Williams-Sonoma (WSM) 10-K risk factor changes: FY2025 vs FY2024

*•If we are unable to identify and analyze factors affecting our [removed: business,] [added: business and] anticipate changing consumer preferences and buying [removed: trends, and manage our inventory and marketing spend commensurate with customer demand,] [added: trends] our sales levels and operating results may decline.*

[removed: *•Our] [added: *Our] business and operating results may be harmed if we are unable to [added: manage our inventory and] timely and effectively deliver merchandise to our stores and customers.*

*•Declines in our comparable brand revenues may harm our operating results and cause a decline in [removed: the market price of] our [removed: common stock.*][added: stock price.*]

*•Our [removed: failure] [added: inability] to successfully manage the costs and performance of our [removed: digital] advertising might have a negative impact on our business.*

*•If we are unable to successfully manage the complexities associated with an omni-channel and multi-brand business, we may suffer declines in our existing business and our ability to attract new [removed: business.*][added: customers.*]

*•Our inability or failure to adequately [removed: protect] [added: secure] or [removed: enforce] [added: protect] our intellectual property rights could negatively impact our business.*

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

*•We depend on foreign suppliers and third-party agents for timely and effective sourcing of our [added: raw materials and] merchandise, and we may not be able to acquire [added: such] products in appropriate quantities and at acceptable prices to meet our needs.*

[removed: *•If our] [added: *•Our] suppliers [added: may] fail to [removed: adhere to] [added: meet] our quality control standards and test [removed: protocols, we] [added: protocols or] may [removed: delay] [added: fail to comply with applicable laws and regulations, which could result in delays or] a product [removed: launch or] recall [removed: a product, which] [added: and] could damage our reputation and negatively affect our operations and financial results.*

[removed: *•Our operating results may be harmed by unsuccessful management of our employment, occupancy and other operating costs, and the] [added: *•The] operation and growth of our business may be harmed if we are unable to [added: retain key associates,] attract qualified [removed: personnel.*][added: personnel and manage employment-related costs.*]

*•Changes to estimates related to our [removed: cash flow] [added: future financial] projections may cause us to incur impairment charges related to our long-lived assets for our retail store locations and other property and equipment, including information technology [removed: systems.*][added: systems, as well as goodwill and intangible assets.*]

Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer spending, including general economic conditions, inflationary pressures, consumer disposable income, [added: rising] fuel prices, recession and fears of recession, unemployment, war and fears of [removed: war,] [added: war (including the recent conflict with Iran),] outbreaks of disease, adverse weather, availability [added: and cost] of consumer credit, consumer debt levels, conditions in the housing market, elevated interest rates, sales tax rates and rate increases, consumer confidence in future economic and political conditions, and consumer perceptions of personal well-being and security.

Adverse changes in factors affecting discretionary consumer spending or decreases in consumer spending on home products during periods of decreased home purchases, [added: such as in the current environment,] have reduced and may in the future reduce consumer demand for our products, thus reducing our sales and harming our business and operating results.

*If we are unable to identify and analyze factors affecting our [removed: business,] [added: business and] anticipate changing consumer preferences and buying trends, [removed: and manage] our [removed: inventory and marketing spend commensurate with customer demand, our] sales levels and operating results may decline.*

Alternatively, we may be required to mark down certain products to sell any excess inventory or to sell such inventory through our [removed: outlet] [added: outlets] or other liquidation channels at prices which are significantly lower than our retail prices, any of which would negatively impact our business and operating results.

[removed: In addition, we] [added: We] must manage our inventory effectively and commensurate with customer demand.

Much of our inventory is sourced from suppliers located outside of the [removed: U.S. Thus, we usually must order] [added: U.S., resulting in ordering] merchandise, and [removed: enter into contracts] [added: contracting] for the purchase and manufacturing of such merchandise, up to twelve months and generally multiple seasons in advance of the applicable selling [removed: season and frequently before trends are known.][added: season.]

[added: -] *Our business and operating results may be harmed if we are unable to [removed: timely and effectively deliver merchandise to] [added: manage] our [removed: stores] [added: inventory] and [removed: customers.*][added: timely*]

Factors such as labor disputes, union organizing activity, geopolitical instability, [added: changing tariff and trade regulations,] acts of terrorism, war, outbreaks of disease, adverse weather, natural disasters, and climate [removed: change can affect the global supply chain and disrupt our business.]

For example, instability in the Middle East is deterring commercial vessels from traveling through the Suez [removed: Canal,] [added: Canal] and [added: the Strait of Hormuz, and] as a result, vessels are now traveling around the Cape of Good Hope, South Africa, resulting in longer transit times and increased costs.

Increases in transit times as a result of disruptions in ocean transit may require adjustments to our inventory stocking strategy, which could lead to an increase in on-hand inventory and a [removed: resulting] storage challenge.

[removed: Further, we] [added: We] cannot control all the various factors that might affect our e-commerce fulfillment rates and [added: the] timely and effective [removed: merchandise] delivery [added: of merchandise] to our stores and customers.

[removed: As a result of our dependence on all of these third-party providers, we are subject to risks, including] [added: Such risks include:] labor disputes, union organizing activity, fluctuations in fuel [removed: costs,] [added: costs (including recent fluctuations due to the conflict with Iran),] increases in regulatory burden, [added: changing tariff and trade regulations,] adverse weather, natural disasters, climate change, the [removed: closure of such carriers’ offices or a reduction in operational hours due to an economic slowdown or the inability to sufficiently ramp up operational hours during an economic recovery or upturn, availability of adequate trucking or railway providers, the] potential for railway and port worker strikes, possible acts of terrorism, war, outbreaks of disease or other factors affecting such carriers’ ability to provide delivery services to meet our shipping needs.

In addition, we face the risk that we cannot hire enough qualified associates to support our e-commerce operations, or that there will be a disruption in the workforce we engage from our third-party providers, especially during our [added: peak season.]

Our continued success depends in part on our ability to adapt to a rapidly changing media environment, including our reliance on social media and [removed: online advertising campaigns.]

Additionally, as we continue to expand our utilization of collaborations with [added: third-party] brands and individuals, our reputation could be negatively impacted by the actions of our collaborative partners and any related public responses.

In addition, customer sentiment could be shaped by [added: public actions taken by] our [added: executives or employees as well as our] corporate and supply chain policies and related design, sourcing and operations decisions.

- managing [added: against] increasingly competitive promotional activity;

- developing new innovative shopping experiences, like mobile [removed: applications and] [added: applications,] augmented reality [added: and AI] capabilities, that effectively engage today’s digital customers;

- [removed: smartly] [added: effectively] leveraging [removed: artificial intelligence ("AI")] [added: AI] and machine learning to enhance the customer experience and streamline processes;

[added: If any of these events result] in damage to our facilities or systems, or those of our suppliers, we may experience interruptions in our business until the damage is repaired, resulting in the potential loss of customers and revenues.

In addition, we may incur costs in repairing any damage beyond our [removed: applicable] [added: available] insurance coverage.

There has been [removed: increased] [added: continued] focus from our stakeholders, including consumers, associates and investors, on our sustainability [removed: initiatives, including our publicly stated goals.][added: initiatives.]

These [removed: statements] [added: initiatives] reflect our current plans and aspirations, and we cannot guarantee that we will be able to achieve them.

The standards for tracking and reporting on sustainability matters are [removed: relatively new and continue to evolve.][added: evolving.]

Further, if we do not make progress [removed: against] [added: on] our own goals, then our reputation, our ability to attract or retain associates and our competitiveness, including as an investment and a business partner, could be negatively impacted.

Our failure, or perceived failure, to pursue or [removed: fulfill] [added: meet] our goals or to satisfy various reporting standards within the timelines we announce, or at all, could also expose us to government enforcement actions and private litigation.

We are subject to [removed: changing] rules and regulations promulgated by a number of federal, state and local governmental and self-regulatory organizations, including the SEC, the New York Stock Exchange and the Financial Accounting Standards Board.

These rules and regulations continue to evolve in scope and complexity and [removed: many] new requirements have been created in response to laws enacted by U.S. federal and state legislatures, making compliance [removed: more] difficult and uncertain.

For example, compliance with [removed: California's recently adopted] [added: California’s] climate-related reporting requirements, and [added: any] similar proposals by state regulators and [removed: other] international regulatory bodies, could be costly, difficult and time consuming, especially as reporting standards are still evolving.

*and effectively deliver merchandise to our stores and customers.*

*•Our industry is highly competitive and we face increased competition based on a number of factors that could negatively impact our sales.*

*•We face disruption risks related to the outsourcing of certain aspects of our business to third parties, as well as challenges related to the insourcing of certain business functions.*

*•Our operating results may be harmed by unsuccessful management of our operating costs, including costs related to employment, advertising and occupancy.*

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

change can affect the global supply chain and disrupt our business.

Our dependence on these providers subjects us to certain risks which has caused, and could continue to cause, restrictions in shipping capacity and a related increase in costs.

Due to these factors, transportation companies, including ocean and rail freight and trucking, have struggled and may continue to struggle to operate profitably, further restricting shipping capacity and resulting in increased fulfillment expenses and delayed fulfillment.

Any such increased cost or delay in fulfillment could negatively impact the results of our business.

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

online advertising campaigns, and more recently the growing use of artificial intelligence (“AI”) and generative AI, as well as changes to consumer behavior based on these new technologies.

