Tapestry (TPR) 10-K risk factor changes: FY2025 vs FY2024

We operate on a global basis, with approximately [removed: 40.8%] [added: 40.0%] of our net sales coming from operations outside of United States for fiscal year [removed: 2024.][added: 2025.]

- political or economic instability or changing macroeconomic conditions in our major markets, including the potential impact of [removed: (1)] new policies that may be implemented by the U.S. or other jurisdictions, particularly with respect to tax and trade [removed: policies, (2) the outcome of several elections worldwide, inclusive of the 2024 U.S. Presidential, congressional, and state elections and policy shifts resulting from those elections, and (3) sanctions and related activities by the United States, European Union (“E.U.”) and others;][added: policies;]

- [removed: continued] disruptions or delays in shipments whether due to port congestion, logistics carrier disruption (including as a result of labor disputes), militant attacks on commercial shipping vessels in the Red Sea, other shipping capacity constraints or other factors, which has and may continue to result in significantly increased inbound freight costs and increased in-transit times;

- regulation or prohibition of the transaction of business with specific individuals or entities and their affiliates or goods manufactured in certain regions by any government or regulatory authority in the jurisdictions where we conduct business, such as the listing of a person or entity as a Specially Designated National or Blocked Person by the U.S. Department of the Treasury’s Office of Foreign Assets Control [removed: and Uyghur Forced Labor Prevention Act (“UFLPA”);][added: or other sanctions regimes;]

The growth of our business depends on the successful execution of our [removed: growth strategies, including our] global omni-channel expansion efforts and our ability to execute our digital and e-commerce priorities.

[removed: See “*The success of our business depends on our ability to retain the value of our brands and to respond to changing fashion and retail trends in a timely manner.”*] The failure to develop and launch successful new products or to rationalize our assortment appropriately could hinder the growth of our business.

Our success and growth [removed: also depends] [added: depend] on the continued development of our omni-channel presence for each of our brands globally, leaning into global digital opportunities for each brand, along with [removed: continued] [added: select] bricks and mortar [removed: expansion in select international regions.][added: expansion.]

Furthermore, consumer demand and behavior, as well as tastes and purchasing [removed: trends] [added: trends,] may differ [removed: in these] [added: across] countries, and as a result, sales of our product may not be successful, or the margins on those sales may not be in line with those we currently anticipate.

Consequently, if our global omni-channel expansion plans are unsuccessful, or we are unable to retain and/or attract key personnel, our business, financial condition and results of [removed: operation] [added: operations] could be materially adversely affected.

We face intense competition from many other brands in the product lines and markets [removed: that] we [removed: participate,] [added: participate in,] which include the Company's wholesale customers.

- [added: identifying and] adapting to changes in technology, including the successful utilization of data analytics, artificial intelligence, and machine learning; and

A failure to compete effectively or to keep pace with rapidly changing consumer [removed: preferences and] [added: preferences,] technology and product trends could adversely affect our growth and profitability.

The success of our business depends on our ability to retain the value of our brands and [removed: to] respond to changing [removed: fashion] [added: consumer preferences] and [removed: retail] [added: fashion] trends in a timely manner.

Each of our brands are unique and independent, while sharing a commitment to innovation and authenticity defined by [added: unique brand purposes,] distinctive [removed: products] [added: products,] and differentiated customer experiences across business channels and geographies.

[added: Furthermore, our brands’ communications, product lines] and [added: experiences are subject to rapidly changing fashion trends and] consumer preferences, including the increasing shift to digital brand engagement and social media communication.

If we do not anticipate and respond promptly to changing customer preferences and fashion trends in the design, production, and styling of our products, as well as create compelling marketing campaigns that appeal to our [removed: customers,] [added: target consumers,] our sales and results of operations may be negatively impacted.

Our success also depends in part on our and our executive leadership team's ability to execute on our plans and [removed: strategies.][added: strategies for each of our brands and for Tapestry, as a multi-brand enterprise.]

Even if our products, marketing [removed: campaigns] [added: campaigns, consumer experiences] and [removed: retail] environments do meet changing customer preferences and/or stay ahead of changing fashion trends, our brand image could become tarnished or undesirable in the minds of our customers or target markets, which could materially adversely [removed: impact our business, financial condition, and results of operations.]

The integration process of any newly acquired [removed: company, such as our proposed Capri Acquisition,] [added: company] may be complex, costly and time-consuming.

[removed: We also utilize local fulfillment] centers, through [removed: third-parties,] [added: third parties,] in Japan, parts of Greater China, South Korea, Singapore, Malaysia, [removed: Spain, the U.K.,] Canada, Australia, and Mexico.

[added: In addition, political instability, trade relations, sanctions, price inflationary pressure, or other] geopolitical or economic conditions could cause raw material costs to increase and have an adverse effect on our future margins.

Our wholesale business comprised approximately [removed: 12%] [added: 13%] of total net sales for fiscal [removed: 2024.][added: 2025.]

Business underperformance in the Company's second fiscal quarter [removed: would] [added: could] have a material adverse effect on its full year operating results and result in higher inventories.

[removed: In] addition, fluctuations in net sales, operating income and operating cash flows of the Company in any fiscal quarter may be affected by the timing of wholesale shipments and other events affecting retail sales, including adverse weather conditions or other macroeconomic events.

While we maintain significant [removed: control] [added: approval rights] over the products produced for us by our licensing partners, any of the foregoing risks, or the inability of any of our licensing partners to execute on the expected design and quality of the licensed products or otherwise exercise operational and financial control over its business, may result in loss of revenue and competitive harm to our operations in the licensed product categories.

Further, while we believe that we could [removed: replace our existing] [added: engage with new] licensing partners if required, any delay in doing so could adversely affect our revenues and harm our business.

Generally, our leases are “net” leases, which require us to pay our proportionate share of the cost of insurance, taxes, [added: maintenance and utilities.]

This may impact our ability to manage the profitability of our store locations, or cause impairments of our lease [removed: right of use] [added: right-of-use] assets if market values decline, any of which could have a material adverse effect on our financial condition or results of operations.

We depend on digital technologies for the successful operation of our business, including corporate email [added: and chat] communications to and from employees, customers, stores and vendors, the design, manufacture and distribution of our finished goods, digital and local marketing and clienteling efforts, data analytics, collection, use and retention of [removed: customer data,] [added: customer,] employee, vendor and partner information, the processing of credit card transactions, online e-commerce activities and our interaction with the public in the social media space.

Further, like other companies in the retail industry, during the ordinary course of business, we and our vendors have in the past experienced, and we expect to continue to experience, cyber-attacks of varying degrees and [removed: types, including phishing and other attempts to breach or gain unauthorized access to our systems.]

We have been incurring and expect that we will continue to incur significant costs implementing additional security measures to protect against new or enhanced data security or privacy threats, or to comply with current and new international, federal and state laws governing the unauthorized disclosure, access to, loss, alteration or exfiltration of confidential and personal information which are continuously being enacted and proposed such as the General Data Protection Regulation ("GDPR") in the [removed: E.U.] [added: E.U.,] the UK GDPR, the [removed: American Privacy Rights Act (bill), the] California Consumer Privacy Act ("CCPA") as amended by the California Privacy Rights Act ("CPRA"), the Virginia Consumer Data Protection Act ("VCDPA"), the Colorado Privacy Act ("CPA"), the Utah Consumer Privacy Act ("UCPA"), the Connecticut Data Privacy Act ("CTDPA"), the Montana Consumer Data Privacy Act ("MCDPA"), the Washington My Health My Data Act ("WMHMDA"), the Florida Digital Bill of Rights ("FDBR"), the Texas Data Privacy and Security Act ("TDPSA") and other comprehensive and sectoral state privacy laws in the U.S., as well as increased cyber security and privacy protection costs such as organizational changes, deploying additional personnel and protection technologies, training employees and contractors, engaging outside counsel, third-party experts and consultants.

Lastly, we could face sizable fines, significant breach containment and notification costs to supervisory authorities [added: and the affected data subjects, and increased litigation and customer claims, as a result of cyber security or personal data breaches.]

We rely heavily on various information and other business systems, including data analytics and machine learning, [added: and artificial intelligence,] to manage our operations, including management of our supply chain, point-of-sale processing in our brands’ stores, our online businesses associated with each brand and various other processes and metrics.

Furthermore, failure of our computer systems due to inadequate system capacity, computer viruses, human error, changes in programming, security and personal data breaches, system upgrades or migration of these services, as well as employee, vendor and consumer privacy concerns and new privacy and security [added: and artificial intelligence] laws and global government regulations, individually or in accumulation, could have a material effect on our business, financial condition or results of operations and cash flow.

As of June [removed: 29, 2024,] [added: 28, 2025,] our consolidated debt was approximately [removed: $7.24] [added: $2.39] billion.

The consequences and limitations under our [removed: Revolving Credit Facility, our Capri Acquisition Term Loan Facilities and our other] outstanding indebtedness could impede our ability to engage in future business opportunities or strategic acquisitions.

In addition, a prolonged disruption in our business may impact our ability to satisfy the leverage ratio covenant under our [added: Amended] Revolving Credit [removed: Facility and, once the Capri Acquisition has been consummated, our Capri Acquisition Term Loan Facilities.][added: Facility.]

In the event of an acceleration of payment to the lenders, this would result in a cross default of the Company’s senior [removed: notes (including the Capri Acquisition Senior Notes),] [added: notes,] causing the Company’s outstanding borrowings to also become due and payable on demand.

Increased scrutiny from investors and others regarding our [removed: ESG] [added: Corporate Responsibility] initiatives, including matters of significance relating to sustainability, could result in additional costs or risks and adversely impact our reputation.

[removed: Although we have announced our ESG strategy and related goals, there can be no] assurance that our stakeholders will agree with our strategy or that we will be successful in achieving our goals.

There has been significant reform in U.S. trade policy following the change in U.S. presidential administration in January 2025.

International trade disputes as well as changes and uncertainty regarding international trade and trade policies, including the imposition or threat of the imposition of new or increased tariffs or other trade restrictions on goods from the countries where our manufacturers are located, could result in a materially adverse impact to our business.

During fiscal 2025, the primary manufacturers of Coach products were located in Vietnam, Cambodia, the Philippines and India, and the primary manufacturers of Kate Spade products were located in Vietnam, Cambodia, mainland China, and the Philippines.

Increased tariffs or other trade restrictions against these countries, as well as any tariffs or other trade restrictions implemented by these countries in retaliation, could limit our ability to manufacture products in countries that have the labor and technical expertise needed.

Further, such tariffs or other trade restrictions could require us to absorb costs or try to pass costs onto consumers, which could materially impact our revenue and profitability.

In addition, any negative perception of or sentiments towards the U.S., whether in response to changes in tariffs, trade policy or otherwise, could impact the perception of our Company.

Our ability to navigate any uncertainty, changes or expansion in tariffs or other trade restrictions could have a material negative impact on our business, financial conditions and results of operations.

impact the growth of our brands and the Tapestry multi-brand portfolio, and our overall business, financial condition, and results of operations.

We may seek to sell one or more lines of our business in an effort to maximize shareholder value, which may adversely affect our business, our reputation, our results of operations and financial position or our stock price.

We continuously evaluate how to best structure our business in an effort to maximize shareholder value, which could include the divestiture of certain of our lines of business, such as our recently completed sale of the Stuart Weitzman Business.

Divestitures are subject to numerous risks and uncertainties, including, among others:

- the risk that a divestiture may not be completed in the expected time frame or at all;

- disruption of our management’s attention from ongoing business operations due to a proposed or pending divestiture;

- the acceptance of a less than favorable sales price or other terms of sale;

- the potential loss of key personnel or operations;

- adverse reactions from our borrowers, lenders or other counterparties, or those of the divested lines of business;

- the risk of litigation or other judicial or administrative proceedings arising from the divestiture; and

- negative reactions from market analysts and adverse impacts on our stock price.

A divestiture could result in significant costs to us and is subject to numerous risks, including those listed above.

We cannot provide any assurance that a sale of one or more lines of business will be successful or will not harm our business, our reputation, our results of operations and financial position or our stock price.

We also utilize local fulfillment

In

types, including phishing and other attempts to breach or gain unauthorized access to our systems.

As artificial intelligence becomes increasingly integrated into business systems, concerns about data exposure and privacy risks are intensifying.

Additionally, artificial intelligence is being used to carry out advanced social engineering attacks, increasing potential for harm.

