VINCE HOLDING CORP.

The risk factors disclosed in the Company's 2025 Annual Report on Form 10-K, in addition to the other information set forth in this Quarterly Report on Form 10-Q, could materially affect the Company's business, financial condition or results.

The Company’s risk factors have not changed materially from those disclosed in its 2025 Annual Report on Form 10-K other than those listed below.

The OVO Transaction may not be successfully integrated and may not achieve intended benefits.

We face risks associated with our strategy to grow our business through acquisitions of other brands and geographic licensees, including our recently completed acquisition of the OVO operating companies. The potential difficulties that we may face that could cause the results of the acquisition to not be in line with our expectations include, among others:

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failure to implement our business plan for the OVO operating companies or any other business we may acquire or to achieve anticipated revenue or profitability targets;

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delays or difficulties in managing and operating the acquired business;

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higher than expected costs, lower than expected cost savings and/or a need to allocate resources to manage unexpected operating difficulties;

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unanticipated issues in coordinating logistics, information, reporting and other systems across separately operated businesses;

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unanticipated changes in applicable laws and regulations;

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failure to retain key customers, suppliers and employees;

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operating risks inherent in the OVO business, including risks related to operating retail stores and e-commerce platforms in international markets;

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risks related to the Company’s reliance on the license agreement with ABG OVO for the right to use OVO intellectual property, including the risk that ABG OVO or its affiliates may take actions that adversely affect the OVO brand or that the Company’s rights under the license agreement may be limited or terminated;

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diversion of the attention and resources of management in overseeing the acquired business;

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assumption of liabilities not identified in due diligence or other unanticipated issues, expenses and liabilities; and

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regulatory and compliance risks, including the impact on our internal controls and compliance with the requirements under the Sarbanes-Oxley Act of 2002, particularly upon the acquisition of historically privately held businesses such as the OVO operating companies, which have not previously been subject to regulations applicable to the Company.

The OVO operating companies or any other business we may acquire may not perform as well as initially expected, which could have a material adverse effect on our results of operations and financial condition. In addition, where applicable, we will be required to conduct testing for impairment of goodwill and other intangible assets acquired as a result of the OVO Transaction. If such testing indicates that the carrying value of goodwill or other intangible assets exceeds the related fair value, we would be required to record an impairment charge for the difference, which could have a material adverse effect on our results of operations and financial condition.