VINCE HOLDING CORP.
For the period ended Aug 1, 2026. Filed Sep 11, 2026.
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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.
Aug 1, 2026 · Filed Sep 11, 2026
VNCE$12.68+0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-05-02; filed 2026-06-16.
0001193125-26-271897
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-08-01; filed 2026-09-11.
0001193125-26-388635
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 76 previous paragraphs and 99 current paragraphs.
52 unchanged; 19 reworded; 26 added; 4 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 7 previous and 10 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 (26)
Current report
In August 2026, the Company, through its wholly owned subsidiary OWL Opco LLC, acquired all of the issued and outstanding equity interests in the OVO operating companies, which include OVO’s e-commerce platform, 12 retail stores located in Canada, the United States, and the United Kingdom, and related wholesale relationships. In a separate but related transaction, Authentic, through its newly formed subsidiary ABG OVO, purchased OVO’s intellectual property from the OVO sellers. The Company also acquired a 5% interest in ABG OVO. Under a license agreement with ABG OVO, the Company has the exclusive right to use OVO’s intellectual property to manufacture and sell licensed apparel worldwide, in exchange for a royalty fee.
Current report
The impact from tariffs of approximately 1,380 basis points, driven primarily by the IEEPA refund; partially offset by
Current report
The unfavorable impact from higher product costing which contributed negatively by approximately 160 basis points; and
Current report
The unfavorable impact from higher freight costs of approximately 130 basis points.
Current report
Other (income)for the three months ended August 1, 2026 relates primarily to the receipt of interest in connection with the IEEPA refund. See Note 9 "Commitments and Contingencies" for further information.
Current report
The provision for income taxes for the three months ended August 2, 2025 was $58, which represents a discrete tax expense relating to interest received in connection with the ERC. For the three months ended August 2, 2025, the Company had year-to-date ordinary pre-tax losses for the interim period and was anticipating annual ordinary pre-tax income for the fiscal year. The Company had determined that it is more likely than not that the tax benefit of the year-to-date ordinary pre-tax loss will not be realized in the current or future years and as such, tax provisions for the interim periods should not be recognized until the Company has year-to-date ordinary pre-tax income.
Current report
(1) Total segment income from operations for the three months ending August 1, 2026 includes IEEPA tariff refunds of $7,154 and $3,214 for the Wholesale and Direct-to-consumer segments, respectively.
Current report
(2) Unallocated corporate for the three months ended August 2, 2025 includes the ERC benefit of $5,613. See Note 9 "Commitments and Contingencies" for further information.
Current report
Income from operations from our Vince Wholesale segment increased $7,526, or 44.1%, to $24,584 in the three months ended August 1, 2026 from $17,058 in the three months ended August 2, 2025, driven by an increase in net sales and gross margin, primarily due to approximately $7,154 of IEEPA tariff refunds.
Current report
Six Months Ended August 1, 2026 Compared to Six Months Ended August 2, 2025
Current report
Net sales for the six months ended August 1, 2026 were $145,823, increasing $14,649, or 11.2%, versus $131,174 for the six months ended August 2, 2025.
Current report
Gross profit increased 24.4% to $82,226 for the six months ended August 1, 2026 from $66,101 in the six months ended August 2, 2025. As a percentage of sales, gross margin was 56.4%, compared with 50.4% in the six months ended August 2, 2025. The total gross margin rate increase was primarily driven by the following factors:
Current report
The impact from tariffs of approximately 700 basis points, driven primarily by the IEEPA refund; partially offset by
Current report
The unfavorable impact from higher freight costs of approximately 70 basis points.
Current report
SG&A expensesfor the six months ended August 1, 2026 were $71,320, increasing $11,932, or 20.1%, versus $59,388 for the six months ended August 2, 2025. SG&A expenses as a percentage of sales were 48.9% and 45.3% for the six months ended August 1, 2026 and August 2, 2025, respectively. The increase in SG&A expenses compared to the prior fiscal year period was due primarily to approximately $5,613 of ERC benefits that were recorded in the prior year comparative period, approximately $2,900 of legal and consulting fees incurred in connection with the OVO Transactions, and approximately $1,620 of increased marketing and advertising costs.
Current report
Interest expense, net decreased $353, or 20.7%, to $1,352 in the six months ended August 1, 2026 from $1,705 in the six months ended August 2, 2025 primarily due to lower levels of debt under the Revolving credit facility.
