arrangements as well as with international partners. Our current operations are based largely in the U.S., with international wholesale sales representing approximately 7% of net sales for fiscal 2024.2025. Therefore, we have a limited number of customers and experience in operating outside of the U.S. We also do not have extensive experience with regulatory environments and market practices outside of the U.S. and cannot guarantee that we will be able to penetrate or successfully operate in any market outside of the U.S. Many of these markets also have different operational characteristics, including employment and labor regulations, transportation, logistics, real estate (including lease terms) and local reporting or legal requirements, and the impact on the international markets remains unclear. In addition, changes in regulatory, geopolitical, social or economic policies, particularly in light of the financial impacts of recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, may present further barriers to expanding in international markets, including China and other neighboring countries in Asia. Furthermore, pursuant to the License Agreement, our exclusive license to operate the Vince brand may be limited by the terms of the License Agreement. Some of the regions in which we currently operate are designated as Option Territories, including the Middle East and Latin America. If Authentic chooses to operate in these Option Territories, we become unable to directly operate in those areas.

A material weakness continued to exist relating to our internal control over financial reporting which was previously identified in fiscal 2016. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of an entity's financial statements will not be prevented or detected on a timely basis. The material weakness will not be remediated until all necessary internal controls have been implemented, tested and determined to be operating effectively. In addition, we may need to take additional measures to address such material weakness or modify the planned remediation steps, and we cannot be certain that the measures we have taken, and expect to take, to improve our internal controls will be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that the identified material weakness will not result in a material misstatement of our consolidated financial statements. Moreover, other material weaknesses or deficiencies may develop or be identified in the future. If we are unable to correct material weaknesses or deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC,Securities and Exchange Commission, will be adversely affected. This failure could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and otherwise materially and adversely impact our business and financial condition.

We are subject to numerous domestic and international laws, regulations and advisories, including labor and employment, environmental, wage and hour, customs and tariffs, truth- in-advertising, consumer protection, data and privacy protection, and zoning and occupancy laws and ordinances that regulate retailers generally or govern the importation, promotion and sale of merchandise and the operation of stores and warehouse facilities, all of which may change from time to time. If these regulations were violated by our management, employees, vendors, independent manufacturers or partners, the costs of certain goods could increase, or we could experience delays in shipments of our products, be subject to fines or penalties, or suffer reputational harm, which could reduce demand for our merchandise and hurt our business and results of operations. In addition, we are subject to laws and regulations related to us being a public company, including the rules and regulations of the SECSecurities and theExchange NewCommission Yorkand The Nasdaq Stock ExchangeMarket LLC ("NYSENasdaq"). Any violation of or not meeting compliance standards under such laws and regulations could impact our status as a public company, including our ability to continue being listed on the NYSE.Nasdaq. Moreover, changes in product safety or other consumer protection laws could lead to increased costs to us for certain merchandise, or additional labor costs associated with readying merchandise for sale. It is often difficult for us to plan and prepare for potential changes to applicable laws and future actions or payments related to such changes could be material to us.

Competition, along with such other factors as consolidation within the retail industry and changes in consumer spending patterns, could also result in significant pricing pressure and cause the sales environment to be more promotional, as it has been in recent years, impacting our financial results. For instance, we operated through a highly promotional sales environment during fiscal 2022 which had a negative impact on our operating results. If promotional pressure remainswere intense,to return, either through actions of our competitors or through customer expectations, this may cause a further reduction in our sales and gross margins and could have a material adverse effect on our business, financial condition and operating results.

