Skip to main content

TAPESTRY, INC.

For the period ended Sep 27, 2025. Filed Nov 6, 2025.

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.

Sep 27, 2025 · Filed Nov 6, 2025

TPR$132.80-1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-29; filed 2025-05-08.

0001116132-25-000013

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-27; filed 2025-11-06.

0001116132-25-000025

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 212 previous paragraphs and 153 current paragraphs.

65 unchanged; 43 reworded; 42 added; 95 removed; 9 previous and 3 current paragraphs rearranged.

Tables are not compared: 21 previous and 12 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 (42)

Current report

•Build Emotional Connections with Consumers: The Company aims to drive new customer acquisition, with a focus on Gen Z consumers entering the market to build brand love and lifetime value.

Current report

•Delivering Compelling Experiences to Drive Global Growth: The Company aims to sustain growth in North America and accelerate momentum in international markets, prioritizing Greater China and Europe.

Current report

•Ignite the Power of Our People: The Company aims to future-proof growth by continuing to develop a consumer-obsessed culture that is agile and always looking forward.

Current report

During the second half of fiscal 2025, the U.S. Government announced tariffs on imports from select countries. The majority of the Company's products sold in the U.S. are imported from countries in which these tariffs were announced. Additionally, during the first quarter of fiscal 2026, the President of the United States issued an executive order removing the de minimis exemption for low value shipments imported into the U.S. for all countries beginning August 29, 2025. As a result of these changes in the tariff landscape, including the de minimis removal, during the first quarter of fiscal 2026 the Company's gross margin was negatively impacted by approximately 70 basis points. The Company continues to expect to take actions to mitigate the negative impacts of these incremental costs during the remainder of the fiscal year and beyond.

Current report

FIRST QUARTER FISCAL 2026 COMPARED TO FIRST QUARTER FISCAL 2025

Current report

The Company made certain changes to the composition of segment information effective in the first quarter of fiscal 2026 as a result of the sale of Stuart Weitzman on August 4, 2025. As of the first quarter of fiscal 2026, the Company's reportable segments are Coach and Kate Spade. For the first quarter of fiscal 2026, prior to the completion of the sale on August 4, 2025, Stuart Weitzman Net sales were $14.6 million, Gross profit was $7.7 million and SG&A expenses were $8.7 million resulting in an Operating loss of $1.0 million. These results were considered as Items Affecting Comparability in the three months ended September 27, 2025. For the first quarter of fiscal 2025, Stuart Weitzman Net sales were $53.7 million, Gross profit was $29.2 million and SG&A expenses were $36.6 million resulting in an Operating loss of $7.4 million. These results were not considered as Items Affecting Comparability in the three months ended September 28, 2024.

Current report

•Acquisition and Divestiture - Total pre-tax charges of $14.7 million related to the Stuart Weitzman divestiture primarily due to professional fees, severance costs as well as the Stuart Weitzman Operating loss for the period.

Current report

•Organizational Efficiency Costs - Total pre-tax charges of $11.0 million primarily related to technology costs and severance costs.

Current report

These actions taken together negatively impacted operating income by $25.7 million and reduced the provision for income tax by $3.4 million resulting in a net decrease in net income by $22.3 million or $0.10 per diluted share.

Current report

These actions taken together negatively impacted operating income by $33.4 million, increased interest expense by $37.4 million and reduced the provision for income tax by $15.8 million resulting in a net decrease in net income by $55.0 million or $0.23 per diluted share.

Current report

The Company made certain changes to the composition of segment information effective in the first quarter of fiscal 2026 as a result of the sale of Stuart Weitzman on August 4, 2025. As of the first quarter of fiscal 2026, the Company's reportable segments are Coach and Kate Spade. For the first quarter of fiscal 2026, prior to the completion of the sale on August 4, 2025, Stuart Weitzman Net sales were $14.6 million, Gross profit was $7.7 million and SG&A expenses were $8.7 million resulting in an Operating loss of $1.0 million. These results were considered as Items Affecting Comparability in the three months ended September 27, 2025. For the first quarter of fiscal 2025, Stuart Weitzman Net sales were $53.7 million, Gross profit was $29.2 million and SG&A expenses were $36.6 million resulting in an Operating loss of $7.4 million. These results were not considered as Items Affecting Comparability in the three months ended September 28, 2024.

Current report

Gross profit increased 14.6% or $165.6 million to $1.30 billion in the first quarter of fiscal 2026 from $1.13 billion in the first quarter of fiscal 2025. Gross margin increased 100 basis points to 76.3% in the first quarter of fiscal 2026 from 75.3% in the first quarter of fiscal 2025. Excluding items affecting comparability, Gross margin increased 120 basis points to 76.5% in the first quarter of fiscal 2026 from 75.3% in the first quarter of fiscal 2025, which includes a 70 basis point benefit from the divestiture of Stuart Weitzman. The remaining 50 basis point increase in Gross margin was primarily attributed to net pricing improvements, partially offset by the impact of higher tariffs and unfavorable currency impacts. Refer to "Current Macroeconomic Conditions and Outlook" for further information.

Current report

SG&A expenses increased 10.1% or $89.4 million to $972.3 million in the first quarter of fiscal 2026 as compared to $882.9 million in the first quarter of fiscal 2025. As a percentage of net sales, SG&A expenses decreased to 57.0% during the first quarter of fiscal 2026 from 58.6% during the first quarter of fiscal 2025. Excluding items affecting comparability in the first quarter of fiscal 2026, SG&A expenses increased 10.5% or $89.4 million to $938.9 million from $849.5 million in the first quarter of fiscal 2025. SG&A as a percentage of net sales decreased 80 basis points to 55.6% compared to 56.4% during the first quarter of fiscal 2025, which includes a 40 basis point benefit from the divestiture of Stuart Weitzman. The remaining 40 basis point decrease in SG&A as a percentage of net sales was primarily due to leverage of fixed costs on higher net sales, partially offset by higher marketing spend.

Current report

(1)Excluding items affecting comparability, SG&A expenses increased 20.4% or $107.9 million to $637.4 million in the first quarter of fiscal 2026 as compared to $529.5 million in the first quarter of fiscal 2025. SG&A as a percentage of net sales decreased 70 basis points to 44.6% in the first quarter of fiscal 2026 as compared to 45.3% in the first quarter of fiscal 2025.

Current report

(2)Excluding items affecting comparability, SG&A expenses decreased 1.0% or $1.6 million to $161.0 million in the first quarter of fiscal 2026 as compared to $162.6 million in the first quarter of fiscal 2025. SG&A as a percentage of net sales increased approximately 460 basis points to 61.9% in the first quarter of fiscal 2026 as compared to 57.3% in the first quarter of fiscal 2025.