In fiscal year 2025, the Company issued $1.50 billion of senior unsecured notes, consisting of $750.0 million aggregate principal amount of 5.100% senior unsecured notes due March 11, 2030 and $750.0 million aggregate principal amount of 5.500% senior unsecured notes due March 11, 2035.

Also in fiscal year 2025, the Company refinanced and replaced the Company's unsecured revolving facility dated May 11, 2022

(the "Existing Revolving Credit Facility") with a new revolving credit facility (the "Amended Revolving Credit Facility"), dated as of May 22, 2025.

Under the Amended Revolving Credit Facility, the Lenders have made available to the Company a $2.00 billion unsecured revolving credit facility, including sub facilities for letters of credit, with a maturity date of May 22, 2030.

Under the terms of our debt facilities, we must comply with certain restrictions limiting the Company’s ability to, among other things: (i) incur certain indebtedness, (ii) create certain liens, (iii) enter into certain sale and leaseback transactions, (iv) make certain investments or payments and (v) merge, or consolidate or transfer, sell or lease all or substantially all of the Company’s assets.

Under the Amended Revolving Credit Facility, we are required to comply on a quarterly basis with a maximum net leverage ratio of 4.00:1.00, which may be increased to 4.50:1:00 following the consummation of a material acquisition, subject to certain limitations set forth in the Amended Revolving Credit Facility.

In addition, our ability to access the credit and capital markets in the future as a source of funding, and the borrowing costs associated with such financing, is dependent upon market conditions and our credit rating and outlook.

Risks Related to Corporate Responsibility

Although we have announced our Corporate Responsibility strategy and related goals, there can be no

On June 26, 2025, the U.S. Treasury reached an agreement with the other G7 countries regarding the application of GloBE rules to U.S. parented multinational enterprises ("U.S. MNEs").

Most notably, the agreement includes a full exclusion for U.S. MNEs from the Undertaxed Profits Rule and Income Inclusion Rule, which are two of the three taxing mechanisms under GloBE.

Given that the third mechanism, QDMTT is still in force, it is unclear what impact if any this agreement will have on the Company.

Unless U.S. MNEs are likewise excluded from QDMTT, the Company believes QDMTT would have a negative impact on its effective tax rate in fiscal 2026 and beyond.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted.

Key income tax-related provisions of the OBBBA include the repeal of mandatory capitalization of research and development expenditures (reinstating full expensing beginning January 2025), permanent extension of 100% bonus depreciation, and revisions to international tax regimes that more closely align with the original application of Tax Cut Jobs Act of 2017.

Public health crises, such as the Covid-19 pandemic, may adversely affect our business, financial condition, results of operations and cash flows.

Widespread public health crises, such as the Covid-19 pandemic, have had, and could in the future have, a negative impact on our operations, cash flow and liquidity.

Potential risks to our business include but are not limited to: (i) disruption of our supply chain; (ii) loss or disruption of key manufacturing or fulfillment sites; (iii) closures, operating restrictions and capacity restrictions at our stores and our ability to negotiate existing lease agreements; (iv) changes in consumer shopping behavior, including reduced discretionary spending; (v) costs associated with adhering to regulations and protecting the health and safety of our employees and customers, (vi) excess inventory leading to increased promotional activity, (vii) heightened competition for retail and fulfillment center employees, (viii) our ability access capital markets and to make payments on and refinance our debt obligations; and (ix) our ability to pay dividends or conduct stock repurchases.

The successful implementation of the Company’s 2025 growth strategy, futurespeed, is key to the long-term success of our business.

The Company introduced its 2025 growth strategy, *future*speed, in the first quarter of fiscal 2023, which is designed to amplify and extend the competitive advantages of the brands, with a focus on four strategic priorities: (i) Building Lasting Customer Relationships; (ii) Fueling Fashion Innovation & Product Excellence; (iii) Delivering Compelling Omni-Channel Experiences; and (iv) Powering Global Growth.

The Company believes that its intentional focus positions Tapestry to drive sustainable, profitable growth to create value for its stakeholders over time.

However, there is no assurance that we will be able to sustain such efforts in accordance with our plans, that such efforts will result in the intended or otherwise desirable outcomes or that such efforts, even if successfully sustained, will be effective in achieving long-term growth or increased profitability.

Refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further information regarding *future*speed*.*

If our incorporation of the initiatives under *future*speed falls short, our business, financial condition and results of operation could be materially adversely affected.

Furthermore, the product lines we have historically marketed and those that we plan to market in the future are becoming increasingly subject to rapidly changing fashion trends

In order to consummate the Capri Acquisition (as defined below), we and Capri must obtain certain regulatory approvals and satisfy closing conditions, and if such approvals are not granted or are granted untimely and/or with conditions, and if closing conditions are not satisfied, consummation of the Capri Acquisition may be jeopardized or the anticipated benefits of the Capri Acquisition may not be realized.

On August 10, 2023, we entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among us, Capri and Sunrise Merger Sub, Inc. ("Merger Sub"), pursuant to which we agreed to acquire any and all of Capri’s ordinary shares (other than (a) Capri’s ordinary shares that are issued and outstanding immediately prior to the consummation of the acquisition that are owned or held in treasury by us or by Capri or any of its direct or indirect subsidiaries and (b) Capri’s ordinary shares that are issued and outstanding immediately prior to the consummation of the acquisition that are held by holders who have properly exercised dissenters’ rights in accordance with, and who have complied with, Section 179 of the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands) in cash at a purchase price of $57.00 per share, without interest, subject to any required tax (the "Capri Acquisition").

The consummation of the Capri Acquisition remains subject to the receipt of certain regulatory approvals and the satisfaction of certain closing conditions.

Subject to limited exceptions, we or Capri may terminate the Merger Agreement if the Capri Acquisition is not consummated on or before August 10, 2024, subject to two extensions of up to three months each in certain circumstances, including to obtain required regulatory approvals.

On April 22, 2024, the Federal Trade Commission ("FTC") filed a preliminary injunction action against Tapestry and Capri in the United States District Court for the Southern District of New York seeking to enjoin the consummation of the Capri Acquisition.

The FTC’s action alleges that the Capri Acquisition, if consummated, would violate Section 7 of the Clayton Act and that the Merger Agreement and the Capri Acquisition constitute unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and should be enjoined.

There can be no assurance as to the outcome of litigation with the FTC or that we will receive regulatory approval from the FTC on a timely basis or at all, and there can be no assurance that if regulatory clearance is obtained, it will not be subject to the compliance of certain conditions or impose limitations, obligations or restrictions that could have the direct or indirect effect of delaying or preventing the completion of the Capri Acquisition, imposing additional material costs on or materially limiting our revenues following the Capri Acquisition or otherwise reducing the anticipated benefits of the Capri Acquisition, or resulting in the abandonment of the Capri Acquisition.

If the Capri Acquisition is not completed on a timely basis or at all, our ongoing business may be adversely affected as follows:

- we may experience negative reactions from the financial markets, including investors and rating agencies, and the price of our common stock could decline;

- we have incurred, and will continue to incur, significant costs, expenses and fees, in connection with the Capri Acquisition and the transactions contemplated by the Capri Acquisition, for which we may receive little or no benefit if the Capri Acquisition is not completed, including in connection with the issuance and mandatory redemption of $4.50 billion of Capri Acquisition USD Senior Notes and €1.50 billion of Capri Acquisition EUR Senior Notes (both as defined below) at 101% of par value if the Capri Acquisition is not completed by February 10, 2025 (or such later date mutually agreed between us and Capri);

- investor and consumer confidence in our business could decline, relationships with vendors, service providers, investors and other third parties may be adversely impacted, and we may be unable to retain key personnel;

- we may be subject to litigation, which could result in significant costs and expenses;

- management’s focus may be diverted from day-to-day business operations and pursuing other opportunities that could have been beneficial to us; and

- the anticipated benefits of the Capri Acquisition could be delayed or reduced.

Our multi-brand Nevada fulfillment center began operations in May 2023.

In addition, the remaining impacts of the pandemic, political instability, trade relations, sanctions, price inflationary pressure, or other

maintenance and utilities.

Many of our corporate employees and independent contractors returned to offices several days a week but continued to work remotely the other days.

and the affected data subjects, and increased litigation and customer claims, as a result of cyber security or personal data breaches.

In order to consummate the Capri Acquisition, we issued approximately $6.10 billion of Capri Acquisition Senior Notes (as defined below) in November 2023 and expect to incur up to an additional $1.40 billion of indebtedness under the Capri Acquisition Term Loan Facilities (as defined below) at closing.

We also expect to assume certain of Capri’s indebtedness outstanding at closing.

This substantial level of indebtedness could have important consequences to our business including making it more difficult to satisfy our debt obligations, increasing our vulnerability to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and restricting us from pursuing certain business opportunities.

In addition, the terms of our $2.00 billion Revolving Credit Facility (the "Revolving Credit Facility") contain certain affirmative and negative covenants, including limits on our ability to incur debt, grant liens, engage in mergers and dispose of assets, make certain investments, engage in certain transactions with its affiliates and make certain dividends and other distributions.

The Revolving Credit Facility includes a maximum net leverage ratio of 4:00 to 1:00, which, upon the consummation of the Capri Acquisition, increases to (i) 4.75 to 1.00 from and including the closing date of the Capri Acquisition to but excluding June 28, 2025, (ii) 4.50 to 1.00 from and including June 28, 2025 to but excluding June 27, 2026, and (iii) 4.00 to 1.00 from and including June 27, 2026 and thereafter.

We have also entered into the $1.40 billion Capri Acquisition Term Loan Facilities, comprised of (i) the Tranche A term loan commitments, in an aggregate amount of $1.05 billion and which mature three years after the date on which the Capri Acquisition is consummated, and (ii) the Tranche B term loan commitments, in an aggregate amount of $350 million and which mature five years after the date on which the Capri Acquisition is consummated.

The Capri Acquisition Term Loan Facilities currently remain unfunded.

The Capri Acquisition Term Loan Facilities include the same affirmative and negative covenants as our Revolving Credit Facility and requires compliance with the same maximum net leverage ratio from and after consummation of the Capri Acquisition.

Refer to Note 12, "Debt", for a summary of these terms and additional information on the terms of our Revolving Credit Facility, Capri Acquisition Term Loan Facilities and outstanding senior notes, including the Capri Acquisition Senior Notes.

The amount of cash required to service our increased indebtedness is greater than the amount of cash flows required prior to the announcement of the Capri Acquisition.

Risks Related to Environmental, Social, and Governance Issues

- *Results of [removed: operations.*] [added: Operations.*] An analysis of our results of operations in fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023.][added: 2024.]

Fiscal [removed: 2024,] [added: 2025,] fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022] [added: 2023] were 52-week periods.

Our global house of brands unites the magic of [removed: Coach,] [added: Coach and] kate spade new [removed: york and Stuart Weitzman.][added: york.]

We use our collective strengths to move our customers and empower our communities, to make the fashion industry more [removed: sustainable] [added: sustainable,] and to [removed: build a company that’s equitable,] [added: harness the power of an] inclusive [removed: and diverse.][added: culture.]

- *Stuart Weitzman -* Includes global sales of Stuart Weitzman brand products primarily through our [removed: DTC and] [added: DTC,] wholesale [added: and licensing] businesses.

Each of our brands [removed: is] [added: are] unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across [removed: business] channels and geographies.

On August 10, 2023, the Company entered into the Merger Agreement by and among the Company, Sunrise Merger Sub, Inc., a direct wholly owned subsidiary of Tapestry, and [removed: Capri for $57.00 per share in cash for a total enterprise value of approximately $8.50 billion.][added: Capri.]

On April 22, 2024, the FTC filed a complaint against the Company and Capri in the United States District Court for the Southern District of New York seeking to enjoin the consummation of the Capri [removed: Acquisition.][added: Acquisition, and on October 24, 2024, the Court issued its Opinion and Order granting the FTC's request for a preliminary injunction of the Merger, pending an administrative trial on the merits which was scheduled to begin on December 9, 2024.]

In the first quarter of fiscal 2023, the Company introduced the 2025 growth [removed: strategy (“*future*speed”),] [added: strategy, *future*speed,] designed to amplify and extend the competitive advantages of its brands, with a focus on four strategic priorities:

[removed: During fiscal 2024, the] [added: The] macroeconomic environment remained challenging and [removed: volatile.][added: volatile during fiscal 2025.]

