As filed with the Securities and Exchange Commission on July 10, 2026.

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________________

Tailored Brands, Inc.
(Exact name of registrant as specified in its charter)

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530 7th Ave, 7th Floor
New York, NY 10018
(281) 776-7575
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

_______________________________

John Tighe
Chief Executive Officer
530 7th Ave, 7th Floor
New York, NY 10018
(281) 776-7575
(Name, address, including zip code and telephone number, including area code, of agent for service)

_______________________________

Copies of all communications, including communications sent to agent for service, should be sent to:

_______________________________

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment, which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated           , 2026

            Shares

Tailored Brands, Inc.

Common Stock

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This is an initial public offering of Tailored Brands, Inc. We are offering            shares of our common stock, par value $0.001 per share, and the selling stockholders identified in this prospectus are offering an additional            shares of our common stock. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $            and $            . We have applied to list our common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “MENW”.

Immediately after this offering, Silver Point Capital, L.P. (“Silver Point” or “Principal Stockholder”), will beneficially own approximately            % of our common stock (or            % of our common stock if the underwriters’ option to purchase additional shares is exercised in full). After the completion of this offering, we expect to be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. See “Management — Controlled Company Exemption.”

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Investing in our common stock involves risks. See “Risk Factors” beginning on page 23 of this prospectus.

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(1)    See “Underwriting” for a description of compensation to be paid to the underwriters.

The selling stockholders have granted the underwriters an option to purchase up to an additional            shares of common stock from the selling stockholders at the initial offering price, less underwriting discounts and commissions, for 30 days after the date of this prospectus to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about            , 2026.

_____________________

Co-Manager
Telsey Advisory Group

Prospectus dated            , 2026

TABLE OF CONTENTS

Through and including            , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

ABOUT THIS PROSPECTUS

Unless the context otherwise requires, all references in this prospectus to the “Company,” “Tailored Brands,” “TBI,” “we,” “us,” “our,” or similar terms refer to Tailored Brands, Inc. and its consolidated subsidiaries.

Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with information or make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We, the selling stockholders and the underwriters take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: we, the selling stockholders and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction.

TRADEMARKS AND COPYRIGHTS

We own or have rights to numerous service marks and trademarks that we use in connection with the operation of our business, including Men’s Wearhouse, Jos. A. Bank, Moores and K&G Fashion Superstore, as well as many others. We also have several service mark and trademark applications that are pending with the U.S. Patent and Trademark Office and anticipate filing additional applications in the future. We also own numerous registered service marks, trademarks and pending applications in other countries, including Canada. We also own several trade names, domain names and copyrights for use in our business. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus may be listed without the ©, ®, ™ and ℠ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, trade names and copyrights.

This prospectus may include trademarks, service marks or trade names of other companies. Our use or display of other parties’ trademarks, service marks or trade names in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us or by us. All trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners.

INDUSTRY AND MARKET DATA

We use market data and industry forecasts and projections throughout this prospectus, and in particular in the sections titled “Prospectus Summary” and “Business.” All industry and market data that are not cited as being from a specified source are from our internal analysis based upon data available from known sources or other proprietary research and analysis. We believe such data to be accurate as of the date of this prospectus. However, this information may prove to be inaccurate because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Additionally, from time to time, we or third-party sources may change methodologies for information input or calculation, which may change the related results. In addition, our internal research is based upon our understanding of industry conditions, and such information has not been verified by any independent sources. You should be aware that market and other similar industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. Any industry forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. While we are not aware of any misstatements regarding any market or similar data presented herein, industry forecasts and projections involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Cautionary Statement About Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent sources and by us.

Certain information in the text of this prospectus is contained in independent industry publications and other third-party sources. The sources of these independent industry publications and third-party data are provided below. Wherever possible, we leverage Circana POS Data. We augment or supplement Circana POS Data with Circana Consumer Survey Data to provide otherwise unavailable data, which our management believes creates a more complete picture of the market. With respect to data provided by Circana, all references to tailored clothing refers to men’s suits, sportcoats and dress pants, and all references to sportswear refers to men’s polo/golf, t-shirts, turtlenecks, other knit shirts, sweaters, dress shirts, woven shirts, jeans, casual pants and casual shorts.

•        Barna Group, New Research: Men vs. Women at Church (the “Barna Group Survey”).

•        Brides.com, 2018 American Wedding Study (the “Brides American Wedding Study”).

•        Center for Applied Research in the Apostolate, Frequently Requested Church Statistics, 2024 (the “CARA Church Statistics”).

•        Circana, LLC, Consumer Tracking Service, US, Men’s Footwear, Fashion and Leisure Categories, Dollar Sales, 12ME January 2026 (“Circana Consumer Footwear Data”). Tailored Brands uses the term “casual and formal” as its alternative to Fashion and Leisure Categories in the Circana data.

•        Circana, LLC, Consumer Tracking Service, US Apparel, Men’s Intended Wearer, Tailored Clothing, Dollar Sales, 12ME January 2026 (“Circana Consumer Apparel Data”). Circana’s Consumer Tracking Service is based on panelist survey responses and is representative of the U.S. men’s apparel market.

•        Circana, LLC, Consumer Tracking Service, US Apparel, Men’s Intended Wearer, Tailored Clothing, Dollar Sales, 12ME January 2026 (“Circana Consumer Survey Data”).

•        Circana, LLC, POS Tracking Service, Men’s Apparel Annual Historic POS and Forecasts, 2021 – 2028 (“Circana Historic POS Data”). Circana’s POS Tracking Service is an aggregation of selected retailers from the U.S. men’s apparel market.

•        Circana, LLC, POS Tracking Service, US, Men’s Apparel, Dress Pants, Sportcoats, Suits, Dollars, 12ME January 2026 (“Circana POS Data”). Circana’s POS Tracking Service is an aggregation of selected retailers from the U.S. men’s apparel market.

•        Circana, LLC, Future of Apparel (“Circana Future of Apparel Data”).

•        Consumer Edge (formerly Earnest Analytics), Fiscal Year 2025 Rental TAM and Rental Market Share Report (the “Consumer Edge Report”).

•        Morning Consult, Men’s Wearhouse Q4 2025 Overview (February 2026) (the “Morning Consult Men’s Wearhouse Overview”).

•        Morning Consult, Moores Overview – W4 (February 2026) (the “Morning Consult Moores Overview”).

•        National Center for Education Statistics, Digest of Education Statistics, Table 318.10 (the “National Center for Education Statistics”).

•        The Knot, 2026 Real Weddings Study (the “Knot Real Weddings Study”).

•        The National Funeral Directors Association, 2023 Consumer Awareness and Preferences Study (August 2023) (the “National Funeral Directors Association Study”).

•        U.S. Bureau of Labor Statistics, Current Population Survey Annual Averages (the “U.S. Bureau of Labor Statistics”).

•        U.S. Centers for Disease Control and Prevention, Provisional Number and Rates of Marriages, Divorces, and Annulments: United States, 2000 – 2023 (the “CDC Data”).

•        U.S. Centers for Disease Control and Prevention, Vital Statistics Rapid Release, Number 039 (September 2025) (the “CDC Vital Statistics Report”).

•        U.S. Census Bureau, American Community Survey, Sex by School Enrollment by Level of School by Type of School for the Population 3 Years and Over, 2025 (the “U.S. Census Bureau Community Study”).

•        U.S. Census Bureau, All Sectors: County Business Patterns, including ZIP Code Business Patterns, by Legal Form of Organization and Employment Size Class for the U.S., States, and Selected Geographies: 2018 and All Sectors: County Business Patterns, including ZIP Code Business Patterns, by Legal Form of Organization and Employment Size Class for the U.S., States, and Selected Geographies: 2023 (the “U.S. Census Bureau Department Stores Survey”).

BASIS OF PRESENTATION

Tailored Brands, Inc., the registrant whose name appears on the cover of this registration statement, is a corporation incorporated under the laws of the State of Delaware. We were originally formed as a corporation incorporated under the laws of the State of Delaware on November 20, 2020 under the name New TMW Topco Inc. and subsequently changed our name to Tailored Brands, Inc. on April 27, 2021.

This prospectus includes the (i) audited consolidated financial statements of TBI and its consolidated subsidiaries for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024, and as of January 31, 2026, and February 1, 2025 (together with the related notes thereto, the “Audited Consolidated Financial Statements”), and (ii) unaudited condensed consolidated financial statements of TBI and its consolidated subsidiaries for the three months ended May 2, 2026 and May 3, 2025, and as of May 2, 2026, May 3, 2025 and January 31, 2026 (together with the related notes thereto, the “Unaudited Condensed Consolidated Financial Statements” and, together with the Audited Consolidated Financial Statements, the “Consolidated Financial Statements”). The summary historical financial information presented in this prospectus has been derived from the Consolidated Financial Statements.

We follow the standard fiscal year of the retail industry, which ends on the Saturday closest to January 31. This typically results in a fifty-two-week year, but occasionally gives rise to an additional week, resulting in a fifty-three-week year. Fiscal years are designated in the Consolidated Financial Statements thereto, as well as the remainder of this prospectus, by the calendar year in which the fiscal year commenced. All references herein to our fiscal years are as follows:

Unless otherwise indicated, the information presented in this prospectus, other than our historical financial statements, is adjusted to reflect our          -for-1 forward split of our common stock (the “Stock Split”), occurring subsequent to the effectiveness of the registration statement of which this prospectus is a part, which will be effective upon filing of our third amended and restated certificate of incorporation (the “amended and restated certificate of incorporation”) prior to the completion of this offering. Certain numbers in this prospectus represent approximations due to required rounding in connection with the anticipated Stock Split. The actual numbers will not differ materially from such approximations.

Certain amounts, percentages and other figures presented in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals, dollars or percentage amounts of changes may not represent the arithmetic summation or calculation of the figures that precede them. All references to “U.S. dollars,” “dollars” or “$” are to the U.S. dollar.

NON-GAAP FINANCIAL MEASURES

In addition to financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”), such as net income, our management uses Adjusted EBITDA, Retail selling margins, Free cash flow and Comparable sales change on a constant currency basis, each of which is a non-GAAP financial measure.

Adjusted EBITDA, Retail selling margins, Free cash flow and Comparable sales change on a constant currency basis, as presented in this prospectus, are supplemental measures of our performance that are not required by, and are not presented in accordance with, GAAP. Adjusted EBITDA and Free cash flow are measures commonly used by financial analysts, investors and other interested parties in evaluating a company’s performance. We present Adjusted EBITDA to monitor and evaluate the performance of our business and believe the presentation of this measure enhances investors’ ability to analyze trends in our business and to evaluate our performance relative to other companies in our industry. We present Retail selling margins as a percentage of sales to enhance investors’ ability to further analyze the components of gross margin and gross margin as a percentage of sales. We use Free cash flow as a supplemental measure to GAAP financial measures regarding the liquidity of our operations. We believe Comparable sales change on a constant currency basis helps our investors to better understand our underlying performance because it excludes the effects of foreign currency volatility that are not indicative of our actual results of operations. These non-GAAP financial measures, as used herein, are not necessarily comparable to similarly titled measures of other companies. The items excluded from such non-GAAP financial measures are significant in assessing our results of operations and liquidity.

Management uses these non-GAAP financial measures:

•        as a measurement of operating performance because it assists us in comparing the operating performance of our business on a consistent basis, as it removes the impact of items not directly resulting from our core operations;

•        for planning purposes, including the preparation of our internal annual operating budget and financial projections;

•        to evaluate the performance and effectiveness of our operational strategies; and

•        to evaluate our capacity to expand our business.

For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Performance Indicators and Non-GAAP Financial Measures — Non-GAAP Financial Measures” and the Consolidated Financial Statements included elsewhere in this prospectus.

RISK FACTORS

Investing in our common stock involves risks and uncertainties. Before making an investment decision, you should carefully consider the risk factors set forth below, as well as the other information included in this prospectus, including in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our Consolidated Financial Statements. The risks and uncertainties described below are not the only risks or uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair our business operations. Any of these risks and uncertainties may have a material adverse effect on our business, financial condition, results of operations and cash flows. In such a case, you may lose all or part of your investment.

Risks Related to Our Business

A decline in consumer spending, whether due to macroeconomic conditions, low consumer confidence, inflation, household discretionary income levels, availability of consumer credit, consumer debt levels, elevated interest rates or otherwise, could adversely affect our business, financial condition and results of operations.

Our sales depend on consumer spending, which is influenced by numerous factors beyond our control, including general economic or geopolitical conditions, disruption or volatility in global financial markets, inflation, the availability of discretionary income and credit, consumer confidence, tax or interest rate fluctuations, trade restrictions, such as sanctions, tariffs, import duties and retaliatory countermeasures, fuel and other energy costs, healthcare costs, adverse weather events, natural or manmade disasters, pandemics and public health crises and unemployment levels. Global or national political unrest or uncertainty may also impact the price paid by consumers for goods, services and commodities and reduce consumer spending and confidence, and reduce our sales or profitability. We may experience declines in sales or changes in the types of products and services sold during economic downturns. Any material decline in the amount of consumer spending could reduce our sales, and cause a decrease in the sales of higher-margin products and services, which could reduce profitability and, in each case, could have a material adverse effect on our business, financial condition and results of operations.

The industry we operate in is very competitive with significant competition from traditional department stores, specialty men’s clothing stores, online retailers, online rental stores and outlet stores, and if we are unable to compete effectively on price and convenience across our omnichannel platform, we may lose market share, which could materially and adversely impact our business, financial condition and results of operations.

The apparel industry is very competitive. We compete with traditional department stores, specialty clothing stores, online retailers, online formalwear rental providers, off-price retailers, manufacturer-owned and independently-owned outlet stores, independently-owned formalwear rental stores, as well as their respective e-commerce channels. In addition, some of our primary competitors sell their products in stores that are located in the same trade areas as our stores, which results in competition for favorable site locations and lease terms in these trade areas. Increased competition or our failure to meet these competitive challenges could result in price reductions, increased marketing expenditures and loss of market share, any of which could have a material adverse effect on our business, financial condition and results of operations.