Current report

(3)Excluding items affecting comparability, SG&A expenses increased 16.3% or $19.7 million to $140.5 million in the first quarter of fiscal 2026 as compared to $120.8 million in the first quarter of fiscal 2025.

Current report

Operating income increased $76.2 million to $328.2 million in the first quarter of fiscal 2026 as compared to $252.0 million in the first quarter of fiscal 2025. Operating margin increased to 19.3% in the first quarter of fiscal 2026 as compared to 16.7% in the first quarter of fiscal 2025. Excluding items affecting comparability, operating income increased $68.5 million to $353.9 million in the first quarter of fiscal 2026 from $285.4 million in the first quarter of fiscal 2025. Operating margin increased 200 basis points to 20.9% in the first quarter of fiscal 2026 as compared to 18.9% in the first quarter of fiscal 2025, which includes a 110 basis point benefit from the divestiture of Stuart Weitzman. The remaining 90 basis point increase in operating margin was primarily attributed to a 50 basis point increase in Gross margin and a 40 basis point decrease in SG&A as a percentage of sales.

Current report

•Coach Operating Income increased $100.8 million to $487.4 million in the first quarter of fiscal 2026. Operating margin increased to 34.1% in the first quarter of fiscal 2026 as compared to 33.0% in the first quarter of fiscal 2025. Excluding items affecting comparability, operating income increased $102.0 million to $488.6 million in the first quarter of fiscal 2026 from $386.6 million in the first quarter of fiscal 2025; and operating margin increased 120 basis points to 34.2% in the first quarter of fiscal 2026 as compared to 33.0% in the first quarter of fiscal 2025. This increase in operating margin was primarily attributed to:

Current report

•Kate Spade Operating Income decreased $21.4 million to $5.6 million in the first quarter of fiscal 2026. Operating margin decreased to 2.1% in the first quarter of fiscal 2026 as compared to 9.6% in the first quarter of fiscal 2025. Excluding items affecting comparability, operating income decreased $21.2 million to $5.8 million in the first quarter of fiscal 2026 from $27.0 million in the first quarter of fiscal 2025; and operating margin decreased approximately 740 basis points to 2.2% in the first quarter of fiscal 2026 as compared to 9.6% in the first quarter of fiscal 2025. This decrease in operating margin was primarily attributed to:

Current report

◦Gross margin, decreased 290 basis points mainly due to the impact of higher tariffs and unfavorable channel mix, partially offset by net pricing improvements;

Current report

◦SG&A expenses as a percentage of net sales, increased approximately 460 basis points mainly driven by higher marketing spend.

Current report

Net income increased 47.2% or $88.2 million to $274.8 million in the first quarter of fiscal 2026 as compared to $186.6 million in the first quarter of fiscal 2025. Excluding items affecting comparability, net income increased $55.5 million to $297.1 million in the first quarter of fiscal 2026 from $241.6 million in the first quarter of fiscal 2025.

Current report

•Accounts payable were a source of cash of $33.8 million in the first quarter of fiscal 2026 compared to a source of cash of $92.9 million in the first quarter of fiscal 2025, primarily driven by lower in-transit inventory and receipts.

Current report

The $69.3 million source of cash in the first quarter of fiscal 2026 was primarily due to proceeds from the divestiture of the Stuart Weitzman business of $109.6 million, partially offset by purchases of property and equipment of $32.4 million.

Current report

The $550.8 million of cash used in the first quarter of fiscal 2026 was primarily due to repurchase of common stock of $698.2 million, partially offset by proceeds from commercial paper, net of $240.0 million.

Current report

The $74.5 million of cash used in the first quarter of fiscal 2025 was primarily due to dividend payments of $81.4 million and taxes paid to net settle share-based awards of $34.5 million, partially offset by proceeds from share-based awards of $41.7 million.

Current report

(2)Borrowings under the Commercial Paper Program are supported by the Amended Revolving Credit Facility. Accordingly, aggregate borrowings outstanding under the Commercial Paper Program and the Amended Revolving Credit Facility will not exceed $2.00 billion.

Current report

On July 24, 2025, the Company entered into a commercial paper borrowing program (the "Commercial Paper Program") that provides for the issuance of up to $2.00 billion of unsecured commercial paper notes with maturities up to 365 days. Borrowings under the Commercial Paper Program are supported by the Amended Revolving Credit Facility and may be used to support the Company's general corporate needs. The aggregate amount of borrowings outstanding under the Commercial Paper Program and Amended Revolving Credit Facility will not exceed $2.00 billion. During the three months ended September 27, 2025, the Company issued notes under the Commercial Paper Program with original maturities less than 3 months. As of September 27, 2025, the Company had $240.0 million of borrowings outstanding under the Commercial Paper Program with a weighted average interest rate of 4.260%. Refer to Note 11, "Debt" for further information.

Current report

On September 10, 2025, the Company announced that the Board authorized the Company to repurchase up to $3.00 billion of its outstanding common stock (the "2026 Share Repurchase Program"), replacing the 2022 Share Repurchase Program which had $561.7 million of remaining authorization.

Showing the first 40 of 42 passages. Open the source sections for the rest.

Removed paragraphs (95)

Previous report

•Stuart Weitzman - Includes global sales of Stuart Weitzman brand products primarily through our DTC, wholesale and licensing businesses.

Previous report

•Building Lasting Customer Relationships: The Company’s brands aim to leverage Tapestry’s transformed business model to drive customer lifetime value through a combination of increased customer acquisition, retention and reactivation.

Previous report

•Delivering Compelling Omni-Channel Experiences: The Company aims to extend its omni-channel leadership to meet the customer wherever they shop, delivering growth online and in stores.

Previous report

•Powering Global Growth: The Company aims to support balanced growth across regions, prioritizing North America and China, its largest markets, while capitalizing on opportunities in under-penetrated geographies such as Southeast Asia and Europe.

Previous report

During the second half of fiscal 2025, the U.S. Government announced tariffs on imports from select countries. The majority of the Company's products sold in the U.S. are imported from countries in which these tariffs were announced. At the time of this report, the long-term impact which the tariffs or other trade policies may have on our business is uncertain as the outcome is dependent on global trade negotiations. As a result of the Company's actions to accelerate inventory purchases and based on current trends of the business, we do not expect a meaningful negative impact to our results of operations in fiscal 2025.

