VINCE HOLDING CORP.

Previous wording

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 November 1, 2025, we operate 46 full-price retail stores, 14 outlet stores, and the e-commerce site, vince.com. Vince is also available through premium wholesale channels globally.

Current wording

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 May 2, 2026, we operate 42 full-price retail stores, 12 outlet stores, and the e-commerce site, vince.com. Vince is also available through premium wholesale channels globally.

Previous wording

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 "Recent Transactions" to the Condensed Consolidated Financial Statements in this Quarterly Report for additional information.

Current wording

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 "Significant Transactions" to the Condensed Consolidated Financial Statements in this Quarterly Report for additional information.

Previous wording

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 "Recent Transactions" within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report for additional information.

Current wording

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.

Previous wording

Net sales for the three months ended November 1, 2025 were $85,126, increasing $4,964, or 6.2%, versus $80,162 for the three months ended November 2, 2024.

Current wording

Net sales for the three months ended May 2, 2026 were $64,035, increasing $6,102, or 10.5%, versus $57,933 for the three months ended May 3, 2025.

Previous wording

Gross profit increased 4.6% to $41,907 for the three months ended November 1, 2025 from $40,058 in the prior year third quarter. As a percentage of sales, gross margin was 49.2%, compared with 50.0% in the prior year third quarter. The total gross margin rate decrease was primarily driven by the following factors:

Current wording

Gross profit increased 11.1% to $32,392 for the three months ended May 2, 2026 from $29,163 in the prior year first quarter. As a percentage of sales, gross margin was 50.6%, compared with 50.3% in the prior year first quarter. The total gross margin rate increase was primarily driven by the following factors:

Previous wording

The favorable impact from lower product costing and higher pricing which contributed positively by approximately 270 basis points;

Current wording

The favorable impact from higher pricing which contributed positively by approximately 130 basis points; and

Previous wording

The favorable impact of lower discounting which contributed positively by approximately 90 basis points; partly offset by

Current wording

The favorable impact of lower discounting which contributed positively by approximately 100 basis points; partially offset by

Previous wording

The unfavorable impact from higher tariffs of approximately 190 basis points; and

Current wording

The unfavorable impact from higher tariffs of approximately 190 basis points.

Previous wording

Selling, general and administrative ("SG&A") expenses for the three months ended November 1, 2025 were $36,472, increasing $2,175, or 6.3%, versus $34,297 for the three months ended November 2, 2024. SG&A expenses as a percentage of sales were 42.8% and 42.8% for the three months ended November 1, 2025 and November 2, 2024, respectively. The increase in SG&A expenses compared to the prior fiscal year period was due primarily to approximately $1,090 of increased compensation and benefits and approximately $760 of increased marketing and advertising costs.

Current wording

Selling, general and administrative ("SG&A") expenses for the three months ended May 2, 2026 were $35,039, increasing $1,438, or 4.3%, versus $33,601 for the three months ended May 3, 2025. SG&A expenses as a percentage of sales were 54.7% and 58.0% for the three months ended May 2, 2026 and May 3, 2025, respectively. The increase in SG&A expenses compared to the prior fiscal year period was due primarily to approximately $1,200 of increased benefit costs, and approximately $800 of increased marketing and advertising costs, partially offset by a decrease in legal costs.

Previous wording

Interest expense, net decreased $718, or 42.5%, to $973 in the three months ended November 1, 2025 from $1,691 in the three months ended November 2, 2024, primarily due to lower levels of debt under the Third Lien credit facility.

Current wording

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

Previous wording

Provision for income taxes for the three months ended November 1, 2025 was $2,002, compared to $0 for the three months ended November 2, 2024. The increase is due to the impact of applying the Company's estimated annual effective tax rate to the year-to-date ordinary pre-tax income. In the prior comparative period, the Company had year-to-date ordinary pre-tax losses for the interim period and anticipated annual ordinary pre-tax income for the fiscal year. The Company determined that it was more likely than not that the tax benefit of the year-to-date ordinary pre-tax loss would not be realized in the current or future years and therefore, the Company did not record any tax expense during the prior comparative period, as tax provisions for the interim periods should not be recognized until the Company has year-to-date ordinary pre-tax income.