*Our industry is highly competitive and we face increased competition based on a number of factors that could negatively impact our sales.*

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

Separately, there is increased scrutiny of companies’ sustainability initiatives.

Such perception of our sustainability initiatives, whether due to perceived over or under pursuit of such initiatives, may likewise result in criticism as well as potential litigation or other adverse impacts.

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

In addition, changes to algorithms, pricing models, data access or other policies of key digital platforms on which we rely could adversely affect traffic, conversion, customer acquisition costs or overall marketing efficiency.

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

In addition, our use of new and evolving AI solutions, including solutions that drive web traffic and personalize search results, may alter the effectiveness of our advertising efforts.

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

profitably.

Generative AI may also enable the infringement of our intellectual property rights to proliferate, which may materially increase our legal costs.

If we rely on generative AI to create key work product, it could also limit the degree to which we can assert intellectual property rights in such work product.

*We face disruption risks related to the outsourcing of certain aspects of our business to third parties, as well as challenges related to the insourcing of certain business functions.*

In some cases, we rely on a single supplier or a limited number of suppliers for such services, and transitioning to alternative providers may be difficult, costly, time-consuming or not feasible.

We are also subject to risks associated with our reliance on third-party technology providers, including cloud-based and software-as-a-service providers, for access to our systems and the accuracy and security of the their functionality.

System upgrades, migrations or integrations may increase our exposure to cybersecurity risks or service interruptions.

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

These efforts may require significant management attention, investment in talent and systems, and extended transition periods, and may cause disruptions in our business or result in increased costs.

In the event we need to hire additional personnel, including associates during our peak selling season, we may experience difficulties in attracting and successfully hiring individuals with the appropriate skill sets due to the high level of competition for talent in our industry.

Further, if we fail to offer competitive wages or benefits, or to manage our workforce effectively, our ability to attract or retain appropriate talent could be negatively impacted.

Successful management of any employment-related cost is key to the growth of our business.

For example, in 2025, we acquired the intellectual property of Dormify and are in the process of launching it as a new brand.

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

For more information about our cybersecurity risk management, governance and oversight, see “[Item 1C: Cybersecurity](#if1c9a6ce36204823aaff149937cbaa89_25).”

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

Additionally, in the U.S. we must comply with broad state consumer privacy laws such as California’s CCPA and CPRA.

For more information about our cybersecurity risk management, governance and oversight, see “[It](#if1c9a6ce36204823aaff149937cbaa89_25)[em 1C: Cybersecurity](#if1c9a6ce36204823aaff149937cbaa89_25).”

The operation of legacy and new systems in parallel may further increase complexity and operational risk.

*•Our sales may be negatively impacted by increasing competition from companies with brands or products similar to ours.*

*•We outsource certain aspects of our business to third-party suppliers and are in the process of insourcing certain business functions from third-party suppliers.*

*•If we fail to attract and retain key personnel, our business and operating results may be harmed.*

In addition, periods of decreased home purchases, such as in the current environment, typically lead to decreased consumer spending on home products.

Our suppliers also may not have the capacity to handle our demands or may go out of business or have other delays in production in times of economic crisis.

If we are unable to effectively manage our inventory levels and supply chain, including by predicting the appropriate levels and type of inventory to stock within each of our distribution facilities, our business and operating results may be harmed.

Further, we have experienced, and may continue to experience increased costs and restricted capacity from our third-party shipping providers and shortages of raw materials used to make our products and increased costs associated with our packaging.

In addition, fuel costs have been volatile and vessel operating companies and other transportation companies continue to struggle to operate profitably, which could lead to increased fulfillment expenses.

peak season.

*Our sales may be negatively impacted by increasing competition from companies with brands or products similar to ours.*

If any of these events result

whose behavior indicates they might be interested in our products.

Customer

Further, time frames for lease negotiations and store development vary from location to location and can be subject to unforeseen delays or unexpected cancellations.

We may not be able to open new stores or, if opened, operate those stores profitably.

our operating results.

We may not be able to effectively protect or enforce our intellectual property rights in the U.S. or in foreign jurisdictions, particularly as we continue to expand our business offerings and geographic reach.

*We outsource certain aspects of our business to third-party suppliers and are in the process of insourcing certain business functions from third-party suppliers.*

In some cases, we rely on a single supplier for such services.

This may cause disruptions in our business and result in increased cost to us.

*If we fail to attract and retain key personnel, our business and operating results may be harmed.*

If any one of our key associates leaves, is

seriously injured or unable to work, or fails to perform and we are unable to find a qualified replacement either internally or externally, we may be unable to execute our business strategy.

Further, in the event we need to hire additional personnel, we may experience difficulties in attracting and successfully hiring such individuals due to competition for highly skilled personnel, increasing wages throughout the U.S., as well as the significantly higher cost of living expenses in our markets.

For example, in 2023 we launched our newest brand, GreenRow.

As a result, we may not be able to introduce new brands in a manner that improves our overall business and/or operating results and may therefore be forced to close the brands or new lines of business, which may damage our reputation and/or negatively impact our operating results.

systems or processes or those of our suppliers.

In addition, in November 2020, the CPRA was passed in the general election and amended the CCPA as of January 1, 2023, imposing new, and potentially broader, consumer privacy rights on businesses, including ours.

In terms of cybersecurity, pursuant to the SEC’s Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure we are required to make certain disclosures related to material cybersecurity incidents and the reasonably likely impact of such an incident on Form 8-K and are required to make certain other cybersecurity disclosures on Form 10-K.

Determining whether a cybersecurity incident is notifiable or reportable may not be straightforward and any such mandatory disclosures could be costly and lead to negative publicity, loss of customer confidence in the effectiveness of our security measures, diversion of management’s attention and governmental investigations.

Any perception that our practices violate individual privacy, data protection rights or cybersecurity requirements, even if unfounded,

We are also subject to the risks associated with the ability of our suppliers to provide information technology solutions to meet our needs.

Any disruptions could negatively impact our business and operating results.

We are heavily reliant on third-party suppliers for access to our systems and the accuracy of the functionality within the systems.

For example, any upward valuation in the Chinese yuan, the euro or any other foreign currency against the U.S. dollar may result in higher costs to us for those goods.

Failure to acquire sufficient merchandise could harm our business because we would be missing products that we felt were important to our assortment, unless and until alternative supply arrangements are secured.

if any, may not be of a suitable quality and/or may be more expensive than those we currently purchase.

Any recalls or other safety issues could harm our brands’ images and negatively affect our business and operating results.

In addition, certain aspects of our franchise arrangements are not directly within our control,

Recent U.S. administrations have enacted tariffs on imports from various countries.

The following discussion and analysis of our financial condition, results of operations, and liquidity and capital resources for the [removed: 53] [added: 52] weeks ended February [removed: 2, 2025] [added: 1, 2026] (“fiscal [removed: 2024”),] [added: 2025”),] and the [removed: 52] [added: 53] weeks ended [removed: January 28, 2024] [added: February 2, 2025] (“fiscal [removed: 2023”)] [added: 2024”)] should be read in conjunction with our Consolidated Financial Statements and notes thereto.

[removed: All explanations] [added: Explanations] of changes in operational results are discussed in order of magnitude.

A discussion and analysis of our financial condition, results of operations, and liquidity and capital resources for fiscal [removed: 2023] [added: 2024] compared to the 52 weeks ended January [removed: 29, 2023] [added: 28, 2024] (“fiscal [removed: 2022”),] [added: 2023”),] can be found under [Item [removed: 7](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/wsm-20240128.htm#i4d491f2029984edea0e0ffd592ba9848_43)] [added: 7](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/wsm-20250202.htm#i7d74ac8ec79843249d5d4ef5fc75cb18_46)] in our Annual Report on Form 10-K for fiscal [removed: 2023,] [added: 2024,] filed with the SEC on March [removed: 20, 2024,] [added: 27, 2025,] which is available on the SEC’s website at www.sec.gov and under the Financial Reports section of our Investor Relations website.

Our products in our portfolio of nine brands — Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation, Mark and Graham, and GreenRow — [added: represent distinct merchandise strategies that] are marketed through [removed: e-commerce websites, our] [added: e-commerce, direct-mail catalogs,] retail [removed: stores] [added: stores,] and [removed: direct-mail catalogs.][added: business-to-business.]

These brands [removed: are also part of] [added: collectively support] The Key Rewards, our loyalty and credit card program that offers members exclusive [removed: benefits across the Williams-Sonoma family of brands.][added: benefits.]

We operate in the U.S., Puerto Rico, Canada, Australia and the United [removed: Kingdom, offer international shipping to customers worldwide,] [added: Kingdom] and have unaffiliated franchisees that operate stores in [removed: the Middle East, the Philippines,] Mexico, South [removed: Korea] [added: Korea, India] and [removed: India, as well as e-commerce websites in certain locations.][added: the Philippines.]

Fiscal [removed: 2024] [added: 2025] Financial Results

From a channel perspective, the company comp [removed: decline] [added: growth] of [removed: 1.6%] [added: 3.5%] was driven by [removed: a negative 2.5%] comp [added: growth of 6.4%] in our [removed: e-commerce channel, partially offset by a positive 0.2%] [added: retail channel and] comp [added: growth of 2.2%] in our [removed: retail] [added: e-commerce] channel.