Previous report

However, there could be a material negative impact to our results of operations in fiscal 2026 and beyond depending on the outcome of trade negotiations. The Company is prepared to take actions to mitigate this negative impact as changes in trade relations, economic and monetary policies are made clear.

Previous report

THIRD QUARTER FISCAL 2025 COMPARED TO THIRD QUARTER FISCAL 2024

Previous report

During the third quarter of fiscal 2025, we updated the title of the items affecting comparability related to "Acquisition Costs" to "Acquisition and Divestiture Costs" to capture the costs related to the terminated Capri Acquisition as well as the Stuart Weitzman Business Divestiture.

Previous report

In the third quarter of fiscal 2025, the Company incurred charges as follows:

Previous report

•Acquisition and Divestiture Costs - Total pre-tax charges of $18.6 million primarily due to the loss on business held for sale, store impairment, professional fees and share-based compensation expense related to the Stuart Weitzman Business Divestiture.

Previous report

•Organizational Efficiency Costs - Total pre-tax charges of $5.0 million primarily related to severance costs and technology costs.

Previous report

These actions taken together negatively impacted operating income by $23.6 million and reduced the provision for income tax by $7.1 million resulting in a net decrease in net income by $16.5 million or $0.08 per diluted share.

Previous report

In the third quarter of fiscal 2024, the Company incurred charges as follows:

Previous report

◦SG&A expenses: $35.0 million primarily related to professional fees recorded within Corporate;

Previous report

◦Interest expense, net: $32.9 million of financing related charges, which primarily includes the net impact of the Capri Acquisition Senior Notes.

Previous report

These actions taken together negatively impacted operating income by $35.0 million, increased interest expense by $32.9 million and reduced the provision for income tax by $17.2 million resulting in a net decrease in net income by $50.7 million or $0.21 per diluted share.

Previous report

•Stuart Weitzman Net Sales decreased 17.7% or $9.9 million to $46.2 million in the third quarter of fiscal 2025. Excluding the impact of foreign currency, net sales decreased 17.2% or $9.6 million.

Previous report

Gross profit increased 8.9% or $98.4 million to $1.21 billion in the third quarter of fiscal 2025 from $1.11 billion in the third quarter of fiscal 2024. Gross margin increased 140 basis points to 76.1% in the third quarter of fiscal 2025 from 74.7% in the third quarter of fiscal 2024. This increase in Gross margin was primarily attributed to net pricing improvements.

Previous report

SG&A expenses increased 5.4% or $49.0 million to $952.1 million in the third quarter of fiscal 2025 as compared to $903.1 million in the third quarter of fiscal 2024. As a percentage of net sales, SG&A expenses decreased to 60.1% during the third quarter of fiscal 2025 from 60.9% during the third quarter of fiscal 2024. Excluding items affecting comparability of $23.6 million in the third quarter of fiscal 2025, SG&A expenses increased 7.0% or $60.4 million to $928.5 million from $868.1 million in the third quarter of fiscal 2024. SG&A as a percentage of net sales remained even at 58.6% in the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024 primarily due to higher marketing spend and higher compensation costs driven by accrued incentive compensation, offset by leverage of fixed costs on higher net sales.

Previous report

(1) In the third quarter of fiscal 2025, Kate Spade incurred charges affecting comparability of $2.8 million. Excluding those items affecting comparability, SG&A expenses decreased 7.6% or $13.2 million to $160.4 million in the third quarter of fiscal 2025 as compared to $173.6 million in the third quarter of fiscal 2024. SG&A as a percentage of net sales increased 370 basis points to 65.5% in the third quarter of fiscal 2025 as compared to 61.8% the third quarter of fiscal 2024.

Previous report

(2) In the third quarter of fiscal 2025, Stuart Weitzman incurred charges affecting comparability of $0.6 million. Excluding those items affecting comparability, SG&A expenses decreased 22.0% or $8.1 million to $29.1 million in the third quarter of fiscal 2025 as compared to $37.2 million in the third quarter of fiscal 2024. SG&A as a percentage of net sales decreased 350 basis points to 62.9% in the third quarter of fiscal 2025 as compared to 66.4% the third quarter of fiscal 2024.

Previous report

(3) In the third quarter of fiscal 2025, Corporate incurred charges affecting comparability of $20.2 million. Excluding those items affecting comparability, SG&A expenses increased 9.2% or $11.9 million to $140.6 million in the third quarter of fiscal 2025 as compared to $128.7 million in the third quarter of fiscal 2024.

Previous report

Operating income increased 24.2% or $49.4 million to $253.7 million in the third quarter of fiscal 2025 as compared to $204.3 million in the third quarter of fiscal 2024. Operating margin was 16.0% in the third quarter of fiscal 2025 as compared to 13.8% in the third quarter of fiscal 2024. Excluding items affecting comparability of $23.6 million in the third quarter of fiscal 2025, operating income increased $38.0 million to $277.3 million in the third quarter of fiscal 2025 from $239.3 million in the third quarter of fiscal 2024; and operating margin increased 140 basis points to 17.5% in the third quarter of fiscal 2025 as compared to 16.1% in the third quarter of fiscal 2024. This increase in operating margin was attributable to a 140 basis points increase in gross margin.

Previous report

•Coach Operating Income increased $57.4 million to $420.1 million in the third quarter of fiscal 2025, resulting in an operating margin increase of 80 basis points to 32.4%, as compared to $362.7 million and 31.6%, respectively, in the third quarter of fiscal 2024. This increase in operating margin was primarily attributed to:

Previous report

◦SG&A expenses as a percentage of net sales, increased 20 basis points mainly due to higher marketing spend, partially offset by leverage of fixed costs on higher net sales.

Previous report

•Kate Spade Operating Income decreased $10.0 million to $0.0 million in the third quarter of fiscal 2025. Operating margin was 0.0% in the third quarter of fiscal 2025 as compared to 3.6% in the third quarter of fiscal 2024. Excluding items affecting comparability, operating income decreased $7.2 million to $2.8 million in the third quarter of fiscal 2025 from $10.0 million in the third quarter of fiscal 2024; and operating margin decreased 240 basis points to 1.2% in the third quarter of fiscal 2025 as compared to 3.6% in the third quarter of fiscal 2024. This decrease in operating margin was primarily attributed to:

Previous report

◦Gross Margin, increased 130 basis points mainly due to net pricing improvements;

Previous report

•Stuart Weitzman Operating Loss increased $0.9 million to a loss of $5.6 million in the third quarter of fiscal 2025. Operating margin was (12.1)% in the third quarter of fiscal 2025 as compared to (8.4)% in the third quarter of fiscal 2024. Excluding items affecting comparability, operating loss increased $0.3 million to a loss of $5.0 million in the third quarter of fiscal 2025 from a loss of $4.7 million in the third quarter of fiscal 2024; and operating margin decreased 230 basis points to (10.7)% in the third quarter of fiscal 2025 as compared to (8.4)% in the third quarter of fiscal 2024.