Several organizations that monitor the world’s economy, including the International Monetary Fund, continue to forecast growth in the global [removed: economy, and remains unchanged since the third quarter of fiscal 2024.][added: economy.]

The forecast is below the historical growth average and is reflective of the current volatile environment, including [added: escalation of trade tensions,] tighter monetary and fiscal policies which have [removed: started] [added: continued] to moderate inflation, financial market volatility and the negative economic impacts of geopolitical instability in certain regions of the world.

In fiscal [removed: 2024,] [added: 2025,] the U.S. Dollar has continued to fluctuate as compared to foreign currencies in regions where we conduct our business.

During fiscal [removed: 2024,] [added: 2025,] this trend has resulted in impacts to our business including, but not limited to, decreased Net [added: sales of $13.4 million, no impact to gross margin and approximately 20 basis point negative impact to operating margin.]

Currency volatility, [removed: political] [added: geopolitical] instability and [removed: potential] [added: political uncertainty, such as the impact of policies implemented and that may be implemented by the U.S. Presidential Administration, including, but not limited to,] changes to trade [removed: agreements] [added: agreements, tax legislation] or duty rates may also contribute to a worsening of the macroeconomic environment or adversely impact our business.

In response to the current environment, the Company [added: is closely monitoring changes and] continues to take strategic actions considering near-term exigencies and remains committed to maintaining the health of the brands and business.

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into [removed: law by the Biden Administration,] [added: law,] with tax provisions primarily focused on implementing a 15% [removed: CAMT] [added: corporate alternative minimum tax (“CAMT”)] on global adjusted financial statement income and a 1% excise tax on share repurchases.

On December 12, 2022, the E.U. member states also reached an agreement to implement the [removed: OECD’s] [added: Organization for Economic Co-operation and Development’s (“OECD”)] reform of international taxation known as [removed: GloBE,] [added: Global Anti-Base Erosion Rules (“GloBE”),] which broadly mirrors the Inflation Reduction Act by imposing a 15% global minimum tax on multinational [removed: companies.][added: companies, which was effective on January 1, 2025.]

Based on the countries in which we do [removed: business that have enacted legislation effective January 1, 2025, we do not expect the impact of] [added: business,] these changes [removed: to be] [added: did not have a] material [removed: for] [added: impact in] fiscal 2025.

[removed: A number of other] [added: Other] countries are also implementing similar legislation with effective dates starting in [removed: 2026.][added: fiscal 2026, known as Qualifying Domestic Minimum Top-Up Tax ("QDMTT").]

The following table summarizes results of operations for fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023.][added: 2024.]

| | | | June [removed: 29, 2024] [added: 28, 2025] | | | | | | | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | | | | | | | Variance | | | | | | | | |

| Net sales | | | $ | [removed: 6,671.2] [added: 7,010.7] | | | | | 100.0 | | % | | | | $ | [removed: 6,660.9] [added: 6,671.2] | | | | | 100.0 | | % | | | | $ | [removed: 10.3] [added: 339.5] | | | | | [removed: 0.2] [added: 5.1] | | % |

| Interest expense, net | | | [removed: 125.0] [added: 85.4] | | | | | | [removed: 1.9] [added: 1.2] | | | | | | [removed: 27.6] [added: 125.0] | | | | | | [removed: 0.4] [added: 1.9] | | | | | | [removed: 97.4] [added: (39.6)] | | | | | | [removed: NM] [added: (31.7)] | | |

| Other expense (income) | | | [removed: 3.2] [added: (6.6)] | | | | | | [removed: —] [added: (0.1)] | | | | | | [removed: 1.7] [added: 3.2] | | | | | | — | | | | | | [removed: 1.5] [added: (9.8)] | | | | | | [removed: 84.1] [added: NM] | | |

| Income (loss) before provision for income taxes | | | [removed: 1,011.9] [added: 216.1] | | | | | | [removed: 15.2] [added: 3.1] | | | | | | [removed: 1,143.1] [added: 1,011.9] | | | | | | [removed: 17.2] [added: 15.2] | | | | | | [removed: (131.2)] [added: (795.8)] | | | | | | [removed: (11.5)] [added: (78.7)] | | |

| Provision for income taxes | | | [removed: 195.9] [added: 32.9] | | | | | | [removed: 2.9] [added: 0.5] | | | | | | [removed: 207.1] [added: 195.9] | | | | | | [removed: 3.1] [added: 2.9] | | | | | | [removed: (11.2)] [added: (163.0)] | | | | | | [removed: (5.4)] [added: (83.2)] | | |

The reported results during fiscal [added: 2025 and fiscal] 2024 reflect certain items which affect the comparability of our results, as noted in the following [removed: table.][added: tables.]

[removed: Fiscal] [added: Fiscal] 2024 [removed: Items][added: Items]

| | | | [removed: Fiscal] [added: Fiscal] Year Ended June 29, [removed: 2024] [added: 2024] | | | | | | | | | | | | | | |

| | | | Items affecting comparability | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | [removed: GAAP] [added: GAAP] Basis (As [removed: Reported)] [added: Reported)] | | | | | | [removed: Acquisition Costs] [added: Acquisition Costs] | | | | | | [removed: Non-GAAP] [added: Non-GAAP] Basis (Excluding [removed: Items)] [added: Items)] | | |

| | | | (millions, except per share data) | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Coach | | | [removed: $] [added: $] | [removed: 1,651.1] [added: 1,651.1] | | | | | [removed: $] [added: $] | [removed: —] [added: —] | | | | | [removed: $] [added: $] | [removed: 1,651.1] [added: 1,651.1] | |

| Kate Spade | | | [removed: 132.6] [added: 132.6] | | | | | | [removed: —] [added: —] | | | | | | [removed: 132.6] [added: 132.6] | | |

| Stuart Weitzman | | | [removed: (21.2)] [added: (21.2)] | | | | | | [removed: —] [added: —] | | | | | | [removed: (21.2)] [added: (21.2)] | | |

| Corporate | | | [removed: (622.4)] [added: (622.4)] | | | | | | [removed: (109.9)] [added: (109.9)] | | | | | | [removed: (512.5)] [added: (512.5)] | | |

| [removed: Operating] [added: Operating] income [removed: (loss)] [added: (loss)] | | | [removed: $] [added: $] | [removed: 1,140.1] [added: 1,140.1] | | | | | [removed: $] [added: $] | [removed: (109.9)] [added: (109.9)] | | | | | [removed: $] [added: $] | [removed: 1,250.0] [added: 1,250.0] | |

| [removed: Net] [added: Net] income [removed: (loss)] [added: (loss)] | | | [removed: $] [added: $] | [removed: 816.0] [added: 816.0] | | | | | [removed: $] [added: $] | [removed: (184.2)] [added: (184.2)] | | | | | [removed: $] [added: $] | [removed: 1,000.2] [added: 1,000.2] | |

| [removed: Net] [added: Net] income (loss) per diluted common [removed: share] [added: share] | | | [removed: $] [added: $] | [removed: 3.50] [added: 3.50] | | | | | [removed: $] [added: $] | [removed: (0.79)] [added: (0.79)] | | | | | [removed: $] [added: $] | [removed: 4.29] [added: 4.29] | |

Stuart Weitzman Business Divestiture

On February 16, 2025, the Company entered into a Purchase Agreement with Caleres to sell the Stuart Weitzman Business (as defined below).

The Purchaser acquired certain assets and liabilities of the Company's global business of designing, manufacturing, promotion, marketing, production, distribution, sales and licensing of Stuart Weitzman branded products (the "Stuart Weitzman Business") for total cash consideration of $105.0 million (the "Purchase Price"), subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses.

The sale was completed on August 4, 2025 (the "Stuart Weitzman Business Divestiture").

On October 28, 2024, the Company and Capri filed a Notice of Appeal with respect to the October 24, 2024 Opinion and Order.

On November 6, 2024, the United States Court of Appeals for the Second Circuit entered an order setting an expedited briefing schedule for the appeal of the decision of the United States District Court of the Southern District of New York granting the preliminary injunction of the merger.

On November 13, 2024, the Parties entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the Parties agreed to terminate the Merger Agreement, including all schedules and exhibits thereto and all ancillary agreements contemplated thereby or entered pursuant thereto (the “Termination Date”), effective immediately.

Pursuant to the Termination Agreement, the Company agreed to reimburse Capri for its expenses in an amount equal to $45.1 million in cash on November 14, 2024.

The Parties also agreed to release each other from claims, demands, damages, actions, causes of action and liability relating to or arising out of the Merger Agreement and the transactions contemplated therein or thereby.

Following termination of the Merger Agreement, the Parties and the FTC filed a stipulation withdrawing the appeal to the United States Court of Appeals for the Second Circuit on November 19, 2024 and the Second Circuit dismissed the appeal on November 20, 2024.

The Parties and the FTC also filed a Joint Motion to dismiss the complaint in the administrative trial on November 15, 2024 and the FTC dismissed the complaint on December 4, 2024.

On November 25, 2024, due to the termination of the Merger Agreement and pursuant to the terms of the indenture governing the Capri Acquisition Senior Notes, as supplemented, the Company redeemed all outstanding Capri Acquisition Senior Notes at a redemption price of 101% of the aggregate principal amount of such Capri Acquisition Senior Notes, plus accrued and unpaid interest to, but excluding, the date of redemption.

In addition, the Capri Acquisition Term Loan Facilities were terminated concurrently with the execution of the Termination Agreement on November 13, 2024.

The Company's next investor day will be held in September 2025, during which the Company will present its latest long-term growth strategy.

During the second half of fiscal 2025, the U.S. Government announced tariffs on imports from select countries.

The majority of the Company's products sold in the U.S. are imported from countries in which these tariffs were announced.

As a result of the Company's actions to accelerate inventory purchases and based on current trends of the business, we did not experience a meaningful negative impact to our results of operations in fiscal 2025.

At the time of this report, the Company estimates a projected tariff and trade policy impact of approximately 230 basis points to operating margin in fiscal 2026 after consideration of mitigating actions.

In addition, there could be further impact to our results of operations in fiscal 2026 and beyond depending on the outcome of trade negotiations.

The Company is prepared to take actions to mitigate this negative impact as changes in trade relations, economic and monetary policies are made clear.

Some of these organizations have recently revised the forecast slightly upwards since the third quarter of fiscal 2025.

Fiscal 2025 Impairment

During the fourth quarter of fiscal 2025, the Company performed its annual goodwill and indefinite-lived intangible assets impairment analysis.

The assessment concluded that the fair values of the Kate Spade reporting unit and indefinite-lived brand intangible asset did not exceed their respective carrying values due to a reduction in both current and future expected cash flows, which includes an estimated impact of cost increases due to changes in tariff and trade policies.

As a result, the Company recorded $244.1 million of impairment charges to goodwill for the Kate Spade reporting unit and $610.7 million of impairment charges to indefinite-lived brand intangible assets during the fourth quarter of fiscal 2025.

On June 26, 2025, the U.S. Treasury reached an agreement with the other G7 countries regarding the application of GloBE rules to U.S. parented multinational enterprises ("U.S. MNEs").

Most notably, the agreement includes a full exclusion for U.S. MNEs from the Undertaxed Profits Rule and Income Inclusion Rule, which are two of the three taxing mechanisms under GloBE.

Given that the third mechanism, QDMTT is still in force, it is unclear what impact if any this agreement will have on the Company.

Unless U.S. MNEs are likewise excluded from QDMTT, the Company believes QDMTT would have a negative impact on its effective tax rate in fiscal 2026 and beyond.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted.

Key income tax-related provisions of the OBBBA include the repeal of mandatory capitalization of research and development expenditures (reinstating full expensing beginning January 2025), permanent extension of 100% bonus depreciation, and revisions to international tax regimes that more closely align with the original application of Tax Cut Jobs Act of 2017.

The Company is evaluating the financial implications of the OBBBA and will begin reflecting its effects in the first quarter of fiscal 2026.

The Company believes this legislation will not have a material impact on its financial statements but will continue to evaluate as guidance becomes available.