Current wording

In the prior comparative period, the Company had year-to-date ordinary pre-tax losses for the interim period and anticipated annual ordinary pre-tax income for the fiscal year. The Company determined that it was more likely than not that the tax benefit of the year-to-date ordinary pre-tax loss would not be realized in the current or future years and therefore, the Company did not record any tax expense during the prior comparative period.

Previous wording

Equity in net income of equity method investment for the three months ended November 1, 2025 and November 2, 2024 was $266 and $279, respectively, and consists of the Company's proportionate share of ABG Vince's net income.

Current wording

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

Previous wording

Net sales from our Vince Wholesale segment increased $3,250, or 6.7%, to $52,015 in the three months ended November 1, 2025 from $48,765 in the three months ended November 2, 2024, due primarily to increased shipments.

Current wording

Net sales from our Vince Wholesale segment increased $1,776, or 5.9%, to $32,066 in the three months ended May 2, 2026 from $30,290 in the three months ended May 3, 2025, due primarily to increased shipments.

Previous wording

Income from operations from our Vince Wholesale segment increased $211, or 1.2%, to $18,434 in the three months ended November 1, 2025 from $18,223 in the three months ended November 2, 2024, primarily driven by an increase in net sales, partially offset by increased SG&A expenses and a decrease in gross margin primarily due to the impact of tariffs.

Current wording

Income from operations from our Vince Wholesale segment increased $737, or 7.8%, to $10,134 in the three months ended May 2, 2026 from $9,397 in the three months ended May 3, 2025, primarily driven by an increase in net sales, partially offset by a decrease in gross margin primarily due to the impact of tariffs.

Previous wording

Net sales from our Vince Direct-to-consumer segment increased $1,714, or 5.5%, to $33,111 in the three months ended November 1, 2025 from $31,397 in the three months ended November 2, 2024. Comparable sales, including e-commerce, increased $1,458 or 5.1%, due to an increase in both e-commerce and retail stores volume and higher prices. Non-comparable sales, including Vince Unfold, which was exited in the first quarter of fiscal 2025, increased $256. Since November 2, 2024, one net store has closed bringing our total retail store count to 60 (consisting of 46 full price stores and 14 outlet stores) as of November 1, 2025, compared to 61 (consisting of 47 full price stores and 14 outlet stores) as of November 2, 2024.

Current wording

Net sales from our Vince Direct-to-consumer segment increased $4,326, or 15.6%, to $31,969 in the three months ended May 2, 2026 from $27,643 in the three months ended May 3, 2025. Comparable sales, including e-commerce, increased $4,459 or 17.7%, due to an increase in both e-commerce and retail stores volume and higher prices. Non-comparable sales, including Vince Unfold, which was exited in the first quarter of fiscal 2025, decreased $133. Since May 3, 2025, 4 net stores have closed bringing our total retail store count to 54 (consisting of 42 full price stores and 12 outlet stores) as of May 2, 2026, compared to 58 (consisting of 44 full price stores and 14 outlet stores) as of May 3, 2025.

Previous wording

Our Vince Direct-to-consumer segment had income from operations of $1,177 in the three months ended November 1, 2025 compared to $614 in the three months ended November 2, 2024. The increase was primarily driven by an increase in net sales, partially offset by a decrease in gross margin primarily due to the impact of tariffs.

Current wording

Our Vince Direct-to-consumer segment had income from operations of $1,847 in the three months ended May 2, 2026 compared to a loss of $800 in the three months ended May 3, 2025. The increase was primarily driven by an increase in net sales.

Previous wording

Net cash used in operating activities during the nine months ended November 1, 2025 was $12,681, which consisted of net income of $9,983, impacted by non-cash items of $5,811 and cash used in working capital of $28,475. Net cash used in working capital primarily resulted from cash outflows of $16,670 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 accounts payable and accrued expenses due mainly to inventory purchases, and an increase in receivables driven by the timing of sales.