In fiscal 20242025 we worked with more than 3040 manufacturers across 1217 countries, with 66%31% of our costs related to products produced in ChinaChina, throughout28% produced in Vietnam, and 17% produced in Peru in fiscal 2024.2025. A manufacturing contractor's failure to ship products to us in a timely or cost-effective manner or to meet the required quality standards could cause us to miss the delivery date requirements of our customers for those items. The failure to make timely deliveries may cause customers to cancel orders, refuse to accept deliveries or demand reduced prices, any of which could have a material adverse effect on us. As a result of the magnitude of our foreign sourcing, our business is subject to the following additional risks:

imposition of duties, taxes, tariffs and other charges on imports, and regulations, quotas, bans and other trade restrictions relating to imports (particularly in light of the financial impacts of recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners), as further discussed below;

political and economic instability in countries or regions, especially Asia and in connection with armed conflict (such as conflicts between Ukraine and Russia and in the Middle EastEast, including the latest developments in Iran), including heightened terrorism, diplomatic and other security concerns, which could subject imported or exported goods to additional or more frequent inspections, leading to delays in deliveries or impoundment of goods;

fluctuations in the price of oil and increases in the costs of fuel, travel and transportation, both related and unrelated to the armed conflict between Ukraine and Russia and in the Middle East, including the latest developments in Iran, and demand for freight services at a time of reduced ocean freight capacity;

Furthermore, to date, the current U.S. Administration has imposed, and continues to propose to impose, additional tariffs on all U.S. imports, which significantly raises the per-unit cost of our products. While we have implemented and continue to implement certain strategies to mitigate such impact, including further diversification of our sourcing base to mitigate some negative macroenvironmental impact of a particular region such as China, executing such diversification is and will be time consuming, may be difficult or impracticable for many products, may result in further increases in our per-unit costs and/or may negatively impact the quality of our products. Any increase in the prices of our products and/or decline in the quality of our products could in turn negatively impact the demand for our products and negatively impact our business and results of operations. See “— Changes to and unpredictability in the trade policies and tariffs imposed by the U.S. government and the governments of other nations could materially affect our financial condition and results of operations.”

Furthermore, as we continue to pursue further diversification of our sourcing base, particularly in light of the financial impacts of recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, we may replace one or more of our vendors and also enter into relationships with new manufacturers. Identifying suitable suppliers is an involved process that requires us to become satisfied with their quality control, responsiveness and service, financial stability and labor and other responsible and/or ethical business practices. There can be no assurance that there will not be a disruption in the supply of our products from independent manufacturers or that any new manufacturers will be successful in producing our products in a manner we expected, and as a result, our business and financial results could be negatively affected.

In the U.S., we rely on a distribution facility operated by a third-party logistics provider in California. Our ability to meet the needs of our wholesale partners and our own direct-to-consumer business depends on the proper operation of this distribution facility. Because substantially all of our products are distributed from one state, our operations could be interrupted by labor difficulties, by floods, fires, earthquakes or other natural disasters and health crises and pandemics, at or near such facility, or by the indirect effects of macroeconomic events, such as recently implemented, new and retaliatory and/or reciprocal tariffs.tariffs and fluctuating oil prices and rising fuel costs. For example, a majority of our ocean shipments go through the ports in California, which are subject to significant processing delays, particularly in light of the financial impacts of recently implemented and newnew, retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, which in turn results not only in shipment disruptions but also in significantly increased freight costs. We also have warehouses overseas, including in Hong Kong and Belgium, operated by third-party logistics providers, supporting our wholesale orders for customers located primarily in the nearby regions. Disruptions at any of these facilities located outside the U.S. (including disruptions related to tariff risks and the armed conflict between Ukraine and Russia and in the Middle EastEast, including the latest developments in Iran) could also materially and negatively impact our business.

Fluctuations in the price, availability and quality of the fabrics or other raw materials, particularly cotton, silk, leather and synthetics used in our manufactured apparel, could have a material adverse effect on cost of sales or our ability to meet customer demands. The prices of fabrics depend largely on the market prices of the raw materials used to produce them. The price and availability of the raw materials and, in turn, the fabrics used in our apparel may fluctuate significantly, depending on many factors, including crop yields, weather patterns, labor costs and changes to and fluctuations in oil and fuel prices as well as other economic factors, particularly in light of the financial impacts of recently implemented and newnew, retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, and the armed conflict between Ukraine and Russia and in the Middle East.East, including the latest developments in Iran. We may not be able to create suitable design solutions that utilize raw materials with attractive prices or, alternatively, to pass higher raw materials prices and related transportation costs (including increased costs related to fluctuations in global oil and fuel prices) on to our customers. We are not always successful in our efforts to protect our business from the volatility of the market price of raw materials, and our business can be materially affected by dramatic movements in prices of raw materials. The ultimate effect of this change on our earnings cannot be quantified, as the effect of movements in raw materials prices on industry selling prices are uncertain, but any significant increase in these prices could have a material adverse effect on our business, financial condition and operating results.