In fiscal [removed: 2024,] [added: 2025,] Pottery Barn, our largest brand, saw comparable brand revenue [removed: ("brand comp") decline] [added: (“brand comp”) growth] of [removed: 6.2%] [added: 0.4%] driven by [removed: reduced furniture demand and our strategy to reduce promotional activity, partially offset by relative] strength in [removed: our] [added: retail, offset by] non-furniture and seasonal categories.

The Pottery Barn Kids and Teen brands saw brand comp growth of [removed: 3.0%] [added: 4.4%] in fiscal [removed: 2024,] [added: 2025] driven by [removed: strength in] collaborations, [removed: our] [added: expanded] dorm and baby [removed: offerings] [added: offerings,] and [added: strong] seasonal [removed: decor.][added: gifting assortments.]

Finally, our emerging brands, Rejuvenation, Mark and Graham, and GreenRow, combined, delivered double-digit brand comp [removed: growth.][added: growth in fiscal 2025.]

We ended [removed: the year] [added: fiscal 2025] with a cash balance of [removed: $1.2] [added: $1.0] billion and generated positive operating cash flow of [removed: $1.4] [added: $1.3] billion.

In addition to our cash balance, we [removed: also] ended the year with no outstanding borrowings under our revolving line of credit.

This strong liquidity position allowed us to fund the operations of our business, invest [removed: $221.6] [added: $259.4] million in capital expenditures and return [removed: $1.1] [added: $1.2] billion [added: to our stockholders] through stock repurchases and [removed: dividends to stockholders.][added: dividends.]

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

In fiscal [removed: 2024,] [added: 2025,] diluted earnings per share was [added: $8.84 versus] $8.79 [added: in fiscal 2024] (which included the benefit of an out-of-period freight adjustment in the first quarter of fiscal 2024 of [removed: $0.29) versus $7.28 (which included (i) an impact of $0.10 related to exit costs associated with the closure of our West Coast manufacturing facility and the exiting of Aperture, a division of our Outward subsidiary, and (ii) an impact of $0.05 related to reduction-in-force initiatives, primarily in our corporate functions) in fiscal 2023.][added: $0.29).]

Looking Ahead to [removed: 2025][added: 2026]

Looking ahead to [removed: 2025, our focus] [added: 2026, we] will [removed: remain] [added: focus] on our three key priorities of (i) [removed: returning to] [added: accelerating] growth, (ii) [removed: elevating our] [added: delivering] world-class customer service and (iii) driving earnings.

Despite continued macroeconomic and geopolitical [removed: uncertainties,] [added: uncertainty, including ongoing unpredictability related to tariffs,] we are focused on [added: executing against] these priorities to [removed: deliver] [added: drive performance] in [removed: 2025] [added: 2026] and beyond.

[removed: *Elevating our] [added: *Delivering] World-Class Customer Service*

[removed: We plan to continue] [added: Our priorities include continuing] to [removed: limit out-of-market] [added: reduce out‑of‑market] and multiple shipments, [removed: reduce customer accommodations, lower returns and] [added: returns,] damages and [removed: reduce replacements.][added: replacements, and customer accommodations.]

As we look forward to the year ahead, we believe these [added: three] key priorities will set us apart from our competition and [removed: allow us to drive] [added: support] long-term growth and profitability.

We have a powerful portfolio of brands, serving a range of categories, [removed: aesthetics,] [added: aesthetics] and life stages, and we have built a strong omni-channel platform and infrastructure, which [added: we believe] positions us well for the next stage of growth.

However, the current uncertain macroeconomic [removed: environment with] [added: environment, including] the [added: evolving tariff and trade policy landscape, a] weak housing market, elevated interest rates, layoffs, inflationary pressure, [removed: political uncertainty,] [added: economic uncertainty and] global geopolitical instability [removed: and new tariffs] could [removed: negatively] [added: continue to] impact our business.

For information on risks, please see “Risk Factors” in [Part I, Item [removed: 1A](#i7d74ac8ec79843249d5d4ef5fc75cb18_19).][added: 1A](#if1c9a6ce36204823aaff149937cbaa89_19).]

Net revenues consist of sales of merchandise to our customers through our e-commerce websites, [removed: retail stores and] direct-mail [removed: catalogs,] [added: catalogs] and [added: retail stores, and] include shipping fees received from customers for delivery of merchandise to their homes.

The following table summarizes our net revenues by brand for fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023:][added: 2024:]

| *(In thousands)* | | | Fiscal [removed: 2024] [added: 2025] *1* | | | | | | Fiscal [removed: 2023] [added: 2024] *1* | | |

| Pottery Barn | | | $ | [removed: 3,039,939] [added: 2,999,332] | | | | | $ | [removed: 3,206,167] [added: 3,039,939] | |

| West Elm | | | [removed: 1,840,582] [added: 1,859,501] | | | | | | [removed: 1,854,811] [added: 1,840,582] | | |

| Williams Sonoma [added: *2*] | | | [removed: 1,302,821] [added: 1,362,308] | | | | | | [removed: 1,260,045] [added: 1,302,821] | | |

| Pottery Barn Kids and Teen | | | [removed: 1,107,057] [added: 1,138,051] | | | | | | [removed: 1,060,470] [added: 1,107,057] | | |

| Other [removed: *2*] [added: *3*] | | | [removed: 421,142] [added: 447,624] | | | | | | [removed: 369,159] [added: 421,142] | | |

| Total | | | $ | [removed: 7,711,541] [added: 7,806,816] | | | | | $ | [removed: 7,750,652] [added: 7,711,541] | |

[removed: *2Primarily] [added: *3Primarily] consists of net revenues from Rejuvenation, [removed: our international franchise operations,] Mark and Graham, [added: our international franchise operations] and GreenRow.*

Additionally, comparable brand revenue for [removed: new and] emerging [removed: concepts] [added: brands] is not separately disclosed until such time that we believe those sales are meaningful to evaluating the performance of the brand.

| *Comparable brand revenue growth (decline)* | | | Fiscal [removed: 2024] [added: 2025] *1* | | | | | | Fiscal [removed: 2023] [added: 2024] *1* | | |

| Pottery Barn | | | [removed: (6.2)] [added: 0.4] | | % | | | | [removed: (9.7)] [added: (6.2)] | | % |

| West Elm | | | [removed: (2.0)] [added: 2.9] | | | | | | [removed: (18.8)] [added: (2.0)] | | |

| Williams Sonoma [added: *2*] | | | [removed: 2.4] [added: 6.9] | | | | | | [removed: (0.7)] [added: 2.4] | | |

The evolving tariff landscape during fiscal 2025 had an impact on our business.

While our tariff mitigation efforts reduced the overall effect, tariffs impacted our Consolidated Statement of Earnings in fiscal 2025, due to the flow-through of higher tariffs into cost of goods sold.

Net revenues in fiscal 2025 increased $95.3 million, or 1.2%, due to (i) company comparable brand revenue (“company comp”) growth of $258.4 million, or 3.5%, partially offset by (ii) a decrease in non-comparable brand revenue of $45.9 million due to lower franchise net revenues and the closure of retail stores, and (iii) the impact of one less week of net revenues in fiscal 2025 compared to fiscal 2024 of $117.2 million.

West Elm saw brand comp growth of 2.9% in fiscal 2025 driven by new seasonal assortments, strength in retail and collaborations.

The Williams Sonoma brand saw brand comp growth of 6.9% in fiscal 2025 driven by strength in the brand's kitchen business supported by newness, collaborations, exclusive products and a strong holiday gift assortment.

Despite a challenging macroeconomic environment, including continued unpredictability around geopolitics and tariffs, we delivered record diluted earnings per share.

Our performance was driven by the execution of our three key priorities for 2025: returning to growth, elevating our world-class customer service and driving earnings.

These results also demonstrate the effectiveness of our tariff mitigation efforts, our ability to quickly adjust as the tariff landscape evolved, and the strength and durability of our operating model in driving profitable market share gains.

Our profitability in fiscal 2025 reflected disciplined execution across the company, as we maintained our focus on cost control.

*Subsequent Events*

On February 20, 2026, the U.S. Supreme Court held in Learning Resources, Inc. v.

Trump that the International Emergency Economic Powers Act (“IEEPA”) does not authorize a U.S. President to impose tariffs during peacetime national emergencies and that the challenge to the legality of the tariffs imposed under IEEPA was within the exclusive jurisdiction of the U.S. Court of International Trade (“CIT”), thus affirming the prior decision of the CIT in V.O.S. Selections, Inc. v.

United States.

As a result, on February 20, 2026, the U.S. President issued an executive order stating that the related tariffs were no longer in effect and ending the collection of these tariffs.

However, the U.S. President then issued an additional executive order imposing tariffs pursuant to Section 122 of the Trade Act of 1974 for 150 days, effective on February 24, 2026.

The Supreme Court's ruling did not address whether importers who paid IEEPA tariffs are entitled to refunds, and that issue remains subject to further litigation before the CIT.

We cannot predict whether or when any refunds will be available, or whether the administration will contest refund claims.

We are currently assessing the impact of these actions on our operations and Consolidated Financial Statements, including our ability to recover certain tariffs paid.

*Accelerating Growth*

We expect growth in 2026 to be driven across our portfolio of brands.