Current wording

Net cash used in operating activities during the three months ended May 2, 2026 was $8,911, which consisted of net loss of $2,101, impacted by non-cash items of $1,751 and cash used in working capital of $8,561. 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 related to the timing of inventory receipts and increased costs due primarily to the impact of tariffs, partially offset by cash inflows from receivables of $11,980 mainly attributable to timing of collections.

Previous wording

Net cash used in operating activities during the nine months ended November 2, 2024 was $633, which consisted of net income of $9,298, impacted by non-cash items of $938 consisting primarily of the gain on sale of subsidiary, and cash used in working capital of $10,869. Net cash used in working capital primarily resulted from cash outflows due to an increase in receivables driven by the timing of sales, an increase in inventories, and cash outflows in prepaid expenses and other current assets, partially offset by cash inflows in accounts payable and accrued expenses.

Current wording

Net cash used in operating activities during the three months ended May 3, 2025 was $11,817, which consisted of net loss of $4,803, impacted by non-cash items of $2,601 and cash used in working capital of $9,615. Net cash used in working capital resulted from cash outflows due to a decrease in accounts payable and accrued expenses of $11,560, due primarily to timing of payments, cash outflows in prepaid expenses and other current assets, due primarily to prepaid royalty payments, and an increase in inventories, partially offset by cash inflows from receivables of $9,873 mainly attributable to timing of collections.

Previous wording

Net cash used in investing activities of $4,165 and $2,725 during the nine months ended November 1, 2025 and November 2, 2024, respectively, represents capital expenditures primarily related to retail store buildouts, including leasehold improvements and store fixtures.

Current wording

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

Previous wording

Net cash provided by financing activities was $3,087 during the nine months ended November 2, 2024, primarily consisting of $3,130 of net borrowings under the Company's revolving credit facilities.

Current wording

Net cash provided by financing activities was $9,399 during the three months ended May 2, 2026, primarily consisting of $9,400 of net borrowings under the Company's revolving credit facilities.

Previous wording

Net cash provided by financing activities was $17,310 during the nine months ended November 1, 2025, primarily consisting of $16,150 of net borrowings under the Company's revolving credit facilities, and $1,295 of proceeds under the Virtu At-the-Market Offering during the third quarter of fiscal 2025 (see Note 7 - Stockholders' Equity).

Current wording

Net cash provided by financing activities was $15,219 during the three months ended May 3, 2025, primarily consisting of $15,350 of net borrowings under the Company's revolving credit facilities.

Previous wording

On June 23, 2023, V Opco, entered into a new $85,000 senior secured revolving credit facility (the "2023 Revolving Credit Facility") pursuant to a Credit Agreement (the "2023 Revolving Credit Agreement") by and among V Opco, the guarantors named therein, Bank of America, N.A. ("BofA"), as Agent, the other lenders from time to time party thereto, and BofA Securities, Inc., as sole lead arranger and sole bookrunner.

Current wording

On June 23, 2023, V Opco, entered into a new $85,000 senior secured revolving credit facility (the "2023 Revolving Credit Facility") pursuant to a Credit Agreement (the "2023 Revolving Credit Agreement") by and among V Opco, the guarantors named therein, Bank of America, N.A. ("BofA"), as Agent, the other lenders from time to time party thereto, and BofA Securities, Inc., as sole lead arranger and sole bookrunner. All outstanding amounts under the 2018 Revolving Credit Facility (as defined below) were repaid in full and such facility was terminated pursuant to the terms thereof as a result of all parties completing their obligations under such facility.

Previous wording

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.

Current wording

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%.

Previous wording

No financing costs were incurred during the three and nine months ended November 1, 2025. The Company incurred $0 and $8 of financing costs during the three and nine months ended November 2, 2024, respectively. In fiscal 2024, the Company incurred $466 (of which $458 were incurred in connection with the P180 Acquisition) of financing costs. In accordance with ASC Topic 470, "Debt", these financing costs were recorded as deferred debt issuance costs (which is presented within Other assets on the Condensed Consolidated Balance Sheets) and are amortized over the term of the 2023 Revolving Credit Facility.