FISCAL 2025 COMPARED TO FISCAL 2024

| Gross profit | | | 5,288.9 | | | | | | 75.4 | | | | | | 4,889.5 | | | | | | 73.3 | | | | | | 399.4 | | | | | | 8.2 | | |

| SG&A expenses | | | 4,873.9 | | | | | | 69.5 | | | | | | 3,749.4 | | | | | | 56.2 | | | | | | 1,124.5 | | | | | | 30.0 | | |

| Operating income (loss) | | | 415.0 | | | | | | 5.9 | | | | | | 1,140.1 | | | | | | 17.1 | | | | | | (725.1) | | | | | | (63.6) | | |

| Loss on extinguishment of debt | | | 120.1 | | | | | | 1.7 | | | | | | — | | | | | | — | | | | | | 120.1 | | | | | | NM | | |

| Net income (loss) | | | 183.2 | | | | | | 2.6 | | | | | | 816.0 | | | | | | 12.2 | | | | | | (632.8) | | | | | | (77.6) | | |

| Basic | | | $ | 0.84 | | | | | | | | | | | $ | 3.56 | | | | | | | | | | | $ | (2.72) | | | | | (76.3) | | |

The Capri Acquisition, once completed, will bring together six highly complementary brands with global reach, powered by the Company’s data-rich customer engagement platform and diversified, direct-to-consumer operating model.

The transaction is expected to close during calendar year 2024.

The Company has received regulatory approval from all applicable jurisdictions except for the United States.

The FTC’s complaint alleges that the Capri Acquisition, if consummated, would violate Section 7 of the Clayton Act and that the Merger Agreement and the Capri Acquisition constitute unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and should be enjoined.

The Company believes the FTC’s claims are without merit and intends to defend the lawsuit vigorously.Refer to Note 5, "Acquisitions" for further information.

In fiscal 2024, freight costs have continued to moderate as compared to prior year.

As a result, during fiscal 2024, the Company incurred lower freight expense of $84.2 million when compared to the prior year, positively impacting gross margin by approximately 130 basis points.

sales of $77.3 million, a positive impact to gross margin of approximately 30 basis points which benefited from the Company's hedging activity and approximately 10 basis point positive impact to operating margin.

Since fiscal 2019, the U.S. and China have both imposed tariffs on the importation of certain product categories into the respective country, with limited progress in negotiations to reduce or remove the tariffs.

Geopolitical Disruptions to Supply Chain

During fiscal 2024, certain geopolitical events have impacted trade routes in the Red Sea which have modestly increased inventory in-transit times and costs.

The Company has taken actions to minimize any potential disruptions and, at this time, does not anticipate material impact to our business or operating results.

We will continue to closely monitor the situation.

Covid-19 Pandemic

The Covid-19 pandemic has resulted in varying degrees of business disruption for the Company since it began in fiscal 2020 and has impacted all regions around the world, resulting in restrictions and shutdowns implemented by national, state and local authorities.

Such disruptions continued during the first half of fiscal 2023, and the Company's results in Greater China were adversely impacted as a result of the Covid-19 pandemic.

Starting in December 2022, certain government restrictions were lifted in the region and business trends have improved.

During fiscal 2024, the Covid-19 pandemic did not materially impact our business or operating results.

We continue to monitor the latest developments regarding the Covid-19 pandemic and potential impacts on our business, operating results and outlook.

Refer to Part I, Item 1A.

"Risk Factors" for additional discussion regarding risks to our business associated with the Covid-19 pandemic.

As a result, we do expect a modest negative impact on the Company’s effective tax rate, however, this could change as other countries enact similar legislation and further guidance is released.

We continue to closely monitor regulatory developments to assess potential impacts.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gross profit | | | 4,889.5 | | | | | | 73.3 | | | | | | 4,714.9 | | | | | | 70.8 | | | | | | 174.6 | | | | | | 3.7 | | |

| SG&A expenses | | | 3,749.4 | | | | | | 56.2 | | | | | | 3,542.5 | | | | | | 53.1 | | | | | | 206.9 | | | | | | 5.8 | | |

| Operating income (loss) | | | 1,140.1 | | | | | | 17.1 | | | | | | 1,172.4 | | | | | | 17.6 | | | | | | (32.3) | | | | | | (2.8) | | |

| Net income (loss) | | | 816.0 | | | | | | 12.2 | | | | | | 936.0 | | | | | | 14.1 | | | | | | (120.0) | | | | | | (12.8) | | |

| Basic | | | $ | 3.56 | | | | | | | | | | | $ | 3.96 | | | | | | | | | | | $ | (0.40) | | | | | (10.1) | | |

| Diluted | | | $ | 3.50 | | | | | | | | | | | $ | 3.88 | | | | | | | | | | | $ | (0.38) | | | | | (9.8) | | |

There were no charges affecting comparability during fiscal 2023.

| | | | | | | | | | | | | | | | | | |

| Coach | | | $ | 5,095.3 | | | | | $ | 4,960.4 | | | | | $ | 134.9 | | | | | 2.7 | | % | | | | 4.1 | | % | | | | | | |

| Kate Spade | | | 1,334.4 | | | | | | 1,418.9 | | | | | | (84.5) | | | | | | (6.0) | | | | | | (5.4) | | | | | | | | |

| Stuart Weitzman | | | 241.5 | | | | | | 281.6 | | | | | | (40.1) | | | | | | (14.2) | | | | | | (13.4) | | | | | | | | |

| Tapestry | | | $ | 6,671.2 | | | | | $ | 6,660.9 | | | | | $ | 10.3 | | | | | 0.2 | | | | | | 1.3 | | | | | | | | |

| Coach | | | $ | 3,875.4 | | | | | 76.1 | | % | | | | $ | 3,647.1 | | | | | 73.5 | | % | | | | $ | 228.3 | | | | | 6.3 | | % |

| Kate Spade | | | 871.2 | | | | | | 65.2 | | | | | | 900.1 | | | | | | 63.4 | | | | | | (28.9) | | | | | | (3.2) | | |

| Stuart Weitzman | | | 142.9 | | | | | | 59.2 | | | | | | 167.7 | | | | | | 59.6 | | | | | | (24.8) | | | | | | (14.8) | | |

As of June [removed: 29, 2024] [added: 28, 2025] and [removed: July 1, 2023,] [added: June 29, 2024,] the total notional values of outstanding forward currency contracts designated as cash flow hedges were [removed: $764.6] [added: $735.0] million and [removed: $842.3] [added: $764.6] million, respectively.

As a result of the above considerations, we do not believe that we are exposed to any undue concentration of counterparty credit risk associated with our derivative contracts as of June [removed: 29, 2024.][added: 28, 2025.]

This primarily includes exposure to exchange rate fluctuations in the Chinese Renminbi, the [removed: British Pound Sterling] [added: Singapore Dollar] and the [removed: Japanese Yen.][added: New Taiwan Dollar.]

As of June [removed: 29, 2024] [added: 28, 2025] and [removed: July 1, 2023,] [added: June 29, 2024,] the total notional values of outstanding forward foreign currency contracts related to these loans, payables and receivables were [removed: $348.2] [added: $157.0] million and [removed: $272.3] [added: $348.2] million, respectively.

The fair value of outstanding forward currency contracts included in current assets at June [added: 28, 2025 and June] 29, 2024 [removed: and July 1, 2023] was [removed: $58.3] [added: $6.8] million and [removed: $39.0] [added: $58.3] million, respectively.

The fair value of outstanding foreign currency contracts included in current liabilities at June [added: 28, 2025 and June] 29, 2024 [removed: and July 1, 2023] was [removed: $4.8] [added: $8.0] million and [removed: $0.3] [added: $4.8] million, respectively.

As of June [removed: 29, 2024] [added: 28, 2025] and [removed: July 1, 2023,] [added: June 29, 2024,] we have multiple fixed to fixed cross currency swap foreign exchange and forward foreign exchange agreements with aggregate notional amounts of [removed: $1.45] [added: $1.69] billion and [removed: $1.20] [added: $1.45] billion, respectively, [added: predominately] to hedge our net investment in Euro-denominated [removed: subsidiaries and] [added: subsidiaries,] Japanese Yen-denominated subsidiaries [added: and Chinese Renminbi-denominated subsidiaries] against future volatility in the exchange rates between the United States dollar and their local currencies.

The fair values of outstanding derivative contracts related to net investment hedges included in current assets and long-term assets at June [added: 28, 2025 and June] 29, 2024 [removed: and July 1, 2023] was [removed: $32.2] [added: $15.6] million and [removed: $13.1] [added: $32.2] million, respectively.

The fair values of outstanding derivative contracts related to net investment hedges included in current and long-term liabilities at June [added: 28, 2025 and June] 29, 2024 [removed: and July 1, 2023] was [removed: $139.4] [added: $263.0] million and [removed: $90.5] [added: $139.4] million, respectively.

Under the term of the cross currency swap contracts, we will exchange the semi-annual fixed rate payments on United States denominated debt for fixed rate payments of [removed: 6.0%] [added: 5.5%] to [removed: 6.3%] [added: 6.4%] in [removed: Euros] [added: Euros, Japanese Yen] and [added: Chinese Renminbi for] fixed rate payments of [removed: 3.1%] [added: 5.5%] to 7.9% in USD.

As of June [removed: 29, 2024,] [added: 28, 2025,] a 10% appreciation or depreciation of the U.S. Dollar against the foreign currencies under contract would result in a net increase or decrease, respectively, in the fair value of our derivative portfolio of approximately [removed: $55.0] [added: $294] million.

Our exposure to changes in interest rates is primarily attributable to debt outstanding under the [added: Amended] Revolving Credit Facility.

Our exposure to changes in interest rates is primarily attributable to debt outstanding under the [removed: $1.05 Billion Three-Year Term Loan Facility and the $350.0 million Five-Year Term Loan Facility (collectively, the "Capri Acquisition Term Loan Facilities") and the] $2.00 Billion [added: Amended] Revolving Credit Facility.

The applicable margin will be adjusted by reference to a grid [added: (the “Pricing Grid”)] based on the ratio of (a) consolidated debt [removed: (with] [added: (subject to reduction for] certain [removed: customary deductions] [added: debt incurred in connection with a pending acquisition or] for [removed: unrestricted cash and permitted investments)] [added: debt being discharged, satisfied or defeased),] to (b) consolidated EBITDAR.

Borrowings under the [added: Amended] Revolving Credit Facility bear interest at a rate per annum equal to, at the Company’s option, (i) for borrowings in U.S. Dollars, either (a) an alternate base rate or (b) a [removed: rate based on the forward-looking SOFR] term [removed: rate administered by CME Group Benchmark Administration Limited (or any successor administrator satisfactory to the administrative agent),] [added: secured overnight financing rate,] (ii) for borrowings in Euros, the Euro Interbank Offered Rate, (iii) for borrowings in Pounds Sterling, the Sterling Overnight Index Average Reference Rate and (iv) for borrowings in Japanese Yen, the Tokyo Interbank Offer Rate, plus, in each case, an applicable margin.

Borrowings under the [removed: Capri Acquisition Term Loan Facilities and] [added: Amended] Revolving Credit Facility [removed: (collectively, the "Credit Facilities")] are subject to interest rate risk due to changes in SOFR.

A hypothetical 10% change in the [added: Amended Revolving] Credit [removed: Facilities'] [added: Facility] interest rates would have resulted in an immaterial change in interest expense in fiscal [removed: 2024.][added: 2025.]

The following table shows the estimated fair values of the senior unsecured notes at June [added: 28, 2025 and June] 29, 2024 [removed: and July 1, 2023] based on external pricing data, including available quoted market prices of the instruments, and consideration of comparable debt instruments with similar interest rates and trading frequency, among other factors, and are classified as Level 2 measurements within the fair value hierarchy:

| | | | June [removed: 29, 2024] [added: 28, 2025] | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | |

| 4.250% Senior Notes due 2025 | | | $ | [removed: 300.2] [added: —] | | | | | $ | [removed: 295.1] [added: 300.2] | |

| 7.050% Senior Notes due 2025 | | | [removed: 508.1] [added: —] | | | | | | [removed: —] [added: 508.1] | | |

| 7.000% Senior Notes due 2026 | | | [removed: 770.7] [added: —] | | | | | | [removed: —] [added: 770.7] | | |

| 4.125% Senior Notes due 2027 | | | [removed: 378.2] [added: 393.0] | | | | | | [removed: 371.7] [added: 378.2] | | |

| 7.350% Senior Notes due 2028 | | | [removed: 1,036.5] [added: —] | | | | | | [removed: —] [added: 1,036.5] | | |

| 7.700% Senior Notes due 2030 | | | [removed: 1,042.9] [added: —] | | | | | | [removed: —] [added: 1,042.9] | | |

| 3.050% Senior Notes due 2032 | | | [removed: 402.9] [added: 443.2] | | | | | | [removed: 399.5] [added: 402.9] | | |

| 7.850% Senior Notes due 2033 | | | [removed: 1,311.3] [added: —] | | | | | | [removed: —] [added: 1,311.3] | | |

| 5.350% EUR Senior Notes due 2025(1) | | | [removed: 543.8] [added: —] | | | | | | [removed: —] [added: 543.8] | | |

| 5.375% EUR Senior Notes due 2027(1) | | | [removed: 550.8] [added: —] | | | | | | [removed: —] [added: 550.8] | | |

| 5.875% EUR Senior Notes due 2031(1) | | | [removed: 556.4] [added: —] | | | | | | [removed: —] [added: 556.4] | | |

The interest rate payable on the 4.125% Senior Notes due 2027 [removed: and the Capri Acquisition Senior Notes] will be subject to adjustments from time to time if either Moody’s or S&P or a substitute rating agency downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the respective senior notes of such series.

| 5.100% Senior Notes due 2030 | | | 756.8 | | | | | | — | | |

| 5.500% Senior Notes due 2035 | | | 748.2 | | | | | | — | | |

Borrowings under the Capri Acquisition Term Loan Facilities bear interest at a rate per annum equal to, at the Company’s option, either (a) an alternate base rate or (b) a rate based on the forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited (or any successor administrator) plus, in each case, an applicable margin.