Further, changes in our competitors’ merchandising and operational strategies have had, and could continue to impact our sales and profitability. In particular, major competitors have, from time to time, sought to gain or retain market share by reducing prices or introducing additional products or services, requiring us to reduce prices on certain products or services and introduce new offerings in order to remain competitive. An inability to anticipate and timely respond to changes in consumer preferences or trends with respect to product and services offerings we provide could reduce our sales and profitability and harm our business. The success of our business depends, in part, on our ability to identify and predict evolving trends in demographics and consumer preferences, innovate, successfully develop and respond to these evolving trends by improving and repositioning our products or introduce new products. If changes in consumer preferences decrease the appeal of our offerings, or if we fail to otherwise positively differentiate our brand and customer experience from our competitors, it could have a material adverse effect on our business, financial condition and results of operations. In particular, external events may disrupt or change customer preferences and behaviors in ways we are not able to anticipate.

marketing, digital marketing, social media marketing, offline partnerships, direct mail and television advertising. We may not be able to successfully execute such initiatives to realize the intended benefits and growth prospects due to factors outside of our control, such as increased competition or deterioration of general economic conditions, thus limiting our ability to capitalize on business opportunities and expand our business. While our goal remains to increase the strength, recognition and trust in our brands by increasing our customer base and expanding our products, if in the future any of our current marketing channels becomes less effective, if we are unable to continue to use any of these channels, if the cost of using these channels significantly increases or if we are not successful in generating new channels, we may not be able to attract new customers or increase the activity of our existing members on our platform in a cost-effective manner. Also, if we are unable to accurately predict our customers’ preferred method of communication or their acceptance of our marketing initiatives, we could fail to drive sales growth. Our existing marketing platform is also an important driver of our growth, and some of our competitors may spend more for their marketing platforms or use different approaches than we do, which may provide them with a competitive advantage. Our competitors’ marketing programs may also resonate with consumers more than ours do. Our marketing platform, and changes to our marketing platform, may not generate the level of return on our investment outreach that we anticipate and we may not be able to develop or implement strategies effectively in rapidly evolving digital/social media channels, which may adversely impact some of our banners, segments or overall business. In addition, changes to our marketing platform or the advertising channels upon which we rely, including changes to third-party advertising platforms, may adversely affect our marketing efforts and results of operations. We may not be able to adequately anticipate, address or respond to such changes in a timely or cost-effective manner. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to manage our inventory effectively and accurately forecast demand for our products, our results of operations could be materially adversely affected.

We have made and continue to make investments in our supply chain management systems and processes that enable us to respond more rapidly to changes in sales trends and consumer demands and enhance our ability to manage inventory. However, there can be no assurance that we will be able to anticipate and respond successfully to changing consumer tastes and style trends or economic conditions and, as a result, we may not be able to manage inventory levels to meet future requirements. If we fail to accurately forecast demand, or our supply chain and logistics partners are unable to adjust to changes in demand, we may at times experience excess inventory levels or a shortage of product. Inventory levels in excess of consumer demand have resulted in, and may in the future result in, inventory write-downs and the sale of excess inventory at heavily discounted prices, as well as impact our ability to implement and execute profitable, competitive and effective pricing and promotional strategies, all of which could have a material adverse effect on our profitability and the reputation of our brands. If we underestimate consumer demand, we may not have sufficient inventories of product, which could result in lost revenues, as well as damage to our reputation, the reputation of our brands, and our relationships with customers and consumers.

We source a significant portion of our products from manufacturers located outside the U.S. and geopolitical tensions, growing uncertainty or changes to trade policies, tariffs, sanctions and import and export regulations may adversely affect our ability to source goods or cause our cost of goods to increase further, which could have a material adverse effect on our business, financial condition and results of operations.

We source a portion of our products from manufacturers located outside the U.S. As a result, factors that could harm our financial conditions and results of operations include, among other things:

•        political instability, civil strife or insurrection, or acts of terrorism, which disrupt trade with the countries where we operate or in which our contractors, suppliers or customers are located;

•        recessions in foreign economies;

•        infrastructure deficiencies, logistic and other challenges in managing our foreign operations;

•        financial instability, including bankruptcy or insolvency, of one or more of our major vendors, including our transportation providers and carriers;

•        imposition of new legislation or rules relating to imports that may limit the quantity of goods which may be imported into the U.S. from certain countries or regions;

•        changes in the U.S. customs procedures concerning the importation of apparel products, durable goods and accessories; including obligations associated with being an importer of record and monitoring and complying with all corresponding legal requirements;

•        imposition of new or higher duties, taxes, tariffs, quotas or other charges on imports, including the recent tariffs imposed or threatened to be imposed by the United States on foreign imports and any retaliatory actions taken by such countries;

•        delays in shipping due to port security considerations, labor disputes, change in fuel supply costs or other restrictions;

•        increased costs of raw materials (including cotton and other commodities), labor, fuel and transportation;

•        supply chain disruptions as a result of climate change;

•        issues relating to compliance with domestic or international labor standards which may result in adverse publicity;

•        volatile global economic, market or political environments, such as those related to ongoing conflicts in the Middle East, including the conflict involving Iran and any escalation or spillover effects like disruptions to regional shipping lanes, energy markets or commercial activity;

•        the fluctuation in the value of the U.S. dollar relative to the local currencies used by our manufacturers; and

•        increased difficulty in obtaining, maintaining, protecting and enforcing our intellectual property and similar proprietary rights in foreign jurisdictions.

The occurrence of one or more of these events has resulted, and could continue to result, in disruptions to our operations, which in turn have increased, and may continue to increase, our cost of goods sold, have decreased, and may continue to decrease, our gross profit, and/or may impact our ability to deliver products to our customers.

We rely on a network of global suppliers, primarily located in Asia. We estimate that our current suppliers located in Vietnam, Indonesia, Bangladesh and China represent approximately 24%, 14%, 11% and 11%, respectively, of our direct product sourcing spend during the fiscal year 2025. Geopolitical conflicts, tariffs, import duties and changes in trade regulations present ongoing risks to our business due to the global nature of our supply chain. We have experienced and anticipate continued supply chain challenges, cost volatility and consumer and economic uncertainty due to rapid changes in the geopolitical environment and global trade policies. While we have implemented and expect to continue to implement various mitigating actions, such factors, including tariff policy and subsequent fluctuations, have had an impact on our business and results of operations in fiscal year 2025, which we expect to continue in the longer term. In 2025, the United States imposed and modified certain tariffs, including those pursuant to the International Emergency Economic Powers Act of 1977 (“IEEPA”), and these additional tariffs were rescinded in February 2026 following a Supreme Court decision invalidating the use of IEEPA to authorize these tariffs. Although the U.S. government began rolling out a system in April 2026 to begin processing refund requests for certain affected entities, the availability, timing, and amount of any related refunds associated with payments of these duties remain uncertain and subject to further legal, regulatory, and administrative action. Significant uncertainty remains regarding how and when any refunds of IEEPA tariffs may be recovered.

In addition, while certain tariffs have been struck down, modified or replaced, other tariffs remain in effect, and additional tariff programs may be imposed in the future through various statutes and trade authorities. Further, changes to tariffs or trade restrictions increase the risk of non-compliance as a result of a failure of compliance systems to accurately monitor new or changing regulations, and actions we take to adapt to new tariffs or trade restrictions may increase risk or may cause us to modify our operations, which could be time-consuming and expensive and impact pricing of our merchandise, which could impact our sales, profitability and our reputation or cause us to forgo business opportunities.

We continue to analyze the impact of geopolitical uncertainty and tariffs, including import duties, on our business and actions we can take to mitigate against supply chain disruptions, trade policy shifts to offset our tariff and risk exposure over time. We cannot predict the ultimate impact of tariffs, including import duties, on our business in future periods, including our results of operations and cash flows, as there continues to be significant uncertainty regarding

the future of international trade agreements and ultimately the U.S. position on international trade. Geopolitical tension, including ongoing conflicts in the Middle East, and trade restrictions, including sanctions, tariffs, import duties, quotas, embargoes, safeguards, border shutdowns, escalating trade wars and customs restrictions, could impact inflation, increase the cost or reduce the supply of products available to us and to our vendors based in the United States and may require us to modify our supply chain organization or other current business practices or raise prices, any of which could have a material adverse effect on our business, financial condition and results of operations.

In addition, any escalation of hostilities in the Middle East, including any disruption to major shipping routes, ports or energy supplies, could further increase transportation and input costs, delay inventory movements and adversely affect consumer demand.

Our inability to successfully attract, train and retain qualified leaders and employees, and meet our labor needs while effectively managing our labor costs, could have an adverse effect on our business.

Our success is largely dependent on our ability to attract, train, manage and retain a strong management team and quality store and DC associates, including skilled store managers and qualified services personnel. There is a high level of competition for these employees, and our ability to meet our labor needs while controlling our labor costs is subject to numerous external factors, including unemployment levels, prevailing wage rates, changing demographics and changes in federal or state minimum wage rates. Our ability to operate our stores and expand our services, including our ability to offer high quality customer service, depends on our ability to attract and retain these personnel. Competition for qualified store management and services personnel could also require us to pay higher wages or other compensation to attract employees. Turnover, which has historically been higher among entry-level or part-time associates at our stores and DCs, increases the risk that associates will not have the training and experience needed to provide competitive, high-quality customer service. We must recruit new associates to fill entry level and part-time positions and at certain times, must hire sufficient numbers of seasonal talent. The availability and skill of associates may differ across markets in which we do business and in new markets we enter, and we may be unable to meet or manage our labor needs effectively. If we are unable to retain qualified associates or our labor costs increase significantly, it could have a material adverse effect on our business, financial condition and results of operations.

In addition, we depend on our senior management and other key executives who have substantial experience in our industry and their area of expertise. Competition for qualified personnel can be intense. If we are unable to effectively provide for the succession of key personnel, senior management and our executive officers, our business, financial condition and results of operations could be materially adversely affected.

Labor disputes and rising labor costs could have an adverse effect on our profits margins and our results of operations.

While currently union representation is limited to our manufacturing facility in New Bedford, Massachusetts, our DC in Hampstead, Maryland, and fewer than 1% of our retail stores, if we were to experience additional union organizing campaigns, our labor costs could increase and our business could be negatively affected by other requirements and expectations that could increase our costs, change our company culture, decrease our flexibility and disrupt our operations. There can be no assurances that our employees will not further unionize, which may subject us to additional requirements, expectations, actions or expenses, or that we will not encounter labor conflicts or strikes. Any labor disruptions could have a material adverse effect on our business, financial condition and results of operations.

Our business could be adversely affected by increased costs or interruption in delivery of the raw materials and other resources that are important to our business.

The raw materials used to manufacture our products are subject to availability constraints and price volatility caused by high demand for fabrics, catastrophic events, weather conditions, natural or manmade disasters, supply conditions, input costs, government regulations, economic climate, geopolitical conflict and other unpredictable factors. In addition, our transportation and labor costs are subject to price volatility caused by the price of oil, supply of labor, labor disputes, governmental regulations, economic climate, public health crises and other unpredictable factors. Increases in demand for, or the price of, raw materials, distribution services and labor, including federal and state minimum wage rates, could have a material adverse effect on our business, financial condition and results of operations.

The increase in the costs of wool and other raw materials significant to the manufacture of apparel and the costs of manufacturing could have a material adverse effect on our business, financial condition and results of operations to the extent they cannot be mitigated through price increases and relocation to lower cost sources of supply or other cost reductions. Additionally, we do not have any long-term agreements in place with fabric suppliers; therefore, there can be no assurance that any of such suppliers will continue to do business with us in the future. If a particular mill were to experience a delay due to fire or natural or manmade disaster and become unable to meet our supply needs, it could take a period of up to several months for us to arrange for and receive an alternate supply of such fabric.

In addition, import and export delays caused, for example, by an extended strike at the port of entry, could prevent third-party manufacturers as well as our U.S. tailored clothing factory from receiving fabric or other raw materials shipped by suppliers. Therefore, if there is an unexpected loss of a supplier of fabric or other raw materials or a long interruption in shipments from any fabric or other raw material supplier, including delays related to public health crises or geopolitical conflict, including the conflict involving Iran or related regional hostilities, or delays, shortages or cost increases resulting from disruptions to shipping lanes, fuel supplies or regional transportation infrastructure, our business, financial condition and results of operations may be materially adversely affected.

If we do not appropriately manage our store footprint and locations, or we fail to provide a compelling in-store shopping experience, including by investing in store refreshes, our financial conditions and results of operations may be adversely impacted.

We currently operate stores across the United States and Canada. Our ability to be successful with our store development efforts is dependent on various factors, some of which are outside our control, including:

•        the availability of store sites that offer attractive returns on our investment;

•        competition for those sites;

•        successfully negotiating with landlords to achieve acceptable lease terms and obtaining any necessary governmental, regulatory or private approvals;

•        construction costs and/or building material costs, which may be impacted by inflationary trends, including increasing tariffs and escalating trade wars;

•        product and labor availability to timely complete construction or remodels of stores;

•        our ability to attract and retain qualified store personnel;

•        changes in consumer shopping habits or decline in shopping center traffic in favor of e-commerce; and

•        our ability to invest sufficient capital to timely maintain and refresh existing stores in a manner that achieves appropriate returns on our investment.

To the extent we are unable to timely open new stores or maintain and refresh existing stores it could have a material adverse effect on our business, financial condition and results of operations.

Our growth strategy is dependent on a number of factors, any of which could strain our resources or delay or prevent the successful penetration into new markets.

