V F CORP

Current report

BUSINESS AND OPERATIONAL RISKS

Current report

There are risks associated with VF’s acquisitions, divestitures and portfolio management, including our pending sale of the Dickies® brand to Bluestar Alliance LLC.

Current report

Any acquisitions, divestitures or mergers by VF, including our pending sale of the Dickies® brand to 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

Current report

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, tax impacts, 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

Current report

43 VF Corporation Q2 FY26 Form 10-Q 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 or separation of divested 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, divestiture or capital allocation choices, strategy and timing, integration or separation approach, and transaction pricing could result in unfavorable impacts to growth and value creation.

Current report

Our acquisitions and divestitures may cause large one-time expenses or create goodwill or other intangible assets that could result in significant impairment charges. We also make certain estimates and assumptions in order to determine purchase price allocation and estimate the fair value of assets acquired and liabilities assumed. If our estimates or assumptions used to value these assets and liabilities are not accurate, we may be exposed to losses that may be material.

Current report

On September 15, 2025, we announced that we entered into a definitive agreement for Bluestar Alliance LLC to acquire the

Current report

Dickies® brand from VF for $600 million in cash. The sale, which is expected to close by the end of calendar year 2025, is subject to customary closing conditions, including obtaining necessary regulatory approvals. We and Bluestar Alliance LLC may be unable to satisfy such closing conditions in a timely manner or not at all and, accordingly, the sale of the Dickies® brand may be delayed or may not be completed. Failure to complete the sale of the Dickies® brand could have a material and adverse effect on us, including by delaying our strategic and other objectives relating to the separation of the Dickies® brand and adversely affecting our plans to use the proceeds from the sale. Even if the sale is completed, we may not realize some or all the expected benefits. Further, divestitures involve significant challenges and risks, including the need to provide transition services, which may result in stranded costs and the diversion of resources and focus; and the need to separate operations, systems, and technologies, which is an inherently risky and potentially lengthy and costly process. In addition, executing the sale of the Dickies® brand will require significant time and attention from management, which would divert attention from the management of our operations and the pursuit of our business strategies.