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ABERCROMBIE FITCH CO DE

For the period ended Nov 2, 2024. Filed Dec 6, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Nov 2, 2024 · Filed Dec 6, 2024

ANF$149.54-5.1%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2024-08-03; filed 2024-09-06.

0001018840-24-000071

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds

Current report: 10-Q

Period ended 2024-11-02; filed 2024-12-06.

0001018840-24-000087

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 8 previous paragraphs and 12 current paragraphs.

5 unchanged; 3 reworded; 4 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

Misconduct or illegal activities by our current and former associates, directors, advisers, third-party service providers, or others affiliated, or perceived to be affiliated, with the Company could subject to us to reputational harm, regulatory scrutiny or inquiries, or legal liability.

Current report

There is a risk that current or former associates, executives, directors, advisers or third party-service providers of the Company, or others who are actually or perceived to be affiliated with the Company, could engage, deliberately or recklessly, in misconduct or fraud that creates legal exposure for the Company and adversely affects our business. If such individuals were to engage, or be accused of engaging in, illegal or suspicious activities, sexual misconduct or harassment, racial or gender discrimination, improper use or disclosure of confidential information, fraud, payment or solicitation of bribes, or any other type of similar misconduct or violation of other laws and regulations, during their employment or service with the Company, we could suffer serious harm to our brand, reputation, be subject to penalties or sanctions, suffer serious harm to our financial position and current and future business relationships, and face potentially significant litigation or investigations.

Current report

In particular, Michael Jeffries, who served as chief executive officer of the Company from 1992 to 2014, has been accused of sexual abuse and exploitation, which accusations include claims relating to behavior that is alleged to have occurred during his prior tenure with the Company. Criminal charges have been filed against Mr. Jeffries, and there is a pending civil suit against Mr. Jeffries and the Company that relates to this alleged behavior. Although we believe the claims against the Company are without merit, the allegations against this former executive, as well as the claims brought against the Company, have resulted in negative media attention and may result in additional litigation or may result in other adverse consequences to our reputation, brand, and business. In addition, in early March 2024, the Delaware Court of Chancery ruled that Mr. Jeffries was entitled to advancement by the Company of his defense costs for the civil litigation. Mr. Jeffries is now seeking advancement of defense costs for his criminal prosecution, which the Company intends to oppose.

Current report

(4)The aggregate cost of share repurchases and average price paid per share excludes excise tax.
Reworded paragraphs (3)

Previous wording

The Company’s risk factors as of August 3, 2024 have not changed materially from those disclosed in Part I, “Item 1A. Risk Factors” of the Fiscal 2023 Form 10-K.

Current wording

Other than identified below, the Company’s risk factors as of November 2, 2024 have not changed materially from those disclosed in Part I, “Item 1A. Risk Factors” of the Fiscal 2023 Form 10-K.

Previous wording

There were no sales of equity securities during the second quarter of Fiscal 2024 that were not registered under the Securities Act of 1933, as amended.

Current wording

There were no sales of equity securities during the third quarter of Fiscal 2024 that were not registered under the Securities Act of 1933, as amended.

Previous wording

(1)An aggregate of 11,609 shares of Common Stock purchased during the thirteen weeks ended August 3, 2024 were withheld for tax payments due upon the vesting of employee restricted stock units and the exercise of employee stock appreciation rights.

Current wording

(1)An aggregate of 15,544 shares of Common Stock purchased during the thirteen weeks ended November 2, 2024 were withheld for tax payments due upon the vesting of employee restricted stock units and the exercise of employee stock appreciation rights.