Our growth strategy is dependent on a number of factors, including attracting new customers, converting new or existing customers into repeat customers and growing the spend per customer. Additional factors required for the successful implementation of our growth strategy and entry into new markets include, but are not limited to, opening new stores and remodeling existing ones, achieving target store economics, accurately forecasting consumer demand in various apparel categories, continuing to operate an effective omnichannel platform and implementing initiatives to improve our existing operations, obtaining desirable store locations, negotiating acceptable leases, completing projects on budget, supplying proper levels of merchandise, successfully hiring and training store managers and qualified services personnel and leveraging generative AI and similar tools and technologies (collectively, “AI”) that collect, aggregate and analyze data to assist in the development of our services and products and in the use of internal tools that support our business. In order to optimize profitability for new stores, we must secure desirable retail lease space when opening stores in new and existing markets. We must choose store sites, execute favorable real estate transactions on terms that are acceptable to us, hire competent personnel and effectively open and operate these new stores. We

historically have received landlord allowances for store build outs, which offset certain capital expenditures we must make to open a new store. If landlord allowances cease to be available to us in the future or are decreased, opening new stores would require increased capital outlays, which could adversely affect our ability to continue opening new stores.

While we believe the opportunity exists to open a substantial number of stores without competing with our existing stores, to the extent we open new stores in markets where we have existing stores, our existing stores in those markets may experience reduced net sales. Moving or expanding store locations and operating stores in new markets present competitive, merchandising and regulatory challenges where we have limited historical experience. Our planned growth may also require additional infrastructure for the development, maintenance and monitoring of those stores. In addition, if our current management systems and information systems are insufficient to support this expansion, our ability to open new stores and to manage our existing stores would be adversely affected. If we fail to continue to improve our infrastructure, we may be unable to implement our growth strategy or maintain current levels of operating performance in our existing stores.

Our growth plans will place increased demands on our financial, operational, managerial and administrative resources. These increased demands may cause us to operate our business less efficiently, which in turn could cause deterioration in the performance of our existing stores.

Executing our growth plans and achieving our objectives depends upon our ability to successfully execute against such plans and objectives. There can be no guarantee that these plans or objectives will result in improved results of operations and these plans or objectives could have a material adverse effect on our business, financial condition and results of operations.

The disruption of the relationship with or the loss of any of our key vendors or third-party service providers could have an adverse effect on our business, financial condition and results of operations.

We offer a broad and differentiated product assortment. If more of our third-party vendors were to make their products available to shoppers directly, in warehouse clubs and through other mass or general retailers, or if the brands currently available to such retailers were to gain market share at the expense of the differentiated brands we sell, it could have a material adverse effect on our business, financial condition and results of operations.

If we were required to replace any of our vendors, we can make no assurances that we will be able to find new qualified vendors who meet our standards, or that our current vendors will be able to accommodate our anticipated needs. It is also possible that a small number of our key vendors or suppliers could experience financial distress or insolvency, which could disrupt our supply chain and could have a material adverse effect on our business, financial condition and results of operations. In addition, we work with a number of vendors outside of the United States. Effective global sourcing of many of the products we sell is an important factor in our financial performance. We can make no assurances that our international vendors will be able to satisfy our requirements including, but not limited to, timeliness of delivery, acceptable product quality and accurate packaging and labeling. Any inability of our existing vendors to provide products meeting such requirements in a timely or cost-effective manner, including due to the recent tariffs imposed or threatened to be imposed by the United States on foreign imports and any retaliatory actions taken by such countries, could have a material adverse effect on our business, financial condition and results of operations. In addition, we have no material long-term supply commitments from our vendors, and any vendor could discontinue selling to us at any time.

Many factors relating to our vendors and the countries in which they are located are beyond our control, including the stability of their political, economic and financial environments, their abilities to operate in challenging economic environments or meet our standards and applicable U.S. and local legal requirements, the availability of labor and raw materials, natural and manmade disasters and epidemics, labor unrest, merchandise quality issues, currency exchange rates, geopolitical conflict, trade restrictions, transport availability and cost, inflation and other factors.

The failure of our vendors to adhere to our terms of engagement, including obligations to indemnify us and abide by applicable laws, could cause financial and reputational harm or disruption to our business.

Our business relies on third-party vendors to provide critical goods and services. If these vendors fail to comply with our terms of engagement, including, but not limited to, their obligations to indemnify us, timely provide us with products or services, maintain appropriate insurance, adhere to quality standards and comply with all applicable laws and regulations, we could face significant risks. Such non-compliance may result in financial losses, increased costs or

legal liabilities, including potential claims, fines or penalties. Furthermore, vendor non-compliance could disrupt our operations, delay the delivery of products or services, and damage our reputation with customers, business partners and regulators. Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.

The loss of, or disruption in, our DCs could result in delays in the delivery of merchandise to our stores.

We rely on our DCs to manage the receipt, storage, sorting, packing and distribution of our merchandise. As such, we depend on the overall effective management of our DC operations including adherence to shipping schedules and proper functioning of our information technology and inventory control systems. Events such as disruptions in operations due to fire or other catastrophic events (including severe weather such as hurricanes), government shutdowns, delays in customs clearances, software malfunctions, employee matters or shipping problems may result in delays in the delivery of merchandise to our stores or directly to customers. Although we have disaster recovery plans and maintain business interruption and property insurance, there can be no assurance that these plans will work as intended, that our insurance will be sufficient, or that insurance proceeds will be paid timely to us, in the event any of our DCs are damaged or shut down for any reason, or if we incur higher costs and longer lead times in connection with a disruption at one or more of our DCs. Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.

Shipping and logistics are a critical part of our rental business and our supply chain and any changes or interruptions in shipping or logistics operations could adversely affect our results of operations.

Our business relies on the successful management of reverse logistics needed to ingest, clean and restock returned items quickly and efficiently in order to offer them for rental or resale to other customers. If we are not able to maintain appropriate staffing levels or negotiate acceptable pricing and other terms with third-party vendors or they experience performance problems or other difficulties, our results of operations and customers’ experience could be negatively impacted.

We are also subject to risks of damage or loss during delivery by our shipping vendors. Customers who do not receive their orders in good condition or on time, or perceive our shipping promise as too slow, often become dissatisfied and even cease using our services, which may adversely affect our business and results of operations if the issues become persistent or impact a significant amount of customers.

System failures or other disruptions to our information and technology systems or in the operations of our third-party service providers could adversely impact our business, financial condition and results of operations.

The efficient operation of our business is dependent on our information and technology systems and those of our third-party service providers. In particular, we rely on our information and technology systems to effectively manage our financial and operational data, process payroll, manage the supply chain, maintain our in-stock positions, process customer transactions, operate our websites and operate our services business. We possess disaster recovery and business continuity capabilities for our key information and technology systems and take measures intended to prevent security breaches, unauthorized intrusions and computer viruses. However, these capabilities and measures may not be effective, and the failure of our information and technology systems to perform as designed due to, among other things, failure to manage disasters, security breaches, computer viruses or any other intrusion or interruption of our information and technology systems for a significant period of time could significantly disrupt our business.

We also use and rely on services from third parties, such as fulfillment and transportation services providers and credit card processors, financial management services providers, supply chain services providers and data storage services providers. If any of these services become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices, or for any other reason, our expenses could increase and our processes for managing sales of our offerings and supporting our customers could be impaired, any of which could have a material adverse effect on our business, financial condition and results of operations.

We continue to invest in our information and technology systems and information technology infrastructure. Enhancing or replacing our major financial or operational information systems could result in disruption of normal operating processes and procedures and have a significant impact on our ability to conduct our core business operations. It may also require us to divert resources to ensure that implementation is successful. We can make no assurances that

enhancing or replacing our information and technology systems will remain within estimated costs, that the systems will be implemented without material disruption, or that the systems will be as beneficial as predicted. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to update our technology and user interfaces to meet changing industry practices and customer expectations, it could adversely affect our ability to attract and retain customers, which could adversely impact our business, financial condition and results of operations.

Many of our customers shop or book services with us through our existing websites and digital platforms. Increasingly, customers are using computers, tablets and smart phones to engage with us. We must anticipate and meet our customers’ changing expectations while adjusting for technology investments and developments in our competitors’ operations through focusing on the building and delivery of a seamless customer experience. Any failure on our part to provide attractive, user-friendly and secure technology platforms that offer a wide assortment of merchandise and service bookings at competitive prices and in a manner that meets the changing expectations of online shoppers, and any failure to adapt to developments in online merchandising and related technology could place us at a competitive disadvantage, result in the loss of sales, harm our reputation with customers, have a material adverse impact on the growth of our business and have a material adverse impact on our business, financial condition and results of operations.

Our business is subject to seasonality.

Our sales and net earnings are subject to seasonal fluctuations and may vary by banner. We anticipate quarterly fluctuations to occur in our rental business due to the timing of our purchases, seasonality and other factors within or outside of our control, which may negatively impact our revenue. Our rental product revenues are heavily concentrated in the second and third quarters (prom and wedding season) while the fourth quarter is the seasonal low point. Because of these fluctuations, results for any quarter are not necessarily indicative of the results that may be achieved for the full year.

If we are unsuccessful in executing our omnichannel strategy, it could have a material adverse effect on our business, financial condition and results of operations.

We have invested and continue to invest in our omnichannel offerings and seamlessly integrating our digital and physical store operations for growth. Our investments in omnichannel capabilities requires substantial investments in technology and infrastructure and our investments may not be adequate or effective, and we may fail to grow our omnichannel sales. If we are unsuccessful in implementing our strategy, our market position, net sales, financial condition and results of operations could be adversely affected. In addition, the cost of investments in growing our omnichannel business may adversely impact our financial condition and results of operations. Furthermore, increased penetration of online and omnichannel sales may result in margin compression, as online sales typically carry lower margins than in-store sales, which could adversely affect our profitability. Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.

We are subject to cybersecurity risks and may incur increasing costs in an effort to minimize those risks. If we fail to protect the integrity and security of our information and technology systems or our confidential, proprietary or sensitive information, including customer and associate information, our business could be adversely affected.

Our business employs systems and websites designed for the secure storage and transmission of sensitive, proprietary or confidential information regarding our customers, associates, employees, suppliers and others, including personal identification information such as names, addresses, email addresses, telephone numbers and payment card information. For instance, we receive, retain and transmit certain sensitive personal information that our customers provide to purchase products or services, enroll in promotional programs, participate in our customer loyalty program or register on our websites or digital platforms or otherwise communicate to us. The increasing costs associated with the implementation, on-going operation of and investment in our information and technology systems and the various procedures and controls designed to monitor and mitigate security threats to such systems, and the costs of compliance with privacy and information security laws, regulations and standards, which are evolving and may be inconsistent between states within a country or between countries, could adversely impact our business.

Security breaches and similar incidents, as well as disruptions to our information and technology systems, including as a result of computer viruses, ransomware, “phishing” attempts, and other forms of social engineering, malware, malicious code, credential stuffing, distributed denial of service attacks, server malfunctions, software or hardware failures, natural or manmade disasters and cyber extortion, could expose us to a risk of loss, the unauthorized access to, alteration or misuse of, or other processing of confidential, proprietary or sensitive information (including personal information), litigation and potential liability, require us to expend additional resources related to the security of information systems, divert the attention of our management and disrupt our business. Although we have experienced such incidents in the past, no such incidents have been material, and there can be no guarantee that we will not experience any such incidents in the future. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently (including through the use of AI (as defined below)), are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states and nation-state-supported actors. Such threats may not immediately produce signs of intrusion, we may be unable to anticipate these attacks or to implement adequate preventative or remedial measures. Any such breach or similar incident or distribution could result in significant legal and financial exposure, damage to our reputation and potentially have an adverse effect on our business.

We may not have the resources or technical sophistication to anticipate or prevent rapidly-evolving types of cyberattacks. Attacks may be targeted at us, our customers and suppliers, or others who have entrusted us with information or who are storing information entrusted with us. Actual, suspected or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train associates and engage third-party experts and consultants. Advances in computer capabilities, including as a result of AI, new technological discoveries or other developments may result in the breach or compromise of the technology used or maintained by us to protect transactions or other sensitive data. In addition, data and security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships that result in the unauthorized release of personal or confidential information. Additionally, it may take considerable time for us to investigate and evaluate the full impact of cybersecurity incidents, particularly for sophisticated or widespread attacks. These factors may inhibit our ability to provide prompt, full and/or reliable information about the incident to our customers, associates, regulators and the public.

Cyberattacks or intrusions, including ransomware attacks, have become a significant threat vector in the retail industry, and our websites, which are increasingly important to our business, and the computer systems and operating systems on which they run, have in the past and may in the future also become subject to them. Those attacks could involve attempts to gain access to our websites to obtain, alter and/or make unauthorized use of customers’ or members’ payment information and related risks discussed below. Such attacks, if successful, can also create denials of service or otherwise disable, degrade or sabotage one or more of our websites and otherwise significantly disrupt our customers’ and members’ shopping experience on any of our websites. If we are unable to maintain the security of our websites and keep them operational within acceptable parameters, we could suffer loss of sales, reductions in traffic, reputational damage and deterioration of our competitive position and incur liability for the same, including for any damage to customers whose personal information is unlawfully obtained, any of which events could have a material adverse impact on our business and results of operations and impede the execution of our strategy for the growth of our business.

A disruption to or compromise of our data security or information technology systems or those of businesses we interact with that results in disruptions to our operations, or information related to our customers, associates or business being misused, deleted, altered or obtained by unauthorized persons could disrupt our operations, harm our brand and reputation, result in a loss of consumer confidence in us, and expose us to regulatory actions and claims from customers, financial institutions, payment card associations, government entities and other persons, any of which could adversely affect our business, financial condition and results of operations. In addition, we may incur significant costs and operational consequences in connection with investigating, mitigating, remediating, eliminating and putting in place additional tools and devices designed to prevent future actual or perceived security incidents, as well as in connection with complying with any notification or other obligations resulting from any security incidents. Because we do not control our third-party vendors, or the processing of data by our third-party vendors, our ability to monitor our third-party vendors’ data security is limited and we cannot ensure the integrity or security of the measures they take to protect and prevent the loss, alteration or misuse of our or our consumers’ data. As a result, we are subject to the risk that cyberattacks on, or other security incidents affecting, our third-party vendors may adversely affect our business even if an attack or breach does not directly impact our systems.