This strategy includes a focus on Pottery Barn's brand comp, the continued momentum in Williams Sonoma, West Elm and our Pottery Barn Kids and Teen brands, contributions from our emerging brands, and expansion of business‑to‑business.

Product innovation and increased levels of newness, including new furniture collections and finishes, are expected to support growth.

Additionally, expansion in baby, dorm and West Elm Office and increased penetration of branded and exclusive assortments are key growth strategies.

We will continue to create brand heat through collaborations, social and influencer partnerships and enhanced storytelling, while improving the channel experience across both e‑commerce and retail through investments in discovery, personalization, design services, take‑it‑home‑today offerings and selective store investments.

Our goal is to deliver the perfect order, on time and damage free, every time.

We plan to continue to optimize and automate our distribution centers and logistics network, supported by expanded use of artificial intelligence (“AI”) and advanced analytics, which we expect to improve inventory visibility, in‑stock levels and service times while driving efficiencies across our supply chain and customer care operations.

Our focus on operational efficiency and service improvements is expected to continue to support profitability in 2026.

We plan to emphasize full‑price selling, focus on product margin through disciplined markdown management,

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and drive sourcing efficiencies through vendor negotiations, re‑sourcing initiatives and organizational productivity improvements.

We will remain disciplined in managing selling, general and administrative expenses (“SG&A”), including employment and other variable costs, and expect continued AI‑enabled efficiencies across engineering, customer care and creative functions to drive earnings.

Growth creates leverage in our operating model, and improved service supports reinvestment in our business and delivers earnings growth.

The tariff environment has materially changed over the last year, and we expect that uncertainty to continue into fiscal 2026.

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Net revenues in fiscal 2025 increased $95.3 million, or 1.2%, due to (i) company comparable brand revenue growth of $258.4 million, or 3.5%, partially offset by (ii) a decrease in non-comparable brand revenue of $45.9 million due to lower franchise net revenues and the closure of retail stores, and (iii) the impact of one less week of net revenues in fiscal 2025 compared to fiscal 2024 of $117.2 million.

From a channel perspective, the company comp growth of 3.5% was driven by comp growth of 6.4% in our retail channel and comp growth of 2.2% in our e-commerce channel.

*2Includes Williams Sonoma Home net revenues.*

*2Includes results from Williams Sonoma Home.*

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Beginning in fiscal 2021 and continuing through fiscal 2022, global supply chain disruptions caused delays in inventory receipts and backorder delays, increased raw material costs, and higher shipping-related charges.

These disruptions improved in the fourth quarter of fiscal 2022.

However, the costs from these operational supply chain challenges impacted our Consolidated Statement of Earnings in the first half of fiscal 2023.

Net revenues in fiscal 2024, including the impact of the additional week, decreased $39.1 million, or 0.5%, with company comparable brand revenue ("company comp") decline of 1.6%.

This decrease was driven by customer hesitancy towards furniture purchases, partially offset by strength in our non-furniture and seasonal assortments.

In fiscal 2023, comparable brand revenue decline was materially consistent across both channels.

West Elm saw brand comp decline of 2.0% in fiscal 2024 driven by the impacts of the customer pull back in furniture during the first half of the year as a result of the brand's high percentage of its assortment in the furniture category, partially offset by strength from new product introductions across categories including furniture, decorative accessories and seasonal textiles.

The Williams Sonoma brand saw brand comp growth of 2.4% in fiscal 2024 resulting from strength in the brand's kitchen business driven by cookware, cutlery and electrics as well as our seasonal and decorative offerings.

We continued to improve our world-class customer service by driving supply chain improvements from lower returns and damages, reduced out-of-market and multiple shipments, reduced replacements and fewer customer accommodations.

These supply chain improvements continued to contribute meaningfully to our profitability in fiscal 2024.

Despite a challenging environment for home furnishings, we delivered a record operating margin with double-digit diluted earnings per share growth.

Our results this year demonstrate the flexibility, strength and durability of our operating model to drive market share gains and deliver profitability.

Our performance was due to the strong execution of our teams as well as our continued focus on full-price selling and cost control from our Company-wide financial discipline.

*Common Stock Split*

On July 9, 2024, we effected a 2-for-1 stock split of our common stock through a stock dividend.

All historical share and per share amounts, excluding treasury share amounts, in this Annual Report on Form 10-K have been retroactively adjusted to reflect the stock split.

The shares of common stock retain a par value of $0.01 per share.

Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from additional paid-in capital to common stock.

*Returning to Growth*

First, we believe we will deliver organic, core-brand growth due to increased levels of newness, innovation and growth initiatives, such as Pottery Barn Teen's dorm offering, Pottery Barn Kids' Modern Baby and West Elm Kids.

We are able to differentiate ourselves competitively through our in-house design capabilities and vertically-integrated sourcing organization, with the ability to expand into white space opportunities within our largest brands.

These differentiators give us a unique ability to offer high-quality products at compelling price points.

Second, we recognize the housing market may not improve in 2025.

Therefore, a key component of our strategy is our robust non-furniture assortment that includes inspirational seasonal and decorative accessories, textiles and housewares.

In addition, we will continue to introduce new furniture in compelling finishes and shapes.

Third, we will continue investing in strategic outside partnerships and collaborations in our core brands.

The talent of our in-house team with the creative vision of our collaborators attracts new customers and drives sales with our current customers.

Fourth, we will continue to find opportunities in our business-to-business division, leveraging our strength in design and commercial grade product offerings.

Our multi-channel capabilities and our leading assortment of commercial grade products are competitive differentiators.

Over the last few years, we have built customer relationships in the

commercial space in several industry verticals.

In addition, our exclusive offering of design-to-delivery services is a competitive advantage as we continue to build our business-to-business project pipeline.

Lastly, our emerging brands are expected to continue to provide incremental growth.

We have the in-house competency and ability to incubate and build new brands.

All of our brands were once an emerging brand, even our largest brand, Pottery Barn.

A key component of our future growth comes from expansion in Rejuvenation, Mark and Graham, and GreenRow.

We will continue our progress in delivering world-class customer service.

Additionally, we are focused on continued optimization and automation in our distribution centers and logistics networks to improve our service times.

The supply chain improvements contributing to elevating our world-class customer service are expected to continue to contribute meaningfully to our profitability.

Additionally, we will be disciplined on selling, general and administrative expenses ("SG&A"), including employment and advertising costs.

During fiscal [removed: 2024,] [added: 2025,] we had no borrowings under our Credit Facility.

As of February [removed: 2, 2025,] [added: 1, 2026,] our investments, made primarily in money market funds and interest bearing demand deposit accounts, are stated at cost and approximate their fair values.

We purchase the majority of our inventory from suppliers outside of the U.S. in transactions that are primarily denominated in U.S. dollars and, as such, any foreign currency impact related to these international purchase transactions was not significant to us during fiscal [removed: 2024] [added: 2025] or fiscal [removed: 2023.][added: 2024.]

While the impact of foreign currency exchange rate fluctuations was not material to us in fiscal [removed: 2024,] [added: 2025,] we have continued to see volatility in the exchange rates in the countries in which we do business.

However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the [removed: future, including by the heightened levels of inflation experienced globally during fiscal 2024 and fiscal 2023.][added: future.]

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Global trends, including inflationary pressures, are weakening customer sentiment, negatively impacting consumer spending behavior and slowing down consumer demand for our products.

However, our unique operating model and pricing power helped mitigate these increased costs during fiscal 2024 and fiscal 2023.

In the decades that followed, [removed: the quality of] our [removed: products,] [added: commitment to product quality,] our ability to identify new [removed: opportunities in the] market [added: opportunities] and our people-first [removed: approach to] business [added: approach] have [removed: facilitated] [added: driven] our expansion beyond the kitchen into nearly every area of the home, as well as the places where our customers work, stay and play.

Our in-house design capabilities and vertically integrated sourcing organization allow us to deliver high-quality, [removed: sustainable] [added: lasting] products at competitive prices.

Through our e-commerce platform, our in-house [removed: customer relationship management] [added: marketing] and data [removed: analytic] [added: analytics] teams optimize our digital spend and customer connections.

We have expanded our in-store services to not only provide [removed: an exceptional] [added: world-class] customer service [removed: experience] but to also serve as design centers and omni-fulfillment hubs.

Our [removed: products in our portfolio of nine] brands — Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation, Mark and Graham, and GreenRow — [added: represent distinct merchandise strategies that] are marketed through [removed: e-commerce websites, our] [added: e-commerce, direct-mail catalogs,] retail [removed: stores] [added: stores,] and [removed: direct-mail catalogs.][added: business-to-business.]

These brands [removed: are also part of] [added: collectively support] The Key Rewards, our loyalty and credit card program that offers members exclusive [removed: benefits across the Williams-Sonoma family of brands.][added: benefits.]

We operate in the U.S., Puerto Rico, Canada, Australia and the United [removed: Kingdom, offer international shipping to customers worldwide] [added: Kingdom] and have unaffiliated franchisees that operate stores in [removed: the Middle East, the Philippines,] Mexico, South [removed: Korea] [added: Korea, India] and [removed: India,] [added: the Philippines,] as well as e-commerce websites in certain locations.

We are focused on three key priorities — [removed: returning to] [added: accelerating] growth, [removed: elevating our] [added: delivering] world-class customer service and driving earnings.