Previous report

•Corporate Operating Expenses decreased 1.7% or $2.9 million to $160.8 million in the third quarter of fiscal 2025. Excluding items affecting comparability, Corporate operating expenses increased $11.9 million to $140.6 million from $128.7 million in the third quarter of fiscal 2024. This increase in operating expenses was attributed to an increase in SG&A expenses primarily due to higher compensation costs driven by accrued incentive compensation.

Previous report

Other income increased $3.6 million to Other income of $0.8 million in the third quarter of fiscal 2025 as compared to Other expense of $2.8 million in the third quarter of fiscal 2024. This increase in Other income was related to an increase in foreign exchange gains.

Previous report

Net income increased 45.9% or $63.9 million to $203.3 million in the third quarter of fiscal 2025 as compared to $139.4 million in the third quarter of fiscal 2024. Excluding items affecting comparability, net income increased 15.6% or $29.7 million to $219.8 million in the third quarter of fiscal 2025 from $190.1 million in the third quarter of fiscal 2024.

Previous report

FIRST NINE MONTHS FISCAL 2025 COMPARED TO FIRST NINE MONTHS FISCAL 2024

Previous report

During the third quarter of fiscal 2025, we updated the title of the items affecting comparability related to "Acquisition Costs" to "Acquisition and Divestiture Costs" to capture the costs related to the terminated Capri Acquisition as well as the Stuart Weitzman Business Divestiture.

Showing the first 40 of 95 passages. Open the source sections for the rest.

Reworded paragraphs (43)

Previous wording

•Results of operations. An analysis of our results of operations in thethird quarter of fiscal 2025 compared to thethird quarter of fiscal 2024 and first nine months of fiscal 2025 compared to the first nine months of fiscal 2024.

Current wording

•Results of Operations. An analysis of our results of operations in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025.

Previous wording

Tapestry, Inc. is a house of iconic accessories and lifestyle brands. Our global house of brands unites the magic of Coach, kate spade new york and Stuart Weitzman. Each of our brands is unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across business channels and geographies. We use our collective strengths to move our customers and empower our communities, to make the fashion industry more sustainable and to build a company that’s equitable, inclusive and diverse. Individually, our brands are iconic. Together, we can stretch what’s possible.

Current wording

Tapestry, Inc. is a house of iconic accessories and lifestyle brands. Our global house of brands unites the magic of Coach and kate spade new york. Each of our brands are unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across channels and geographies. We use our collective strengths to move our customers and empower our communities, to make the fashion industry more sustainable, and to harness the power of an inclusive culture. Individually, our brands are iconic. Together, we can stretch what’s possible.

Previous wording

•Coach -Includes global sales of primarily Coach brand products to customers through our direct-to-consumer ("DTC"), wholesale and licensing businesses.

Current wording

•Coach -Includes global sales of primarily Coach brand products to customers through our DTC, wholesale and licensing businesses.

Previous wording

In the first quarter of fiscal 2023, the Company introduced the 2025 growth strategy (“future speed”), designed to amplify and extend the competitive advantages of its brands, with a focus on four strategic priorities:

Current wording

In the first quarter of fiscal 2026, the Company introduced its 2028 growth strategy (“Amplify”), which focuses on four key pillars:

Previous wording

•Fueling Fashion Innovation & Product Excellence: The Company aims to drive sustained growth in core handbags and small leathergoods, while accelerating gains in footwear and lifestyle products.

Current wording

•Fueling Fashion Innovation & Product Excellence: The Company aims to lead with handbags and leathergoods with targeted lifestyle expansion in footwear.

Previous wording

On February 16, 2025, the Company entered into a Purchase Agreement with Caleres pursuant to which the Company will sell the Stuart Weitzman Business (as defined below). The Purchaser will acquire certain assets and liabilities of the Company's global business of designing, manufacturing, promotion, marketing, production, distribution, sales and licensing of Stuart Weitzman branded products (the "Stuart Weitzman Business") for total cash consideration of $105.0 million (the "Purchase Price"). The Purchase Price will be subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses. The transaction is expected to close in the summer of 2025, subject to customary closing conditions (the "Stuart Weitzman Business Divestiture"). Refer to Note 5, "Acquisitions and Divestitures," for further information.

Current wording

On February 16, 2025, the Company entered into a sale and purchase agreement (the “Purchase Agreement”) with Caleres, Inc. (the “Purchaser”) to sell the Stuart Weitzman Business (as defined below). The Purchaser acquired certain assets and liabilities of the Company's global business of designing, manufacturing, promotion, marketing, production, distribution, sales and licensing of Stuart Weitzman branded products (the "Stuart Weitzman Business") for total cash consideration of $105.0 million (the "Purchase Price"). The Purchase Price was subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses. The sale was completed on August 4, 2025 (the "Stuart Weitzman Business Divestiture"). Refer to Note 5, "Acquisitions and Divestitures" for further information.

Previous wording

On August 10, 2023, the Company entered into the Merger Agreement by and among the Company, Sunrise Merger Sub, Inc., a direct wholly owned subsidiary of Tapestry, and Capri. In order to finance the Capri Acquisition, on November 27, 2023, the Company issued $4.50 billion of U.S. dollar-denominated senior unsecured notes (the "Capri Acquisition USD Senior Notes") and €1.50 billion of Euro-denominated senior unsecured notes (the "Capri Acquisition EUR Senior Notes" and, together with the Capri Acquisition USD Senior Notes, the "Capri Acquisition Senior Notes") which, together with the $1.40 billion of delayed draw unsecured term loan facilities (the "Capri Acquisition Term Loan Facilities") executed on August 30, 2023, completed the expected financing for the Capri Acquisition. On April 22, 2024, the FTC filed a complaint against the Company and Capri in the United States District Court for the Southern District of New York seeking to enjoin the consummation of the Capri Acquisition, and on October 24, 2024, the Court issued its Opinion and Order granting the FTC's request for a preliminary injunction of the Merger, pending an administrative trial on the merits which was scheduled to begin on December 9, 2024. On October 28, 2024, the Company and Capri filed a Notice of Appeal with respect to the October 24, 2024 Opinion and Order. On November 6, 2024, the United States Court of Appeals for the Second Circuit entered an order setting an expedited briefing schedule for the appeal of the decision of the United States District Court of the Southern District of New York granting the preliminary injunction of the merger. On November 13, 2024, the Parties entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the Parties agreed to terminate the Merger Agreement, including all schedules and exhibits thereto and all ancillary agreements contemplated thereby or entered pursuant thereto (the “Termination Date”), effective immediately. Pursuant to the Termination Agreement, the Company agreed to reimburse Capri for its expenses in an amount equal to $45.1 million in cash on November 14, 2024. The Parties also agreed to release each other from claims, demands, damages, actions, causes of action and liability relating to or arising out of the Merger Agreement and the transactions contemplated therein or thereby. Following termination of the Merger Agreement, the Parties and the FTC filed a stipulation withdrawing the appeal to the United States Court of Appeals for the Second Circuit on November 19, 2024 and the Second Circuit dismissed the appeal on November 20, 2024. The Parties and the FTC also filed a Joint Motion to dismiss the complaint in the administrative trial on November 15, 2024 and the FTC dismissed the complaint on December 4, 2024. On November 25, 2024, due to the termination of the Merger Agreement and pursuant to the terms of the indenture governing the Capri Acquisition Senior Notes, as supplemented, the Company…