We use artificial intelligence in our business, and challenges with properly managing and complying with laws, rules and regulations applicable to its use could result in harm to our brand, reputation, business or customers and adversely affect our results of operations.

We are in the process of implementing solutions that use artificial intelligence, including machine learning, AI and similar tools and technologies that collect, aggregate and analyze data to assist in the development of our services and products and in the use of internal tools that support our business. Our AI-enabled capabilities are primarily delivered through third-party software-as-a-service (“SaaS”) platforms and application programming interface (“API”)-based tools that we customize and integrate into our operations. While we are not currently developing our own foundation models or broad proprietary AI platform, we may continue to evaluate and adopt third-party, proprietary and/or open-source AI technologies depending on the use case and may internally develop AI or machine-learning capability in the future to enhance our products and services. These applications may become increasingly important in our operations over time.

This emerging technology presents a number of risks inherent in its use. AI algorithms are based on machine learning and predictive analytics and may create material performance problems, undetected defects or errors, including accuracy issues, unintended biases and discriminatory outcomes, that could harm our brand, reputation, business or customers. Additionally, no assurance can be made that the usage of AI will assist us in being more efficient or offset the costs of its implementation. Further, dependence on AI without adequate safeguards to make certain business decisions may introduce additional operational vulnerabilities by producing inaccurate outcomes, recommendations or other suggestions based on flaws in the underlying data or other unintended results. Our competitors or other third parties may incorporate AI into their business, services and products more rapidly or more successfully than us, which could hinder our ability to compete effectively and adversely affect our results of operations. Implementing the use of AI successfully, legally, ethically and as intended, will require significant resources. In addition, the use of AI may increase regulatory, cybersecurity and data privacy risks, such as intended, unintended or inadvertent transmission of proprietary or sensitive information. There is also uncertainty around the validity and enforceability, as well as the nature, of our rights in intellectual property that is created in connection with our use, development and employment of AI. In addition, our use of AI could unintentionally infringe, misappropriate or otherwise violate the intellectual property rights of third parties. Because we rely on third-party AI vendors and service providers, we are also subject to the risks associated with the products and services of others, including the risk that such vendors experience service disruptions, modify or discontinue their offerings, increase their pricing, impose unfavorable terms, or fail to maintain the quality, accuracy or security of their AI solutions. We may have limited control over the data practices, algorithms and outputs of these third-party AI tools, which could expose us to unforeseen liabilities or reputational harm.

The technologies underlying AI and their use cases are rapidly developing, and it is not possible to predict all of the legal, operational or technological risks related to the use of AI. New AI initiatives, laws and regulations are rapidly emerging and evolving, they have been implemented across several foreign jurisdictions and at the state and local level creating a patchwork of regulatory frameworks and what they ultimately will look like in the aggregate remains uncertain, and our obligation to comply with them could entail significant costs, negatively affect our business or limit our ability to incorporate certain AI capabilities into our business. We may not be able to adequately anticipate or respond to these evolving laws and regulations, and we may need to expend additional resources to adjust our offerings in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions. Moreover, because these technologies are themselves highly complex and rapidly developing, it is not possible to predict all of the legal or regulatory risks that may arise relating to our use of such technologies. Further, the cost to comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations.

As the utilization of AI becomes more prevalent, we anticipate that it will continue to present new or unanticipated ethical, reputational, technical, operational, legal, competitive and regulatory issues, among others. We expect that our incorporation of AI in our business will require additional resources, including the incurrence of additional costs, to develop and maintain our products and solutions and features to minimize potentially harmful or unintended consequences, to comply with applicable and emerging laws and regulations, to maintain or extend our competitive position, and to address any ethical, reputational, technical, operational, legal, competitive or regulatory issues which may arise as a result of any of the foregoing. As a result, the challenges presented with our use of AI could adversely affect our business, financial condition and results of operations.

We are subject to risks related to online payment methods.

We currently accept payments using a variety of methods, including credit, debit and gift cards, and may offer new payment options over time. These payment options subject us to additional regulations, compliance requirements, fraud and other risks. For certain payment methods, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We are also subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard (“PCI DSS”) and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. Failure to comply with PCI DSS or to meet other payment card standards may result in the imposition of financial penalties or the allocation by the card brands of the costs of fraudulent charges to us.

Furthermore, as our business changes, we may be subject to different rules under existing standards, which may require new assessments that involve additional costs for compliance. In the future, as we offer new payment options to consumers, including by way of integrating emerging mobile and other payment methods, we may be subject to additional regulations, compliance requirements and fraud. If we fail to comply with the rules or requirements of any provider of a payment method we accept, if the volume of fraud in our transactions limits or terminates our rights to use payment methods we currently accept, or if a data breach occurs relating to our payment systems, we may, among other things, be subject to fines, legal proceedings or higher transaction fees and may lose, or face restrictions placed upon, our ability to accept credit card payments from consumers or facilitate other types of online payments. If any of these events were to occur, our business, financial condition and results of operations could be materially and adversely affected.

We have previously received, and could continue to receive, orders placed with fraudulent data. Bad actors have exploited, and may continue to exploit, stolen data from data breaches unrelated to us, which may increase the number of orders placed with fraudulent data. If we are unable to detect or control fraud, our liability for these transactions could adversely affect our business, financial condition and results of operations.

Risks and costs associated with our leasehold property portfolio and our inability to obtain financing could have a negative impact on our cash flow required to fund our planned operations and execute on our growth strategy.

To fund our currently planned operations and execute on growth initiatives, we will need significant amounts of cash from operations, including funds to pay our lease obligations, remodel and build out new stores, purchase inventory, service our debt, pay personnel and further invest in our infrastructure and facilities. In particular, payments under the operating leases associated with our stores and our distribution facilities account for a significant portion of our operating expenses. Our ability to close stores or make other changes to our store fleet are limited by the terms of our existing leases.

Our substantial lease obligations could have significant negative consequences, including:

•        requiring that a substantial portion of our available cash be applied to pay our rental obligations, thus reducing cash available for other purposes;

•        increasing our vulnerability to general adverse economic and industry conditions;

•        limiting our flexibility in planning for or reacting to changes in our business or in the industry in which we compete; and

•        limiting our ability to obtain additional financing.

Any of these consequences could place us at a disadvantage with respect to our competitors. We depend on cash flow from operations to pay our lease expenses and to fulfill our other cash needs. If our business does not generate sufficient cash flow from operations to fund these activities or we experience working capital leverage deterioration, and sufficient funds are not otherwise available to us under our existing debt facilities, we may need additional equity or debt financing. If such financing is not available to us on satisfactory terms, our ability to run and expand our business or to respond to competitive pressures would be limited and we could be required to delay, significantly curtail or eliminate planned investments to grow our business.

We are subject to risks associated with owning and leasing substantial amounts of real estate.

We own or lease substantial amounts of real estate, primarily our retail stores, and many of the stores we own are subject to leases. Accordingly, we are subject to all of the risks associated with owning and leasing real estate. In particular, the value of the relevant assets could decrease or costs to operate stores could increase, in either case

because of changes in the supply or demand of available store locations, demographic trends or the overall investment climate for real estate. Due to the fact that we generally cannot cancel our leases at our option without incurring potentially significant exit costs, we could be required to continue to maintain, operate and make lease payments on a store that no longer meets our performance expectations, requirements or current operating strategies. If we determine that it is in our interest to close, downsize or relocate a store, there is no assurance that we will be able to successfully negotiate such actions with our landlord(s) and we may incur significant termination and exit costs as well as lost sales. We believe that we have been able to lease real estate on favorable terms, but there is no guarantee that we will be able to continue to negotiate these terms in the future. If we are not able to enter into new leases or renew existing leases on terms acceptable to us, our business and results of operations could be adversely affected.

We occasionally seek to grow our business through acquisitions of or investments in new or complementary businesses, products or services or through strategic alliances, and the failure to successfully identify these opportunities, manage and integrate these acquisitions, investments and alliances or to achieve an adequate return on these investments could have an adverse effect on us.

We have completed acquisitions in the past and may pursue expansion and acquisition opportunities we believe to be complementary to our business. Acquisitions may result in difficulties in assimilating acquired companies and may result in the diversion of our capital and our management’s attention from other business issues and opportunities. We may not be able to successfully integrate operations that we acquire, including their personnel, financial systems, distribution, operations and general operating procedures. If we are unable to manage acquisitions, investments or strategic alliances, or integrate any acquired businesses, services or technologies effectively, we may not realize the expected benefits from the transaction relative to the consideration paid, and our business, financial condition and results of operations may be adversely affected. Also, while we employ several different methodologies to assess potential business opportunities, the new businesses may not meet or exceed our expectations, and therefore, affect our financial performance. Additionally, acquisitions and other transactions may be subject to regulatory challenges from antitrust or other regulatory authorities that may be lengthy and/or costly and may ultimately block, delay or impose conditions (such as divestitures, ownership or operational restrictions or other structural or behavioral remedies) on the completion of transactions or the integration of acquired operations.

From time to time, we may also make strategic investments, which typically involve many of the same risks posed by acquisitions, or from strategic alliances. Strategic alliances have the added risk that our strategic alliance partners may have economic, business, or legal interests or objectives that are inconsistent with our interests and objectives.

We may also be unsuccessful in identifying and evaluating business, legal or financial risks or any unknown liabilities as part of the due diligence process associated with a particular transaction. Furthermore, acquired entities or businesses may have differing or inadequate controls, procedures or policies, including those related to financial reporting, disclosure, practice management, handling of controlled substances and cyber and information security, which could expose us to additional risks and potentially increase anticipated costs or time to integrate the business. In addition, some investments may result in the incurrence of debt or may have contingent consideration components that may require us to pay additional amounts in the future in relation to future performance results of the subject business. If we do enter into agreements with respect to these transactions, we may fail to complete them due to factors such as failure to obtain regulatory or other approvals. We may be unable to realize the full benefits from these transactions, such as increased net sales or enhanced efficiencies, within the timeframes that we expect, or at all. These events could divert attention from our other businesses and could have a material adverse effect on our business, financial condition and results of operations. Any future acquisitions also could result in the incurrence of additional debt or the assumption of contingent liabilities.

Failure to comply with international, federal and state laws, rules and regulations relating to privacy, data protection, cybersecurity, advertising and consumer protection, and the expansion of current or the enactment of new laws, rules or regulations relating to privacy, data protection, cybersecurity, advertising and consumer protection, could adversely affect our business, financial condition and results of operations.

We rely on a variety of marketing techniques, including email and social media marketing and postal mailings, and we are subject to various laws and regulations that govern such marketing and advertising practices. For instance, one of the ways we track consumer data and interactions for marketing purposes, as well as advertise certain employment or independent contractor opportunities, is using third-party “cookies” and similar online tracking technologies. In

addition, we also collect, store and transmit customer and employee personal information, such as employees’ health information for certain reasons, including administering employee benefits, accommodating disabilities and injuries, complying with public health requirements and maintaining employee safety in the workplace.

A variety of international, federal and state laws, rules and regulations govern the collection, use, retention, sharing, security and other processing of personal data, including consumer and employee data. For example, we are subject to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”), which, among other things, requires companies that process information on California residents to make new disclosures to individuals about their data collection, use and sharing practices, allows individuals to opt out of certain data sharing with third parties and provides a new cause of action for data breaches. The CCPA provides for fines and allows private litigants affected by certain data breaches to recover significant statutory damages. Similar laws have been enacted or are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future. Moreover, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach. Additionally, certain international laws, such as Canada’s Personal Information Protection and Electronic Documents Act of 2000, impose strict requirements for processing personal information.

Such laws, rules and regulations are rapidly evolving and subject to potentially differing interpretations, which may be inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, requirements and obligations. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any international, federal or state privacy or data protection-related laws, regulations, rules, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, liabilities, proceedings or actions against us by governmental entities, customers, suppliers or others, or may require us to change our operations and/or cease using certain data sets. Any such claims, proceedings or actions could hurt our reputation, brand and business, force us to incur significant expenses in defense of such proceedings or actions, distract our management, increase our costs of doing business, result in a loss of customers and suppliers and result in the imposition of monetary penalties. We may also be contractually required to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any laws, regulations or other legal obligations relating to privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business.

Federal and state governmental authorities also continue to evaluate the privacy implications inherent in the use of third-party cookies and other methods of online tracking (such as pixels, tags and beacons) for behavioral advertising and other purposes. For example, the U.S. government and various states have enacted, have considered or are considering legislation or regulations that significantly restrict the ability of companies and individuals to engage in these activities, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. In addition, private litigants have claimed the use of these tracking methodologies invades their privacy, violates privacy or other laws, rules or regulations, or constitutes an unfair business practice. Additionally, some providers of consumer devices and web browsers have implemented, or announced plans to implement, means to make it easier for internet users to prevent the placement of cookies or to block other tracking technologies, which could, if widely adopted, result in the use of third-party cookies and other methods of online tracking becoming significantly less effective, including for behavioral advertising and recruiting purposes. The regulation of the use of these cookies and other current online tracking, recruiting and advertising practices or a loss in our ability to make effective use of services that employ such technologies could impact our analytics and advertising activities, increase our costs of operations and/or recruitment and limit our ability to acquire new customers and/or staff on cost-effective terms and consequently, materially and adversely affect our business, financial condition and results of operations.

