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Kontoor Brands, Inc.

For the period ended Dec 30, 2023. Filed Mar 7, 2024.

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Dec 30, 2023 · Filed Mar 7, 2024

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KTB$77.06-2.7%Stored close · as of Nov 6, 2026
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Contents

Appendix BB-1

Appendix B

Reconciliation of Adjusted Financial Measures (Non-GAAP)

Twelve Months Ended December(In thousands, except for per share amounts)
2023202220212020
Net revenues—as reported under GAAP2,607,4722,631,4442,475,9162,097,839
Cost of goods sold—as reported under GAAP1,519,3651,497,0761,368,1901,234,150
Restructuring & separation costs (a)(5,791)—2,662(467)
Adjusted cost of goods sold1,513,8441,497,0761,370,8521,233,683
Gross profit—as reported under GAAP1,087,8371,134,3681,107,726863,689
Restructuring & separation costs (a)5,791—(2,662)467
Adjusted gross profit1,093,6281,134,3681,105,064864,156
As a percentage of total net revenues41.9%43.1%44.6%41.2%
Selling, general and administrative expenses—as reported under GAAP768,568777,703824,747739,855
Restructuring & separation costs (a)(8,536)(15,609)(71,820)(105,088)
Adjusted selling, general and administrative expenses760,032762,095752,927634,767
Interest income—as reported under GAAP3,7911,3521,4801,608
Interest expense—as reported under GAAP(40,408)(34,919)(38,900)(49,992)
Financing costs (c)——4,655—
Other adjustments (b)——(1,888)(2,044)
Adjusted interest expense(40,408)(34,919)(36,133)(52,036)
Other expense, net—as reported under GAAP(10,753)(3,962)(959)(2,514)
Restructuring & separation costs (a)—(2,983)——
Other adjustments (b)——1,8882,044
Adjusted other income (expense), net(10,753)(6,945)929(470)
Diluted earnings per share—as reported under GAAP4.064.313.311.17
Restructuring & separation costs (a)0.200.180.921.44
Financing costs (c)—–0.06—
Adjusted diluted earnings per share4.264.494.282.61

Non-GAAP Financial Information

The financial information above has been presented on a GAAP basis and on an adjusted basis. These adjusted presentations are non-GAAP measures. Amounts herein may not recalculate due to the use of unrounded numbers.

Notes to Supplemental Financial Information - Reconciliation of Adjusted Financial Measures

Management uses the above non-GAAP financial measures internally in its budgeting and review process and, in some cases, as a factor in determining compensation. While management believes that these non-GAAP measures are useful in evaluating the business, this information should be considered supplemental in nature and should be viewed in addition to, and not as an alternate

Kontoor Brands, Inc.B-12024 Proxy Statement

for, reported results under GAAP. In addition, these non-GAAP measures may be different from similarly titled measures used by other companies.

a. During the twelve months ended December 2023, restructuring costs included $7.3 million related to reductions in our global workforce, $4.5 million related to streamlining and transferring select production within our internal manufacturing network and $2.5 million related to optimizing and globalizing our operating model.

During the year ended December 2022, restructuring and separation costs included $13.7 million of severance and employee-related benefit costs, a $2.6 million pension curtailment gain, $0.4 million of other employee-related benefits and $1.9 million of other costs. All restructuring and separation costs during the year ended December 2022 were attributable to the globalization of the Company’s operating model and relocation of the European headquarters.

During the year ended December 2021, restructuring and separation costs primarily related to the Company’s global ERP system and information technology infrastructure build-out as well as strategic actions by the Company to exit certain company-owned outlet stores and transition our India business to a licensed model.

During the year ended December 2020, restructuring and separation costs primarily related to the Company’s global ERP system and information technology infrastructure build-out as well as strategic actions taken by the Company, including charges resulting from the Company’s decision to exit certain company-owned outlet stores and transition the India business to a licensed model. These costs were partially offset by the benefit of a $6.6 million gain on the sale of manufacturing assets during the third quarter of 2020.

Total restructuring and separation adjustments resulted in a corresponding tax impact of $3.0 million, $2.5 million, $15.0 million and $22.2 million for the twelve months ended December 2023, December 2022, December 2021 and December 2020, respectively.

b. Other adjustments have been made for the years ended December 2021 and December 2020 to remove the funding fees related to the accounts receivable sale arrangement, as they are treated as interest expense in the calculation of adjusted EBITDA for debt compliance purposes.

c. Financing costs relate to expenses incurred to amend the Company’s senior secured credit facility and to issue $400.0 million of senior notes. These adjustments had a corresponding tax impact of $1.1 million for the year ended December 2021.

Kontoor Brands, Inc.B-12024 Proxy Statement

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V27724-P01534 1b. Mary Campbell 1a. Scott H. Baxter 1e. Andrew E. Page Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 1c. Ashley D. Goldsmith 1d. Robert M. Lynch 1f. Mark L. Schiller 1g. Robert K. Shearer 1h. Shelley Stewart, Jr. 2. To approve amendments to Kontoor's Articles of Incorporation to replace all supermajority voting standards with majority voting standards. 3. To ratify the appointment of PricewaterhouseCoopers LLP as Kontoor's independent registered public accounting firm for the fiscal year ending December 28, 2024. 4. To approve the compensation of Kontoor's named executive officers as disclosed in our proxy statement. NOTE: To transact such other business as may properly come before the meeting and any adjournments thereof. 1. To elect eight directors for a term ending at the 2025 annual meeting of shareholders. Nominees: For Against Abstain For Against Abstain ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! KONTOOR BRANDS, INC. The Board of Directors recommends you vote FOR each of the nominees in Proposal 1. The Board of Directors recommends you vote FOR proposals 2 through 4. KONTOOR BRANDS, INC. 400 NORTH ELM STREET GREENSBORO, NC 27401 ! !! ! !! VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on April 17, 2024 for shares held directly and by 11:59 p.m. Eastern Time on April 12, 2024 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/KTB2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on April 17, 2024 for shares held directly and by 11:59 p.m. Eastern Time on April 12, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V27725-P01534 KONTOOR BRANDS, INC. Annual Meeting of Shareholders April 18, 2024 11:00 AM ET This proxy is solicited by the Board of Directors The undersigned hereby appoints Scott H. Baxter and Thomas L. Doerr, Jr., and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all of the shares of common stock of KONTOOR BRANDS, INC. that the undersigned is/are entitled to vote at the Annual Meeting of Shareholders to be held at 11:00 AM, ET on April 18, 2024, virtually at www.virtualshareholdermeeting.com/KTB2024, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. If you hold shares in any Employee Stock Purchase Plan, or 401(k) Savings Plan of the Company, then this proxy card, when signed and returned, or your telephone or Internet proxy, will constitute voting instructions on matters properly coming before the Annual Meeting and at any adjournments or postponements thereof in accordance with the instructions given herein to the trustee for shares held in any of the Plans. Shares in the Employee Stock Purchase Plan for which voting instructions are not received by April 12 at 11:59 PM ET, or if no choice is specified, will be voted by an independent fiduciary. Shares in the 401(k) Savings Plan for which voting instructions are not received by that deadline, or if no choice is specified, will be voted in the same proportion as votes received from other participants in the Plan. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The named proxies cannot vote the shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Continued and to be signed on reverse side

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