We [removed: will] continue to improve our world-class customer service by driving supply chain [removed: improvements from] [added: improvements, with a focus on] reduced out-of-market and multiple shipments, fewer customer accommodations, lower returns and damages, and reduced replacements.

We have a powerful portfolio of brands, serving a range of categories, [removed: aesthetics,] [added: aesthetics] and life [removed: stages] [added: stages,] and we have built a strong omni-channel platform and infrastructure, which will position us well for the next stage of growth.

Williams Sonoma products offer everything for cooking, dining and entertaining, including: cookware, tools, electrics, cutlery, tabletop and bar, [added: food,] outdoor, furniture and a vast library of cookbooks.

[removed: The brand also includes] Williams Sonoma Home, a premium concept that offers classic home furnishings and decorative accessories, [removed: extending] [added: extends] the Williams Sonoma lifestyle beyond the kitchen into [added: nearly] every room of the home.

America’s most meaningful, beautiful design source, Pottery Barn brings together good products, people and values — seeking inspiration, quality and world-class customer service in everything [removed: we do.][added: the brand does.]

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[removed: Since] [added: Founded in] 1999, Pottery Barn Kids’ mission [removed: has been] [added: is] to bring the utmost in quality, safety and style into every family’s home.

[removed: Pottery Barn Kids’ designs are rigorously tested] [added: designed] to meet the highest child safety standards and are expertly crafted from the best materials to last beyond [removed: their] [added: the] childhood years.

Born in [removed: Brooklyn] [added: Brooklyn, New York,] in 2002, West Elm is dedicated to transforming people’s spaces through [removed: creativity] [added: creativity, style] and [removed: style.][added: purpose.]

Launched in 2003, Pottery Barn Teen is the first home concept to focus exclusively on the teen [removed: market.][added: market and offers a collection of long-lasting furniture and stylish decor.]

Rejuvenation, founded in [removed: 1977 with a passion for timeless design and quality craftsmanship,] [added: 1977,] was acquired by Williams-Sonoma, Inc. in 2011.

[removed: With design, manufacturing and distribution facilities] [added: Headquartered] in Portland, Oregon, [removed: Rejuvenation] [added: the brand] offers a [removed: wide] [added: broad] assortment of [removed: made-to-order] lighting, hardware, furniture and home décor inspired by history, designed for today and [removed: made] [added: crafted] to last for years to come.

Established in 2012, Mark and Graham is a leading monogrammed lifestyle brand [removed: that offers] [added: offering] thoughtfully designed personalized products and custom [removed: gifts.][added: gifts for every stage of life, across home, travel, pet, and baby and kids.]

The digitally-native brand is known for [removed: high quality collections, ranging from home gifts to luggage to handbags, designed] [added: its high-quality,] in-house [removed: that can be personalized] [added: designed collections, spanning decor, luggage, handbags and everyday essentials, all customizable] with hundreds of monograms.

As of February [removed: 2, 2025,] [added: 1, 2026,] we [removed: had] [added: operated] the following [removed: merchandise strategies:] [added: brands:] Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation, Mark and Graham, and [removed: GreenRow, which sell our products through our e-commerce websites, retail stores and direct-mail catalogs.][added: GreenRow.]

[removed: We offer shipping from many of our brands to countries worldwide, while our catalogs reach customers throughout the U.S. The] [added: Our] e-commerce and retail businesses complement each other by meeting customers where they are; building brand awareness and acting as effective advertising vehicles.

Consistent with our published privacy policies, we leverage our proprietary customer file, which is a unified view of customers across [added: our] brands and channels, for digital, email and catalog marketing purposes, augmented by models developed by our in-house [added: marketing and data] analytics [removed: team.][added: teams.]

Our retail stores serve as billboards for our brands, which we believe [removed: inspires] [added: inspire] new and existing customers to [removed: also] shop [added: in stores and] online.

We operate [removed: 512] [added: 506] stores, which include [removed: 477] [added: 473] stores in [removed: 40] [added: 41] states, Washington, D.C. and Puerto Rico, [removed: 19] [added: 18] stores in Canada, [removed: 14] [added: 13] stores in Australia and 2 stores in the United Kingdom.

We also have multi-year franchise agreements with third parties in [removed: the Middle East, the Philippines,] Mexico, South [removed: Korea and] [added: Korea,] India [added: and the Philippines] that [removed: currently] operate [removed: 126] [added: 90] franchised locations as well as e-commerce websites in certain locations.

We purchase most of our merchandise from numerous foreign and domestic manufacturers and importers, the largest of which accounted for approximately 3% of our purchases during fiscal [removed: 2024.][added: 2025.]

Approximately [removed: 18%] [added: 19%] of our products were produced in the U.S. in fiscal [removed: 2024.][added: 2025.]

The remaining [removed: 82%] [added: 81%] of our merchandise purchases were sourced from foreign suppliers, with approximately [removed: 23%] [added: 19%] from China, 16% from [removed: India, 14%] [added: Vietnam, 15%] from [removed: Vietnam] [added: India,] and [removed: 29%] [added: 31%] from the rest of the world.

Merchandise purchases in fiscal [removed: 2024] [added: 2025] from Mexico and Canada were not significant.

We manufacture merchandise, primarily upholstered furniture and lighting, at our facilities located in [added: Mississippi,] North Carolina, [removed: Oregon] and [removed: Mississippi.][added: Oregon.]

Despite these challenges, we believe our key differentiators, growth [removed: strategies] [added: initiatives] and the [removed: efficiencies] [added: strength] of our operating model to [removed: reduce] [added: control] costs and manage inventory levels leave us well-positioned to mitigate these costs in both the short- and long-term.

Risk [removed: Factors](#i7d74ac8ec79843249d5d4ef5fc75cb18_19)] [added: Factors](#if1c9a6ce36204823aaff149937cbaa89_19)] and to [Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7d74ac8ec79843249d5d4ef5fc75cb18_46)] [added: Operations](#if1c9a6ce36204823aaff149937cbaa89_46)] for further discussion on the effect the global supply chain disruption has had [added: and may have] on our results of operations.

Our e-commerce websites, [removed: retail stores and] direct-mail catalogs [added: and retail stores] compete with other retailers, including e-commerce retailers, large department stores, discount retailers, specialty retailers offering home-centered assortments and other direct-mail catalogs.

The continued shift to e-commerce has encouraged the entry of many new competitors, including [added: those with new business models and] discount retailers selling undifferentiated products at reduced [removed: prices and new business models,] [added: prices,] as well as increased competition from established companies.

We compete on the basis of our brand authority, the quality of our [removed: merchandise, our] [added: merchandise and] customer service, our proprietary customer list, [removed: our] e-commerce websites and marketing capabilities, [added: and] the location and appearance of our stores, as well as our in-house design, [removed: our] digital-first channel strategy and [removed: our values, which we believe have become increasingly relevant and set us apart from our competitors.][added: values.]

Our in-house teams design our proprietary products and work with our talented suppliers to bring high-quality, [removed: sustainable] [added: lasting] products to market through our high-touch multi-channel platform.

We are the world’s largest digital-first, design-led and sustainable home retailer.

Pottery Barn Kids’ products are

The brand’s mission is to bring the best in quality, style and value to every teen’s bedroom, dorm and more.

Rejuvenation’s made-to-order lighting and hardware are manufactured at and distributed from its Portland facility.

Launched in 2023, GreenRow specializes in the use of sustainable materials and artisan manufacturing practices.

The brand works with a world-class network of makers to create a collection of vibrant, vintage-inspired pieces, responsibly sourced and designed to last.

These brands represent distinct merchandise strategies and sell our products through our e-commerce websites, direct-mail catalogs, retail stores and business-to-business.

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We strive to deliver a workplace

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We and our brands may also use LinkedIn as a means of disclosing information about Williams-Sonoma and for complying with disclosure obligations under Regulation FD.

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Our vision is to own the home, and the places where our customers work, stay and play.

Pottery Barn Teen’s purpose is to make safe and sustainable designs that inspire teens to create the world they want to live in.

Pottery Barn Teen designs everything from organic bedding to multi-purpose furniture that adapts and lasts, with a mission to create for the future.

GreenRow, established in 2023, is an internally designed and developed brand specializing in the use of sustainable materials and manufacturing practices to create colorful, vintage-inspired heirloom quality products.

Every product in the digitally-native brand's assortment prioritizes utilizing innovative, sustainable manufacturing practices with low-impact materials wherever possible — including responsibly sourced linen, cotton, wood and recycled materials.

*Outward*

In 2017, we acquired Outward, Inc., a 3-D imaging and augmented reality platform for the home furnishings and décor industry.

Headquartered in San Jose, California, Outward’s technology enables scalable applications in product visualization, digital room design and augmented and virtual reality.

We were included in Barron’s 100 Most Sustainable U.S. Companies for 2025 for the 8th year running and were included in the Dow Jones Sustainability North America Index for the third time.

[removed: Any] [added: Claims which we pursue to protect our business as well as any] claims against us, whether meritorious or not, could result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources.

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For the fiscal year ended February [removed: 2, 2025.][added: 1, 2026.]

Registrant’s telephone number, including area [removed: code:] [added: code] (415) 421-7900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or [added: an] emerging growth company.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit [removed: report.☒][added: report.]