From time to time, we are subject to system or data security problems, including viruses and bugs as well as security issues created by third-party software and applications, employee errors and malfeasance and other various causes. None of these incidents has resulted in any data or information breaches or any other material impact to our financial results. There is no assurance, however, that we would not be subject to material security problems in the future, including cyber or malware attacks, including as an indirect result of our ability to direct sufficient human and capital resources towards systems and data security, malicious actors using artificial intelligence to carry out more sophisticated attacks and increasing the potential for harm, changes to domestic and international regulations or other policies or the armed conflicts between Ukraine and Russia and in the Middle East, including the latest developments in Iran, and we could incur significant expenses or disruptions of our operations in connection with resulting system failures or data and information breaches. The increased use of smartphones, tablets, and other wireless devices, as well as the hybrid and remote work environments, and advancements in and increasing business integration of artificial intelligence may also heighten these and other operational risks. The costs to us to eliminate or alleviate security problems, viruses and bugs could be significant, and the efforts to address these problems could result in interruptions, delays or cessation of service that may impact our reputation and/or impede our sales, distribution or other critical functions. Furthermore, any security issues that involve the compromise of personal information of our customers or employees could subject us to litigation and/or penalties and harm our reputation, materially and adversely affecting our business and growth. We also do not control our third-party service providers and cannot guarantee that no electronic or physical computer break-ins and security breaches will occur in the future, nor can we guarantee that any loss we experience can be recovered from such third-party service providers. Lastly, in the case of a disaster affecting our information technology systems, we may experience delays in recovery of data, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support our operations and other breakdowns in normal communication and operating procedures that could materially and adversely affect our financial condition and results of operations.

We continue to optimize and improve our information technology environment. For example, in fiscal 2022, we completed the implementation of a customer data platform and the front-end re-platforming of our Vince e-commerce website and in fiscal 2023 and 2024, we improved our cybersecurity environment through the implementation of true end-point protection and improved network infrastructure. We plan to progress these strategies, including investing in customer facing technologies to further expand our omni-channel capabilities and to further consolidate and upgrade systems over time to create operational efficiencies and to achieve a common platform across the Company. If we fail in our efforts to continue adopting, optimizing and improving these systems, processes and functions as currently planned or fail to effectively utilize technological advancements in areas such as artificial intelligence and data analytics, we could incur further disruptions to our business and operations, including lost e-commerce sales, a negative mobile experience for our customers, deficiencies or weaknesses in our internal controls, as well as additional costs to replace those systems and functions.

On January 22, 2025, P180 acquired a majority stake of our outstanding common stock from affiliates of Sun Capital Partners, Inc. and as of April 21,15, 2025,2026, P180 owned approximately 56%51% of our outstanding common stock. Additionally, Brendan Hoffman, our Chief Executive Officer, also serves as chairman of the board of directors of P180, Inc., which directly and wholly owns P180. P180 could control matters requiring stockholder approval, including the election of directors, amendments to our amended and restated certificate of incorporation, and approval of significant corporate actions that require the vote of stockholders, and P180, as well as Mr. Hoffman, have significant influence over our management and policies. While we believe we have taken steps to align the interests of P180 as well as Mr. Hoffman with the interests of the Company and/or our other stockholders, it is possible that, in certain circumstances as P180 makes operational decisions for itself, including litigation activities and tax determinations, its interests may conflict with our interests and the interests of our other stockholders, including you. Further, because P180 controls a majority of the voting power of our outstanding common stock, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Although we currently do not rely upon the "controlled company" exception to the board of directors and committee independence requirements under the rules of Nasdaq, we could elect to do so in the future and in such event, you would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Our fiscal year ends on the Saturday closest to January 31. Fiscal years 2025 and 2024 ended on January 31, 2026 ("fiscal 2025") and February 1, 2025 ("fiscal 2024"), respectively. Fiscal 2025 and 2024 consisted of 52 weeks. The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report. All amounts disclosed are in thousands except store counts, share and per share data and percentages.

Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. As of FebruaryJanuary 1,31, 2025,2026, we operate 43 full-price retail stores, 1412 outlet stores,stores and the e-commerce site, vince.com, and the subscription service Vince Unfold, vinceunfold.com.vince.com. Vince is also available through premium wholesale channels globally.

On April 21, 2023 the Company entered into a strategic partnership ("Authentic Transaction") with Authentic Brands Group, LLC ("Authentic"), a global brand development, marketing and entertainment platform, whereby the Company contributed its intellectual property to a newly formed Authentic subsidiary ("ABG Vince") for cash consideration and a membership interest in ABG Vince. The Company closed the Asset Sale on May 25, 2023. On May 25, 2023, in connection with the Authentic Transaction, V Opco, entered into a License Agreement (the "License Agreement") with ABG Vince, which provides V Opco with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). See Note 2 "RecentSignificant Transactions" to the Consolidated Financial Statements in this Annual Report for additional information.

Rebecca Taylor, founded in 1996 in New York City, was a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. On May 3, 2024, V Opco completed the sale of all outstanding shares of Rebecca Taylor, Inc. to Nova Acquisitions, LLC. See Note 2 "RecentSignificant Transactions" within the notes to the Consolidated Financial Statements in this Annual Report for further information.

Parker, founded in 2008 in New York City, was a contemporary women's fashion brand that was trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products to focus resources on the operations of the Vince and Rebecca Taylor brands. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 2 "Recent Transactions" to the Consolidated Financial Statements in this Annual Report for further information.

Net sales for fiscal 20242025 were $293,452,$300,007, increasing $562,$6,555, or 0.2%,2.2%, versus $292,890$293,452 for fiscal 2023. The change was partly offset by the effect of the 53rd week in the prior comparative period.2024.

The favorable impact from lowerhigher promotional activity in the Direct-to-consumer segment and lower discounting,pricing, which contributed positively by approximately 330340 basis points;

The favorable impact fromof lower product costing and freight costs, and higher pricing,discounting, which contributed positively by approximately 32070 basis points; partially offset by The unfavorable impact from royaltyhigher expensetariffs associated with the License Agreement with ABG Vince, which contributed negatively byof approximately 150250 basis points; and The unfavorable impact of channelincreased freight and productdistribution mix,and handling costs, which contributed negatively by approximately 80130 basis points.

Impairment of goodwill for fiscal 2024 was $31,973. There was no impairment of goodwill in fiscal 2023.

Gain on sale of subsidiary for fiscal 2024 was $7,634 related to the sale of Rebecca Taylor. See Note 2 "RecentSignificant Transactions" to the Consolidated Financial Statements in this Annual Report for additional information.

Benefit for income taxes for fiscal 2024 was $3,642 as compared to $3,478 for fiscal 2023. Our effective tax rate for fiscal 2024 and fiscal 2023 was 15.6% and (17.0)%, respectively. The effective tax rate for fiscal 2024 differed from the U.S. statutory rate of 21% primarily due to the tax benefits from the reversal of the non-cash deferred tax liability associated with the goodwill impairment, which previously could not be used as a source of income to support the realization of certain deferred tax assets related to the Company's net operating losses, and the reversal of a portion of the Company’s non-cash deferred tax liability associated with the equity method investment, which portion can now be used as a source of income to support the realization of certain deferred tax assets related to the Company's net operating losses. These tax benefits were offset by the current federal and state income tax expense.

Equity in net income of equity method investment for the fiscal years 20242025 and 20232024 was $712$1,590 and $1,462,$712, respectively, and consistswas ofrelated to the Company's proportionate25% sharemembership ofinterest in ABG Vince's net income.Vince.