Excerpt shortened here; the source contains the full paragraph.

Current wording

On August 10, 2023, the Company entered into the Merger Agreement by and among the Company, Sunrise Merger Sub, Inc., a direct wholly owned subsidiary of Tapestry, and Capri. In order to finance the Capri Acquisition, on November 27, 2023, the Company issued $4.50 billion of U.S. dollar-denominated senior unsecured notes and €1.50 billion of Euro-denominated senior unsecured notes (the "Capri Acquisition Senior Notes") which, together with the $1.40 billion of delayed draw unsecured term loan facilities (the "Capri Acquisition Term Loan Facilities") executed on August 30, 2023, completed the expected financing for the Capri Acquisition. On April 22, 2024, the FTC filed a complaint against the Company and Capri in the United States District Court for the Southern District of New York seeking to enjoin the consummation of the Capri Acquisition, and on October 24, 2024, the Court issued its Opinion and Order granting the FTC's request for a preliminary injunction of the Merger, pending an administrative trial on the merits which was scheduled to begin on December 9, 2024. On November 13, 2024, the Parties entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the Parties agreed to terminate the Merger Agreement, including all schedules and exhibits thereto and all ancillary agreements contemplated thereby or entered pursuant thereto, effective immediately. Pursuant to the Termination Agreement, the Company agreed to reimburse Capri for its expenses in an amount equal to $45.1 million in cash on November 14, 2024. On November 25, 2024, due to the termination of the Merger Agreement and pursuant to the terms of the indenture governing the Capri Acquisition Senior Notes, as supplemented, the Company redeemed all outstanding Capri Acquisition Senior Notes at a redemption price of 101% of the aggregate principal amount of such Capri Acquisition Senior Notes, plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, the Capri Acquisition Term Loan Facilities were terminated concurrently with the execution of the Termination Agreement on November 13, 2024. Refer to Note 5, "Acquisitions and Divestitures" for further information.

Previous wording

The macroeconomic environment remained challenging and volatile during the third quarter of fiscal 2025. Several organizations that monitor the world’s economy, including the International Monetary Fund, continue to forecast growth in the global economy. Some of these organizations have recently revised the forecast downwards since the second quarter of fiscal 2025. The forecast is below the historical growth average and is reflective of the current volatile environment, including escalation of trade tensions, tighter monetary and fiscal policies which have continued to moderate inflation, financial market volatility and the negative economic impacts of geopolitical instability in certain regions of the world.

Current wording

During the first quarter of fiscal 2026, the macroeconomic environment remained challenging and volatile. Several organizations that monitor the world’s economy, including the International Monetary Fund, continue to forecast growth in the global economy, and remains mostly unchanged since the fourth quarter of fiscal 2025. The forecast is below the historical growth average and is reflective of the current volatile environment, including escalation of trade tensions, financial market volatility and the negative economic impacts of geopolitical instability in certain regions of the world.

Previous wording

In the third quarter of fiscal 2025, the U.S. Dollar continued to fluctuate as compared to foreign currencies in regions where we conduct our business. This trend has resulted in impacts to our business including, but not limited to, for the three months ended March 29, 2025, decreased Net sales of $22.5 million, no impact to gross margin and approximately 20 basis point negative impact to operating margin. For the nine months ended March 29, 2025, decreased Net sales of $21.6 million, a positive impact to gross margin of approximately 10 basis points which benefited from the Company's hedging activity and no impact to operating margin.

Current wording

In the first quarter of fiscal 2026, the U.S. Dollar continued to fluctuate as compared to foreign currencies in regions where we conduct our business. This trend has resulted in impacts to our business including, but not limited to, an increase in Net sales of $10.6 million and a negative impact to gross margin and operating margin of approximately 60 basis points and 50 basis points, respectively.

Previous wording

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law, with tax provisions primarily focused on implementing a 15% CAMT on global adjusted financial statement income and a 1% excise tax on share repurchases. The CAMT was effective at the beginning of fiscal 2024 and did not have a material impact on the Company’s effective tax rate.

Current wording

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law, with tax provisions primarily focused on implementing a 15% corporate alternative minimum tax (“CAMT”) on global adjusted financial statement income and a 1% excise tax on share repurchases. The CAMT was effective at the beginning of fiscal 2024 and did not have a material impact on the Company’s effective tax rate.

Previous wording

On December 12, 2022, the E.U. member states also reached an agreement to implement the OECD’s reform of international taxation known as GloBE, which broadly mirrors the Inflation Reduction Act by imposing a 15% global minimum tax on multinational companies. Based on the countries in which we do business that have enacted legislation effective January 1, 2025, we do not expect the impact of these changes to be material for fiscal 2025. A number of other countries are also implementing similar legislation with effective dates starting in 2026. As a result, we do expect a modest negative impact on the Company’s effective tax rate, however, this could change as other countries enact similar legislation and further guidance is released. We continue to closely monitor regulatory developments to assess potential impacts.