The applicable margin will initially be (x) in the case of the Three-Year Term Loan Facility, 0.250% for base rate loans and 1.250% for SOFR loans and (y) in the case of the Five-Year Term Loan Facility, 0.375% for base rate loans and 1.375% for SOFR loans.

The applicable margin will be adjusted by reference to a grid (the “Pricing Grid”) based on the ratio of (a) consolidated debt to (b) consolidated EBITDAR.

Our global house of brands unites the magic of [removed: Coach,] [added: Coach and] kate spade new [removed: york and Stuart Weitzman.][added: york.]

Each of our brands are unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across [removed: business] channels and geographies.

We use our collective strengths to move our customers and empower our communities, to make the fashion industry more [removed: sustainable] [added: sustainable,] and to [removed: build a company that’s equitable,] [added: harness the power of an] inclusive [removed: and diverse.][added: culture.]

This segment represented [removed: 76.4%] [added: 79.9%] of total net sales in fiscal [removed: 2024.][added: 2025.]

This segment represented [removed: 20.0%] [added: 17.1%] of total net sales in fiscal [removed: 2024.][added: 2025.]

Having perfected the art of shoemaking for [removed: over 35] [added: nearly 40] years, the brand continues to expand its assortment to feature handbags and men's footwear, all the while staying true to its ethos of inspiring strength and confidence with every step.

Stuart Weitzman includes global sales of primarily Stuart Weitzman brand products to customers through our [removed: DTC and] [added: DTC,] wholesale [added: and licensing] businesses.

This segment represented [removed: 3.6%] [added: 3.0%] of total net sales in fiscal [removed: 2024.][added: 2025.]

In addition to these reportable segments, the Company has certain corporate [removed: costs] [added: expenses] that are not directly attributable to its [removed: brands;] [added: brands ("Unallocated corporate expenses");] therefore, they are not allocated to its segments.

Such costs primarily include certain overhead expenses related to corporate functions as well as certain administration, corporate occupancy, information [removed: technology,] [added: technology] and depreciation costs.

[removed: Direct-to-consumer] [added: DTC] revenues were approximately [removed: 87%] [added: 86%] of total net sales in fiscal [removed: 2024.][added: 2025.]

| Store Count | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: Amount] | | | | | | [removed: %] | | | | | | [removed: Amount] | | | | | | [removed: %] | | |

| North America | | | | | | 324 | | | | | | [removed: 330] [added: 324] | | | | | | [removed: 343] [added: 330] | | | | | | [removed: (6)] | | | | | | [removed: (1.8)] | | [removed: %] | | | | [removed: (13)] | | | | | | [removed: (3.8)] | | [removed: %] |

| International | | | | | | [removed: 606] [added: 607] | | | | | | [removed: 609] [added: 606] | | | | | | [removed: 602] [added: 609] | | | | | | [removed: (3)] | | | | | | [removed: (0.5)] | | [removed: %] | | | | [removed: 7] | | | | | | [removed: 1.2] | | [removed: %] |

| Total Coach | | | | | | [removed: 930] [added: 931] | | | | | | [removed: 939] [added: 930] | | | | | | [removed: 945] [added: 939] | | | | | | [removed: (9)] | | | | | | [removed: (1.0)] | | [removed: %] | | | | [removed: (6)] | | | | | | [removed: (0.6)] | | [removed: %] |

| North America | | | | | | [removed: 197] [added: 189] | | | | | | [removed: 205] [added: 197] | | | | | | [removed: 207] [added: 205] | | | | | | [removed: (8)] | | | | | | [removed: (3.9)] | | [removed: %] | | | | [removed: (2)] | | | | | | [removed: (1.0)] | | [removed: %] |

| International | | | | | | [removed: 181] [added: 171] | | | | | | [removed: 192] [added: 181] | | | | | | [removed: 191] [added: 192] | | | | | | [removed: (11)] | | | | | | [removed: (5.7)] | | [removed: %] | | | | [removed: 1] | | | | | | [removed: 0.5] | | [removed: %] |

| Total Kate Spade | | | | | | [removed: 378] [added: 360] | | | | | | [removed: 397] [added: 378] | | | | | | [removed: 398] [added: 397] | | | | | | [removed: (19)] | | | | | | [removed: (4.8)] | | [removed: %] | | | | [removed: (1)] | | | | | | [removed: (0.3)] | | [removed: %] |

| North America | | | | | | [removed: 34] [added: 28] | | | | | | [removed: 36] [added: 34] | | | | | | [removed: 39] [added: 36] | | | | | | [removed: (2)] | | | | | | [removed: (5.6)] | | [removed: %] | | | | [removed: (3)] | | | | | | [removed: (7.7)] | | [removed: %] |

| Total Stuart Weitzman | | | | | | [removed: 94] [added: 80] | | | | | | [removed: 93] [added: 94] | | | | | | [removed: 100] [added: 93] | | | | | | [removed: 1] | | | | | | [removed: 1.1] | | [removed: %] | | | | [removed: (7)] | | | | | | [removed: (7.0)] | | [removed: %] |

| North America | | | | | | [removed: 555] [added: 541] | | | | | | [removed: 571] [added: 555] | | | | | | [removed: 589] [added: 571] | | | | | | [removed: (16)] | | | | | | [removed: (2.8)] | | [removed: %] | | | | [removed: (18)] | | | | | | [removed: (3.1)] | | [removed: %] |

| International | | | | | | [removed: 847] [added: 830] | | | | | | [removed: 858] [added: 847] | | | | | | [removed: 854] [added: 858] | | | | | | [removed: (11)] | | | | | | [removed: (1.3)] | | [removed: %] | | | | [removed: 4] | | | | | | [removed: 0.5] | | [removed: %] |

| Total Tapestry | | | | | | [removed: 1,402] [added: 1,371] | | | | | | [removed: 1,429] [added: 1,402] | | | | | | [removed: 1,443] [added: 1,429] | | | | | | [removed: (27)] | | | | | | [removed: (1.9)] | | [removed: %] | | | | [removed: (14)] | | | | | | [removed: (1.0)] | | [removed: %] |

| Avg. Square Footage | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: Amount] | | | | | | [removed: %] | | | | | | [removed: Amount] | | | | | | [removed: %] | | |

| North America | | | | | | [removed: 4,905] [added: 4,907] | | | | | | [removed: 4,904] [added: 4,905] | | | | | | [removed: 4,839] [added: 4,904] | | | | | | [removed: 1] | | | | | | [removed: —] | | [removed: %] | | | | [removed: 65] | | | | | | [removed: 1.3] | | [removed: %] |

| International | | | | | | [removed: 2,342] [added: 2,388] | | | | | | [removed: 2,294] [added: 2,342] | | | | | | [removed: 2,257] [added: 2,294] | | | | | | [removed: 48] | | | | | | [removed: 2.1] | | [removed: %] | | | | [removed: 37] | | | | | | [removed: 1.6] | | [removed: %] |

| Total Coach | | | | | | [removed: 3,235] [added: 3,265] | | | | | | [removed: 3,211] [added: 3,235] | | | | | | [removed: 3,194] [added: 3,211] | | | | | | [removed: 24] | | | | | | [removed: 0.7] | | [removed: %] | | | | [removed: 17] | | | | | | [removed: 0.5] | | [removed: %] |

| North America | | | | | | [removed: 2,949] [added: 3,023] | | | | | | [removed: 2,876] [added: 2,949] | | | | | | [removed: 2,863] [added: 2,876] | | | | | | [removed: 73] | | | | | | [removed: 2.5] | | [removed: %] | | | | [removed: 13] | | | | | | [removed: 0.5] | | [removed: %] |

| International | | | | | | [removed: 1,439] [added: 1,502] | | | | | | [removed: 1,446] [added: 1,439] | | | | | | [removed: 1,441] [added: 1,446] | | | | | | [removed: (7)] | | | | | | [removed: (0.5)] | | [removed: %] | | | | [removed: 5] | | | | | | [removed: 0.3] | | [removed: %] |

| Total Kate Spade | | | | | | [removed: 2,226] [added: 2,301] | | | | | | [removed: 2,185] [added: 2,226] | | | | | | [removed: 2,181] [added: 2,185] | | | | | | [removed: 41] | | | | | | [removed: 1.9] | | [removed: %] | | | | [removed: 4] | | | | | | [removed: 0.2] | | [removed: %] |

| North America | | | | | | [removed: 1,938] [added: 1,927] | | | | | | [removed: 1,905] [added: 1,938] | | | | | | [removed: 1,919] [added: 1,905] | | | | | | [removed: 33] | | | | | | [removed: 1.7] | | [removed: %] | | | | [removed: (14)] | | | | | | [removed: (0.7)] | | [removed: %] |

| International | | | | | | [removed: 1,338] [added: 1,371] | | | | | | [removed: 1,371] [added: 1,338] | | | | | | [removed: 1,378] [added: 1,371] | | | | | | [removed: (33)] | | | | | | [removed: (2.4)] | | [removed: %] | | | | [removed: (7)] | | | | | | [removed: (0.5)] | | [removed: %] |

| Total Stuart Weitzman | | | | | | [removed: 1,555] [added: 1,566] | | | | | | [removed: 1,578] [added: 1,555] | | | | | | [removed: 1,589] [added: 1,578] | | | | | | [removed: (23)] | | | | | | [removed: (1.5)] | | [removed: %] | | | | [removed: (11)] | | | | | | [removed: (0.7)] | | [removed: %] |

| North America | | | | | | [removed: 4,029] [added: 4,095] | | | | | | [removed: 3,987] [added: 4,029] | | | | | | [removed: 3,951] [added: 3,987] | | | | | | [removed: 42] | | | | | | [removed: 1.1] | | [removed: %] | | | | [removed: 36] | | | | | | [removed: 0.9] | | [removed: %] |

| International | | | | | | [removed: 2,078] [added: 2,142] | | | | | | [removed: 2,043] [added: 2,078] | | | | | | [removed: 2,012] [added: 2,043] | | | | | | [removed: 35] | | | | | | [removed: 1.7] | | [removed: %] | | | | [removed: 31] | | | | | | [removed: 1.5] | | [removed: %] |

| Total Tapestry | | | | | | [removed: 2,850] [added: 2,912] | | | | | | [removed: 2,820] [added: 2,850] | | | | | | [removed: 2,804] [added: 2,820] | | | | | | [removed: 30] | | | | | | [removed: 1.1] | | [removed: %] | | | | [removed: 16] | | | | | | [removed: 0.6] | | [removed: %] |

- *Digital* \- We view our digital platform as an instrument to deliver our products to customers directly with the benefit of added accessibility as consumers can purchase our products [removed: wherever they choose.][added: beyond where our physical locations are based.]

Wholesale represented approximately [removed: 12%] [added: 13%] of our total net sales for fiscal [removed: 2024.][added: 2025.]

As of June [removed: 29, 2024,] [added: 28, 2025,] there were no customers who individually accounted for more than 10% of each segment’s total net sales.

Our key licensing relationships and their fiscal year expirations as of June [removed: 29, 2024] [added: 28, 2025] are as follows:

On February 16, 2025, the Company entered into a sale and purchase agreement (the “Purchase Agreement”) with Caleres, Inc. (the “Purchaser”) to sell the Stuart Weitzman Business (as defined below).