As of [removed: July 28, 2024,] [added: August 3, 2025,] the approximate aggregate market value of the registrant’s common stock held by non-affiliates was [removed: $19,653,959,421] [added: $22,608,389,080] based on the closing sale price as reported on the New York Stock Exchange on such date.

It is assumed for purposes of this computation that an affiliate includes all persons as of [removed: July 28, 2024] [added: August 3, 2025] listed as executive officers and directors with the Securities and Exchange Commission.

As of March [removed: 23, 2025, 123,509,495] [added: 22, 2026, 119,016,049] shares of the registrant’s common stock were outstanding.

Portions of our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, also referred to in this Annual Report on Form 10-K as our Proxy Statement, which will be filed with the Securities and Exchange Commission, or SEC, have been incorporated in [Part [removed: III](#i7d74ac8ec79843249d5d4ef5fc75cb18_160)] [added: III](#if1c9a6ce36204823aaff149937cbaa89_169)] hereof.

[removed: Such forward-looking statements include, without limitation, statements related to: our ability to provide sustainable products at competitive prices; changes in U.S. (federal, state and local) and international tax laws and trade policies and regulations; the impact of current and potential future tariffs and our ability to mitigate such impacts; the complementary nature of our e-commerce and retail channels; the plans, strategies, initiatives and objectives of management for future operations; our ability to execute strategic priorities and growth initiatives, including those regarding digital leadership, product and technology innovation, cross-brand initiatives, retail transformation and operational excellence; the strength of our business and our brands; our marketing efforts; our ability to provide world-class customer service via supply chain improvements from reduced out-of-market and multiple shipments, fewer customer accommodations, lower returns and damages, and reduced replacements; our belief that our key differentiators, growth strategies and the efficiencies of our operating model will allow us to reduce costs and manage inventory levels in both the short- and long-term; competition from companies with concepts or products similar to ours; our beliefs about our competitive advantages and areas of potential future growth in the market; the seasonal variations in demand; our ability to recruit, retain and motivate skilled personnel; our ability to protect our intellectual property rights; our ability to comply with the laws, rules and regulations of the U.S. and multiple foreign jurisdictions in which we operate; the impact of general economic conditions, inflationary pressures, consumer disposable income, fuel prices, recession and fears of recession, unemployment, war and fears of war, outbreaks of disease, adverse weather, availability of consumer credit, consumer debt levels, conditions in the housing market, elevated interest rates, sales tax rates and rate increases, consumer confidence in future economic and political conditions, and consumer perceptions of personal well-being and security; the impact of periods of decreased home purchases; our ability to grow our business-to-business division and the challenges we may face executing such growth; our ability to anticipate consumer preferences and buying trends overall and as they apply to specific brands; dependence on timely introduction and customer acceptance of our merchandise; effective inventory management; timely and effective sourcing of merchandise from our foreign and domestic suppliers and delivery of merchandise through our supply chain to our stores and customers; factors, including but not limited to fuel costs, labor disputes, union organizing activity, geopolitical instability, acts of terrorism and war, that can affect the global supply chain, including our third-party providers; our belief in the adequacy of our facilities and the availability of suitable additional or substitute space; our ability to improve our systems and processes; changes to our information technology infrastructure; shortages of raw materials used to make our products; uncertainties in e-marketing, infrastructure and regulation; our belief in the reasonableness of the steps taken to protect the security and confidentiality of the information we collect; multi-channel and multi-brand complexities; delays in store openings; our brands, products and related initiatives, including our ability to introduce new products, product lines, brands, and brand extensions, and bring in new customers; our belief in the ultimate resolution of current legal proceedings; challenges associated with our increasing global presence; our global business and expansion efforts, including franchise, other third-party arrangements and company-owned operations; adherence by our suppliers to our global compliance program and quality control standards; the effects of fluctuations in foreign currency rates and the impact of our hedging against such risks; dependence on external funding sources for operating capital; our compliance with financial covenants; disruptions in the financial markets; our ability to control employment, occupancy, supply chain, product, transportation and other operating costs; the adequacy of our insurance coverage; our stock repurchase programs; payment of dividends; the impact of new accounting pronouncements; our belief that our cash on hand and available credit facilities will provide adequate liquidity for our business operations; our belief regarding the effects of potential losses under our indemnification obligations; the effects of changes in our inventory reserves; our ability to deliver organic, core-brand growth; growth from our emerging brands; our ability to drive long-term sustainable returns; our capital allocation strategy in fiscal 2025; our planned use of cash in fiscal 2025; projections of earnings, revenues, growth and other financial items; and statements of belief and statements of][added: Such forward-looking statements include, without limitation, statements related to: our ability to provide products that are designed and built for durability and longevity at competitive prices; changes in and the related impact of U.S. (federal, state and local) and international tax laws and trade policies and regulations; our ability to mitigate current and potential future tariffs; the complementary nature of our e-commerce and retail channels; the plans, strategies, initiatives and objectives of management for future operations; our ability to execute strategic priorities and growth initiatives, including those regarding digital leadership, product and technology innovation, cross-brand initiatives, retail transformation and operational excellence; the strength of our business and our brands; our marketing efforts; our ability to provide world-class customer service through supply chain improvements; our belief that our key differentiators, growth strategies and the efficiencies of our operating model will allow us to reduce costs and manage inventory levels in both the short- and long-term; the highly competitive nature of our industry; our beliefs about our competitive advantages and areas of potential future growth in the market; the seasonal variations in demand; our ability to recruit, retain and motivate skilled personnel; our ability to protect our intellectual property rights; our ability to comply with the laws, rules and regulations of the U.S. and multiple foreign jurisdictions in which we operate; factors, including but not limited to general economic conditions, inflationary pressures, consumer disposable income, rising fuel prices, recession and fears of recession, unemployment, war and fears of war, adverse weather, availability of consumer credit, conditions in the housing market, elevated interest rates, and consumer confidence in current and future economic conditions that can affect consumer spending; the impact of periods of decreased home purchases; challenges we may face growing our business-to-business division; our ability to anticipate consumer preferences and buying trends overall and as they relate to specific brands; effective inventory management; timely and effective sourcing of merchandise from our foreign and domestic suppliers and delivery of merchandise through our supply chain to our stores and customers; factors, including but not limited to fuel costs, labor disputes, union organizing activity, geopolitical instability, and acts of terrorism and war, that can affect the global supply chain, including our third-party providers; our belief in the adequacy of our facilities and the availability of suitable additional or substitute space; our ability to successfully manage our order-taking and fulfillment operations; our ability to protect our brand reputation; our ability to respond to the growing use of and also adopt new technologies, including artificial intelligence; changes to our technology; uncertainties in e-marketing infrastructure and regulation; our belief in the reasonableness of the steps taken by us and our suppliers to protect the security and confidentiality of the information we collect; multi-channel and multi-brand complexities; our retail initiatives; our brands, products and related initiatives, including our ability to introduce new products, product lines, brands, and brand extensions, and bring in new customers; our belief in the ultimate resolution of current legal proceedings; challenges associated with our global presence and expansion efforts; shortages of raw materials used to make our products; the impact of non-adherence by our suppliers to our global compliance program and quality control standards; the effects of fluctuations in foreign currency rates and the impact of our hedging against such risks; our ability to maintain proper and effective internal controls; our compliance with financial covenants; disruptions in the financial markets; our ability to control employment, advertising, occupancy and other operating costs; the adequacy of our insurance coverage; our stock repurchase program; payment of dividends; the impact of new accounting pronouncements; our belief that our cash on hand and available credit facilities will provide adequate liquidity for our business operations; our belief regarding the effects of potential losses under our indemnification obligations; the effects of changes in our inventory reserves; our ability to deliver core-brand growth and growth from our emerging brands; our ability to drive long-term sustainable returns; our capital allocation strategy in fiscal 2026; our planned use of cash in fiscal 2026; projections of earnings, revenues, growth and other financial items; and statements of belief and statements of assumptions underlying any of the foregoing.]

[removed: You can identify these and other forward-looking statements by the use of words such as “will,”] “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continue,” or the negative of such terms, or other comparable terminology.

The risks, uncertainties and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in [Part I, Item [removed: 1A](#i7d74ac8ec79843249d5d4ef5fc75cb18_19)] [added: 1A](#if1c9a6ce36204823aaff149937cbaa89_19)] hereto and the risks, uncertainties and assumptions discussed from time to time in our other public filings with the SEC, which are available on the SEC’s [removed: web site] [added: website] at www.sec.gov.