Vince Wholesale segment—consists of the Company's operations to distribute Vince brand products to major department stores and specialty stores in the United States and select international markets; and Vince Direct-to-consumer segment—consists of the Company's operations to distribute Vince brand products directly to the consumer through its Vince branded full-price specialty retail stores, outlet stores, and e-commerce platform, and its subscription service Vince Unfold.platform.

AsDuring fiscal 2024, as a result of the completion of the wind down and sale,sale (see Note 2 "Significant Transactions" to the Consolidated Financial Statements in this Annual Report for additional information), and the determination by the CODM that Parker would not be considered in the Company’s future operating plans, Rebecca Taylor and Parker iswas determined to no longer be an operating segment of the Company.

Unallocated corporate expenses are related to the Vince brand and are comprised of SG&A expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments. In addition, unallocated corporate includes the transaction related expenses associated with the Asset Sale. As the Company’s goodwill is not allocated to the Company’s reportable segments in the measure of segment assets regularly reported to and used by our CODM, the corresponding impairment charge associated with goodwill is not reflected in the operating results of the Company’s reportable segments.

Net sales from our Vince Wholesale segment increased $15,746,$391, or 10.5%,0.2%, to $165,740 in fiscal 2025 from $165,349 in fiscal 2024 from $149,603 in fiscal 2023,2024, due primarily to higherincreased off-price shipments, partially offset by a decrease in full-price shipments.

Net sales from our Vince Direct-to-consumer segment decreasedincreased $14,993,$6,164, or 10.5%,4.8%, to $134,267 in fiscal 2025 from $128,103 in fiscal 2024 from $143,096 in fiscal 2023.2024. Comparable sales, including e-commerce, decreasedincreased $6,145,$7,912, or 4.8%,7%, primarily due to aan decreaseincrease in promotionalboth activity.e-commerce and retail stores volume. Non-comparable sales, which includes new stores that have not completed 13 full fiscal months of operations and including Vince Unfold, which was exited in the first quarter of fiscal 2025, declined by $8,848, which includes $1,066 of sales attributable to the 53rd week of the prior year.$1,749. Since the end of fiscal 2023,2024, sixtwo net stores have closed, bringing our total retail store count to 55 (consisting of 43 full price stores and 12 outlet stores) as of January 31, 2026, compared to 57 (consisting of 43 full price stores and 14 outlet stores) as of February 1, 2025, compared to 63 (consisting of 48 full price stores and 15 outlet stores) as of February 3, 2024.2025.

The Company’s future financial results may be subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors, particularly in light of the recently implemented tariffs .and ongoing developments. While we expect to meet our monthly Excess Availability (as defined in the 2023 Revolving Credit Facility Agreement) covenant and believe that our other sources of liquidity will generate sufficient cash flows to meet our obligations for the next twelve months from the date these financial statements are issued, the foregoing expectation is dependent on a number of factors, including, among others, our ability to generate sufficient cash flow from a combination of tariff mitigating initiatives, our ongoing ability to manage our operating obligations, the ability of our partners to satisfy their payment obligations to us when due, the results of the currently ongoing inventory valuation and potential borrowing restrictions imposed by our lenders based on their credit judgment, all of which could be significantly and negatively impacted by theimplemented recently implementedtariffs and newongoing retaliatory and/or reciprocal tariffs,developments, as well as changing trade policies between the U.S. and its trading partners, in addition to other macroeconomic factors. Any material negative impact from these factors or others could require us to implement alternative plans to satisfy our liquidity needs which may be unsuccessful. In the event that we are unable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures liquidate inventory through additional discounting, sell material assets or operations or seek other financing opportunities. There can be no assurance that these options would be readily available to us and our inability to address our liquidity needs could materially and adversely affect our operations and jeopardize our business, financial condition and results of operations, as further discussed under “— Item 1A. Risk Factors—Risks Related to Our Business”.