Additionally, the Federal Trade Commission and many state attorneys general have interpreted existing federal and state consumer protection laws to impose evolving standards for the collection, use, dissemination, other processing and security of other personal data. Each of these privacy, security and data protection laws and regulations, and any other such changes or new laws or regulations, could impose significant limitations, require ongoing changes to our business, impose fines and other penalties or restrict our use or storage of personal information, which would increase

our compliance expenses and make our business more costly or less efficient to conduct. Any such changes could compromise our ability to develop an adequate marketing strategy and pursue our growth strategy effectively, which, in turn, could have a material adverse effect on our business, financial condition and results of operations.

Changes in existing or new laws and regulations or regulatory enforcement priorities and compliance landscape could adversely affect our business.

Laws and regulations at the local, regional, state, federal and international levels change frequently, and the changes can impose significant costs and other burdens of compliance on our business and our vendors. Any changes in regulations, the imposition of additional regulations or the enactment of any new legislation that affects our business, including those related to customs, truth-in-advertising, securities, EHS, sustainability-related disclosures, consumer protection, data privacy, the use of AI technology, general privacy, health information privacy, identity theft, online privacy, general employment, employee health and safety, minimum wages, unsolicited commercial communication and zoning and occupancy laws, as well as ordinances that regulate retailers generally and/or govern the importation, intellectual property, promotion and sale of merchandise and the operation of retail stores, digital operations and DCs could have an adverse impact, directly or indirectly, on our financial condition and results of operations. If these laws and regulations were to change, or were violated by our management, associates, suppliers, vendors or other parties with whom we do business, the costs of certain merchandise could increase, or we could experience delays in shipments of our merchandise, be subject to fines or penalties, temporary or permanent store closures, or increased regulatory scrutiny or suffer reputational harm, which could reduce demand for our merchandise and adversely affect our business and results of operations. In addition, changes in enforcement priorities by governmental agencies charged with enforcing existing laws and regulations can increase our cost of doing business.

Laws and regulations at the local, state, federal and various global levels frequently change, and the ultimate cost of compliance cannot be precisely estimated. Changes in the legal or regulatory environment affecting responsible sourcing, supply chain transparency, trade, anti-bribery and anti-corruption practices, or EHS and sustainability-related matters, among others, may result in increased compliance costs for us and our business partners. Additionally, we may face regulatory challenges in complying with applicable global sanctions and trade regulations and reputational challenges with our consumers and other stakeholders if we are unable to sufficiently verify the origins of material sourced for the manufacture of our products. Given varying and uncertain interpretations of applicable laws and regulations and the fact that the laws and regulations are enforced by the courts and by regulatory authorities with broad discretion, we can make no assurances that we would be found to be in compliance in all jurisdictions. We also could be subject to costs, including fines, penalties, or sanctions and third-party claims as a result of violations of, or liabilities under, the above-referenced laws and regulations.

We are subject to risks related to compliance with, and liabilities under, EHS and sustainability-related matters, laws, regulations and expectations.

We are subject to various federal, state, local and foreign EHS laws and regulations that, among other matters, (i) regulate the use, emissions or disposal of certain hazardous substances, including in our manufacturing, vehicle fleets and dry-cleaning operations, (ii) impose liability for remediation of, and damages to natural resources from, hazardous substances, and (iii) regulate workplace safety. Compliance with these laws and regulations could increase our and our third-party manufacturers’ costs and impact the availability of materials required for our products. Violation of these laws and regulations may subject us to significant fines, penalties or other costs or liabilities, cessations of our activities and other sanctions, which could negatively impact our results of operations. In addition, we could be strictly, jointly and severally responsible for the investigation and remediation of environmental conditions at our currently or formerly owned, leased or operated sites and third-party sites where we have sent wastes, as well as for natural resource damages, third-party property damage or personal injury. Since we own, lease or operate numerous facilities, from time to time, we have incurred, are currently incurring and in the future may incur, costs or liabilities relating to investigating and remediating contamination, including from dry-cleaning operations. We cannot assure you that we will not incur any material environmental costs or liabilities in connection with such site or other matters.

There is continued focus from various stakeholders and regulatory authorities in the United States and other jurisdictions in which we do business, on sustainability-related matters. Stakeholders’ expectations are not uniform, and proponents and opponents of various sustainability-related matters have increasingly resulted in a range of

activism, varying expectations, and legal and regulatory developments. If we do not succeed in meeting, or are perceived as failing to meet, stakeholders’ expectations, whether in support of or against sustainability-related matters or if we do not effectively respond to new or revised legal, regulatory or reporting requirements concerning such matters, we may be subject to litigation risks, regulatory enforcement and sanctions, and suffer reputational damage, among other potential impacts. New, increasingly stringent, revised or conflicting sustainability-related laws, regulations and expectations, including related to extended producer responsibility, may increase compliance burdens and costs for us and for third parties throughout our global supply chain. The apparel industry in particular is impacted by increasing sustainability-related regulation and changing consumer preferences, including shifts towards sustainable products and fashion. Failure on our part to forecast and respond timely to such regulation and changes could adversely impact our business and results of operations.

Failure to obtain, maintain, protect and enforce our intellectual property and proprietary rights could adversely impact our business, including subjecting us to claims from third parties, which could adversely affect our business and limit our ability to introduce new products or expand our branded product offerings.

Our trademarks, service marks, copyrights, domain names and other intellectual property and proprietary rights are valuable assets that are critical to our success. The unauthorized use or reproduction or other infringement, misappropriation or violation of our intellectual property and proprietary rights could diminish the value of our brands or goodwill and cause a decline in our revenue or results of operations. We rely on a combination of intellectual property laws, contractual arrangements, and internal policies and procedures to protect our intellectual property and proprietary rights.

We rely on our trademarks, trade names and brand names to distinguish our products from the products of our competitors, and have registered or applied to register many of these trademarks. We cannot assure you that our trademark applications will be approved. Third parties have in the past and in the future may oppose our trademark applications, or dilute, challenge or use of or otherwise violate our trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition, and could require us to devote resources to developing, advertising and marketing new brands. If our trademarks are not adequately protected, or if we are unable to successfully register our trademarks and establish name recognition based on our trademarks, we may not be able to compete effectively and our business may be adversely affected. Further, we cannot assure you that competitors will not infringe our trademarks or otherwise adopt trademarks similar to ours, or that we will have adequate resources to maintain and enforce our trademarks.

Significant resources may be required to monitor and protect our intellectual property rights. The steps that we take to protect our intellectual property and other proprietary rights may be inadequate to deter or prevent infringement, misappropriation or other violation, and we may need to resort to litigation in the future to enforce our intellectual property and proprietary rights. Any such litigation could result in substantial costs and a diversion of resources and may not be successful, even when our rights have been infringed, misappropriated or otherwise violated. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the ownership, scope, validity and enforceability of our intellectual property rights. Third parties may also separately challenge the validity and enforceability of our intellectual property in administrative and other legal proceedings. An adverse determination of any litigation proceedings could put our intellectual property at risk of being invalidated, deemed unenforceable or reduced in scope. Furthermore, because of the substantial amount of discovery that may be required in connection with intellectual property litigation, there is a risk that some of our proprietary or confidential information could be compromised by disclosure during this type of litigation.

In addition, protecting our intellectual property and proprietary rights outside the United States could be time-consuming and costly, and the local laws and regulations outside the United States may not fully protect our rights in such intellectual property and proprietary rights. Further, we may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property or proprietary rights. If we are unable to obtain, maintain, protect and enforce our intellectual property and proprietary rights, including our proprietary brands, we could suffer a negative effect on our business, financial condition and results of operations.

Moreover, we have licensed, and may license in the future, intellectual property rights, including trademarks, from third parties, and the licenses we receive to such intellectual property rights may not provide exclusive rights in all territories in which we may wish to develop or commercialize branded products and may impose obligations on us in exchange for our rights to use the licensed intellectual property. If we violate the terms of a license agreement, the corresponding licensor may have the right to terminate our license. Even if we comply with all the terms of a license agreement, we cannot guarantee that we will be able to renew an agreement when it expires even if we desire to do so. The failure to maintain or renew our material license agreements could result in a loss of revenue and negatively impact our results of operations.

We may be subject to claims from third parties that we are infringing on, misappropriating or otherwise violating their intellectual property or proprietary rights.

Although we have been subject to claims or legal proceedings regarding alleged infringement, misappropriation or other violation by us of the intellectual property and other proprietary rights of third parties in the past, no such claims or legal proceedings have been material, and there can be no guarantee that we will not be subject to any such claims or legal proceedings in the future. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against us or the payment of substantial damages as well as litigation costs. Any payments we are required to make and any injunctions we are required to comply with as a result of such actions could adversely affect our business, financial condition and results of operations. We may need to obtain licenses from, or enter into royalty arrangements with, third parties who allege that we have infringed, misappropriated or otherwise violated their rights, but such licenses or arrangements may not be available on terms acceptable to us or at all. In addition, we may not be able to obtain or utilize on terms that are favorable to us, or at all, licenses or other rights with respect to intellectual property or proprietary rights we do not own. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims. The defense costs and settlements for intellectual property infringement lawsuits may not be covered by insurance, and may not be adequate to indemnify us for all liability that may be imposed. Intellectual property infringement lawsuits can take years to resolve. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on our business, financial condition or results of operations.

Our international operations may result in additional market risks, which may harm our business.

We operate stores and maintain certain support functions outside of the United States and source many of our products internationally. As these operations grow, they may require greater management and financial resources. International operations require the integration of personnel with varying cultural and business backgrounds and an understanding of the relevant differences in the cultural, legal and regulatory environments. Our results may be increasingly affected by the risks of our international activities, including:

•        fluctuations in currency exchange rates, as a result of our operations in Canada;

•        changes in international staffing and employment issues or laws;

•        the imposition of taxes, duties, tariffs or other trade barriers;

•        shipping delays;

•        greater difficulty in establishing, utilizing, maintaining, protecting and enforcing our intellectual property rights;

•        failure to understand the local culture and market;

•        the burden of complying with foreign laws, including regulatory regimes, tax laws, privacy laws and financial accounting and reporting standards;

•        political and economic instability and developments;

•        issues or disputes arising with our partners, if any, in such operations; and

•        the risk that a health epidemic, pandemic or similar outbreak or natural or manmade disaster or extreme weather event causes disruptions in any country where we have, or rely on, significant employee presence, facilities or critical operations, thereby impairing our ability to manage day-to-day operations and service our customers, increasing our costs of operations and resulting in potential losses in revenue.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We are subject to taxes by the U.S. federal, state and local and non-U.S. tax authorities, and our tax liabilities will be affected by the allocation of expenses to differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•        changes in the valuation of our deferred tax assets and liabilities;

•        expected timing and amount of the release of any tax valuation allowances;

•        tax effects of stock-based compensation; and/or

•        changes in tax laws, regulations or interpretations thereof.

From time to time, U.S. tax authorities, including state and local governments, and non-U.S. tax authorities consider legislation that, if enacted, could have a material effect on our effective tax rate. For example, the recently passed One Big Beautiful Bill Act of 2025 (“OBBBA”) contains numerous tax reforms, the current and future effects of which we are in the process of evaluating. It is possible that these changes may result in a material impact on our business and results of operations.

In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal, state and local and non-U.S. taxing authorities. Outcomes from these audits could have a material adverse effect on our business, financial condition and results of operations.

We may incur costs associated with litigation and other events such as natural or manmade disasters and our insurance may not be sufficient to cover damages related to those claims.

From time to time, we or our subsidiaries are involved in individual lawsuits, class actions and/or other claims arising in the ordinary course of business, including those related to federal or state wage and hour laws, product liability, consumer protection, advertising, employment, intellectual property, data privacy, franchise, tort and other matters. We may also be subject to lawsuits, class actions and/or claims relating to the design, manufacture or distribution of our proprietary brand products. In addition, since we send short message service, or SMS, text messages to customers, the actual or perceived improper sending of text messages may subject us to liabilities or claims relating to consumer protection laws. Numerous class-action suits under federal and state laws have been filed in recent years against companies who conduct SMS texting programs, with many resulting in multimillion-dollar settlements to the plaintiffs. Even an unsuccessful challenge of our SMS texting practices by our customers, regulatory authorities, or other third parties could result in negative publicity and could require a costly response from and defense by us.

We may incur losses relating to claims filed against us, including costs associated with defending against them, and there is risk that any such claims or liabilities will not be covered by existing insurance policies, will exceed our insurance coverage or will affect our ability to retain adequate liability insurance in the future. Insurance costs continue to be volatile and are affected by natural catastrophes, threat of terrorism, the litigation environment and fiscal viability of insurers. We believe that obtaining commercial insurance coverage is prudent for risk management and insurance costs may increase substantially in the future. In addition, for certain types or levels of risk, such as risks associated with natural or manmade disasters and adverse weather events, such as earthquakes, hurricanes, extreme weather events, including those exacerbated by climate change or terrorist attacks, we may determine that we cannot obtain commercial insurance at acceptable prices. Therefore, we may choose to forgo or limit our purchase of relevant commercial insurance, choosing instead to self-insure one or more types or levels of risks. We maintain provisions for losses related to certain self-insured risks that are based upon independent actuarially determined estimates. We also maintain stop-loss coverage to limit the exposure related to certain other risks. The assumptions underlying the ultimate costs of existing claim losses are subject to a high degree of unpredictability, which can affect the liability recorded for such claims. Similarly, changes in legal trends and interpretations, as well as a change in the nature and method of how claims are settled, can impact ultimate costs. Any changes in these variables could have a considerable effect upon future claim costs and currently recorded liabilities and could have a material impact on our consolidated financial statements.

Inflation has adversely impacted, and could continue to adversely impact, our financial condition and results of operations.