Current wording

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

Previous wording

As of November 1, 2025, the Company was in compliance with applicable covenants. As of November 1, 2025, $47,255 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $27,563 of borrowings outstanding and $6,191 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 November 1, 2025 was 6.6%.

Current wording

As of May 2, 2026, the Company was in compliance with applicable covenants. As of May 2, 2026, $31,236 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $20,100 of borrowings outstanding and $6,160 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 May 2, 2026 was 6.0%.

Previous wording

On January 22, 2025, V Opco, LLC entered into that certain First Amendment (the “First Amendment”) to the 2023 Revolving Credit Agreement. The First Amendment amends the 2023 Revolving Credit Agreement to, among other things, (a) consent to the P180 Acquisition (see Note 2 "Recent Transactions" for additional information); (b) provide that, until the first Adjustment Date following January 22, 2026, the applicable margin will be 2.50% with respect to SOFR Term Loans and SOFR Daily Floating Rate Loans and 1.50% with respect to Base Rate Loans; (c) eliminate the ability to make certain Restricted Payments until the earlier of (i) the date that is eighteen (18) month anniversary of the First Amendment Effective Date, which date is July 21, 2026 and (ii) the first date following the twelve (12) month anniversary of the First Amendment Effective Date on which the Consolidated Fixed Charge Coverage Ratio is greater than or equal to 1.0 to 1.0; and (d) until January 22, 2026, modify the thresholds applicable for the Agent’s rights to conduct field exams and inventory appraisals to Excess Availability being less than the greater of 25% of Loan Cap and $18,750 and, following January 24, 2026, such thresholds shall revert back to Excess Availability being less than the greater of 20% of Loan Cap and $15,000.

Current wording

On January 22, 2025, V Opco, LLC entered into that certain First Amendment (the “First Amendment”) to the 2023 Revolving Credit Agreement. The First Amendment amends the 2023 Revolving Credit Agreement to, among other things, (a) consent to the P180 Acquisition (see Note 2 "Significant Transactions" for additional information); (b) provide that, until the first Adjustment Date following January 22, 2026, the applicable margin will be 2.50% with respect to SOFR Term Loans and SOFR Daily Floating Rate Loans and 1.50% with respect to Base Rate Loans; (c) eliminate the ability to make certain Restricted Payments until the earlier of (i) the date that is eighteen (18) month anniversary of the First Amendment Effective Date, which date is July 21, 2026 and (ii) the first date following the twelve (12) month anniversary of the First Amendment Effective Date on which the Consolidated Fixed Charge Coverage Ratio is greater than or equal to 1.0 to 1.0; and (d) until January 22, 2026, modify the thresholds applicable for the Agent’s rights to conduct field exams and inventory appraisals to Excess Availability being less than the greater of 25% of Loan Cap and $18,750 and, following January 24, 2026, such thresholds shall revert back to Excess Availability being less than the greater of 20% of Loan Cap and $15,000.

Previous wording

On January 22, 2025, V Opco entered into the Fifth Amendment (the “Third Lien Fifth Amendment”) to the Third Lien Credit Agreement which, among other things, consented to the P180 Acquisition. On the same day, V Opco paid $15,000 to SK Financial Services, LLC using proceeds from the 2023 Revolving Credit Facility, which resulted in a pay-down of $20,000 of the Third Lien Credit Facility (the “Sun Debt Paydown”). In addition, in connection with the P180 Acquisition, P180 acquired and assumed $7,000 of the Third Lien Credit Facility outstanding and immediately thereafter cancelled such $7,000 (the “P180 Debt Forgiveness”). Following the Sun Debt Paydown and P180 Debt Forgiveness, the outstanding principal amount of the Third Lien Credit Facility was reduced by approximately $27,000 with $7,500 remaining outstanding, which will continue to accrue payment-in-kind interest in accordance with, and otherwise be subject to, the terms and conditions therein.

Current wording

On January 22, 2025, V Opco entered into the Fifth Amendment (the “Third Lien Fifth Amendment”) to the Third Lien Credit Agreement which, among other things, consented to the P180 Acquisition.