Net cash provided by operating activities during fiscal 20242025 was $22,059,$2,987, which consisted of a net lossincome of $19,047,$6,378, impacted by non-cash items of $33,258$13,311, including approximately $6,500 related to an increase in allowance for doubtful accounts related to the Saks Reorganization, and cash providedused byin working capital of $7,848.$16,702. Net cash providedused byin working capital primarily resulted from cash inflowsoutflows of $7,035 due to an increase in inventories related to the timing of inventory receipts and increased costs due primarily to the impact of tariffs, cash outflows in receivables of $4,669, and cash outflows in accounts payable and accrued expenses of $19,820,$5,088, primarily due to the timing of payments to vendors, offset by cash outflows in receivables of $11,652.vendors.

Net cash provided by operating activities during fiscal 20232024 was $1,640$22,059 which consisted of net incomeloss of $25,446,$19,047, impacted by non-cash items of $(22,186)$33,258 and cash usedprovided by working capital of $1,620.$7,848. Net cash usedprovided by working capital resulted from cash outflowsinflows in accounts payable and accrued expenses of $23,994,$19,820, primarily due to the timing of payments to vendors, offset by cash outflows in other assets and liabilitiesreceivables of $8,165 primarily related to lease activity, offset by reductions in inventory of $31,236 primarily resulting from more efficient inventory management.$11,652.

Net cash used in investing activities of $4,287 and $4,232 during fiscal 20242025 and fiscal 2024, respectively, represents capital expenditures primarily related to retail store buildouts, including leasehold improvements and store fixtures.

Net cash usedprovided inby financing activities was $77,079$1,180 during fiscal 2023,2025, primarily consisting of $44,271$712 of net repayments of borrowings under the Company's revolving credit facilities, theand repayment$2,023 of $29,378 of borrowingsproceeds under the TermVirtu LoanAt-the-Market CreditOffering Facility,during andthe financingsecond feeshalf of $3,336fiscal 2025 (whichsee includesNote a9 $553"Stockholders' prepaymentEquity" penaltyfor associatedadditional with the termination of the Term Loan Credit Facility during fiscal 2023information).

The Company’s risk factors have not changed materially from those disclosed in its 2025 Annual Report on Form 10-K.10-K other than those listed below.

Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. As of MayAugust 2,1, 2026, we operate 4241 full-price retail stores, 12 outlet stores, and the e-commerce site, vince.com. Vince is also available through premium wholesale channels globally.

Three Months Ended MayAugust 2,1, 2026 Compared to Three Months Ended MayAugust 3,2, 2025

Net sales for the three months ended MayAugust 2,1, 2026 were $64,035,$81,788, increasing $6,102,$8,547, or 10.5%,11.7%, versus $57,933$73,241 for the three months ended MayAugust 3,2, 2025.

Gross profit increased 11.1%34.9% to $32,392$49,834 for the three months ended MayAugust 2,1, 2026 from $29,163$36,938 in the prior year firstsecond quarter. As a percentage of sales, gross margin was 50.6%,60.9%, compared with 50.3%50.4% in the prior year firstsecond quarter. The total gross margin rate increase was primarily driven by the following factors:

The favorable impact from highertariffs pricingof whichapproximately contributed1,380 positivelybasis points, driven primarily by approximatelythe 130IEEPA basis points; and The favorable impact of lower discounting which contributed positively by approximately 100 basis pointsrefund; partially offset by The unfavorable impact from higher tariffsproduct costing which contributed negatively by approximately 160 basis points; and The unfavorable impact from higher freight costs of approximately 190130 basis points.

Selling, general and administrative ("SG&A") expenses for the three months ended MayAugust 2,1, 2026 were $35,039,$36,281, increasing $1,438,$10,494, or 4.3%,40.7%, versus $33,601$25,787 for the three months ended MayAugust 3,2, 2025. SG&A expenses as a percentage of sales were 54.7%44.3% and 58.0%35.2% for the three months ended MayAugust 2,1, 2026 and MayAugust 3,2, 2025, respectively. The increase in SG&A expenses compared to the prior fiscal year period was due primarily to approximately $1,200$5,613 of increasedERC benefitbenefits costs,that were recorded in the prior year comparative period, approximately $2,900 of legal and consulting fees incurred in connection with the OVO Transactions, and approximately $800$820 of increased marketing and advertising costs, partially offset by a decrease in legal costs.

