VINCE HOLDING CORP.

The risk factors disclosed in the Company's 2024 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 2024 Annual Report on Form 10-K, other than as set forth below. All dollar amounts disclosed in this Part II, Item 1A are in thousands, unless otherwise noted.

We may not be able to maintain a listing of our common stock on the NYSE.

Our common stock is currently listed on the NYSE, and we must meet certain financial and liquidity criteria to maintain our listing on NYSE. Failure to maintain the continued listing requirements set forth in the NYSE Listed Company Manual, which includes the requirement to maintain a 30-trading day average market capitalization of at least $50,000 or $50,000 of stockholders’ equity, could result in our common stock being delisted.

On May 6, 2025, we received a written notice (the "Notice") from the NYSE that the Company did not presently satisfy the NYSE's continued listing standards under Section 802.01B of the NYSE Listed Company Manual (the "Manual"), which requires the Company's 30-trading day average market capitalization to be not less than $50,000 or the Company's stockholders' equity to be not less than $50,000. As set forth in the Notice, as of May 5, 2025, the Company's 30-trading day average market capitalization was approximately $22,600 and the Company's last reported stockholders' equity as of February 1, 2025 was approximately $41,800.

In accordance with applicable NYSE procedures, within 45 days from receipt of the Notice, the Company must submit to the NYSE a business plan that demonstrates compliance with Section 802.01B of the Manual. The Listings Operations Committee of the NYSE will review the business plan and will either accept the plan, at which time the Company will be subject to ongoing quarterly monitoring for compliance with the business plan, or reject the business plan, at which time the Company will be subject to suspension and delisting proceedings.

The Company timely submitted such a business plan (the “Plan”) to the NYSE and on August 5, 2025, the NYSE notified the Company that the Plan had been accepted (the “Acceptance Letter”). In the Acceptance Letter, the NYSE granted the Company until November 6, 2026 (the “Plan Period”) to regain compliance with Section 802.01B of the Manual. During the Plan Period, the Company will be subject to periodic monitoring for compliance with the Plan. If the Company does not regain compliance with Section 802.01B of the Manual by the end of the Plan Period, or if the Company does not make progress consistent with the Plan, then the NYSE may initiate delisting proceedings. Pursuant to the NYSE rules, the Company’s common stock will continue to be listed and traded on the NYSE during the Plan Period, subject to the Company’s compliance with other applicable continued listing requirements in the Manual. The Acceptance Letter does not affect the Company’s ongoing business operations or its reporting requirements with the SEC.

No assurance can be given that the Company will be able to maintain compliance with the NYSE’s continued listing requirements. If the Company's common stock ultimately were to be suspended from trading and delisted for any reason, it could have adverse consequences including, among others, reduced trading liquidity for our common stock, lower demand and market price for our common stock, adverse publicity and a reduced interest in the Company from investors, analysts and other market participants. In addition, a suspension or delisting could impair the Company’s ability to raise additional capital through the public markets and the Company’s ability to attract and retain employees by means of equity compensation.