Current wording

On December 12, 2022, the E.U. member states also reached an agreement to implement the Organization for Economic Co-operation and Development’s (“OECD”) reform of international taxation known as Pillar Two Global Anti-Base Erosion Rules (“GloBE”), which broadly mirrors the Inflation Reduction Act by imposing a 15% global minimum tax on multinational companies, which was effective on January 1, 2025. Based on the countries in which we do business, these changes did not have a material impact in fiscal 2025. Other countries are also implementing similar legislation with effective dates starting in fiscal 2026, known as Qualifying Domestic Minimum Top-Up Tax ("QDMTT"). On June 26, 2025, the U.S. Treasury reached an agreement with the other G7 countries regarding the application of GloBE rules to U.S. parented multinational enterprises ("U.S. MNEs"). Most notably, the agreement includes a full exclusion for U.S. MNEs from the Undertaxed Profits Rule and Income Inclusion Rule, which are two of the three taxing mechanisms under GloBE. Given that the third mechanism, QDMTT is still in force, it is unclear what impact if any the OECD agreement will have on the Company. Based on current legislation, QDMTT will have a negative impact on the Company's effective tax rate in fiscal 2026 and beyond.

Previous wording

The following table summarizes results of operations for the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024. All percentages shown in the table below and the discussion that follows have been calculated using unrounded numbers.

Current wording

The following table summarizes results of operations for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025. All percentages shown in the table below and the discussion that follows have been calculated using unrounded numbers.

Previous wording

The Company’s reported results are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The reported results during the third quarter of fiscal 2025 and fiscal 2024 reflect certain items which affect the comparability of our results, as noted in the following table. Refer to "Non-GAAP Measures" herein for further discussion on the Non-GAAP measures.

Current wording

The Company’s reported results are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The reported results during the first quarter of fiscal 2026 and fiscal 2025 reflect certain items which affect the comparability of our results, as noted in the following table. Refer to "Non-GAAP Measures" herein for further discussion on the Non-GAAP measures.

Previous wording

•Acquisition Costs - Total pre-tax charges of $67.9 million attributable to the Capri Acquisition. These charges include:

Current wording

•Acquisition Costs - Total pre-tax charges of $70.8 million attributable to the Capri Acquisition. These charges include $37.4 million related to financing recorded in interest expense and $33.4 million primarily related to professional fees recorded in SG&A expense within Corporate.

Previous wording

The change in net sales for the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024 has been presented both including and excluding currency fluctuation impacts. All percentages shown in the tables below and the discussion that follows have been calculated using unrounded numbers.

Current wording

The change in Net sales for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 has been presented both including and excluding currency fluctuation effects. All percentages shown in the tables below and the discussion that follows have been calculated using unrounded numbers.

Previous wording

Net sales in the third quarter of fiscal 2025 increased 6.9% or $102.2 million to $1.58 billion. Excluding the impact of foreign currency, net sales increased by 8.4% or $124.7 million.

Current wording

Net sales in the first quarter of fiscal 2026 increased 13.1% or $197.1 million to $1.70 billion. Excluding the impact of the Stuart Weitzman Business and foreign currency, net sales increased by 15.5% or $225.6 million.

Previous wording

•Coach Net Sales increased 12.9% or $147.9 million to $1.29 billion in the third quarter of fiscal 2025. Excluding the impact of foreign currency, net sales increased 14.6% or $167.2 million. This increase in net sales was primarily due to an increase of $149.8 million in DTC sales as a result of an increase in both e-commerce and store sales globally, mainly driven by North America, Greater China, and Europe. The increase in net sales was also attributed to a $28.2 million increase in wholesale sales, mainly driven by North America and Europe.

Current wording

•Coach Net sales increased 22.1% or $259.2 million to $1.43 billion in the first quarter of fiscal 2026. Excluding the impact of foreign currency, Net sales increased 21.3% or $249.9 million. This increase in Net sales was primarily due to an increase of $222.7 million in DTC sales as a result of an increase in both store sales and e-commerce, mainly driven by North America, Greater China and Europe.

Previous wording

•Kate Spade Net Sales decreased 12.7% or $35.8 million to $244.9 million in the third quarter of fiscal 2025. Excluding the impact of foreign currency, net sales decreased 11.7% or $32.9 million. This decrease in net sales was due to a decrease of $31.9 million in DTC sales as a result of lower store and to a lesser extent, e-commerce sales.

Current wording

•Kate Spade Net sales decreased 8.1% or $23.0 million to $260.2 million in the first quarter of fiscal 2026. Excluding the impact of foreign currency, Net sales decreased 8.6% or $24.3 million. This decrease in Net sales was primarily due to a decrease of $28.1 million in DTC sales as a result of lower store and e-commerce sales.

Previous wording

◦Gross Margin, increased 100 basis points mainly due to net pricing improvements, partially offset by unfavorable geography mix;

Current wording

◦Gross margin, increased 50 basis points mainly due to net pricing improvements, partially offset by unfavorable currency impacts and the impact of higher tariffs;

Previous wording

◦SG&A expenses as a percentage of net sales, increased 370 basis points mainly due to deleverage of fixed costs on lower net sales, partially offset by a decrease in distribution costs.

Current wording

◦SG&A expenses as a percentage of net sales, decreased 70 basis points mainly due to leverage of fixed costs on higher net sales, partially offset by higher marketing spend.

Previous wording

•Corporate Operating Expenses increased 12.4% or $56.1 million to $510.1 million in the first nine months of fiscal 2025. Excluding items affecting comparability, Corporate operating expenses increased $30.0 million to $401.1 million from $371.1 million in the first nine months of fiscal 2024. This increase in operating expenses was attributed to an increase in SG&A expenses primarily due to higher compensation costs driven by accrued incentive compensation and higher professional fees, partially offset by lower occupancy costs.

Current wording

•Corporate Operating Expenses increased 6.3% or $9.6 million to $163.8 million in the first quarter of fiscal 2026. Excluding items affecting comparability, Corporate operating expenses increased $19.7 million to $140.5 million from $120.8 million in the first quarter of fiscal 2025. This increase in operating expenses was primarily attributed to higher professional fees and higher compensation costs.

Previous wording

Net interest expense decreased $16.6 million to $15.4 million in the third quarter of fiscal 2025 as compared to $32.0 million in the third quarter of fiscal 2024. Excluding items affecting comparability, net interest expense increased $16.3 million to interest expense of $15.4 million from interest income of $0.9 million in the third quarter of fiscal 2024. This increase in net interest expense was mainly due to an increase in interest expense as a result of the issuance of the 2030 and 2035 Senior Notes and lower interest income, partially offset by a decrease in interest expense as a result of the repayment of the Term Loan due 2027.

Current wording

Net interest expense decreased $17.9 million to $12.8 million in the first quarter of fiscal 2026 as compared to $30.7 million in the first quarter of fiscal 2025. Excluding items affecting comparability, net interest expense increased $19.6 million to $12.9 million from interest income of $6.7 million in the first quarter of fiscal 2025. This increase in Interest expense, net, was mainly due to an increase in interest expense as a result of the issuance of the 2030 and 2035 Senior Notes.