The Purchaser acquired certain assets and liabilities of the Company's global business of designing, manufacturing, promotion, marketing, production, distribution, sales and licensing of Stuart Weitzman branded products (the "Stuart Weitzman Business").

The sale was completed on August 4, 2025 (the "Stuart Weitzman Business Divestiture").

Refer to Note 5, "Acquisitions and Divestitures," and Note 21, "Subsequent Events," for further information.

The Company's next investor day will be held in September 2025, during which the Company will present its latest long-term growth strategy.

| International | | | | | | 52 | | | | | | 60 | | | | | | 57 | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Kate Spade | | | | | | Fashion Bedding | | | | | | Live Comfortably | | | | | | 2028 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| Handbags | | | $ | 3,223.3 | | | | | 57.6 | | % | | | | $ | 2,889.9 | | | | | 56.7 | | % | | | | $ | 2,847.1 | | | | | 57.4 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Accessories | | | 1,539.5 | | | | | | 27.5 | | | | | | 1,407.9 | | | | | | 27.6 | | | | | | 1,325.7 | | | | | | 26.7 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Footwear | | | 342.5 | | | | | | 6.1 | | | | | | 326.0 | | | | | | 6.4 | | | | | | 311.5 | | | | | | 6.3 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | 493.2 | | | | | | 8.8 | | | | | | 471.5 | | | | | | 9.3 | | | | | | 476.1 | | | | | | 9.6 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Handbags | | | $ | 623.0 | | | | | 52.1 | | % | | | | $ | 721.0 | | | | | 54.0 | | % | | | | $ | 779.7 | | | | | 54.9 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Accessories | | | 269.8 | | | | | | 22.5 | | | | | | 307.0 | | | | | | 23.0 | | | | | | 324.8 | | | | | | 22.9 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Footwear | | | 55.2 | | | | | | 4.6 | | | | | | 57.4 | | | | | | 4.3 | | | | | | 57.8 | | | | | | 4.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | 249.1 | | | | | | 20.8 | | | | | | 249.0 | | | | | | 18.7 | | | | | | 256.6 | | | | | | 18.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tapestry | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Handbags | | | $ | 3,846.3 | | | | | 54.9 | | % | | | | $ | 3,610.9 | | | | | 54.1 | | % | | | | $ | 3,626.8 | | | | | 54.4 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Accessories | | | 1,809.3 | | | | | | 25.8 | | | | | | 1,714.9 | | | | | | 25.7 | | | | | | 1,650.5 | | | | | | 24.8 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Footwear | | | 612.8 | | | | | | 8.7 | | | | | | 624.9 | | | | | | 9.4 | | | | | | 650.9 | | | | | | 9.8 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | 742.3 | | | | | | 10.6 | | | | | | 720.5 | | | | | | 10.8 | | | | | | 732.7 | | | | | | 11.0 | | | | | | | | | | | | | | | | | | | | | | | | | | |

*•*Handbags — This category primarily includes handbags classically inspired as well as fashion designs, business cases, computer bags, messenger-style bags, backpacks, travel bags and totes.

*•*Footwear — This category primarily includes women's and men's footwear, including casual shoes, dress shoes, boots, sneakers and sandals.

*•*Other — This category primarily includes outerwear, ready-to-wear, jewelry, watches, eyewear, fragrance, scarves, hats, gloves, other products, as well as royalties earned from the Company's licensing partners.

their brand.

Our marketing objective is to build emotional connections with consumers to drive acquisition.

Spain that work closely with our independent manufacturers.

During fiscal 2025, we continued to enhance our artificial intelligence, both predictive and generative, and machine learning models for areas such as data analytics, planning, marketing, customer journey personalization, pricing and product creation, to improve our customer capture and segmentation capabilities for more tailored and effective engagement.

◦As our company name suggests, we believe in the intertwining of a broad mix of people who bring a variety of perspectives, unleashing the power of innovation and self-expression in our products and experiences.

◦As a global employer, we work to continuously expand our aperture as wide as possible to acquire, retain and grow the best talent.

◦We aim to preserve and restore our planet through investments in solutions that improve biodiversity and reduce the impacts of climate change.

Founded in 1941, Coach, Inc., the predecessor to Tapestry, Inc., was incorporated in the state of Maryland in 2000.

During fiscal 2015, the Company acquired Stuart Weitzman Holdings LLC, a luxury women's footwear company.

During fiscal 2018, the Company acquired Kate Spade & Company, a lifestyle accessories and ready-to-wear company.

Later in fiscal 2018, the Company changed its name to Tapestry, Inc.

| | | | | | | | | | | | | | | | | | | | | | | | | Variance | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | 2024 vs 2023 | | | | | | | | | | | | 2023 vs 2022 | | | | | | | | |

| International | | | | | | 60 | | | | | | 57 | | | | | | 61 | | | | | | 3 | | | | | | 5.3 | | % | | | | (4) | | | | | | (6.6) | | % |

| Kate Spade | | | | | | Tableware and Housewares | | | | | | Lenox | | | | | | 2025 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Women's Handbags | | | $ | 2,495.7 | | | | | 37.5 | | % | | | | $ | 2,450.7 | | | | | 36.8 | | % | | | | $ | 2,574.8 | | | | | 38.5 | | % |

| Women's Accessories | | | 1,079.6 | | | | | | 16.2 | | | | | | 1,024.8 | | | | | | 15.4 | | | | | | 942.5 | | | | | | 14.1 | | |

| Men's | | | 983.9 | | | | | | 14.7 | | | | | | 947.1 | | | | | | 14.2 | | | | | | 904.8 | | | | | | 13.5 | | |

| Other Products | | | 536.1 | | | | | | 8.0 | | | | | | 537.8 | | | | | | 8.1 | | | | | | 499.2 | | | | | | 7.5 | | |

| Women's Handbags | | | $ | 721.0 | | | | | 10.9 | | % | | | | $ | 779.6 | | | | | 11.7 | | % | | | | $ | 819.5 | | | | | 12.2 | | % |

| Women's Accessories | | | 316.8 | | | | | | 4.7 | | | | | | 306.9 | | | | | | 4.6 | | | | | | 307.0 | | | | | | 4.6 | | |

| Other Products | | | 296.6 | | | | | | 4.4 | | | | | | 332.4 | | | | | | 5.0 | | | | | | 319.0 | | | | | | 4.8 | | |

*•*Women’s Handbags — Women’s handbag collections feature classically inspired as well as fashion designs.

These collections are designed to meet the fashion and functional requirements of our broad and diverse consumer base.

*•*Men’s — Men’s includes bag collections (including business cases, computer bags, messenger-style bags, backpacks and totes), small leather goods (including wallets, card cases, travel organizers and belts), footwear, watches, fragrances, sunglasses, novelty accessories and ready-to-wear items.

*•*Other Products — These products primarily include women's footwear, eyewear (such as sunglasses), jewelry (including bracelets, necklaces, rings and earrings), women's fragrances, watches, certain women's seasonal lifestyle apparel collections, including outerwear, ready-to-wear and cold weather accessories, such as gloves, scarves and hats.

In addition, Kate Spade brand housewares and home accessories, such as fashion bedding and tableware, and stationery and gifts are included in this category.

Email contacts are an important part of our communication and are sent to selected consumers to stimulate consumer purchases and build brand awareness.

Spain.

For example, we will continue to enhance certain of our machine learning models to improve our customer capture and segmentation capabilities.

COVID-19 PANDEMIC

The Covid-19 pandemic has resulted in varying degrees of business disruption for the Company since it began in fiscal 2020 and has impacted all regions around the world, resulting in restrictions and shutdowns implemented by national, state and local authorities.

Such disruptions persisted into the beginning of fiscal 2023, and the Company's results in Greater China (mainland China, Hong Kong SAR, Macao SAR and Taiwan) were adversely impacted as a result of the Covid-19 pandemic.

Towards the end of the first half of fiscal 2023, certain government restrictions were lifted in the region and business trends improved.

During fiscal 2024, the Covid-19 pandemic did not materially impact our business or operating results.

The Company continues to monitor the latest developments regarding the Covid-19 pandemic and potential impacts on our business, operating results and outlook.

◦We aim to foster a culture of purpose and fulfillment at Tapestry by embedding Equity, Inclusion and Diversity (“EI&D") throughout our organization and attracting and retaining talent with a compelling and engaging employee experience.

◦We have set goals focused on building diversity in our leadership team, reducing differences in our employee survey results based on gender and ethnicity, focusing on progression and establishing core wellness standards to enable our employees to manage their work and personal lives.

◦We tie 10% of leadership annual incentive plan compensation to EI&D goals on a global basis level.

◦We aim to sustain and restore our planet through continuous innovation in solutions that improve biodiversity and reduce our impact on climate change with a focus on renewable energy, increased use of environmentally preferred materials and production methods and circular business models that design out waste and pollution, keep products in use and restore natural systems.

Together with the Board, the HR Committee also provides oversight of the Company’s EI&D strategies.

Equity, Inclusion and Diversity

Our company name Tapestry, represents the diversity of our brands and the diversity of our people.

Our goal is to create a culture that is equitable, inclusive and diverse, where all of our employees, customers and stakeholders thrive.

Our EI&D strategy is grounded in our purpose and values and is a core element to unlocking the power of our people.

See discussion of legal proceedings in Note 13, "Commitments and Contingencies," in the accompanying consolidated financial statements.

The Company is involved in various routine legal proceedings as both plaintiff and defendant incident to the ordinary course of its business, such as to protect Tapestry, Inc.'s intellectual property rights, litigation instituted by persons alleged to have been injured by advertising claims or upon premises within the Company’s control, contract disputes, insurance claims and litigation, including wage and hour litigation with present or former employees.

Although the Company's litigation can result in large monetary awards, such as when a civil jury is allowed to determine compensatory and/or punitive damages, the Company believes that the outcome of all pending legal proceedings in the aggregate will not have a material effect on the Company's business or consolidated financial statements.

There have been no material developments with respect to any previously reported proceedings.

However, as previously disclosed, on August 10, 2023, the Company entered into a Merger Agreement by and among the Company, Merger Sub and Capri, pursuant to which, among other things, Merger Sub will merge with and into Capri (the “Merger”) with Capri surviving the Merger and continuing as a wholly owned subsidiary of the Company.

In connection with the Company’s proposed acquisition of Capri, we have been named as a defendant in legal proceedings by the FTC.

On April 22, 2024, the FTC filed a lawsuit in the United States District Court for the Southern District of New York against us and Capri seeking to block the proposed acquisition of Capri, claiming that the proposed acquisition would violate Section 7 of the Clayton Act and that the Merger Agreement and the Merger constitute unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and should be enjoined.

We believe the FTC’s claims are without merit, and we intend to defend the lawsuit vigorously.

For the Fiscal Year Ended June [removed: 29, 2024][added: 28, 2025]

The aggregate market value of Tapestry, Inc. common stock held by non-affiliates as of December [removed: 29, 2023] [added: 27, 2024] (the last business day of the most recently completed second fiscal quarter) was approximately [removed: $8.42] [added: $13.59] billion.

On August [removed: 2, 2024,] [added: 1, 2025,] the Registrant had [removed: 230,220,721] [added: 208,123,628] shares of common stock outstanding.

| Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders | | | | | | Part III, Items 10 – 14 | | |

| [Item [removed: 1.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_16)] [added: 1.](#i7ec2d1210adb482a9885ce31be7f31a0_16)] | | | [removed: [Business](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_16)] [added: [Business](#i7ec2d1210adb482a9885ce31be7f31a0_16)] | | | [removed: [2](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_16)] [added: [2](#i7ec2d1210adb482a9885ce31be7f31a0_16)] | | |

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| [Item [removed: 2.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_25)] [added: 2.](#i7ec2d1210adb482a9885ce31be7f31a0_28)] | | | [removed: [Properties](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_25)] [added: [Properties](#i7ec2d1210adb482a9885ce31be7f31a0_28)] | | | [removed: [29](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_25)] [added: [29](#i7ec2d1210adb482a9885ce31be7f31a0_28)] | | |

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| [Item [removed: 4.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_31)] [added: 4.](#i7ec2d1210adb482a9885ce31be7f31a0_34)] | | | [Mine Safety [removed: Disclosures](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_31)] [added: Disclosures](#i7ec2d1210adb482a9885ce31be7f31a0_34)] | | | [removed: [30](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_31)] [added: [29](#i7ec2d1210adb482a9885ce31be7f31a0_34)] | | |

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In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "may," "can," [added: "if,"] "continue," "project," "assumption," "should," "expect," "confidence," "goals," "trends," "anticipate," "intend," "estimate," "on track," "future," "well positioned to," "plan," "potential," "position," [added: "deliver,"] "believe," "seek," "see," "will," "would," [added: "uncertain," "achieve," "strategic," "growth,"] "target," [added: "guidance," "forecast," "outlook," "commit," "innovation," "drive," "leverage," "generate," "enhance," "effort," "progress," "we can stretch what’s possible,"] similar [removed: expressions] [added: expressions,] and variations or negatives of these words.