Sustained or increasing inflation, the imposition of tariffs and fluctuations in foreign currency exchange rates present significant risks to our business, financial condition and results of operations. Inflation in the United States remained elevated throughout fiscal year 2025 due to a multitude of factors, including elevated costs of product inputs and transportation costs, increased labor costs and spending of excess savings, among other factors. We have experienced inflationary pressures in certain areas of our business, including with respect to employee wages and the cost of merchandise, and it has become increasingly difficult to mitigate such pressures through price increases. We cannot predict any future trends in the rate of inflation, tariffs or associated increases in our operating costs and how that may impact our business. To the extent we are unable to recover higher operating costs resulting from inflation, tariffs or otherwise mitigate the impact of such costs on our business, our revenue and gross margins could decrease, and our financial condition and results of operations could be adversely affected.

Changes in laws, accounting standards, and subjective assumptions, estimates and judgments by management related to complex accounting matters or impairments of goodwill and other intangible assets could significantly affect our financial results.

Accounting principles generally accepted in the United States and related accounting pronouncements, implementation guidelines, and interpretations with regard to a wide range of matters relevant to our business are highly complex, continually evolving and involve many subjective assumptions, estimates and judgments by us. Changes in these rules or their interpretation, or changes in facts, underlying assumptions, estimates or judgments by us could significantly impact our reported or expected financial results.

Risks Related to This Offering and Ownership of Our Common Stock

Our Principal Stockholder controls us and its interests may conflict with ours or yours in the future.

Immediately following the completion of this offering and the application of net proceeds therefrom, our Principal Stockholder will beneficially own approximately            % of our outstanding common stock (or            % if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders). Moreover, in connection with this offering, we intend to enter into a Director Nomination Agreement (the “Director Nomination Agreement”) with our Principal Stockholder, pursuant to which it will have the right to designate a number of nominees to serve as directors on our board of directors, as follows: (i) three directors, so long as our Principal Stockholder continues to beneficially own shares of our common stock representing at least 50% of the voting power of our capital stock, (ii) two directors, so long as our Principal Stockholder continues to beneficially own shares of our common stock representing at least 25% of the voting power of our capital stock (but less than 50% of the voting power of our capital stock), and (iii) one director, so long as our Principal Stockholder continues to beneficially own shares of our common stock representing at least 10% of the voting power of our capital stock (but less than 25% of the voting power of our capital stock), subject to proportional increase if the number of directors serving on our board of directors shall be increased to more than seven directors. As such, our Principal Stockholder will have the ability to exercise control over substantially all transactions and other matters requiring approval by our stockholders, including the election of directors, for so long as it owns a majority of the voting power of shares of our capital stock. In addition, for so long as our Principal Stockholder has the right to designate a nominee for director pursuant to the Director Nomination Agreement, our Principal Stockholder shall also have the right to have one of its designees serve as a member and Chair of the Compensation and Organizational Development Committee (the “Compensation Committee”), subject to compliance with applicable law, Company policies and stock exchange rules, and to designate a non-voting board of directors observer. See “Certain Relationships and Related Party Transactions — Agreements to be Entered in Connection with this Offering — Director Nomination Agreement” and “Description of Capital Stock.”

Even when our Principal Stockholder ceases to own shares of our capital stock representing a majority of the total voting power, for so long as our Principal Stockholder continues to own a significant percentage of our common stock, it will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval through its voting power. Accordingly, for such period of time, our Principal Stockholder will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as our Principal Stockholder continues to own a significant percentage of our common stock, our Principal Stockholder will be able to cause or prevent a change of

control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of our common stock as part of a sale of our company and ultimately might adversely affect the market price of our common stock.

Our amended and restated certificate of incorporation will not limit the ability of our Principal Stockholder to compete with us, and they and certain of our directors may have investments in businesses whose interests conflict with ours.

Our Principal Stockholder and its affiliates engage in a broad spectrum of activities, including investments in businesses that may compete with us. In the ordinary course of its business activities, our Principal Stockholder and its affiliates may engage in activities in which their interests conflict with our interests or those of our stockholders. Our amended and restated certificate of incorporation provides that none of our Principal Stockholder, any of its affiliates or any of our directors who are not employed by us (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. See “Description of Capital Stock — Conflicts of Interest.” Our Principal Stockholder and its affiliates may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, our Principal Stockholder may have an interest in our pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to us and our stockholders.

Upon the listing of our common stock on Nasdaq, we will be a “controlled company” within the meaning of the Nasdaq corporate governance standards and, as a result, will qualify for exemptions and relief from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After completion of this offering, the Principal Stockholder will beneficially own approximately            % of our outstanding shares of common stock (or            % if the underwriters exercise in full their option to purchase additional shares of common stock from the selling stockholders). As a result, we will be a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” may elect not to comply with certain corporate governance requirements, including those which require, within one year of the date of the listing of our common stock a majority of our board of directors consist of independent directors; our board of directors have a compensation committee that is comprised entirely of independent directors; and our board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors. We may rely on the “controlled company” exemption. Accordingly, if we choose to do so, you will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. See “Management — Controlled Company Exemption.”

We have a substantial amount of indebtedness, which could adversely affect our financial condition and ability to operate our business.

As of May 2, 2026, we had $1.1 billion of indebtedness outstanding under the credit agreements governing our amended ABL credit facility (the “ABL Facility”) and our senior secured term loan facility (the “Term Loan Facility” and, together with the ABL Facility, the “Credit Facilities”) and the Secured Notes Indenture. Our substantial indebtedness, combined with our other financial obligations and contractual commitments, could have important consequences for our business. For example, it could:

•        require us to dedicate a substantial portion of our cash flows from operations to debt service, thereby reducing the funds available for working capital, capital expenditures, operations and any future business opportunities;

•        limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

•        place us at a competitive disadvantage compared to our competitors that have less indebtedness;

•        increase our vulnerability to adverse general economic or industry conditions;

•        restrict our ability to obtain additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements and increase our cost of borrowing; and

•        result in an event of default if we fail to comply with the financial or other covenants contained in the Credit Facilities and the Secured Notes Indenture, which could accelerate the maturity of our indebtedness and permit the lenders to exercise remedies against the collateral securing our obligations.

Our ability to make scheduled payments on, or to refinance our obligations with respect to, our indebtedness will depend on our financial and operating performance, which, in turn, is subject to prevailing economic, financial, competitive and other factors, many of which are beyond our control. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, dispose of material assets or operations, seek additional debt or equity capital, or restructure or refinance our indebtedness. We may not be able to implement any such alternative measures on commercially reasonable terms or at all, and even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would have a material adverse effect on our business, financial condition, results of operations and prospects.

An active trading market for our common stock may never develop or be sustained.

We have applied to list our common stock on Nasdaq under the symbol “MENW”. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on that exchange or elsewhere or how liquid that market might become. An active public market for our common stock may not develop or be sustained after this offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you or at all. The initial public offering price for our common stock has been determined through negotiations among us, the selling stockholders and the representatives of the underwriters and may not be indicative of the market price of our common stock after this offering or to any other established criteria of the value of our business. If you purchase shares of our common stock, you may not be able to resell those shares at or above the initial public offering price.

You will experience immediate and substantial dilution in the net tangible book value of the shares of common stock you purchase in this offering.

The initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of our common stock immediately after this offering. If you purchase shares of our common stock in this offering, you will suffer immediate dilution of $            per share, representing the difference between the assumed initial public offering price of $            per share and our pro forma net tangible book value per share after giving effect to the sale of common stock in this offering at the assumed initial public offering price of $            per share. See “Dilution.”

You may be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions, or otherwise.

After this offering, we will have            shares of common stock authorized but unissued. Our amended and restated certificate of incorporation authorizes us to issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. Additionally, we have reserved an aggregate of            shares of common stock for issuance under the Tailored Brands, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”). Any common stock that we issue, including under the 2026 Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase common stock in this offering.

If we or our pre-IPO owners sell additional shares of our common stock after this offering or are perceived by the public market as intending to sell them, the market price of our common stock could decline.

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our common stock in

the future at a time and at a price that we deem appropriate. Upon completion of this offering, we will have a total of            shares of our common stock outstanding. All of the shares of our common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), by persons other than our “affiliates,” as that term is defined under Rule 144 of the Securities Act (“Rule 144”). See “Shares Available for Future Sale.”

We, our executive officers, our directors and stockholders owning substantially all of our common stock prior to this offering have agreed, subject to certain exceptions, not to dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of our common stock for 180 days from the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Jefferies LLC on behalf of the underwriters. See “Underwriting.” Upon the expiration of these lock-up agreements, all of such shares will be eligible for resale in the public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. We expect that our Principal Stockholder will continue to be considered an affiliate following the expiration of the lock-up period based on its expected share ownership. In addition, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Jefferies LLC, on behalf of the underwriters may, in their sole discretion, release all or some portion of the shares subject to the lock-up agreements prior to the expiration of the lock-up period.

Further, in connection with this offering, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of shares of our common stock issued or reserved for issuance under the 2026 Plan. Subject to the satisfaction of vesting conditions, the expiration of lock-up agreements and the requirements of Rule 144 under the Securities Act, shares registered pursuant to the registration statement on Form S-8 will be available for resale immediately in the public market without restriction.

In the future, we may also issue shares of our common stock in connection with investments or acquisitions. The number of shares of our common stock (or securities convertible into or exchangeable for our common stock) issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of common stock. As restrictions on resale end, the market price of our shares of common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our common stock or other securities or to use our common stock as consideration for acquisitions of other businesses, investments or other corporate purposes.

We cannot predict the size of future issuances of our common stock or securities convertible into or exchangeable for our common stock or other securities, or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock.

The trading price of our common stock may be volatile, and you could lose all or part of your investment.

Shares of our common stock sold in this offering may experience significant volatility on Nasdaq. An active, liquid and orderly market for our common stock may not be sustained, which could depress the trading price of our common stock or cause it to be highly volatile or subject to wide fluctuations. The market price of our common stock may fluctuate or may decline significantly in the future, and you could lose all or part of your investment, and you may not be able to sell your shares at or above the purchase price. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

•        actual or anticipated changes in our results of operations or fluctuations in our results of operations, including possible changes due to the economy and market conditions, which could cause short-term swings in profit margins;

•        the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;

•        actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

•        announcements by our competitors of new offerings, products or services;

•        rumors and market speculation involving us or other companies in our industry;

•        announced or completed acquisitions by us or our competitors;

•        price and volume fluctuations in the overall stock market from time to time;

•        changes in operating performance and stock market valuations of other retailers and consumer companies generally;

•        volatility in the market due to macroeconomic developments, including rising interest rates, increased inflation, international trade relationships and geopolitical uncertainty;

•        litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

•        new laws, regulations, rules or industry standards or new interpretations of existing laws, regulations, rules or industry standards applicable to our business;

•        changes in accounting standards, policies, guidelines, interpretations or principles; and

•        any significant change in our management or board of directors.

These broad market and industry factors may decrease the trading price of our common stock for reasons unrelated to our business, financial condition or results of operations. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. The stock market in general has from time to time experienced extreme price and volume fluctuations, including recently. In addition, in the past, following periods of volatility in the overall market and decreases in the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.

Anti-takeover provisions in our organizational documents and under Delaware law might discourage or delay acquisition attempts, other changes of control or changes in our management that you might consider favorable.

Our amended and restated certificate of incorporation and our amended and restated bylaws will contain provisions that may make a merger with or acquisition of our company, or changes in our management, more difficult without the approval of our board of directors, even if such a transaction was considered favorable by our stockholders.

Our amended and restated certificate of incorporation and our amended and restated bylaws will contain provisions, among other things:

•        permitting the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

•        prohibiting cumulative voting for directors;

•        permitting our board of directors, without further action by our stockholders, to fix the rights, preferences, privileges and restrictions of preferred stock, the rights of which may be greater than the rights of our common stock;

•        restricting the forum for certain litigation against us to Delaware; and

•        establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Moreover, Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) provides that if a person acquires 15% or more of the voting stock of a Delaware corporation, such person becomes an “interested stockholder” and may not engage in certain “business combinations” with the corporation for a period of three years from the time such person acquired 15% or more of the corporation’s voting stock, unless (i) the board of directors approves the acquisition of stock or the merger transaction before the time that the person becomes an interested

stockholder, (ii) the interested stockholder owns at least 85% of the outstanding voting stock of the corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans) or (iii) the merger transaction is approved by the board of directors and by the affirmative vote at a meeting, not by written consent, of stockholders of two-thirds of the holders of the outstanding voting stock which is not owned by the interested stockholder.

While we will elect in our amended and restated certificate of incorporation to opt out of Section 203 of the DGCL, our amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203 of the DGCL, except that they provide that our Principal Stockholder will be deemed not to be an “interested stockholder” until our Principal Stockholder and its affiliates cease to beneficially own at least 1% of our outstanding shares of common stock and, accordingly, will not be subject to such restrictions for such time. Although we have elected to opt out of Section 203 of the DGCL, we could elect to be subject to Section 203 in the future.

The provision of our amended and restated certificate of incorporation requiring exclusive forum in certain courts in the State of Delaware or the federal district courts of the U.S. for certain types of lawsuits may have the effect of discouraging lawsuits against us, our directors and officers or other employees.

Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any of the following claims or causes of actions under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us, any of our current or former directors, officers or employees arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws, or as to which the DGCL confers jurisdiction on the Court of Chancery; or (iv) any action asserting a claim against us or any of our current or former directors, officers or employees that is governed by the internal affairs doctrine (the “Delaware Forum Provision”).