Previous wording

Other income increased $1.8 million to Other income of $2.3 million in the first nine months of fiscal 2025 as compared to Other income of $0.5 million in the first nine months of fiscal 2024. This increase in Other income was related to an increase in foreign exchange gains.

Current wording

Other income decreased $1.1 million to $3.3 million in the first quarter of fiscal 2026 as compared to Other income of $4.4 million in the first quarter of fiscal 2025. Excluding items affecting comparability, Other income decreased $1.0 million to $3.4 million as compared to Other income of $4.4 million in the first quarter of fiscal 2025. This decrease in other income was related to a decrease in foreign exchange gains.

Previous wording

The effective tax rate was 14.9% in the third quarter of fiscal 2025 as compared to 17.7% in the third quarter of fiscal 2024. Excluding items affecting comparability, the effective tax rate was 16.4% in the third quarter of fiscal 2025 as compared to 19.9% in the third quarter of fiscal 2024. This decrease in our effective tax rate was primarily attributable to discrete items recorded during the period, partially offset by geographic mix of earnings.

Current wording

The effective tax rate was 13.8% in the first quarter of fiscal 2026 as compared to 17.3% in the first quarter of fiscal 2025. Excluding items affecting comparability, the effective tax rate was 13.7% in the first quarter of fiscal 2026 as compared to 18.5% in the first quarter of fiscal 2025. The decrease in effective tax rate was primarily attributable to the excess tax windfall related to share-based compensation awards partially offset by the geographical mix of earnings.

Previous wording

Net income per diluted share was $0.95 in the third quarter of fiscal 2025 as compared to net income per diluted share of $0.60 in the third quarter of fiscal 2024. Excluding items affecting comparability, net income per diluted share increased $0.22 to $1.03 in the third quarter of fiscal 2025 from $0.81 in the third quarter of fiscal 2024, primarily due to higher net income and a decrease in shares outstanding.

Current wording

Net income per diluted share was $1.28 in the first quarter of fiscal 2026 as compared to net income per diluted share of $0.79 in the first quarter of fiscal 2025. Excluding items affecting comparability, net income per diluted share increased $0.36 to $1.38 in the first quarter of fiscal 2026 from $1.02 in the first quarter of fiscal 2025, primarily due to higher net income and a decrease in shares outstanding.

Previous wording

The Company’s reported results are presented in accordance with GAAP. The reported SG&A expenses, Operating income, Interest expense, Provision for income taxes, Net income and earnings per diluted share in the third quarter and first nine months of fiscal 2025 and fiscal 2024 and the reported Loss on extinguishment of debt in the first nine months of fiscal 2025, reflect certain items affecting comparability, including the impact of Acquisition and Divestiture Costs and Organizational Efficiency Costs. As a supplement to the Company's reported results, these measures are also reported on a non-GAAP basis to exclude the impact of these items along with a reconciliation to the most directly comparable GAAP measures.

Current wording

The Company’s reported results are presented in accordance with GAAP. The reported SG&A expenses, operating income, interest expense, other expense (income), provision for income taxes, net income and earnings per diluted share in the first quarter of fiscal 2026 and fiscal 2025 reflect certain items affecting comparability, including the impact of the Acquisition and Divestiture and Organizational Efficiency Costs. As a supplement to the Company's reported results, these measures are also reported on a non-GAAP basis to exclude the impact of these items along with a reconciliation to the most directly comparable GAAP measures.

Previous wording

The Company incurred Acquisition and Divestiture Costs which consist of non-recurring acquisition and divestiture costs, primarily financing-related expenses and professional fees from the terminated Capri Acquisition as well as costs related to the Stuart Weitzman Business Divestiture, inclusive of the loss on business held for sale, store impairment, professional fees and share-based compensation expense. The Company also incurred Organizational Efficiency Costs which consist of non-recurring costs, primarily from various initiatives aimed at streamlining the organization and optimizing processes. These costs mainly include one-time severance and technology related charges.

Current wording

The Company incurred Acquisition and Divestiture items which consist of non-recurring costs, related to the Stuart Weitzman Business Divestiture, inclusive of professional fees, one-time severance costs, compensation costs and operating net loss. The Company also incurred Organizational Efficiency Costs which consist of non-recurring costs, primarily from various initiatives aimed at streamlining the organization and optimizing processes. These costs mainly include one-time technology and severance related charges.

Previous wording

The Company’s cash and cash equivalents decreased by $5.08 billion in the first nine months of fiscal 2025 as compared to an increase of $6.25 billion in the first nine months of fiscal 2024, as discussed below.

Current wording

The Company’s cash and cash equivalents decreased by $380.5 million in the first quarter of fiscal 2026 as compared to an increase of $320.9 million in the first quarter of fiscal 2025, as discussed below.

Previous wording

Net cash provided by operating activities decreased $229.8 million primarily due to changes in operating assets and liabilities of $337.9 million, higher impact of non-cash adjustments of $64.5 million, as well as higher net income of $43.6 million.

Current wording

Net cash provided by operating activities decreased $6.9 million primarily due to changes in operating assets and liabilities of $169.4 million, higher impact of non-cash adjustments of $74.3 million, as well as higher net income of $88.2 million.

Previous wording

The $337.9 million decrease in changes in operating asset and liability balances were primarily driven by the following:

Current wording

The $169.4 million decrease in changes in operating asset and liability balances were primarily driven by the following:

Previous wording

•Accrued liabilities were a use of cash of $68.9 million in the first nine months of fiscal 2025 compared to a source of cash of $94.2 million in the first nine months of fiscal 2024, primarily driven by a decrease in accrued interest due to the repayment of the Capri Acquisition Senior Notes, a decrease in accrued professional fees due to higher spending in the prior year related to the Capri Acquisition, partially offset by an increase in other tax liabilities and an increase in accrued advertising.

Current wording

•Accrued liabilities were a use of cash of $71.1 million in the first quarter of fiscal 2026 compared to a source of cash of $32.0 million in the first quarter of fiscal 2025, primarily driven by a decrease in accrued interest due to repayment of the Capri Acquisition Senior Notes, partially offset by an increase in accrued duty driven by higher tariffs.

Previous wording

Net cash provided by investing activities in the first nine months of fiscal 2025 was $948.2 million as compared to a use of cash of $486.1 million in the first nine months of fiscal 2024, resulting in a $1.43 billion increase in net cash provided by investing activities.

Current wording

Net cash provided by investing activities in the first quarter of fiscal 2026 was $69.3 million as compared to a source of cash of $190.1 million in the first quarter of fiscal 2025, resulting in a $120.8 million decrease in net cash provided by investing activities.