Interest expense, net decreased $212,$141, or 24.8%,16.6%, to $644$708 in the three months ended MayAugust 2,1, 2026 from $856$849 in the three months ended MayAugust 3,2, 2025, primarily due to lower levels of debt under the Revolving credit facility.

BenefitProvision for income taxes for the three months ended MayAugust 2,1, 2026 was $408, compared to $0 for the three months ended May 3, 2025.$3,139. The benefitcurrent quarter provision is due to the impact of applying the Company's estimated annual effective tax rate to the year-to-date ordinary pre-tax loss.income.

InThe provision for income taxes for the priorthree comparativemonths period,ended August 2, 2025 was $58, which represents a discrete tax expense relating to interest received in connection with the ERC. For the three months ended August 2, 2025, the Company had year-to-date ordinary pre-tax losses for the interim period and anticipatedwas anticipating annual ordinary pre-tax income for the fiscal year. The Company had determined that it wasis more likely than not that the tax benefit of the year-to-date ordinary pre-tax loss wouldwill not be realized in the current or future years and therefore,as such, tax provisions for the interim periods should not be recognized until the Company didhas notyear-to-date recordordinary anypre-tax tax expense during the prior comparative period.income.

Equity in net income of equity method investment for the three months ended MayAugust 2,1, 2026 and MayAugust 3,2, 2025 was $679$398 and $491,$256, respectively, and consists of the Company's proportionate share of ABG Vince's net income.

Net sales from our Vince Wholesale segment increased $1,776,$4,645, or 5.9%,10.4%, to $32,066$49,407 in the three months ended MayAugust 2,1, 2026 from $30,290$44,762 in the three months ended MayAugust 3,2, 2025, due primarily to increased shipments.

Income from operations from our Vince Wholesale segment increased $737,$7,526, or 7.8%,44.1%, to $10,134$24,584 in the three months ended MayAugust 2,1, 2026 from $9,397$17,058 in the three months ended MayAugust 3,2, 2025, primarily driven by an increase in net sales,sales partially offset by a decrease inand gross marginmargin, primarily due to theapproximately impact$7,154 of tariffs.IEEPA tariff refunds.

Net sales from our Vince Direct-to-consumer segment increased $4,326,$3,902, or 15.6%,13.7%, to $31,969$32,381 in the three months ended MayAugust 2,1, 2026 from $27,643$28,479 in the three months ended MayAugust 3,2, 2025. Comparable sales, including e-commerce, increased $4,459$4,800 or 17.7%,18.4%, due to an increase in both e-commerce and retail stores volume and higher prices.volume. Non-comparable sales, including Vince Unfold, which was exited in the first quarter of fiscal 2025, decreased $133.$898. Since MayAugust 3,2, 2025, 45 net stores have closed bringing our total retail store count to 5453 (consisting of 4241 full price stores and 12 outlet stores) as of MayAugust 2,1, 2026, compared to 58 (consisting of 44 full price stores and 14 outlet stores) as of MayAugust 3,2, 2025.

Our Vince Direct-to-consumer segment had income from operations of $1,847$4,498 in the three months ended MayAugust 2,1, 2026 compared to a loss of $800$211 in the three months ended MayAugust 3,2, 2025. The increase was primarily driven by an increase in net sales.sales and gross margin, primarily due to approximately $3,214 of IEEPA tariff refunds.

The Company’s future financial results may be subject to substantial fluctuations,fluctuations and may be impacted by business conditions and macroeconomic factors, particularly in light of the recently implemented tariffs. While we expect to meet our monthly Excess Availability (as defined in the 2023 Revolving Credit Facility Agreement) covenant and believe that our other sources of liquidity will generate sufficient cash flows to meet our obligations for the next twelve months from the date these financial statements are issued, the foregoing expectation is dependent on a number of factors, including, among others, our ability to generate sufficient cash flow from a combination of tariff mitigating initiatives, our ongoing ability to manage our operating obligations, the ability of our partners to satisfy their payment obligations to us when due, the results of the currently ongoing inventory valuation and potential borrowing restrictions imposed by our lenders based on their credit judgment, all of which could be significantly and negatively impacted by the recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, in addition to other macroeconomic factors. Any material negative impact from these factors or others could require us to implement alternative plans to satisfy our liquidity needs, which may be unsuccessful. In the event that we are unable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures liquidate inventory through additional discounting, sell material assets or operations or seek other financing opportunities. There can be no assurance that these options would be readily available to us and our inability to address our liquidity needs could materially and adversely affect our operations and jeopardize our business, financial condition and results of operations.