All [removed: statements,] [added: statements] other than statements of historical [removed: fact,] [added: fact] are statements that could be deemed forward-looking statements.

Tapestry, Inc.’s actual results could differ materially from the results contemplated by these forward-looking statements and are subject to a number of risks, uncertainties, estimates and assumptions that may cause actual results to differ materially from current expectations due to a number of factors, including those discussed in the sections of this Form 10-K filing entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These factors include, but are not limited to: (i) the impact of [added: international trade disputes and the risks associated with potential changes to international trade agreements, including the imposition or threat of imposition of new or increased tariffs or retaliatory tariffs implemented by countries where our manufacturers are located as well as the imposition of additional duties on the products we import; (ii) the impact of] economic conditions, recession and inflationary measures; [removed: (ii)] [added: (iii)] our exposure to international risks, including currency fluctuations and changes in economic or political conditions in the markets where we sell or source our products; [removed: (iii) the impact of the coronavirus ("Covid-19") pandemic;] (iv) our ability to retain the value of our brands and to respond to changing fashion and retail trends in a timely manner, including our ability to execute on our e-commerce and digital strategies; (v) [removed: our ability to successfully implement] the [removed: initiatives under our 2025 growth strategy;] [added: impact of tax and other legislation;] (vi) the effect of existing and new competition in the marketplace; (vii) [removed: satisfaction of the conditions precedent to consummation of the proposed acquisition of Capri Holdings Limited ("Capri"), including the] [added: our] ability to [removed: secure regulatory approval in the United States] [added: successfully identify and implement any sales, acquisitions or strategic transactions] on [removed: the] [added: attractive] terms [removed: expected, at all] or [removed: in a timely manner;] [added: at all, including our recently completed sale of the Stuart Weitzman Business;] (viii) our ability to achieve intended benefits, cost savings and synergies from [removed: acquisitions, including our proposed acquisition of Capri;] [added: acquisitions;] (ix) [removed: the outcome of the antitrust lawsuit by the Federal Trade Commission against us and Capri related to the consummation of the proposed acquisition; (x)] our ability to control costs; [removed: (xi)] [added: (x)] the effect of seasonal and quarterly fluctuations on our sales or operating results; [removed: (xii)] [added: (xi)] the risk of cyber security threats and privacy or data security breaches; [removed: (xiii)] [added: (xii)] our ability to satisfy our outstanding debt obligations or incur additional indebtedness; [removed: (xiv)] [added: (xiii)] the risks associated with climate change and other corporate responsibility issues; [removed: (xv) the impact of tax and other legislation; (xvi) the risks associated with potential changes to international trade agreements and the imposition of additional duties on importing our products; (xvii)] [added: (xiv)] our ability to protect against infringement of our trademarks and other proprietary rights; [removed: and (xviii)] [added: (xv)] the impact of pending and potential future legal [removed: proceedings.][added: proceedings and (xvi) such other risk factors as set forth in Part I, Item 1A.]

*In this Form 10-K, references to “we,” “our,” “us,” "Tapestry" and the “Company” refer to Tapestry, Inc., including consolidated subsidiaries as of June [removed: 29, 2024] [added: 28, 2025] ("fiscal [removed: 2024").][added: 2025").]

Fiscal [removed: 2024] [added: 2025] was a 52-week period, [removed: July 1, 2023] [added: June 29, 2024] ("fiscal [removed: 2023")] [added: 2024")] was a 52-week period, and July [removed: 2, 2022] [added: 1, 2023] ("fiscal [removed: 2022")] [added: 2023")] was a 52-week period.*

| [Signatures](#i7ec2d1210adb482a9885ce31be7f31a0_118) | | | | | | [58](#i7ec2d1210adb482a9885ce31be7f31a0_118) | | |

"Risk Factors" and elsewhere in this report.

| [Signatures](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_115) | | | | | | [58](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_115) | | |

On a periodic basis, the Company engages independent third-party subject matter experts to conduct a cybersecurity maturity assessment based on the National Institute of Standards [added: and] Technology framework, focused on risk assessment, global payment card industry audits, and compliance audits to help identify gaps and improve existing processes.

In addition, the Company has a cybersecurity risk program that includes policies and procedures around onboarding of [removed: third-parties,] [added: third parties,] contractual agreement review, risk assessment and [removed: on-going] [added: ongoing] monitoring of high-risk vendors.

- *Cybersecurity Awareness* – educating employees and third-party service providers on best practices for protecting the Company from cyber threats, which includes providing annual security and privacy industry-specific training to employees as well as conducting [removed: period] [added: periodic] phishing simulations to test their awareness.

As such, a multi-year cybersecurity strategy and roadmap are developed and incorporated into Tapestry’s [removed: long range] [added: long-range] planning and capital allocation process.

As part of our cyber incident response plan, our CISO is responsible [added: for] escalating certain cybersecurity incidents to relevant senior management, along with several stakeholders, who then convene to evaluate the materiality of such incident using a list of quantitative and qualitative guidelines.

The following table sets forth the location, use and size of the Company's key fulfillment, corporate and product development facilities as of June [removed: 29, 2024.][added: 28, 2025.]

| Shanghai, China | | | | | | Coach Asia regional fulfillment | | | | | | [removed: 179,000] [added: 96,000] | | | | | |

| Tokyo, Japan | | | | | | Corporate regional management | | | | | | [removed: 27,100] [added: 17,000] | | | | | |

| Dongguan, China | | | | | | Corporate sourcing, quality control and product development | | | | | | [removed: 17,000] [added: 73,000] | | | | | |

| New York, New York | | | | | | Kate Spade corporate management(1) | | | | | | 135,000 | | | | | |

(1) In the beginning of fiscal 2025, the Kate Spade corporate management office relocated to the Corporate global headquarters in New York.

As of August [removed: 2, 2024,] [added: 1, 2025,] there were [removed: 1,844] [added: 1,765] holders of record of Tapestry’s common stock.

The following graph compares the cumulative total stockholder return (assuming reinvestment of dividends) of the Company's common stock with the cumulative total return of the Standard & Poor's ("S&P") 500 Stock Index and the S&P 1500 Apparel, Accessories & Luxury Goods Index over the five-fiscal-year period ending June [removed: 29, 2024,] [added: 28, 2025,] the last day of Tapestry’s most recent fiscal year.

The graph assumes that $100 was invested on June [removed: 29, 2019] [added: 27, 2020] at the per share closing price in each of Tapestry’s common stock, the S&P 500 Stock Index and the S&P 1500 Apparel, Accessories & Luxury Goods Index, and that all dividends were reinvested.

[removed: ][added: ]

| | | | | | | Fiscal [removed: 2019] [added: 2020] | | | | | | Fiscal [removed: 2020] [added: 2021] | | | | | | Fiscal [removed: 2021] [added: 2022] | | | | | | Fiscal [removed: 2022] [added: 2023] | | | | | | Fiscal [removed: 2023] [added: 2024] | | | | | | Fiscal [removed: 2024] [added: 2025] | | |

On May 12, 2022, the Company announced that its Board [added: of Directors (the "Board")] authorized a common stock repurchase program to repurchase up to $1.50 billion of its outstanding common stock (the "2022 Share Repurchase Program").

Purchases of the Company's common stock [added: under this program] were executed through open market purchases, including through purchase agreements under Rule 10b5-1.

As of June [removed: 29, 2024] [added: 28, 2025,] the Company had [removed: $800] [added: $800.0] million of additional shares available to be repurchased as authorized under the 2022 Share Repurchase [added: Program and no remaining availability to repurchase shares under the 2025 Share Repurchase] Program.

| TPR | | | | | | $100.00 | | | | | | $339.92 | | | | | | $251.94 | | | | | | $360.87 | | | | | | $374.35 | | | | | | $779.94 | | |

| S&P 1500 Apparel, Accessories & Luxury Goods | | | | | | $100.00 | | | | | | $200.09 | | | | | | $122.52 | | | | | | $115.41 | | | | | | $101.21 | | | | | | $101.11 | | |

| S&P 500 | | | | | | $100.00 | | | | | | $146.97 | | | | | | $131.06 | | | | | | $155.10 | | | | | | $193.19 | | | | | | $221.32 | | |

On November 13, 2024, the Board authorized the Company to repurchase up to $2.00 billion of outstanding shares of its common stock (the "2025 Share Repurchase Program").

Under the 2025 Share Repurchase Program, the Company may repurchase shares on the open market, in privately negotiated transactions or in other transactions, including accelerated share repurchase programs.

On November 21, 2024, the Company entered into accelerated share repurchase agreements (the “ASR Agreements”) with Bank of America, N.A. and Morgan Stanley & Co. LLC (the “Dealers”) to repurchase an aggregate of up to $2.00 billion of the Company’s shares of common stock.

Under the ASR Agreements, the Company paid $2.00 billion to the Dealers and received an initial delivery of 28,363,766 shares of the Company's common stock on November 26, 2024.

The total number of shares purchased by the Company pursuant to the ASR Agreements will be based on the volume-weighted average price ("VWAP") of the Company's common stock on specified dates during the term of each of the ASR Agreements, less a discount, and subject to adjustments pursuant to the terms and conditions of the ASR Agreements.

The difference between the initially delivered shares and the total number of shares purchased will be settled in four tranches, no later than the first quarter of fiscal 2026.

During the quarter ended March 29, 2025, the Company cash settled $3.0 million related to 43,094 shares of common stock owed for the settlement of one tranche as a result of the increase in the VWAP of the Company's common stock.

During the quarter ended June 28, 2025, the Company cash settled $3.6 million related to 49,442 shares of common stock of an additional tranche.

There were no shares repurchased during the three months ended June 28, 2025 under the 2022 Share Repurchase Program and the 2025 Share Repurchase Program.

| TPR | | | | | | $100.00 | | | | | | $41.28 | | | | | | $140.34 | | | | | | $104.01 | | | | | | $148.98 | | | | | | $154.55 | | |

| S&P 1500 Apparel, Accessories & Luxury Goods | | | | | | $100.00 | | | | | | $56.86 | | | | | | $113.76 | | | | | | $69.66 | | | | | | $65.62 | | | | | | $57.55 | | |

| S&P 500 | | | | | | $100.00 | | | | | | $104.32 | | | | | | $153.32 | | | | | | $136.72 | | | | | | $161.80 | | | | | | $201.53 | | |

The authorized value of shares available to be repurchased under this program excludes the cost of commissions and excise taxes.

In August 2023, the company suspended its share repurchase activity in connection with the Merger Agreement with Capri.

Refer to Note 5 "Acquisitions," for further information.

There were no shares repurchased during fiscal 2024.

Management, under the supervision and with the participation of the Company’s CEO and CFO, assessed the effectiveness of the Company’s internal control over financial reporting as of June [removed: 29, 2024] [added: 28, 2025] and concluded that it was effective at the reasonable assurance level.

The Company’s independent auditors have issued an audit report on the Company's internal control over financial reporting as of June [removed: 29, 2024] [added: 28, 2025] as included elsewhere herein.

There were no changes in the Company’s internal control over financial reporting during the fourth quarter of [removed: 2024] [added: 2025] that were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There was no adoption, modification or termination of any Rule 10b5-1 plan or other trading arrangements by our directors and officers during the quarter ended June [removed: 29, 2024.][added: 28, 2025.]

The information required to be included by Item 10 of Form 10-K will be included in the Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders (the [removed: "2024] [added: "2025] Proxy Statement") and such information is incorporated by reference herein.

