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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 05, 2025

Abercrombie & Fitch Co.
(Exact name of registrant as specified in its charter)

Delaware |  | 1-12107 |  | 31-1469076
(State or other jurisdiction of incorporation or organization) |  |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)
6301 Fitch Path | , | New Albany | , | Ohio |  |  |  |  | 43054
(Address of principal executive offices) |  |  |  |  | (Zip Code)
Registrant’s telephone number, including area code: | (614) |  | 283-6500 |  |

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
S ecurities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading symbol(s) |  | Name of each exchange on which registered
Class A Common Stock, $0.01 Par Value |  | ANF |  | New York Stock Exchange

I ndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.
On March 5, 2025, Abercrombie & Fitch Co. (the “Company”) issued a news release (the “Release”) reporting the Company’s unaudited financial results for the fourth quarter and fiscal year ended February 1, 2025. A copy of the Release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In conjunction with the Release, the Company also made available additional unaudited quarterly financial information for each of the quarters in the fiscal years ended February 1, 2025 and February 3, 2024, along with additional financial information for the fiscal year ended January 28, 2023. The additional financial information is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
In conjunction with the Release, the Company also made available an investor presentation of results for the fourth quarter and fiscal year ended February 1, 2025. The presentation, which is available under the “Investors” section of the Company’s website, located at corporate.abercrombie.com, is included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. Information on the Company’s website is not, and will not be deemed to be, a part of this Current Report on Form 8-K or incorporated into any other filings the Company may make with the Securities and Exchange Commission.
The Company’s management conducted a conference call on March 5, 2025 to review the Company’s financial results for the fourth quarter and fiscal year ended February 1, 2025. A copy of the transcript of the conference call is included as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02, including the accompanying Exhibits, are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On March 5, 2025, the Company also announced that the Company’s Board of Directors authorized a new $1.3 billion stock repurchase program. The new stock repurchase program replaces the prior stock repurchase program authorized by the Board in 2021, and has no expiration date. Under the program, the Company may repurchase shares from time to time in open market or private transactions in such manner as may be deemed advisable from time to time (including, without limitation, pursuant to accelerated share repurchase programs, one or more Rule 10b5-1 trading plans, or any other method deemed advisable) and may be discontinued at any time. The timing and amount of any such repurchases will be determined based on an evaluation of market conditions, the Company’s share price, legal requirements, and other factors.
Item 9.01. Financial Statements and Exhibits.
(a) through (c) Not applicable
(d) Exhibits:
The following exhibits are included with this Current Report on Form 8-K:

Exhibit No. |  | Description
99.1 |  | News release issued by Abercrombie & Fitch Co. on March 5, 2025
99.2 |  | Additional unaudited financial information made available by Abercrombie & Fitch Co. on March 5, 2025
99.3 |  | Investor presentation of results for the fourth quarter and fiscal year ended February 1, 2025 made available by Abercrombie & Fitch Co. on March 5, 2025
99.4 |  | Transcript of conference call held by management of Abercrombie & Fitch Co. on March 5, 2025
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  | Abercrombie & Fitch Co.
March 06, 2025 | By: | /s/ Robert J. Ball
|  |  | Robert J. Ball
|  |  | Senior Vice President, Chief Financial Officer