LEVI STRAUSS & CO
For the period ended Mar 1, 2026. Filed Apr 7, 2026.
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Mar 1, 2026 · Filed Apr 7, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
| Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
|---|
(a) Recent Sales of Unregistered Securities
None.
(b) Use of Proceeds from Securities
None.
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
| Period | Total number of shares purchased(1) | Average price paid per share(2) | Total number of shares purchased as part of publicly announced plans or programs(1) | Approximate maximum dollar value of shares that may yet be purchased under the plans or programs(1) |
|---|---|---|---|---|
| December 1, 2025 - January 4, 2026 | — | $— | — | $440,436,556 |
| January 5, 2026 - February 1, 2026 | 7,789,679 | — | 7,789,679 | 240,436,556 |
| February 2, 2026 - March 1, 2026(2) | — | — | — | 240,436,556 |
| Total | 7,789,679 | $— | 7,789,679 |
(1)We maintain a share repurchase program authorized by the Board. Under this program, we may repurchase shares from time to time. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions and alternate uses of capital. The share repurchase program may be effected through Rule 10b5-1 plans, open market purchases or privately negotiated transactions, each in compliance with Rule 10b-18 under the Exchange Act. The program may be suspended or discontinued at any time and does not have an expiration date. Share repurchase authority was $240.4 million as of March 31, 2026.
(2)During the first quarter of 2026, the Company entered into an accelerated share repurchase transaction with a third-party financial institution to repurchase an aggregate of $200.0 million of the Company’s Class A common stock as part of its share repurchase program. At inception, the Company made an initial payment of $200.0 million and received and immediately retired 7,789,679 shares of Class A common stock, representing 80% of the dollar amount of the transaction based on the January 29, 2026 closing share price, over the transaction’s term (the “ASR Agreement”). The total number of shares the Company will ultimately repurchase and the average price per share under the ASR Agreement will be based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR Agreement, less a discount, pursuant to the terms and conditions of the ASR Agreement, and is expected to occur no later than the third quarter of 2026.
Shares withheld related to the vesting or exercise of stock-based compensation awards are excluded from the disclosure.
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