The [removed: 2024] [added: 2025] Proxy Statement will be filed with the Commission within 120 days after the end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

The information required by this Item will be included in the [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

The information under the headings “Securities Authorized for Issuance Under Equity Compensation Plans” and “Tapestry Stock Ownership by Certain Beneficial Owners and Management” in the Company’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

| [removed: 2.1] [added: 10.37] | | | | | | [removed: [Agreement and Plan of Merger,] [added: [Termination Agreement,] dated [removed: as of August 10, 2023,] [added: November 13, 2024,] by and among [removed: Tapestry, Inc.,] [added: the](https://www.sec.gov/Archives/edgar/data/1116132/000114036124046713/ef20038690_ex10-1.htm) [Registrant](https://www.sec.gov/Archives/edgar/data/1116132/000114036124046713/ef20038690_ex10-1.htm)[,] Sunrise Merger Sub, Inc. and Capri Holdings Limited, incorporated [added: herein] by reference to Exhibit [removed: 2.1] [added: 10.1] to the [removed: Company’s] [added: Registrant’s Current Report on] Form 8-K filed with the SEC on [removed: August 10, 2023 (File No. 001-16153)](https://www.sec.gov/Archives/edgar/data/1116132/000114036123038946/brhc20057354_ex2-1.htm)] [added: November 14, 2024](https://www.sec.gov/Archives/edgar/data/1116132/000114036124046713/ef20038690_ex10-1.htm)] | | |

| 3.6 | | | | | | [Articles of Amendment to Charter [removed: of Tapestry, Inc., effective] [added: of](http://www.sec.gov/Archives/edgar/data/1116132/000115752317002906/a51707847ex3_1.htm) [the Registrant,](http://www.sec.gov/Archives/edgar/data/1116132/000115752317002906/a51707847ex3_1.htm) [effective] as of October 31, 2017, which is incorporated by reference from Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on October 31, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000115752317002906/a51707847ex3_1.htm) | | |

| 3.7 | | | | | | [removed: [Amended and Restated Bylaws of Tapestry, Inc., effective] [added: [Bylaws of](https://www.sec.gov/Archives/edgar/data/1116132/000115752323000545/a53380033_ex31.htm) [the Registrant,](https://www.sec.gov/Archives/edgar/data/1116132/000115752323000545/a53380033_ex31.htm) [effective] as of [removed: October 31, 2017,] [added: April 12, 2023,] which is incorporated herein by reference from Exhibit [removed: 3.2] [added: 3.1] to the Registrant’s Current Report on Form 8-K filed on [removed: October 31, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000115752317002906/a51707847ex3_2.htm)] [added: April 13, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000115752323000545/a53380033_ex31.htm)] | | |

| [removed: 3.8] [added: 10.23†] | | | | | | [removed: [Bylaws of Tapestry, Inc.,] [added: [Tapestry, Inc. Special Severance Plan,] effective [removed: as of April] [added: August] 12, [removed: 2023,] [added: 2019,] which is incorporated herein by reference from Exhibit [removed: 3.1] [added: 10.40] to the Registrant’s [removed: Current] [added: Annual] Report on Form [removed: 8-K filed on April 13, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000115752323000545/a53380033_ex31.htm)] [added: 10-K for the fiscal year ended June 29, 2019](https://www.sec.gov/Archives/edgar/data/1116132/000111613219000016/exhibit1040-fy19.htm)] | | |

| 4.1 | | | | | | [Specimen Certificate for Common Stock [removed: of Tapestry, Inc. which] [added: of](http://www.sec.gov/Archives/edgar/data/1116132/000111613218000021/exhibit41-fy18.htm) [the Registrant](http://www.sec.gov/Archives/edgar/data/1116132/000111613218000021/exhibit41-fy18.htm) [which] is incorporated by reference from Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2018, filed on August 16, 2018](http://www.sec.gov/Archives/edgar/data/1116132/000111613218000021/exhibit41-fy18.htm) | | |

| 4.3 | | | | | | [removed: [First] [added: [Third] Supplemental Indenture, dated as of [removed: March 2, 2015,] [added: June 20, 2017,] relating to the [removed: 4.250%] [added: 4.125%] senior unsecured notes due [removed: 2025,] [added: 2027,] between Coach, Inc. and U.S. Bank National Association, as trustee, which is incorporated [removed: herein] by reference from Exhibit 4.2 to the [removed: Registrant’s] [added: Registrant's] Current Report on Form [removed: 8-K] [added: 8-K,] filed on [removed: March 2, 2015](http://www.sec.gov/Archives/edgar/data/1116132/000156761915000213/s000672x2_ex4-2.htm)] [added: June 20, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000156761917001296/s001755x2_ex4-2.htm)] | | |

| 4.4 | | | | | | [Form of [removed: 4.250%] [added: 4.125%] senior unsecured notes due [removed: 2025] [added: 2027] (included in the [removed: First] [added: Third] Supplemental Indenture), which is incorporated [removed: herein] by reference from Exhibit [removed: 4.3] [added: 4.4] to the [removed: Registrant’s] [added: Registrant's] Current Report on Form [removed: 8-K] [added: 8-K,] filed on [removed: March 2, 2015](http://www.sec.gov/Archives/edgar/data/1116132/000156761915000213/s000672x2_ex5-2.htm)] [added: June 20, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000156761917001296/s001755x2_ex4-2.htm)] | | |

| [removed: 4.5] [added: 4.6] | | | | | | [removed: [Third] [added: [First] Supplemental Indenture, dated as of [removed: June 20, 2017,] [added: December 1, 2021,] relating to the [removed: 4.125%] [added: 3.050%] senior unsecured notes due [removed: 2027,] [added: 2032,] between [removed: Coach, Inc. and] [added: the](https://www.sec.gov/Archives/edgar/data/0001116132/000114036121039993/brhc10031375_ex4-2.htm) [Registrant](https://www.sec.gov/Archives/edgar/data/0001116132/000114036121039993/brhc10031375_ex4-2.htm) [and] U.S. Bank National Association, as trustee, which is incorporated by reference from Exhibit 4.2 to the [removed: Registrant's] [added: Registrant’s] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: June 20, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000156761917001296/s001755x2_ex4-2.htm)] [added: December 1, 2021](https://www.sec.gov/Archives/edgar/data/0001116132/000114036121039993/brhc10031375_ex4-2.htm)] | | |

| [removed: 4.6] [added: 4.11] | | | | | | [Form of [removed: 4.125%] [added: 5.500%] senior unsecured notes due [removed: 2027] [added: 2035] (included in the [removed: Third] [added: First] Supplemental Indenture), which is incorporated by reference from Exhibit 4.4 to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K, filed on [removed: June 20, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000156761917001296/s001755x2_ex4-2.htm)] [added: December 11, 2024](https://www.sec.gov/Archives/edgar/data/1116132/000114036124049035/ny20039258x4_ex4-2.htm#A5.500SENIORNOTEDUE203)] | | |

| [removed: 4.7] [added: 4.5] | | | | | | [Indenture, dated as of December 1, 2021, between [removed: the Company and] [added: the](https://www.sec.gov/Archives/edgar/data/0001116132/000114036121039993/brhc10031375_ex4-1.htm) [Registrant](https://www.sec.gov/Archives/edgar/data/0001116132/000114036121039993/brhc10031375_ex4-1.htm) [and] U.S. Bank National Association, as trustee, which is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2021](https://www.sec.gov/Archives/edgar/data/0001116132/000114036121039993/brhc10031375_ex4-1.htm) | | |

| [removed: 4.8] [added: 4.9] | | | | | | [First Supplemental Indenture, dated as of December [removed: 1, 2021,] [added: 11, 2024,] relating to the [removed: 3.050%] [added: 5.100%] senior unsecured notes due [removed: 2032, between the Company] [added: 2030] and [added: the 5.500% senior unsecured notes due 2035, between the](https://www.sec.gov/Archives/edgar/data/1116132/000114036124049035/ny20039258x4_ex4-2.htm) [Registrant](https://www.sec.gov/Archives/edgar/data/1116132/000114036124049035/ny20039258x4_ex4-2.htm) [and] U.S. Bank [added: Trust Company,] National Association, as trustee, which is incorporated by reference from Exhibit 4.2 to the Registrant’s Current Report on Form [removed: 8-K] [added: 8-K,] filed on December [removed: 1, 2021](https://www.sec.gov/Archives/edgar/data/0001116132/000114036121039993/brhc10031375_ex4-2.htm)] [added: 11, 2024](https://www.sec.gov/Archives/edgar/data/1116132/000114036124049035/ny20039258x4_ex4-2.htm)] | | |

| [removed: 4.9] [added: 4.7] | | | | | | [Form of 3.050% senior unsecured notes due 2032 (included in the First Supplemental Indenture), which is incorporated by reference from Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed on December 1, 2021](https://www.sec.gov/Archives/edgar/data/0001116132/000114036121039993/brhc10031375_ex4-2.htm) | | |

| [removed: 4.10] [added: 4.8] | | | | | | [removed: [Second Supplemental] [added: [Base] Indenture, dated as of [removed: November 27, 2023, relating to the 7.050% senior unsecured notes due 2025, the 7.000% senior unsecured notes due 2026, the 7.350% senior unsecured notes due 2028, the 7.700% senior unsecured notes due 2030 and the 7.850% senior unsecured notes due 2033,] [added: December 11, 2024,] between [removed: the Company and] [added: the](https://www.sec.gov/Archives/edgar/data/1116132/000114036124049035/ny20039258x4_ex4-1.htm) [Registrant](https://www.sec.gov/Archives/edgar/data/1116132/000114036124049035/ny20039258x4_ex4-1.htm) [and] U.S. Bank Trust Company, National [removed: Association (as successor in interest to U.S. Bank National Association),] [added: Association,] as trustee, which is incorporated by reference from Exhibit [removed: 4.2] [added: 4.1] to the Registrant’s Current Report on Form 8-K, filed on [removed: November 27, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123054703/ny20014590x8_ex4-2.htm)] [added: December 11, 2024](https://www.sec.gov/Archives/edgar/data/1116132/000114036124049035/ny20039258x4_ex4-1.htm)] | | |

| [removed: 4.11] [added: 4.10] | | | | | | [Form of [removed: 7.050%] [added: 5.100%] senior unsecured notes due [removed: 2025] [added: 2030] (included in the [removed: Second] [added: First] Supplemental Indenture), which is incorporated by reference from Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed on [removed: November 27, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123054703/ny20014590x8_ex4-2.htm#Exhibit4.3)] [added: December 11, 2024](https://www.sec.gov/Archives/edgar/data/1116132/000114036124049035/ny20039258x4_ex4-2.htm#A5.100SENIORNOTEDUE203)] | | |

| [removed: 4.20] [added: 4.12] | | | | | | [Description of Securities, which is incorporated by reference from Exhibit 4.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020](http://www.sec.gov/Archives/edgar/data/0001116132/000111613220000022/exhibit49-fy20.htm) | | |

| 10.1† | | | | | | [Coach, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors, which is incorporated by reference from Exhibit 10.14 [removed: to The] [added: to](http://www.sec.gov/Archives/edgar/data/1116132/000095012303010503/y89793exv10w14.txt) [t](http://www.sec.gov/Archives/edgar/data/1116132/000095012303010503/y89793exv10w14.txt)[he] Registrant’s Annual Report on Form 10-K for the fiscal year ended June 28, 2003](http://www.sec.gov/Archives/edgar/data/1116132/000095012303010503/y89793exv10w14.txt) | | |

| [removed: 10.18†] [added: 10.30†] | | | | | | [Letter Agreement, dated [removed: June 22, 2015,] [added: April 12, 2021,] between [removed: Coach, Inc.] [added: the Registrant] and Todd Kahn, [removed: which is] incorporated by reference from Exhibit 10.2 to the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K, filed on June 22, 2015](http://www.sec.gov/Archives/edgar/data/1116132/000115752315002199/a51130001ex10_2.htm)] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/0001116132/000111613221000013/exhibit102q32021.htm)] | | |

| [removed: 10.19†] [added: 10.19] | | | | | | [removed: [Letter] [added: [Lease] Agreement, dated [added: as of] August [removed: 11,] [added: 1,] 2016, [added: by and] between [removed: Coach] [added: Coach,] Inc. and [removed: Todd Kahn,] [added: Legacy Yards Tenant LP,] which is incorporated [removed: herein] by reference from Exhibit [removed: 10.20] [added: 10.1] to the [removed: Registrant’s Annual] [added: Registrant's Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: period] ended [removed: June 27, 2020](http://www.sec.gov/Archives/edgar/data/0001116132/000111613220000022/exhibit1020-fy20.htm)] [added: October 1, 2016](http://www.sec.gov/Archives/edgar/data/1116132/000111613216000033/exhibit102q12017.htm)] | | |