Net cash usedprovided inby operating activities during the threesix months ended MayAugust 2,1, 2026 was $8,911,$9,230, which consisted of net lossincome of $2,101,$8,496, impacted by non-cash items of $1,751$3,290 and cash used in working capital of $8,561.$2,556. Net cash used in working capital primarily resulted from cash outflows due to a decrease in accounts payable and accrued expenses of $10,726, due primarily to timing of payments, and cash outflows of $4,475 due to an increase in inventories of $7,045 related to the timing of inventory receipts and increased costs due primarily to the impact of tariffs, partially offset by the IEEPA refund received during the quarter and by cash inflows from receivables of $11,980$3,179 mainly attributable to timing of collections.

Net cash used in operating activities during the threesix months ended MayAugust 3,2, 2025 was $11,817,$7,615, which consisted of net lossincome of $4,803,$7,257, impacted by non-cash items of $2,601$3,811 and cash used in working capital of $9,615.$18,683. Net cash used in working capital primarily resulted from cash outflows of $17,521 due to aan decreaseincrease in inventories related to the timing of inventory receipts and increased costs due primarily to the impact of tariffs, and cash outflows in accounts payable and accrued expenses of $11,560, due primarilymainly to timinginventory of payments, cash outflows in prepaid expenses and other current assets, due primarily to prepaid royalty payments, and an increase in inventories,purchases, partially offset by casha inflowsdecrease fromin receivables of $9,873 mainly attributabledue to timing of collections.

Net cash used in investing activities of $216$963 and $1,424$3,530 during the threesix months ended MayAugust 2,1, 2026 and MayAugust 3,2, 2025, respectively, represents capital expenditures primarily related to retail store buildouts, including leasehold improvements and store fixtures.

Net cash providedused byin financing activities was $9,399$7,749 during the threesix months ended MayAugust 2,1, 2026, primarily consisting of $9,400$7,750 of net repayment of borrowings under the Company's revolving credit facilities.

Net cash provided by financing activities was $15,219$11,319 during the threesix months ended MayAugust 3,2, 2025, primarily consisting of $15,350$11,450 of net borrowings under the Company's revolving credit facilities.

Interest is payable on the loans under the 2023 Revolving Credit Facility, at Vince LLC's request, either at Term SOFR, the Base Rate, or SOFR Daily Floating Rate, in each case, with applicable margins subject to a pricing grid based on an average daily excess availability calculation. The "Base Rate" means, for any day, a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate for such day, plus 0.5%; (ii) the rate of interest in effect for such day as publicly announced from time to time by BofA as its prime rate; (iii) the SOFR Daily Floating Rate on such day, plus 1.0%; and (iv) 1.0%. During the continuance of certain specified events of default, at the election of BofA in its capacity as Agent, interest will accrue at a rate of 2.0% in excess of the applicable non-default rate.

No financing costs were incurred during the three and six months ended MayAugust 2,1, 2026 and MayAugust 3,2, 2025, respectively.

As of MayAugust 2,1, 2026, the Company was in compliance with applicable covenants. As of MayAugust 2,1, 2026, $31,236$63,571 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $20,100$2,950 of borrowings outstanding and $6,160$5,160 of letters of credit outstanding under the 2023 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2023 Revolving Credit Facility as of MayAugust 2,1, 2026 was 6.0%.

A summary of our critical accounting estimates is included in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of our 2025 Annual Report on Form 10-K. As of MayAugust 2,1, 2026, there have been no material changes to the critical accounting estimates contained therein.