Our amended and restated certificate of incorporation will provide that the Delaware Forum Provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the Delaware Forum Provision will not apply to any causes of action arising under the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

Our amended and restated certificate of incorporation will further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). In addition, our amended and restated certificate of incorporation will provide that any person or entity holding, owning or otherwise acquiring any interest in any of our shares of capital stock will be deemed to have notice of and consented to the provisions of our amended and restated certificate of incorporation, including the Delaware Forum Provision and the Federal Forum Provision; provided that, for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action,” will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

The Delaware Forum Provision and the Federal Forum Provision in our amended and restated certificate of incorporation may impose additional litigation costs on our stockholders in pursuing any such claims. Additionally, these forum selection clauses may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers or employees, even though an action, if successful, might benefit our stockholders. In addition, while the Delaware Supreme Court and other state courts have upheld the validity of federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court, there is uncertainty as to whether other courts will enforce our Federal Forum Provision. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all lawsuits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on our stockholders that assert that the provision is not enforceable or invalid. If a court were to find that such provisions of our amended and restated certificate of incorporation are inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could impair our profitability, make it more difficult to run our business, or divert management’s attention from our business.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations. These rules and regulations have increased and will continue to increase our legal, accounting and financial compliance costs, and have made and will continue to make some activities more time-consuming and costly.

These laws, regulations and standards are subject to varying interpretations, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased selling, general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities, which could have a material adverse effect on our business, financial condition and results of operations. The increased costs will decrease our net income or increase our net loss and may require us to reduce costs in other areas of our business or increase the prices of our products or services. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers. If, notwithstanding our efforts, we fail to comply with new laws, regulations and standards, regulatory authorities may initiate legal proceedings against us, and our business may be harmed.

Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives, and we may not successfully or efficiently manage our transition to a public company. To comply with the requirements of being a public company, including the Sarbanes-Oxley Act, we will need to undertake various actions, such as implementing new internal controls and procedures, new disclosure controls and procedures and hiring accounting or internal audit staff, which would require us to incur additional expenses and harm our results of operations. Our internal infrastructure may not be adequate to support our increased reporting obligations and we may be unable to hire, train or retain necessary staff and may be reliant on engaging outside consultants or professionals to overcome our lack of experience or team members. If our internal infrastructure is inadequate and we are unable to engage outside consultants at a reasonable rate or attract talented team members to perform these functions or are otherwise unable to fulfill our public company obligations, it could have a material adverse effect on our business, financial condition and results of operations. As a public company, we are also required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or that are reasonably likely to, materially affect internal control over financial reporting. If our executive management is unable to conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, or if our independent registered public accounting firm cannot render an unqualified opinion on our internal control over financial reporting, when required, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our share price may be materially adversely affected.

Failure to comply with these rules might also make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events would also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as senior management.

We do not intend to pay dividends on our common stock in the foreseeable future.

Following the completion of this offering, our board of directors may elect to declare cash dividends on our common stock, subject to our compliance with applicable law. The declaration and amount of any future dividends is subject to the discretion of our board of directors, and we have no obligation to pay any dividends at any time. We do not intend to pay dividends following the completion of this offering and may never pay dividends. We have not adopted and do not currently expect to adopt a written dividend policy. Our future dividend policy will be based on the results of operations and capital needs of our business, and any future earnings may be retained to finance our future expansion and for the implementation of our business plan.

The payment of dividends is dependent on, among other things, economic conditions, our financial condition, results of operations, projections, liquidity and earnings and legal requirements. Our ability to pay dividends to holders of our common stock is limited as a practical matter by the credit agreements governing our Credit Facilities and our Secured Notes Indenture, insofar as we may seek to pay dividends out of funds made available to us by our subsidiaries, because our subsidiaries’ debt instruments directly or indirectly restrict our subsidiaries’ ability to pay dividends or make loans to us. Any financing arrangements or debt arrangements that we enter into in the future may also include restrictive covenants that limit our ability to pay dividends.

As an investor, you should take note of the fact that a lack of a dividend may affect the market value of our common stock and could affect the value of any investment.

We are a holding company and our only material assets are our equity interests in our subsidiaries and, accordingly, we will be dependent on the ability of our subsidiaries to pay dividends and make other payments and distributions to us in order to meet our obligations.

Upon completion of this offering, we will be a holding company and will have no material assets other than our ownership interests in our subsidiaries. As a result, our ability to pay taxes, operating expenses, and any dividends in the future, if any, will be dependent upon the financial results and cash flows of our subsidiaries and the distributions we receive from them. Our subsidiaries may not generate sufficient cash flow to make such distributions, and applicable state and foreign law and contractual restrictions, including negative covenants in the credit agreements governing the ABL Facility and the Term Loan Facility and the Secured Notes Indenture, may not permit such distributions. If the cash we receive from our subsidiaries pursuant to dividends and other arrangements is insufficient to fund any of our obligations, or if a subsidiary is unable to pay future dividends or distributions to us to meet our obligations, we may be required to raise cash through, among other things, the incurrence of debt (including convertible or exchangeable debt), the sale of assets or the issuance of equity. Thus, our liquidity and capital position are highly dependent on the performance of our subsidiaries and their ability to pay future dividends and distributions to us as anticipated. The evaluation of future dividend sources and our overall liquidity plans are subject to a variety of factors, including current and future market conditions, which are subject to change.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

Equity research analysts do not currently provide coverage of our common stock, and we cannot assure that any equity research analysts will adequately provide research coverage of our common stock after the listing of our common stock on Nasdaq. A lack of adequate research coverage may harm the liquidity and trading price of our common stock. To the extent equity research analysts do provide research coverage of our common stock, we will not have any control over the content and opinions included in their reports. The trading price of our common stock could decline if one or more equity research analysts downgrade our stock or publish other unfavorable commentary or research. If one or more equity research analysts cease coverage of our company or fail to regularly publish reports on us, the demand for our common stock could decrease, which in turn could cause our trading price or trading volume to decline.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial. Any statements made in this prospectus that are not statements of historical fact, including statements concerning our expectations for future events, future financial performance or events or developments that management expects or anticipates will or may occur in the future, are forward-looking statements.

You should not place undue reliance on these forward-looking statements, which are based on currently available information and management’s current expectations and beliefs about future events or future financial performance. We have attempted to identify forward-looking statements by words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should” or other comparable terminology. However, such terminology is not the exclusive means of identifying forward-looking statements and its absence does not mean that the statement is not forward-looking.

Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained herein. In addition, even if such results of operations, financial condition and liquidity, and/or events in the industry in which we operate are consistent with the forward-looking statements contained herein, they may not be predictive of results or developments in future periods. Inherent risks and uncertainties such as those described below could cause actual results to materially differ from those predicted in such forward-looking statements:

•        changes in consumer spending and general macroeconomic conditions;

•        our ability to compete effectively with existing competitors and competition from other brands and retailers, including e-commerce channels;

•        damage to our reputation from negative publicity, through social media or other channels, involving our brand, products and services;

•        our ability to attract new customers, retain existing customers and increase customer traffic;

•        our ability to adapt to customer preferences and changing product trends, including provide a compelling in-store shopping experience and successfully execute our omni-channel strategy;

•        interruptions to the sourcing of our products from international manufacturers;

•        the impact on our business and operations related to geopolitical tension and changes to trade policies, tariffs and import and export regulations;

•        our reliance on key personnel and our ability to attract, train and retain skilled personnel;

•        our ability to effectively manage our inventory and supply chain;

•        labor disputes and rising labor costs;

•        increased costs or interruption in shipping and logistics and delivery of the raw materials and other resources important to our business;

•        our ability to effectively manage our growth;

•        disruption of the relationship with or loss of any of our key vendors or third-party service providers;

•        loss of, or disruption in, our DCs resulting in delays in the delivery of merchandise to our stores;

•        payment-related risks that could increase our operating costs or subject us to potential liability;

•        cybersecurity risks that could disrupt our internal operations or information technology systems;

•        unauthorized disclosure of sensitive or confidential information, whether through a breach of our information and technology systems or otherwise;

•        our exposure to risks associated with owning and leasing substantial amounts of real estate;

•        our failure to comply with international, federal and state laws, rules and regulations relating to privacy, data protection, advertising and consumer protection;

•        claims made against us resulting in litigation;

•        our inability to protect our trademarks or other intellectual property rights;

•        changes in tax laws, accounting standards or regulations or in our operations that may impact our effective tax rate or significantly affect our financial results;

•        use of AI in our business and associated challenges with properly managing and complying with laws, rules and regulations applicable to its use;

•        our failure to maintain adequate internal controls;

•        our substantial indebtedness and lease obligations;

•        restrictions imposed by our indebtedness on our current and future operations;

•        our Principal Stockholder controlling us and their interests conflicting with ours or our investors in the future;

•        our status as a “controlled company” and ability to rely on exemptions from certain corporate governance requirements; and

•        other factors discussed under “Risk Factors.”

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. For more information on our risk factors that could cause our actual results to differ from the results predicted in these forward-looking statements, see the section titled “Risk Factors” in this prospectus.

Although we believe the expectations and beliefs reflected in the forward-looking statements are reasonable, such statements speak only as of the date of this prospectus, and we do not undertake any obligation to update or revise, publicly or otherwise, any of the forward-looking statements after such date unless required by law. Accordingly, actual results may vary from the projected results and such variations may be material. No representations or warranties are made by us as to the accuracy of any such statements or projections.

USE OF PROCEEDS

We estimate that, based on an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, we will receive net proceeds from this offering of approximately $            million, after deducting the underwriting discounts and commissions, and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders, including any shares sold pursuant to the underwriters’ option to purchase additional shares.

Each $1.00 increase (decrease) in the assumed initial public offering price of $          per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us by approximately $          million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the net proceeds to us by approximately $           million, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us. Any increase or decrease in the number of shares offered by the selling stockholders, including any shares sold pursuant to the underwriters’ option to purchase additional shares from the selling stockholders, would not affect the net proceeds to us.

We intend to use $            of the net proceeds from this offering to repay $            of the aggregate principal amount outstanding under our Term Loan Facility and, to the extent of any remaining net proceeds, for general corporate purposes, including working capital, operating expenses and capital expenditures. The Term Loan Facility has an interest rate of            , as of the date of this prospectus, and matures on January 28, 2031, with $650.0 million outstanding as of January 31, 2026.

Our expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have broad discretion to direct the use of the remaining proceeds.

Dividends declared in the year preceding an initial public offering are deemed to be in contemplation of the offering with the intention of repayment out of the offering proceeds to the extent that dividends exceeded earnings during such period. Accordingly, we have provided pro forma earnings per share information for fiscal year 2025 that gives pro forma effect to the assumed issuance of a number of shares whose proceeds are deemed to be necessary to pay previous year’s dividends in excess of fiscal year 2025 accumulated earnings $            million. See “Summary Historical and Pro Forma Financial and Other Data” included elsewhere in this prospectus for pro forma earnings per share.

DIVIDEND POLICY

We declared a special dividend of $865.4 million to our common stockholders during fiscal year 2025. We anticipate that we will retain all of our future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Subject to our compliance with applicable law, any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, general economic conditions, contractual restrictions and other factors that our board of directors may deem relevant. We have not adopted and do not currently expect to adopt a written dividend policy. We are not obligated to pay dividends on our common stock.

Our Credit Facilities and Secured Notes Indenture also limit our ability to, among other things, pay dividends or make other distributions or payments on account of our common stock, in each case, subject to certain exceptions. Any financing arrangements or debt arrangements that we enter into in the future may also include restrictive covenants that limit our ability to pay dividends. Additionally, as a holding company with no material direct operations, our ability to pay dividends on our common stock is dependent on the earnings and distributions of funds from our operating subsidiaries.

See “Risk Factors — Risks Related to this Offering and Ownership of Our Common Stock — We do not intend to pay dividends on our common stock in the foreseeable future.”

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our consolidated capitalization as of May 2, 2026:

•        on an actual basis; and

•        on an as adjusted basis, after giving effect to the Stock Split and our sale of            shares of common stock in this offering at an assumed initial public offering price of $            per share, the midpoint of the price range set forth on the cover page of this prospectus, and the application of the net proceeds therefrom as described in “Use of Proceeds,” after deducting underwriting discounts and commissions and anticipated offering expenses payable by us.

The as adjusted information set forth in the table below is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. You should read the following table in conjunction with the sections titled “Use of Proceeds,” “Summary Historical and Pro Forma Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Description of Material Indebtedness” and our Consolidated Financial Statements included in this prospectus.

____________

(1)      Each $1.00 increase (decrease) in the assumed initial public offering price of $           per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us by approximately $           million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the net proceeds to us by approximately $           million, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

(2)      Cash and cash equivalents and amount outstanding under the Term Loan Facility do not reflect the receipt of payments subsequent to May 2, 2026 related to tariff refund claims for refunds of previously paid tariffs assessed under the IEEPA totaling $           as of July     , 2026 or the payment of $           million of principal amount of loans under the Term Loan Facility subsequent to May 2, 2026 with the proceeds from the payments related to its tariff refund claims and free cash flow generated subsequent to May 2, 2026.

          The sale of shares by the selling stockholders, including any shares sold pursuant to the underwriters’ option to purchase additional shares, will not result in any proceeds to us and will not affect our capitalization, except for the impact of the offering expenses payable by us. The selling stockholders identified herein will receive all net proceeds from the secondary offering of the shares of common stock held by them. Therefore, we will not receive any net proceeds from their secondary offering and our total capitalization will not be impacted by such net proceeds received by the selling stockholders.

DILUTION

Investors purchasing our common stock in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their shares of common stock. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after the offering.

Historical net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number of shares of outstanding common stock. After giving effect to (i) the Stock Split, (ii) the filing and effectiveness of our amended and restated certificate of incorporation immediately prior to the closing of this offering and (iii) the sale of shares of common stock in this offering by us at an assumed initial public offering price of $            per share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting $            million in underwriting discounts and commissions and estimated offering expenses of $            million, the pro forma as adjusted net tangible book value as of            , 2026 would have been approximately $            million, or $            per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $            per share to our existing stockholders and an immediate dilution of $            per share to new investors purchasing common stock in this offering. There is no impact on dilution per share to investors participating in this offering as a result of the sale of shares of common stock by the selling stockholders.

The following table illustrates this dilution on a per share basis to new investors.