Previous wording

The $948.2 million of cash provided in the first nine months of fiscal 2025 was primarily due to proceeds from maturities and sales of investments of $2.92 billion, partially offset by purchases of investments of $1.89 billion, mainly related to the proceeds of the Capri Acquisition Senior Notes.

Current wording

The $190.1 million source of cash in the first quarter of fiscal 2025 was primarily due to maturities and sales of investments of $1.69 billion, partially offset by purchases of investments of $1.48 billion, mainly related to the proceeds of the Capri Acquisition Senior Notes.

Previous wording

Net cash used in financing activities was $6.81 billion in the first nine months of fiscal 2025 as compared to a source of cash of $5.73 billion in the first nine months of fiscal 2024, resulting in a net increase of cash used in financing activities of $12.54 billion.

Current wording

Net cash used in financing activities was $550.8 million in the first quarter of fiscal 2026 as compared to a use of cash of $74.5 million in the first quarter of fiscal 2025, resulting in a net increase in use of cash for financing activities of $476.3 million.

Previous wording

Effect of exchange rate changes on cash and cash equivalents was $15.4 million as compared to $1.9 million in the first nine months of fiscal 2024, primarily driven by the impact of changes in the exchange rate of the United States Dollar against the Euro on the Capri Acquisition EUR Senior Notes.

Current wording

Effect of exchange rate changes on cash and cash equivalents was $(11.6) million as compared to $85.8 million in the first quarter of fiscal 2025. The $97.4 million decrease primarily relates to the currency impact of the United States Dollar against the Euro on the Euro-denominated Capri Acquisition Senior Notes which were redeemed during the second quarter of fiscal 2025.

Previous wording

(1)As of March 29, 2025, approximately 38% of our cash and short-term investments were held outside the United States.

Current wording

(1)As of September 27, 2025, approximately 39.6% of our cash and short-term investments were held outside the United States.

Previous wording

(2)The amounts under the China Credit Facility include the impact of changes in the exchange rate of the United States Dollar against the Renminbi.

Current wording

(3)The carrying amounts of the China Credit Facility include the impact of changes in the exchange rate of the United States Dollar against the Renminbi.

Previous wording

We believe that our Revolving Credit Facility is adequately diversified with no undue concentrations in any one financial institution. As of March 29, 2025, there were 18 financial institutions participating in the Revolving Credit Facility, with no one participant maintaining a combined maximum commitment percentage in excess of 10%. We have no reason to believe at this time that the participating institutions will be unable to fulfill their obligations to provide financing in accordance with the terms of the facility in the event we elect to draw funds in the foreseeable future.

Current wording

We believe that our Amended Revolving Credit Facility is adequately diversified with no undue concentrations in any one financial institution. As of September 27, 2025, there were 18 financial institutions participating in the Amended Revolving Credit Facility, with no one participant maintaining a combined maximum commitment percentage in excess of 10%. We have no reason to believe at this time that the participating institutions will be unable to fulfill their obligations to provide financing in accordance with the terms of the facility in the event we elect to draw funds in the foreseeable future.

Previous wording

On February 16, 2025, the Company entered into a Purchase Agreement pursuant to which the Company will sell the Stuart Weitzman Business for total cash consideration of $105.0 million, subject to customary adjustments. The transaction is expected to close in the summer of 2025, subject to customary closing conditions. Refer to Note 5, "Acquisitions and Divestitures," for further information.

Current wording

On February 16, 2025, the Company entered into a Purchase Agreement to sell the Stuart Weitzman Business for total cash consideration of $105.0 million, subject to customary adjustments. The sale was completed on August 4, 2025. Refer to Note 5, "Acquisitions and Divestitures" for further information.

Showing the first 40 of 43 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report — wording carried from elsewhere

In the first quarter of fiscal 2026, the Company incurred charges as follows:

Current report — wording carried from elsewhere

In the first quarter of fiscal 2025, the Company incurred charges as follows:
Rearranged previous paragraphs (9)

Previous report — wording carried elsewhere

Each of our brands is unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across business channels and geographies. Our success does not depend solely on the performance of a single business channel, geographic area or brand.

Previous report — wording carried elsewhere

(4) Corporate expenses, which are included within SG&A expenses discussed above but are not directly attributable to a reportable segment.

Previous report — wording carried elsewhere

The following table summarizes results of operations for the first nine months of fiscal 2025 compared to the first nine months of fiscal 2024. All percentages shown in the table below and the discussion that follows have been calculated using unrounded numbers.

Previous report — wording carried elsewhere

The Company’s reported results are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The reported results during the first nine months of fiscal 2025 and fiscal 2024 reflect certain items which affect the comparability of our results, as noted in the following table. Refer to "Non-GAAP Measures" herein for further discussion on the Non-GAAP measures.

Previous report — wording carried elsewhere

•Acquisition Costs - Total pre-tax charges of $166.6 million attributable to the Capri Acquisition. These charges include:

Previous report — wording carried elsewhere

The change in net sales for the first nine months of fiscal 2025 compared to the first nine months of fiscal 2024 has been presented both including and excluding currency fluctuation impacts. All percentages shown in the tables below and the discussion that follows have been calculated using unrounded numbers.

Previous report — wording carried elsewhere

The Company includes inbound product-related transportation costs from our service providers within Cost of sales. The Company, similar to some companies, includes certain transportation-related costs due to our distribution network in SG&A expenses rather than in Cost of sales; for this reason, our gross margins may not be comparable to that of entities that include all costs related to their distribution network in Cost of sales.

Previous report — wording carried elsewhere

Selling, General and Administrative Expenses ("SG&A")

Previous report — wording carried elsewhere

On November 13, 2024, the Board of Directors of the Company (the "Board") authorized the Company to repurchase up to $2.00 billion of outstanding shares of its common stock (the "2025 Share Repurchase Program"). Under the 2025 Share Repurchase Program, the Company may repurchase shares on the open market, in privately negotiated transactions or in other transactions, including accelerated share repurchase programs. On November 21, 2024, the Company entered into accelerated share repurchase agreements (the “ASR Agreements”) with Bank of America, N.A. and Morgan Stanley & Co. LLC (the “Dealers”) to repurchase an aggregate of up to $2.00 billion of the Company’s shares of common stock. The $2.00 billion authorized for purchases under the 2025 Share Repurchase Program is supplemental to the $800.0 million remaining in authorized purchases under the share repurchase program authorized by the Board in May 2022 (the "2022 Share Repurchase Program").