Current report
Other (income)for the six months ended August 1, 2026 relates primarily to the receipt of interest in connection with the IEEPA refund. See Note 9 "Commitments and Contingencies" for further information.
Current report
Equity in net income of equity method investmentfor the six months ended August 1, 2026 and August 2, 2025 was income of $1,077 and $747, respectively, and was related to the Company's 25% membership interest in ABG Vince.
Current report
Performance by Segment
Current report
(1) Total segment income from operations for the six months ending August 1, 2026 includes IEEPA tariff refunds of $7,154 and $3,214 for the Wholesale and Direct-to-consumer segments, respectively.
Current report
(2) Unallocated corporate for the six months ended August 2, 2025 includes the ERC benefit of $5,613. See Note 9 "Commitments and Contingencies" for further information.
Current report
Vince Wholesale
Current report
Net sales from our Vince Wholesale segment increased $6,421, or 8.6%, to $81,473 in the six months ended August 1, 2026 from $75,052 in the six months ended August 2, 2025, primarily due to higher full-price shipments.
Current report
Income from operations from our Vince Wholesale segment increased $8,263, or 31.2%, to $34,718, in the six months ended August 1, 2026 from $26,455 in the six months ended August 2, 2025, driven by an increase in net sales and improved gross margin, primarily due to approximately $7,154 of IEEPA tariff refunds.
Current report
Vince Direct-to-consumer
Current report
Our Vince Direct-to-consumer segment had income from operations of $6,345 in the August 1, 2026 compared to a loss from operations of $589 in the August 2, 2025. The change was driven by increase in net sales and an improved gross margin, primarily due to approximately $3,214 of IEEPA tariff refunds.
Removed paragraphs (4)
Previous report
The favorable impact from higher pricing which contributed positively by approximately 130 basis points; and
Previous report
The favorable impact of lower discounting which contributed positively by approximately 100 basis points; partially offset by
Previous report
The unfavorable impact from higher tariffs of approximately 190 basis points.
Previous report
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.
Reworded paragraphs (19)
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 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.
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 August 1, 2026, we operate 41 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
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.
Current wording
Net sales for the three months ended August 1, 2026 were $81,788, increasing $8,547, or 11.7%, versus $73,241 for the three months ended August 2, 2025.
Previous 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:
Current wording
Gross profit increased 34.9% to $49,834 for the three months ended August 1, 2026 from $36,938 in the prior year second quarter. As a percentage of sales, gross margin was 60.9%, compared with 50.4% in the prior year second quarter. The total gross margin rate increase was primarily driven by the following factors:
Previous 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.
Current wording
Selling, general and administrative ("SG&A") expenses for the three months ended August 1, 2026 were $36,281, increasing $10,494, or 40.7%, versus $25,787 for the three months ended August 2, 2025. SG&A expenses as a percentage of sales were 44.3% and 35.2% for the three months ended August 1, 2026 and August 2, 2025, respectively. The increase in SG&A expenses compared to the prior fiscal year period was due primarily to approximately $5,613 of ERC benefits that were recorded in the prior year comparative period, approximately $2,900 of legal and consulting fees incurred in connection with the OVO Transactions, and approximately $820 of increased marketing and advertising costs.
Previous 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.
Current wording
Interest expense, net decreased $141, or 16.6%, to $708 in the three months ended August 1, 2026 from $849 in the three months ended August 2, 2025, primarily due to lower levels of debt under the Revolving credit facility.
Previous wording
Benefit for income taxes for the three months ended May 2, 2026 was $408, compared to $0 for the three months ended May 3, 2025. The benefit is due to the impact of applying the Company's estimated annual effective tax rate to the year-to-date ordinary pre-tax loss.
Current wording
Provision for income taxes for the three months ended August 1, 2026 was $3,139. The current quarter provision is due to the impact of applying the Company's estimated annual effective tax rate to the year-to-date ordinary pre-tax income.
Previous 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.
Current wording
Equity in net income of equity method investment for the three months ended August 1, 2026 and August 2, 2025 was $398 and $256, 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 $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.
Current wording
Net sales from our Vince Wholesale segment increased $4,645, or 10.4%, to $49,407 in the three months ended August 1, 2026 from $44,762 in the three months ended August 2, 2025, due primarily to increased shipments.
Previous 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.