The following table summarizes on the pro forma as adjusted basis described above, as of May 2, 2026, the difference between the number of shares of common stock purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by our existing stockholders and new investors in this offering at an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing common stock in this offering will pay an average price per share substantially higher than our existing stockholder paid.

If the underwriters exercise their option to purchase additional shares of our common stock from the selling stockholders in full, the percentage of shares of common stock held by existing stockholders will decrease to approximately            % of the total number of shares of our common stock outstanding after this offering, and the number of shares held by new investors will increase to            , or approximately            % of the total number of shares of our common stock outstanding after this offering. Because the option is exercisable solely for shares held by the selling stockholders, exercise of the option will not increase the number of shares outstanding after this offering.

Each $1.00 increase or decrease in the assumed initial public offering price of $            per share would increase or decrease the net proceeds we receive from this offering by approximately $            million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated $            million in underwriting discounts and commissions payable by us. Similarly, each increase or decrease of one million in the number of shares of common stock offered by us would increase or decrease the net proceeds that we receive from this offering by approximately $            , assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions payable by us. Any increase or decrease in the number of shares offered by the selling stockholders would not affect the net proceeds that we receive from this offering.

To the extent that equity awards are issued under our compensatory stock plans, or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with the section titled “Prospectus Summary — Summary Historical and Pro Forma Financial and Other Data” and our Consolidated Financial Statements appearing elsewhere in this prospectus. Some of the information included in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Statement About Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The information in this section does not give effect to the Stock Split.

Overview

Tailored Brands is the leading retailer and rental provider of men’s apparel, offering tailored clothing, dress shirts, formalwear, sportscoats, pants, outerwear, footwear, sportswear and more for milestone events and everyday occasions. We operate as a scaled, integrated platform combining a differentiated, high-touch service model with vertically integrated retail and rental capabilities that address both occasion-driven and everyday wardrobe needs. We inspire confidence in how our customers dress and present themselves, providing solutions to address all of his wardrobe needs through high-touch service and a broad product selection. Our expert sales consultants and on-site tailors deliver personalized style guidance, a fit-based and size-inclusive assortment and coordinated outfits designed just for him. Our dedicated rental platform and national distribution network enable fast, reliable fulfillment of rental orders for special occasions every day, a key differentiator that we believe drives outsized profitability and stable cash flow. We proudly serve millions of customers across our national footprint of over 1,000 stores and four iconic banners: Men’s Wearhouse, Jos. A. Bank, Moores and K&G Fashion Superstore.

We operate two operating segments, which also represent our reportable segments and reflect the manner in which the Chief Operating Decision Maker (“CODM”), defined as our Chief Executive Officer (“CEO”), evaluates operating results and allocates resources based on operating income. These segments consist of Specialty Menswear and K&G, which represents the K&G Fashion Superstore banner. Refer to Note 20, Segment Reporting, to the Consolidated Financial Statements included elsewhere in this prospectus.

The Specialty Menswear segment offers a broad assortment of exclusive and non-exclusive merchandise, as well as rental and alteration services, through retail stores and e-commerce platforms. These offerings are supported by omni-channel capabilities, including cross banner rental pickup and return. The K&G segment is a value focused specialty retailer offering a wide selection of national brand and private label merchandise at accessible price points across men’s, women’s and children’s apparel, footwear and accessories.

Our fiscal year ends on the Saturday closest to January 31. This typically results in a fifty-two-week year, but occasionally gives rise to an additional week, resulting in a fifty-three-week year, as was the case in fiscal year 2023. All references herein to our fiscal years are as follows:

Factors Affecting Our Performance

Our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including demand for men’s apparel, trends in discretionary spending, promotional activity across the retail landscape, our ability to execute on our strategic priorities, including expansion of our footprint with a hyperlocal strategy, and our ability to manage inventory and maintain gross margins.

Across all banners, our commitment to operational excellence, compelling assortments and strong customer service position us for sustainable long-term success. We remain encouraged by the momentum in our business and energized by our continued focus on executing our Art of the Possible strategy.

In 2025, the United States imposed and modified certain tariffs, including those pursuant to the IEEPA, and these additional tariffs were rescinded in February 2026 following a Supreme Court decision invalidating the use of IEEPA to authorize these tariffs. Although the U.S. government began rolling out a system in April 2026 to begin processing refund requests for certain affected entities, significant uncertainty remains regarding how and when any refunds of IEEPA tariffs may be recovered and we continue to evaluate the evolving trade and tariff landscape, including with respect to court rulings, and potential actions available to us.

We are the importer of record for certain merchandise that was previously subject to such tariffs under IEEPA. We have filed claims for refunds of previously paid tariffs assessed under IEEPA totaling $12.9 million as of May 2, 2026, and we expect to file approximately $12.0 million of additional claims, for an estimated aggregate refund amount of approximately $24.9 million. Due to the uncertainty surrounding the ultimate realization of these claims, no receivable has been recognized as of May 2, 2026, and no corresponding reductions have been recorded to cost of sales or inventory. We consider these potential recoveries to represent a gain contingency and, accordingly, will recognize any recoveries related to tariffs previously recognized in cost of sales only when the contingency is resolved and realization is assured. Subsequent to May 2, 2026, we began receiving payments related to our tariff refund claims, and have collected approximately $0.5 million through June 16, 2026, representing an initial portion of the total claims submitted.

In addition, on July 4, 2025, OBBBA was signed into law, introducing changes to U.S. corporate tax rules, including permanent extensions of certain Tax Cuts and Jobs Act provisions, restoration of accelerated depreciation, deductibility of research and experimental costs, and updates to the international tax framework. These changes did not have a material impact on our consolidated financial statements or disclosures in fiscal year 2025.

To address these challenges, we have taken, and expect to continue to take, measures to reduce risk and offset cost pressures, including:

•        evaluation of adjustments to our supply chain footprint

•        negotiations with vendors to manage cost increases

•        implementation of operating expense reductions

•        increases in average unit retail through targeted price increases and reduced promotional activity

Consumer Spending Trends

Periods of economic uncertainty often lead consumers to reduce discretionary spending or reallocate budgets, which may adversely affect demand for our products. Continued inflationary pressures have increased, and could further increase, operating costs and challenge our ability to maintain margins over the long term.

Key Performance Indicators and Non-GAAP Financial Measures

We use the following key performance indicators and certain non-GAAP financial measures to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions.

Store Count

Our store portfolio is focused on expanding and elevating our footprint with a hyperlocal strategy to better reflect the tastes, styles and traditions of the markets we serve. During fiscal year 2025, we initiated a market-based approach to refresh our store base, beginning with a pilot program in Salt Lake City, Utah. As part of this initiative, we identified five TMW locations and implemented targeted updates designed to improve performance through a more market-aligned shopping experience.

During the three months ended May 2, 2026, we opened two stores and closed two stores, compared to no openings and one closure in the prior-year period. During fiscal year 2025, we opened six new stores and closed ten stores. This compares to one new store opening and six store closures during fiscal year 2024. During fiscal year 2023, we opened sixteen stores, including eight Jos. A. Bank franchise stores that were converted to full-line retail stores and rental stores, and we closed seven stores.

As of May 2, 2026, we operated 1,006 stores in the United States and Canada. Additional information regarding Company operated store counts and gross square footage is presented below for our four banners as of May 2, 2026:

Comparable Sales Growth

Comparable sales growth measures current-period performance against comparable store and e-commerce net sales from the same period in the previous fiscal year. Comparable store sales is defined as net sales for a store in our comparable sales base after it has been open for a full twelve months at period end (13th month onwards). If a store is closed during a fiscal year, it is only included in the computation of comparable sales for the full fiscal months in which it was open. Comparable sales allow us to evaluate how our business is performing exclusive of the effects of new store openings. E-commerce sales consist of net sales from online purchases during the reporting period.

Comparable sales growth is just one of the measures we use to evaluate our growth strategy, particularly since opening new stores is a critical component of growth. Because retailers define and calculate comparable sales differently, our reported comparable sales growth may not be directly comparable to similar metrics reported by other companies.

Non-GAAP Financial Measures

Adjusted EBITDA.    Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, further adjusted to eliminate the effects of items management does not believe are representative of our ongoing performance.

Retail selling margin.    Retail selling margin is a non-GAAP financial measure. We define Retail selling margin as retail gross margin generated through our stores and e-commerce channels, excluding the impact of alterations revenue and associated cost of sales, gift card and loyalty program breakage, and other costs not associated with vendor product costs. These other costs include delivery and freight costs to customers, purchasing and distribution costs, occupancy costs associated with our retail locations. Retail selling margin and Retail selling margin as a percentage of retail sales are important performance measures used by our management to determine the profitability of our retail stores’ performance. We believe Retail selling margin and Retail selling margin as a percentage of retail sales provides information useful to investors as an indicator of our Retail stores’ performance. Retail selling margin should not be considered an alternative to, or more meaningful than, retail gross margin, its most directly comparable financial measure calculated and presented in accordance with GAAP.

Free cash flow.    Free cash flow is a non-GAAP financial measure. We define Free cash flow as cash flow from operations less capital expenditures.

Comparable sales change on a constant currency basis.    Comparable sales change on a constant currency basis is calculated by translating the current year’s same-store sales at the same exchange rates used in the prior year.

We use certain non-GAAP financial measures, including Adjusted EBITDA to monitor and evaluate the performance of our business and believe the presentation of this measure enhances investors’ ability to analyze trends in our business and evaluate our performance relative to other companies in our industry. We use Free cash flow as a supplemental measure to GAAP financial measures regarding the liquidity of our operations.

These non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. For instance, some of the limitations associated with non-GAAP financial measures are:

•        Adjusted EBITDA does not reflect costs or cash outlays for capital expenditures or contractual commitments and Free cash flow does not reflect costs or cash outlays for contractual commitments;

•        Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•        Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, and Free cash flow does not reflect the cash requirements necessary to service principal payments on our debt;

•        Adjusted EBITDA does not reflect period-to-period changes in taxes, income tax expense or the cash necessary to pay income taxes;

•        Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;

•        although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and Free cash flow do not reflect cash requirements for such replacements; and

•        other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, the non-GAAP financial measures presented in this prospectus should not be considered as measures of discretionary cash available to invest in business growth or to reduce indebtedness. In calculating Adjusted EBITDA, we make certain adjustments that are based on assumptions and estimates that may prove to have been inaccurate. Accordingly, you should not view our presentation of these adjustments as a projection that we will achieve any underlying results but rather only as an indication of our current expectations. In addition, in evaluating Adjusted EBITDA and Free cash flow, you should be aware that in the future we may incur expenses that are the same as or similar to those eliminated in this presentation. Our presentation of Adjusted EBITDA and Free cash flow should not be construed as an inference that our future results will be unaffected by any such adjustments.

Reconciliation of each of the below non-GAAP financial measures to its most directly comparable GAAP financial measure are presented herein. We present these measures to monitor and evaluate the performance of our business and believe the presentation of these measures enhances investors’ ability to analyze trends in our business and to evaluate our performance relative to other companies in our industry. The reconciliations are to be reviewed in conjunction with the presentation of the non-GAAP financial measures of each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items, and may include other expenses, costs and non-recurring items.

The following table presents a reconciliation of net income, the most comparable GAAP financial measure, to Adjusted EBITDA:

____________

(1)     For fiscal years 2025, 2024 and 2023, includes share-based compensation settled or expected to settle in cash, primarily associated with a certain cash tender offer for our common stock and a cashless exchange offer of our common stock for the Series A Preferred Stock, in each case, consummated in March 2024 (collectively, the “Tender Offer and Exchange”). See Note 15. Redeemable Convertible Preferred Stock and Shareholders’ (Deficit) Equity of the Notes to the Audited Consolidated Financial Statements included elsewhere in this prospectus. For the quarters ended May 2, 2026 and May 3, 2025, includes ongoing share-based compensation related to the portion of BEIP (as defined herein) awards expected to be settled in cash, as well as the employer portion of payroll taxes associated with dividend equivalent payments.

(2)      Litigation adjustments were made to eliminate the effects of items that management does not believe are representative of our ongoing performance.

(3)      Transaction costs associated with the Tender Offer and Exchange and dividend recapitalization transaction. See Note 15. Redeemable Convertible Preferred Stock and Shareholders’ (Deficit) Equity of the Notes to the Consolidated Financial Statements included elsewhere in this prospectus.

(4)      Other adjustments were made to eliminate the effects of items that management does not believe are representative of our ongoing performance, none of which were individually significant.

The following table presents a reconciliation of Retail gross margin, the most comparable GAAP financial measure, to Retail selling margin and associated percentage of sales:

____________

(1)      Alteration & other sales consist of alteration sales and gift card and loyalty program breakage and associated costs of alterations that are not associated with retail product sales.

(2)      Costs associated with shipping and handling of retail product to customers.

(3)      Includes costs associated with the design, sourcing, and distribution of the Company’s retail products, including payroll and employee benefit costs.

(4)      Includes costs associated with inventory shrinkage, damages, royalties, obsolescence and other costs.

(5)      Occupancy cost related to retail locations, including repairs and maintenance, depreciation and utilities.

The following table presents a reconciliation of net cash provided by operating activities, the most comparable GAAP financial measure, to Free cash flow:

Components of Our Results

Net Sales

Net sales reflects our revenues from the sale of merchandise, rental services, shipping and handling revenue received from e-commerce sales and gift card breakage income, less returns, discounts and loyalty points/rewards. Revenue from our stores is recognized at the time of sale and revenue from our e-commerce channel is recognized upon shipment of the merchandise to the home of the customer, except in cases where the merchandise is shipped to a store and revenue is recognized when the customer retrieves the merchandise from the store.

Cost of Sales and Selling, General and Administrative Expense

There may be variations in the way in which some of our competitors and other retailers classify certain costs and expenses within their results of operations. The following table illustrates the primary items classified in each major expense category:

Summary of Results

The following table provides a summary of results for the stated periods: