Designer Brands(DBI) - 2026 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This part presents the company's unaudited financial statements, management's analysis, market risk disclosures, and evaluation of internal controls Item 1. Financial Statements Presents the unaudited condensed consolidated financial statements for the three months ended May 3, 2025, and related notes Condensed Consolidated Statements of Operations Details the company's revenues, costs, and profitability, showing a shift from net income to a net loss year-over-year | Metric (in thousands, except per share) | May 3, 2025 | May 4, 2024 | Change (Amount) | Change (%) | | :-------------------------------------- | :---------- | :---------- | :-------------- | :--------- | | Net sales | $686,909 | $746,596 | $(59,687) | (8.0)% | | Gross profit | $295,126 | $330,011 | $(34,885) | (10.6)% | | Operating profit (loss) | $(7,262) | $9,382 | $(16,644) | NM | | Loss before income taxes | $(19,122) | $(2,322) | $(16,800) | 723.5% | | Net income (loss) attributable to DBI | $(17,424) | $783 | $(18,207) | NM | | Diluted earnings (loss) per share | $(0.36) | $0.01 | $(0.37) | NM | Condensed Consolidated Statements of Comprehensive Loss Outlines the net loss and the impact of foreign currency translation adjustments on comprehensive loss | Metric (in thousands) | May 3, 2025 | May 4, 2024 | | :-------------------- | :---------- | :---------- | | Net income (loss) | $(17,136) | $885 | | Foreign currency translation gain (loss) | $3,498 | $(903) | | Comprehensive loss | $(13,638) | $(18) | | Comprehensive loss attributable to Designer Brands Inc. | $(13,926) | $(120) | Condensed Consolidated Balance Sheets Summarizes the company's assets, liabilities, and shareholders' equity at the end of the reporting period | Metric (in thousands) | May 3, 2025 | February 1, 2025 | May 4, 2024 | | :-------------------- | :---------- | :--------------- | :---------- | | Total current assets | $773,743 | $734,824 | $838,863 | | Total assets | $2,091,536 | $2,009,224 | $2,163,603 | | Total current liabilities | $607,915 | $590,351 | $649,535 | | Total liabilities | $1,821,023 | $1,727,449 | $1,801,741 | | Total shareholders' equity | $266,940 | $278,491 | $358,472 | Condensed Consolidated Statements of Shareholders' Equity Details the changes in shareholders' equity resulting from net loss, dividends, and other transactions | Metric (in thousands) | Balance, Feb 1, 2025 | Net loss attributable to DBI | Stock-based compensation | Dividends ($0.05/share) | Foreign currency translation gain | Balance, May 3, 2025 | | :-------------------- | :------------------- | :--------------------------- | :----------------------- | :---------------------- | :-------------------------------- | :------------------- | | Total Shareholders' Equity | $278,491 | $(17,424) | $4,772 | $(2,397) | $3,498 | $266,940 | - The company declared a quarterly cash dividend of $0.05 per share for both Class A and Class B common shares, payable on June 18, 2025[46] Condensed Consolidated Statements of Cash Flows Reports the cash inflows and outflows from operating, investing, and financing activities during the period | Cash Flow Category (in thousands) | Three months ended May 3, 2025 | Three months ended May 4, 2024 | Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :----- | | Net cash used in operating activities | $(20,366) | $(19,680) | $(686) | | Net cash used in investing activities | $(7,229) | $(28,203) | $20,974 | | Net cash provided by financing activities | $27,672 | $42,323 | $(14,651) | | Net increase (decrease) in cash and cash equivalents | $1,273 | $(5,739) | $7,012 | Notes to the Condensed Consolidated Financial Statements Provides supplementary information and disclosures related to the company's financial statements Note 1. Description of Business and Significant Accounting Policies - Designer Brands Inc. operates in three reportable segments: U.S. Retail (DSW), Canada Retail (The Shoe Co., DSW, Rubino), and Brand Portfolio (wholesale and direct-to-consumer for Vince Camuto, Keds, Topo)[21] - The company incurred severance costs of $1.7 million for the three months ended May 3, 2025, a decrease from $2.4 million in the prior year period[26] - The effective tax rate for Q1 2025 was 10.4%, primarily due to state minimum tax expense on pre-tax loss and permanent non-deductible compensation[28] - The high rate in Q1 2024 (138.1%) was due to discrete tax benefits[28] - Impairment charges of $2.953 million were recorded in Q1 2025, including $1.0 million for underperforming Canadian stores and $2.0 million for an equity security, with no comparable charges in Q1 2024[30] | Metric | May 3, 2025 | May 4, 2024 | | :----- | :---------- | :---------- | | Effective Tax Rate | 10.4% | 138.1% | Note 2. Acquisition - On April 8, 2024, Designer Brands Inc. acquired Rubino Shoes Inc. for $16.144 million in cash, expanding its Canada Retail segment into Quebec[33] Rubino Acquisition - Fair Value of Assets and Liabilities Acquired (in thousands) | Category | Amount | | :-------------------------------- | :----- | | Inventories | $7,245 | | Operating lease assets | $9,334 | | Goodwill | $7,067 | | Intangible assets | $5,116 | | Other assets | $2,443 | | Accounts payable and other current liabilities | $(5,727) | | Operating lease liabilities | $(9,334) | | Total | $16,144 | Note 3. Revenue Net Sales Disaggregated by Product and Service Categories (in thousands) | Segment/Category | May 3, 2025 | May 4, 2024 | | :--------------- | :---------- | :---------- | | U.S. Retail segment: | | Non-athletic footwear | $367,932 | $403,838 | | Athletic footwear | $175,165 | $184,525 | | Accessories and other | $30,143 | $33,004 | | Total U.S. Retail | $573,240| $621,367| | Canada Retail segment: | | Non-athletic footwear | $29,679 | $31,062 | | Athletic footwear | $22,064 | $22,476 | | Accessories and other | $2,162 | $1,974 | | Total Canada Retail | $53,905 | $55,512 | | Brand Portfolio segment: | | Wholesale | $84,498 | $88,670 | | Direct-to consumer | $10,355 | $13,930 | | Other | $1,045 | $1,530 | | Total Brand Portfolio | $95,898 | $104,130| | Total Net Sales | $686,909| $746,596| Deferred Revenue Liabilities (in thousands) | Category | May 3, 2025 (End of Period) | May 4, 2024 (End of Period) | | :------- | :-------------------------- | :-------------------------- | | Gift cards | $25,829 | $27,811 | | Reward programs | $13,894 | $14,948 | Note 4. Related Party Transactions - The company leases certain store and office locations from Schottenstein Affiliates, incurring $1.8 million in rent expense for Q1 2025, down from $2.0 million in Q1 2024[37] - Designer Brands Inc. holds a 40.0% ownership interest in ABG-Camuto, LLC and paid $4.8 million in royalty expense to ABG-Camuto for both Q1 2025 and Q1 2024[39] Note 5. Earnings (Loss) Per Share - 7.5 million potentially dilutive stock-based compensation awards were excluded from diluted EPS calculation in Q1 2025 due to their anti-dilutive effect, compared to 2.8 million in Q1 2024[41] Weighted Average Shares Used in Per Share Calculations (in thousands) | Share Type | May 3, 2025 | May 4, 2024 | | :--------- | :---------- | :---------- | | Basic shares | 48,243 | 57,464 | | Diluted shares | 48,243 | 59,470 | Note 6. Stock-Based Compensation Stock-Based Compensation Expense (in thousands) | Period | Amount | | :----- | :----- | | Three months ended May 3, 2025 | $6,103 | | Three months ended May 4, 2024 | $5,554 | Restricted Stock Units (RSU) Activity (in thousands) - Three months ended May 3, 2025 | Activity | Time-Based RSUs | Performance-Based RSUs | | :------- | :-------------- | :--------------------- | | Outstanding - beginning of period | 4,743 | 1,013 | | Granted | 6,036 | 856 | | Vested | (795) | (204) | | Forfeited| (242) | (497) | | Outstanding - end of period | 9,742 | 1,168 | Note 7. Shareholders' Equity - Class A common shares are listed on the NYSE (DBI), while Class B common shares, convertible to Class A, have no public market[44] - Class A holders get one vote per share, Class B holders get eight votes per share[44] Common Shares Information (in thousands) | Share Type | May 3, 2025 (Class A) | May 3, 2025 (Class B) | Feb 1, 2025 (Class A) | Feb 1, 2025 (Class B) | May 4, 2024 (Class A) | May 4, 2024 (Class B) | | :--------- | :-------------------- | :-------------------- | :-------------------- | :-------------------- | :-------------------- | :-------------------- | | Authorized shares | 250,000 | 100,000 | 250,000 | 100,000 | 250,000 | 100,000 | | Issued shares | 93,802 | 7,733 | 93,113 | 7,733 | 92,620 | 7,733 | | Outstanding shares | 40,900 | 7,733 | 40,211 | 7,733 | 50,060 | 7,733 | | Treasury shares | 52,902 | — | 52,902 | — | 42,560 | — | Note 8. Receivables Receivables, net (in thousands) | Category | May 3, 2025 | February 1, 2025 | May 4, 2024 | | :------- | :---------- | :--------------- | :---------- | | Customer accounts receivables: | | With payment guarantee by third-party provider | $27,535 | $25,030 | $33,388 | | Without payment guarantee | $12,554 | $11,213 | $7,956 | | Income tax receivable | — | — | $44,990 | | Other receivables | $16,955 | $14,579 | $10,863 | | Total receivables | $57,044 | $50,822 | $97,197 | | Allowance for credit losses | $(885) | $(451) | $(485) | | Receivables, net | $56,159 | $50,371 | $96,712 | Note 9. Property and Leases - During Q1 2025, the company commenced operations of a new distribution center, resulting in an additional $22.4 million operating lease and $31.8 million in finance leases for equipment[48] Property and Equipment, net (in thousands) | Category | May 3, 2025 | February 1, 2025 | May 4, 2024 | | :------- | :---------- | :--------------- | :---------- | | Total property and equipment | $1,186,976 | $1,149,147 | $1,172,578 | | Accumulated depreciation and amortization | $(956,417) | $(940,948) | $(949,373) | | Property and equipment, net | $230,559| $208,199 | $223,205| Lease Liabilities (in thousands) | Category | May 3, 2025 | February 1, 2025 | May 4, 2024 | | :------- | :---------- | :--------------- | :---------- | | Operating lease assets | $719,749 | $701,621 | $728,346 | | Finance lease assets | $31,182 | — | — | | Current operating lease liabilities | $158,171 | $159,924 | $161,050 | | Current finance lease liabilities | $2,923 | — | — | | Non-current operating lease liabilities | $650,438 | $635,076 | $657,625 | | Non-current finance lease liabilities | $28,859 | — | — | Note 10. Accrued Expenses Accrued Expenses (in thousands) | Category | May 3, 2025 | February 1, 2025 | May 4, 2024 | | :------- | :---------- | :--------------- | :---------- | | Gift cards | $25,829 | $28,963 | $27,811 | | Accrued compensation and related expenses | $26,263 | $16,969 | $36,645 | | Accrued taxes | $30,601 | $22,843 | $25,923 | | Customer returns and allowances | $19,973 | $18,053 | $21,521 | | Reward programs deferred revenue | $13,894 | $14,126 | $14,948 | | Current finance lease liabilities | $2,923 | — | — | | Other | $61,724 | $51,199 | $55,919 | | Total Accrued Expenses | $181,207| $152,153 | $182,767| Note 11. Debt - The ABL Revolver provides a revolving line of credit up to $600.0 million, maturing in March 2027[53][86] - As of May 3, 2025, $125.5 million was available for borrowings[53][86] - The Term Loan, entered into on June 23, 2023, matures in March 2027 or June 2028, with an outstanding balance of $124.7 million as of May 3, 2025[55][87] - The company was in compliance with all financial covenants for both the ABL Revolver and Term Loan as of May 3, 2025[57][88] Debt (in thousands) | Category | May 3, 2025 | February 1, 2025 | May 4, 2024 | | :------- | :---------- | :--------------- | :---------- | | ABL Revolver | $403,255 | $370,090 | $351,296 | | Term Loan | $124,687 | $126,375 | $131,437 | | Total debt | $527,942| $496,465 | $482,733| Note 12. Commitments and Contingencies - The company is involved in various legal proceedings but believes any potential liability will not be material to its results of operations or financial condition[58] Note 13. Segment Reporting - Designer Brands Inc. operates in three reportable segments: U.S. Retail, Canada Retail, and Brand Portfolio, with the CEO identified as the Chief Operating Decision Maker (CODM)[59] Segment Net Sales (in thousands) | Segment | May 3, 2025 | May 4, 2024 | | :------ | :---------- | :---------- | | U.S. Retail | $573,240 | $621,367 | | Canada Retail | $53,905 | $55,512 | | Brand Portfolio | $95,898 | $104,130 | | Total Segment Net Sales | $723,043| $781,009| Segment Operating Profit (in thousands) | Segment | May 3, 2025 | May 4, 2024 | | :------ | :---------- | :---------- | | U.S. Retail | $39,608 | $64,201 | | Canada Retail | $365 | $3,168 | | Brand Portfolio | $2,591 | $1,956 | | Total Segment Operating Profit | $42,564 | $69,325 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's analysis of financial performance, liquidity, and operational results for the first quarter of 2025 Executive Overview and Trends in Our Business - For Q1 2025, net sales decreased by 8.0% and total comparable sales decreased by 7.8% compared to the same period last year[63] - Gross profit as a percentage of net sales was 43.0% in Q1 2025, a 120 basis point decrease from 44.2% in Q1 2024, with margin rates down across all segments[63] Effects of Macroeconomic Conditions and Tariffs - Macroeconomic conditions negatively impacted operating results and liquidity in Q1 2025, leading to decreased consumer discretionary spending[64] - The company is implementing mitigating actions such as inventory alignment, expense reductions, and accelerating sourcing diversification efforts to counter these impacts[64][65] - New and paused tariffs, particularly on goods from Asia, introduce uncertainty, prompting the Brand Portfolio segment to accelerate sourcing diversification[65] Financial Summary and Other Key Metrics - Q1 2025 net loss included $4.9 million ($0.10 per diluted share) in net after-tax charges, primarily from restructuring, integration, and impairment costs, compared to $4.0 million ($0.07 per diluted share) in Q1 2024[67] Key Financial Metrics (in millions, except per share) | Metric | May 3, 2025 | May 4, 2024 | | :----- | :---------- | :---------- | | Net sales | $686.9 | $746.6 | | Gross profit as % of net sales | 43.0% | 44.2% | | Net loss (income) attributable to DBI | $(17.4) | $0.8 | | Diluted EPS | $(0.36) | $0.01 | Change in Comparable Sales (%) | Segment | May 3, 2025 | May 4, 2024 | | :------ | :---------- | :---------- | | U.S. Retail segment | (7.3)% | (2.3)% | | Canada Retail segment | (9.2)% | (4.9)% | | Brand Portfolio segment - direct-to-consumer channel | (27.0)% | (1.7)% | | Total | (7.8)% | (2.5)% | Number of Stores | Segment | May 3, 2025 | May 4, 2024 | | :------ | :---------- | :---------- | | U.S. Retail segment - DSW stores | 494 | 500 | | Canada Retail segment: | | The Shoe Co. stores | 121 | 122 | | Rubino stores | 28 | 28 | | DSW stores | 26 | 25 | | Total number of stores | 669 | 675 | Results of Operations Net Sales - U.S. Retail net sales decreased primarily due to a 7.3% decline in comparable sales, driven by a 10% decrease in comparable transactions[72] - Canada Retail net sales decreased due to a 9.2% decline in comparable sales and a $2.2 million unfavorable foreign currency impact, partially offset by the Rubino acquisition[72] - Brand Portfolio net sales decreased due to lower wholesale activity ($4.2 million) and reduced direct-to-consumer sales[72] Segment Net Sales (in thousands) | Segment | May 3, 2025 | May 4, 2024 | Change (Amount) | Change (%) | Comparable Sales Change (%) | | :------ | :---------- | :---------- | :-------------- | :--------- | :-------------------------- | | U.S. Retail | $573,240 | $621,367 | $(48,127) | (7.7)% | (7.3)% | | Canada Retail | $53,905 | $55,512 | $(1,607) | (2.9)% | (9.2)% | | Brand Portfolio | $95,898 | $104,130 | $(8,232) | (7.9)% | (27.0)% | | Total Segment Net Sales | $723,043| $781,009| $(57,966) | (7.4)% | (7.8)% | | Consolidated Net Sales | $686,909 | $746,596 | $(59,687) | (8.0)% | | Gross Profit - U.S. Retail gross profit decreased due to lower net sales and reduced margin rates, influenced by product mix changes and increased promotional activity[73] - Canada Retail gross profit decreased as declines in legacy banners offset Rubino's contribution, with margin rates lowered by Rubino's lower margins[73] - Brand Portfolio gross profit decreased due to lower net sales and higher freight costs from supply chain rerouting[73][74] Segment Gross Profit (in thousands) | Segment | May 3, 2025 (Amount) | May 3, 2025 (% of Segment Net Sales) | May 4, 2024 (Amount) | May 4, 2024 (% of Segment Net Sales) | Change (Amount) | Change (%) | Basis Points Change | | :------ | :------------------- | :----------------------------------- | :------------------- | :----------------------------------- | :-------------- | :--------- | :------------------ | | U.S. Retail | $242,796 | 42.4% | $274,408 | 44.2% | $(31,612) | (11.5)% | (180) | | Canada Retail | $25,404 | 47.1% | $26,374 | 47.5% | $(970) | (3.7)% | (40) | | Brand Portfolio | $26,671 | 27.8% | $33,477 | 32.1% | $(6,806) | (20.3)% | (430) | | Total Segment Gross Profit | $294,871 | 40.8% | $334,259 | 42.8% | $(39,388) | (11.8)%| (200) | | Consolidated Gross Profit | $295,126 | 43.0% | $330,011 | 44.2% | $(34,885) | (10.6)% | (120) | Operating Expenses - U.S. Retail operating expenses decreased due to lower store selling and marketing expenses, but increased as a percentage of net sales due to deleverage[76] - Canada Retail operating expenses increased primarily due to the Rubino acquisition, leading to an increase as a percentage of net sales[76] - Brand Portfolio operating expenses decreased due to lower marketing and personnel overhead costs, resulting in a decrease as a percentage of net sales[76] Segment Operating Expenses (in thousands) | Segment | May 3, 2025 (Amount) | May 3, 2025 (% of Segment Net Sales) | May 4, 2024 (Amount) | May 4, 2024 (% of Segment Net Sales) | Change (Amount) | Change (%) | Basis Points Change | | :------ | :------------------- | :----------------------------------- | :------------------- | :----------------------------------- | :-------------- | :--------- | :------------------ | | U.S. Retail | $203,188 | 35.4% | $210,207 | 33.8% | $(7,019) | (3.3)% | 160 | | Canada Retail | $25,039 | 46.5% | $23,206 | 41.8% | $1,833 | 7.9% | 470 | | Brand Portfolio | $26,507 | 27.6% | $34,385 | 33.0% | $(7,878) | (22.9)% | (540) | | Corporate | $47,128 | | $55,695 | | $(8,567) | (15.4)% | | | Consolidated Operating Expenses | $301,862 | 43.9% | $323,493 | 43.3% | $(21,631) | (6.7)% | 60 | Impairment Charges - The company recorded $1.0 million in impairment charges for underperforming Canadian stores and a $2.0 million impairment for an equity security in Q1 2025[77] Operating Profit - Consolidated operating profit shifted to a loss of $7.262 million in Q1 2025 from a profit of $9.382 million in Q1 2024[79] Segment Operating Profit (in thousands) | Segment | May 3, 2025 (Amount) | May 3, 2025 (% of Segment Net Sales) | May 4, 2024 (Amount) | May 4, 2024 (% of Segment Net Sales) | Change (Amount) | Change (%) | Basis Points Change | | :------ | :------------------- | :----------------------------------- | :------------------- | :----------------------------------- | :-------------- | :--------- | :------------------ | | U.S. Retail | $39,608 | 6.9% | $64,201 | 10.3% | $(24,593) | (38.3)% | (340) | | Canada Retail | $365 | 0.7% | $3,168 | 5.7% | $(2,803) | (88.5)% | (500) | | Brand Portfolio | $2,591 | 2.7% | $1,956 | 1.9% | $635 | 32.5% | 80 | | Total Segment Operating Profit | $42,564 | 5.9% | $69,325 | 8.9% | $(26,761) | (38.6)%| (300) | | Consolidated Operating Profit (Loss) | $(7,262) | (1.1)% | $9,382 | 1.3% | $(16,644) | NM | NM | Income Taxes - The effective tax rate for Q1 2025 was 10.4%, primarily due to state minimum tax expense on quarterly pre-tax loss and permanent non-deductible compensation[80] | Metric | May 3, 2025 | May 4, 2024 | | :----- | :---------- | :---------- | | Effective Tax Rate | 10.4% | 138.1% | Liquidity and Capital Resources - The company believes its cash from operations and ABL Revolver availability are sufficient to cover requirements for the next 12 months[81] - Net cash used in operating activities slightly increased due to net loss, partially offset by improved working capital management[83] - Net cash used in investing activities decreased significantly due to reduced capital expenditures ($8.7 million) and the absence of a large acquisition[84] - Net cash provided by financing activities decreased, primarily due to lower net receipts from the ABL Revolver[85] - The ABL Revolver had $125.5 million available for borrowings as of May 3, 2025, and the Term Loan had an outstanding balance of $124.7 million[86][87] - The company expects to spend approximately $35.0 million to $45.0 million on capitalized costs in 2025[90] Condensed Consolidated Statements of Cash Flows - Key Categories (in thousands) | Cash Flow Category | May 3, 2025 | May 4, 2024 | Change | | :----------------- | :---------- | :---------- | :----- | | Net cash used in operating activities | $(20,366) | $(19,680) | $(686) | | Net cash used in investing activities | $(7,229) | $(28,203) | $20,974 | | Net cash provided by financing activities | $27,672 | $42,323 | $(14,651) | | Net increase (decrease) in cash and cash equivalents | $1,273 | $(5,739) | $7,012 | Recent Accounting Pronouncements - The company is evaluating the impact of ASU 2024-03, 'Income Statement Expense Disaggregation Disclosures,' effective for its 2027 Annual Report[31][91] Critical Accounting Policies and Estimates - Management makes significant estimates for financial statements, including customer returns, inventory valuation, depreciation, impairments, leases, and income taxes[25][92] - The company does not believe it is more likely than not that goodwill or indefinite-lived tradenames are impaired as of May 3, 2025[93] Item 3. Quantitative and Qualitative Disclosures About Market Risk Discloses the company's primary market risk exposures related to interest rates and foreign currency exchange rates - The company's market risk exposure is related to interest rates and foreign currency exchange rates[94] - No material changes in primary risk exposures or management of market risks have occurred since the 2024 Form 10-K[94] Item 4. Controls and Procedures Confirms the effectiveness of disclosure controls and procedures and notes no material changes in internal controls Evaluation of Disclosure Controls and Procedures - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of May 3, 2025[95] Changes in Internal Control Over Financial Reporting - No material changes in internal control over financial reporting occurred during the last fiscal quarter[96] PART II. OTHER INFORMATION This part covers legal proceedings, risk factors, share repurchases, and other required disclosures Item 1. Legal Proceedings States that potential liabilities from various legal proceedings are not expected to be material - The company is involved in various legal proceedings but believes any potential liability will not be material to its results of operations or financial condition[58][98] Item 1A. Risk Factors Updates risk factors, highlighting the potential adverse effects of recent changes to U.S. trade policy and tariffs - No material changes to risk factors were noted, except for the impact of recently announced changes to U.S. trade policy and tariffs[99][100] - New and paused tariffs, particularly on imports from Asia, introduce significant uncertainty and could materially adversely affect the business[100] - The company is monitoring the situation and evaluating actions such as cost mitigation and sourcing diversification to reduce risk[100] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Details the company's share repurchase program, dividend declarations, and related debt covenant restrictions Share Repurchase Program - As of May 3, 2025, $19.7 million of Class A common shares remained authorized for repurchase under the company's share repurchase program[101] - No Class A common shares were repurchased during the three months ended May 3, 2025[101] Dividends - On May 15, 2025, the Board declared a quarterly cash dividend of $0.05 per share for both Class A and Class B common shares, payable on June 18, 2025[102] Restrictions - The ABL Revolver and Term Loan contain covenants that restrict the company's ability to pay dividends or repurchase stock[103] Item 3. Defaults Upon Senior Securities Reports that there were no defaults upon senior securities during the period - No defaults upon senior securities were reported[104] Item 4. Mine Safety Disclosures States that this disclosure requirement is not applicable to the company - This item is not applicable[105] Item 5. Other Information Confirms no directors or officers adopted or terminated Rule 10b5-1 trading plans during the quarter - No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the three months ended May 3, 2025[106] Item 6. Exhibits Lists the exhibits filed with the Form 10-Q, including officer certifications and iXBRL data - Exhibits include Rule 13a-14(a)/15d-14(a) Certifications, Section 1350 Certifications, and iXBRL formatted financial statements[107] SIGNATURE Indicates the report's formal authorization by the company's Chief Financial Officer - The report was signed by Jared A. Poff, Executive Vice President, Chief Financial Officer and Chief Administrative Officer, on June 10, 2025[111]