Current wording
Net sales from our Vince Direct-to-consumer segment increased $3,902, or 13.7%, to $32,381 in the three months ended August 1, 2026 from $28,479 in the three months ended August 2, 2025. Comparable sales, including e-commerce, increased $4,800 or 18.4%, due to an increase in both e-commerce and retail stores volume. Non-comparable sales, including Vince Unfold, which was exited in the first quarter of fiscal 2025, decreased $898. Since August 2, 2025, 5 net stores have closed bringing our total retail store count to 53 (consisting of 41 full price stores and 12 outlet stores) as of August 1, 2026, compared to 58 (consisting of 44 full price stores and 14 outlet stores) as of August 2, 2025.
Previous 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.
Current wording
Our Vince Direct-to-consumer segment had income from operations of $4,498 in the three months ended August 1, 2026 compared to $211 in the three months ended August 2, 2025. The increase was driven by an increase in net sales and gross margin, primarily due to approximately $3,214 of IEEPA tariff refunds.
Previous 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.
Current wording
The provision for income taxes was $58 for the six months ended August 2, 2025. For the six months ended August 2, 2025, the Company had year-to-date ordinary pre-tax losses for the interim period and was anticipating annual ordinary pre-tax income for the fiscal year. The Company had determined that it is more likely than not that the tax benefit of the year-to-date ordinary pre-tax loss will not be realized in the current or future years and as such, tax provisions for the interim periods should not be recognized until the Company has year-to-date ordinary pre-tax income.
Previous 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.
Current wording
Net cash provided by operating activities during the six months ended August 1, 2026 was $9,230, which consisted of net income of $8,496, impacted by non-cash items of $3,290 and cash used in working capital of $2,556. Net cash used in working capital primarily resulted from cash outflows due to an increase in inventories of $7,045 related to the timing of inventory receipts and the impact of tariffs, partially offset by the IEEPA refund received during the quarter and by cash inflows from receivables of $3,179 mainly attributable to timing of collections.
Previous 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.
Current wording
Net cash used in operating activities during the six months ended August 2, 2025 was $7,615, which consisted of net income of $7,257, impacted by non-cash items of $3,811 and cash used in working capital of $18,683. Net cash used in working capital primarily resulted from cash outflows of $17,521 due to an increase in inventories related to the timing of inventory receipts and increased costs due primarily to the impact of tariffs, and cash outflows in accounts payable and accrued expenses due mainly to inventory purchases, partially offset by a decrease in receivables due to timing of collections.
Previous 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.
Current wording
Net cash used in investing activities of $963 and $3,530 during the six months ended August 1, 2026 and August 2, 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 $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.
Current wording
Net cash used in financing activities was $7,749 during the six months ended August 1, 2026, primarily consisting of $7,750 of net repayment of borrowings under the Company's revolving credit facilities.
Previous 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.
Current wording
Net cash provided by financing activities was $11,319 during the six months ended August 2, 2025, primarily consisting of $11,450 of net borrowings under the Company's revolving credit facilities.
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%.
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%. 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.
Previous wording
No financing costs were incurred during the three months ended May 2, 2026 and May 3, 2025, respectively.
Current wording
No financing costs were incurred during the three and six months ended August 1, 2026 and August 2, 2025, respectively.
Previous 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%.
Current wording
As of August 1, 2026, the Company was in compliance with applicable covenants. As of August 1, 2026, $63,571 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $2,950 of borrowings outstanding and $5,160 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 August 1, 2026 was 6.0%.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Provision for income taxesfor the six months ended August 1, 2026 was $2,731. The provision is due to the impact of applying the Company's estimated annual effective tax rate to the year-to-date ordinary pre-tax income.
Current report — wording carried from elsewhere
Net sales from our Vince Direct-to-consumer segment increased $8,228, or 14.7%, to $64,350 in the six months ended August 1, 2026 from $56,122 in the six months ended August 2, 2025. Comparable sales, including e-commerce, increased $9,259 or 18.0%, due to an increase in both e-commerce and retail stores volume. Non-comparable sales, including Vince Unfold, which was exited in the first quarter of fiscal 2025, declined $1,031. Since August 2, 2025, 5 net stores have closed bringing our total retail store count to 53 (consisting of 41 full price stores and 12 outlet stores) as of August 1, 2026, compared to 58 (consisting of 44 full price stores and 14 outlet stores) as of August 2, 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.