FISCAL YEAR ENDED FEBRUARY [removed: 2, 2025][added: 1, 2026]

| Item 1. | | | [removed: [Business](#i7d74ac8ec79843249d5d4ef5fc75cb18_16)] [added: [Business](#if1c9a6ce36204823aaff149937cbaa89_16)] | | | [removed: [4](#i7d74ac8ec79843249d5d4ef5fc75cb18_16)] [added: [4](#if1c9a6ce36204823aaff149937cbaa89_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i7d74ac8ec79843249d5d4ef5fc75cb18_19)] [added: Factors](#if1c9a6ce36204823aaff149937cbaa89_19)] | | | [removed: [10](#i7d74ac8ec79843249d5d4ef5fc75cb18_19)] [added: [9](#if1c9a6ce36204823aaff149937cbaa89_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i7d74ac8ec79843249d5d4ef5fc75cb18_22)] [added: Comments](#if1c9a6ce36204823aaff149937cbaa89_22)] | | | [removed: [29](#i7d74ac8ec79843249d5d4ef5fc75cb18_22)] [added: [28](#if1c9a6ce36204823aaff149937cbaa89_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i7d74ac8ec79843249d5d4ef5fc75cb18_25)] [added: [Cybersecurity](#if1c9a6ce36204823aaff149937cbaa89_25)] | | | [removed: [30](#i7d74ac8ec79843249d5d4ef5fc75cb18_25)] [added: [29](#if1c9a6ce36204823aaff149937cbaa89_25)] | | |

| Item 2. | | | [removed: [Properties](#i7d74ac8ec79843249d5d4ef5fc75cb18_28)] [added: [Properties](#if1c9a6ce36204823aaff149937cbaa89_28)] | | | [removed: [31](#i7d74ac8ec79843249d5d4ef5fc75cb18_28)] [added: [30](#if1c9a6ce36204823aaff149937cbaa89_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i7d74ac8ec79843249d5d4ef5fc75cb18_31)] [added: Proceedings](#if1c9a6ce36204823aaff149937cbaa89_31)] | | | [removed: [32](#i7d74ac8ec79843249d5d4ef5fc75cb18_31)] [added: [31](#if1c9a6ce36204823aaff149937cbaa89_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i7d74ac8ec79843249d5d4ef5fc75cb18_34)] [added: Disclosures](#if1c9a6ce36204823aaff149937cbaa89_34)] | | | [removed: [32](#i7d74ac8ec79843249d5d4ef5fc75cb18_34)] [added: [31](#if1c9a6ce36204823aaff149937cbaa89_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7d74ac8ec79843249d5d4ef5fc75cb18_40)] [added: Securities](#if1c9a6ce36204823aaff149937cbaa89_40)] | | | [removed: [33](#i7d74ac8ec79843249d5d4ef5fc75cb18_40)] [added: [32](#if1c9a6ce36204823aaff149937cbaa89_40)] | | |

| Item 6. | | | [removed: [Reserved](#i7d74ac8ec79843249d5d4ef5fc75cb18_43)] [added: [Reserved](#if1c9a6ce36204823aaff149937cbaa89_43)] | | | [removed: [34](#i7d74ac8ec79843249d5d4ef5fc75cb18_43)] [added: [33](#if1c9a6ce36204823aaff149937cbaa89_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7d74ac8ec79843249d5d4ef5fc75cb18_46)] [added: Operations](#if1c9a6ce36204823aaff149937cbaa89_46)] | | | [removed: [35](#i7d74ac8ec79843249d5d4ef5fc75cb18_46)] [added: [34](#if1c9a6ce36204823aaff149937cbaa89_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7d74ac8ec79843249d5d4ef5fc75cb18_76)] [added: Risk](#if1c9a6ce36204823aaff149937cbaa89_76)] | | | [removed: [45](#i7d74ac8ec79843249d5d4ef5fc75cb18_76)] [added: [43](#if1c9a6ce36204823aaff149937cbaa89_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i7d74ac8ec79843249d5d4ef5fc75cb18_79)] [added: Data](#if1c9a6ce36204823aaff149937cbaa89_79)] | | | [removed: [46](#i7d74ac8ec79843249d5d4ef5fc75cb18_79)] [added: [44](#if1c9a6ce36204823aaff149937cbaa89_79)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7d74ac8ec79843249d5d4ef5fc75cb18_148)] [added: Disclosure](#if1c9a6ce36204823aaff149937cbaa89_154)] | | | [removed: [70](#i7d74ac8ec79843249d5d4ef5fc75cb18_148)] [added: [69](#if1c9a6ce36204823aaff149937cbaa89_154)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i7d74ac8ec79843249d5d4ef5fc75cb18_151)] [added: Procedures](#if1c9a6ce36204823aaff149937cbaa89_157)] | | | [removed: [70](#i7d74ac8ec79843249d5d4ef5fc75cb18_151)] [added: [69](#if1c9a6ce36204823aaff149937cbaa89_157)] | | |

| Item 9B. | | | [Other [removed: Information](#i7d74ac8ec79843249d5d4ef5fc75cb18_4947802326537)] [added: Information](#if1c9a6ce36204823aaff149937cbaa89_163)] | | | [removed: [71](#i7d74ac8ec79843249d5d4ef5fc75cb18_4947802326537)] [added: [70](#if1c9a6ce36204823aaff149937cbaa89_163)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i7d74ac8ec79843249d5d4ef5fc75cb18_157)] [added: Inspections](#if1c9a6ce36204823aaff149937cbaa89_166)] | | | [removed: [72](#i7d74ac8ec79843249d5d4ef5fc75cb18_154)] [added: [70](#if1c9a6ce36204823aaff149937cbaa89_163)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7d74ac8ec79843249d5d4ef5fc75cb18_163)] [added: Governance](#if1c9a6ce36204823aaff149937cbaa89_172)] | | | [removed: [74](#i7d74ac8ec79843249d5d4ef5fc75cb18_163)] [added: [71](#if1c9a6ce36204823aaff149937cbaa89_172)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i7d74ac8ec79843249d5d4ef5fc75cb18_166)] [added: Compensation](#if1c9a6ce36204823aaff149937cbaa89_175)] | | | [removed: [74](#i7d74ac8ec79843249d5d4ef5fc75cb18_166)] [added: [71](#if1c9a6ce36204823aaff149937cbaa89_175)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7d74ac8ec79843249d5d4ef5fc75cb18_169)] [added: Matters](#if1c9a6ce36204823aaff149937cbaa89_178)] | | | [removed: [74](#i7d74ac8ec79843249d5d4ef5fc75cb18_169)] [added: [71](#if1c9a6ce36204823aaff149937cbaa89_178)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7d74ac8ec79843249d5d4ef5fc75cb18_172)] [added: Independence](#if1c9a6ce36204823aaff149937cbaa89_181)] | | | [removed: [74](#i7d74ac8ec79843249d5d4ef5fc75cb18_172)] [added: [71](#if1c9a6ce36204823aaff149937cbaa89_181)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i7d74ac8ec79843249d5d4ef5fc75cb18_175)] [added: Services](#if1c9a6ce36204823aaff149937cbaa89_184)] | | | [removed: [74](#i7d74ac8ec79843249d5d4ef5fc75cb18_175)] [added: [71](#if1c9a6ce36204823aaff149937cbaa89_184)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i7d74ac8ec79843249d5d4ef5fc75cb18_181)] [added: Schedules](#if1c9a6ce36204823aaff149937cbaa89_190)] | | | [removed: [75](#i7d74ac8ec79843249d5d4ef5fc75cb18_181)] [added: [72](#if1c9a6ce36204823aaff149937cbaa89_190)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i7d74ac8ec79843249d5d4ef5fc75cb18_184)] [added: Summary](#if1c9a6ce36204823aaff149937cbaa89_193)] | | | [removed: [78](#i7d74ac8ec79843249d5d4ef5fc75cb18_184)] [added: [74](#if1c9a6ce36204823aaff149937cbaa89_193)] | | |

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

You can identify these and other forward-looking statements by the use of words such as “will,”

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

assumptions underlying any of the foregoing.

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

See “Risks Related to Technology” included as part of our risk factor disclosures in [Item [removed: 1A](#i7d74ac8ec79843249d5d4ef5fc75cb18_19)] [added: 1A](#if1c9a6ce36204823aaff149937cbaa89_19)] of this Annual Report on Form 10-K, which are incorporated [added: herein] by [removed: reference herein.][added: reference.]

Our cybersecurity risk management strategy process is led by our Chief Information Security [removed: Officer,] [added: Officer] and Chief Technology and Digital Officer, and leverages the expertise of our Chief Financial Officer, General Counsel and Chief Accounting Officer.

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

We lease store locations, distribution and manufacturing facilities, corporate facilities and customer care centers for our U.S. and [removed: foreign] [added: international] operations for original terms generally ranging from 5 to 22 years.

For our store locations, our gross leased store space as of February [removed: 2, 2025] [added: 1, 2026] totaled approximately [removed: 5,833,000] [added: 5,762,000] square feet for [removed: 512] [added: 506] stores compared to approximately [removed: 5,890,000] [added: 5,833,000] square feet for [removed: 518] [added: 512] stores as of [removed: January 28, 2024.][added: February 2, 2025.]

The following table summarizes the location and size of our leased facilities occupied by us as of February [removed: 2, 2025:][added: 1, 2026:]

| Texas | | | [removed: 1,056,000] [added: 1,298,000] | | |

| Nevada | | | [removed: 37,000] [added: 66,000] | | |

In addition to the above leased properties, we enter into agreements for other [removed: offsite] [added: off-site] storage needs for our distribution facilities and our retail store locations, as necessary.

As of February [removed: 2, 2025,] [added: 1, 2026,] the total leased space related to these properties was not material to us and is not included in the occupied square footage reported above.

As of February [removed: 2, 2025,] [added: 1, 2026,] we owned 471,000 square feet of space, primarily in California, for our corporate headquarters and certain data center operations.

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

| *International Operations* | | | | | |

| *Foreign Operations* | | | | | |

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

The closing price of our common stock on the NYSE on March [removed: 23, 2025] [added: 22, 2026] was [removed: $163.65.][added: $178.42.]

The number of stockholders of record of our common stock as of March [removed: 23, 2025] [added: 22, 2026] was [removed: 260.][added: 255.]

STOCK REPURCHASE [removed: PROGRAMS][added: PROGRAM]

The following table summarizes our repurchases of shares of our common stock during the fourth quarter of fiscal [removed: 2024] [added: 2025] under the $1.0 billion stock repurchase [removed: program] [added: authorization] announced in [removed: March] [added: September] 2024 (the [removed: “March] [added: “September] 2024 [removed: program”).][added: authorization”).]

| December [removed: 30, 2024] [added: 29, 2025] - February [removed: 2, 2025] [added: 1, 2026] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: 192,523,000] [added: 338,561,000] | |

Additionally, in [removed: September 2024,] [added: November 2025,] our Board of Directors [removed: authorized] [added: approved] a new $1.0 billion stock repurchase [removed: program] [added: authorization] (together with the [removed: March] [added: September] 2024 [removed: program,] [added: authorization,] “our [removed: programs”),] [added: program”),] which will become effective once our [removed: March] [added: September] 2024 [removed: program] [added: authorization] is fully utilized.

During fiscal [removed: 2024,] [added: 2025,] we repurchased [removed: 5,940,939] [added: 4,888,240] shares of our common stock at an average cost of [removed: $135.92] [added: $174.70] per share and a total cost of [removed: $807.5 million under our programs.][added: $854.0 million.]

As of February [removed: 2, 2025,] [added: 1, 2026,] we had a total of [removed: $1.2] [added: $1.3] billion in stock repurchase authorization remaining under our [removed: programs.][added: program.]

Stock repurchases under our [removed: programs] [added: program] may be made through open market and privately negotiated transactions at times and in such amounts as management deems appropriate.

The stock repurchase [removed: programs do] [added: program does] not have an expiration date and may be limited or terminated at any time without prior notice.

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

This graph compares the cumulative total stockholder return for our common stock with those of the S&P [removed: 500, NYSE Composite Index] [added: 500] and S&P 500 Consumer Discretionary Distribution and Retail, our peer group index.

Among Williams-Sonoma, Inc., the [removed: NYSE Composite Index,][added: S&P 500 Index and]

the S&P 500 Consumer Discretionary Distribution and Retail [removed: Index and the S&P 500] Index

[removed: ![FY24] [added: ![FY25] 10-K Performance Chart [removed: S&P 500.jpg](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/wsm-20250202_g1.jpg)][added: 2.9.26.jpg](https://www.sec.gov/Archives/edgar/data/719955/000071995526000059/wsm-20260201_g1.jpg)]

*$100 invested on [removed: February 2, 2020] [added: January 31, 2021] in stock or index, including reinvestment of dividends.

Fiscal year ended February [removed: 2, 2025.][added: 1, 2026.]

| S&P 500 Consumer Discretionary Distribution and Retail | | | | | | $100.00 | | | | | | [removed: $141.39] [added: $108.64] | | | | | | [removed: $153.61] [added: $88.85] | | | | | | [removed: $125.62] [added: $114.73] | | | | | | [removed: $162.21] [added: $161.20] | | | | | | [removed: $227.91] [added: $164.12] | | |

| November 3, 2025 - November 30, 2025 | | | | | | 1,395,613 | | | | | | $ | 178.62 | | | | | 1,395,613 | | | | | | $ | 387,531,000 | |

| December 1, 2025 - December 28, 2025 | | | | | | 263,087 | | | | | | $ | 186.13 | | | | | 263,087 | | | | | | $ | 338,561,000 | |

| Total | | | | | | 1,658,700 | | | | | | $ | 179.81 | | | | | 1,658,700 | | | | | | $ | 338,561,000 | |

| | | | | | | 1/31/21 | | | | | | 1/30/22 | | | | | | 1/29/23 | | | | | | 1/28/24 | | | | | | 2/2/25 | | | | | | 2/1/26 | | |

| Williams-Sonoma, Inc. | | | | | | $100.00 | | | | | | $122.02 | | | | | | $102.31 | | | | | | $172.58 | | | | | | $355.00 | | | | | | $349.00 | | |

| S&P 500 | | | | | | $100.00 | | | | | | $123.29 | | | | | | $113.16 | | | | | | $136.72 | | | | | | $172.78 | | | | | | $201.03 | | |

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

| October 28, 2024 - November 24, 2024 | | | | | | 776,184 | | | | | | $ | 128.84 | | | | | 776,184 | | | | | | $ | 192,523,000 | |

| November 25, 2024 - December 29, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 192,523,000 | |

| Total | | | | | | 776,184 | | | | | | $ | 128.84 | | | | | 776,184 | | | | | | $ | 192,523,000 | |

On March 24, 2025, we were added to the S&P 500.

We have replaced the NYSE Composite with the S&P 500 for the purposes of our stock performance graph, as we believe the S&P 500 is a more relevant benchmark to measure our performance.

We have continued to present the NYSE Composite here as a transitional measure.

| | | | | | | 2/2/20 | | | | | | 1/31/21 | | | | | | 1/30/22 | | | | | | 1/29/23 | | | | | | 1/28/24 | | | | | | 2/2/25 | | |

| Williams-Sonoma, Inc. | | | | | | $100.00 | | | | | | $188.41 | | | | | | $229.91 | | | | | | $192.77 | | | | | | $325.16 | | | | | | $668.86 | | |

| S&P 500 | | | | | | $100.00 | | | | | | $117.25 | | | | | | $144.56 | | | | | | $132.68 | | | | | | $160.30 | | | | | | $202.59 | | |

| NYSE Composite Index | | | | | | $100.00 | | | | | | $108.35 | | | | | | $128.03 | | | | | | $126.30 | | | | | | $136.52 | | | | | | $158.54 | | |

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

| | | | [removed: For the Fiscal Year Ended] | | | | | | [added: For the Fiscal Year Ended] | | | | | | | | |

| *(In thousands, except per share amounts)* | | | February [removed: 2, 2025] [added: 1, 2026] | | | | | | [removed: January 28, 2024] [added: February 2, 2025] | | | | | | January [removed: 29, 2023] [added: 28, 2024] | | |

| Net revenues | | | $ | [removed: 7,711,541] [added: 7,806,816] | | | | | $ | [removed: 7,750,652] [added: 7,711,541] | | | | | $ | [removed: 8,674,417] [added: 7,750,652] | |

| Cost of goods sold | | | [removed: 4,129,242] [added: 4,203,765] | | | | | | [removed: 4,447,051] [added: 4,129,242] | | | | | | [removed: 4,996,684] [added: 4,447,051] | | |

| Gross profit | | | [removed: 3,582,299] [added: 3,603,051] | | | | | | [removed: 3,303,601] [added: 3,582,299] | | | | | | [removed: 3,677,733] [added: 3,303,601] | | |

| Selling, general and administrative expenses | | | [removed: 2,152,115] [added: 2,187,329] | | | | | | [removed: 2,059,408] [added: 2,152,115] | | | | | | [removed: 2,179,311] [added: 2,059,408] | | |

| Operating income | | | [removed: 1,430,184] [added: 1,415,722] | | | | | | [removed: 1,244,193] [added: 1,430,184] | | | | | | [removed: 1,498,422] [added: 1,244,193] | | |

| Interest income, net | | | [removed: 55,548] [added: 36,838] | | | | | | [removed: 29,162] [added: 55,548] | | | | | | [removed: 2,260] [added: 29,162] | | |

| Earnings before income taxes | | | [removed: 1,485,732] [added: 1,452,560] | | | | | | [removed: 1,273,355] [added: 1,485,732] | | | | | | [removed: 1,500,682] [added: 1,273,355] | | |

| Income taxes | | | [removed: 360,481] [added: 364,123] | | | | | | [removed: 323,593] [added: 360,481] | | | | | | [removed: 372,778] [added: 323,593] | | |

| Net earnings | | | $ | [removed: 1,125,251] [added: 1,088,437] | | | | | $ | [removed: 949,762] [added: 1,125,251] | | | | | $ | [removed: 1,127,904] [added: 949,762] | |

| Basic earnings per share | | | $ | [removed: 8.91] [added: 8.96] | | | | | $ | [removed: 7.35] [added: 8.91] | | | | | $ | [removed: 8.29] [added: 7.35] | |

| Diluted earnings per share | | | $ | [removed: 8.79] [added: 8.84] | | | | | $ | [removed: 7.28] [added: 8.79] | | | | | $ | [removed: 8.16] [added: 7.28] | |

| Basic | | | [removed: 126,242] [added: 121,446] | | | | | | [removed: 129,148] [added: 126,242] | | | | | | [removed: 136,042] [added: 129,148] | | |

| Diluted | | | [removed: 128,041] [added: 123,153] | | | | | | [removed: 130,543] [added: 128,041] | | | | | | [removed: 138,199] [added: 130,543] | | |

| *(In thousands)* | | | February [removed: 2, 2025] [added: 1, 2026] | | | | | | [removed: January 28, 2024] [added: February 2, 2025] | | | | | | January [removed: 29, 2023] [added: 28, 2024] | | |

| Foreign currency translation adjustments | | | [removed: (6,136)] [added: 8,417] | | | | | | [removed: (999)] [added: (6,136)] | | | | | | [removed: (3,572)] [added: (999)] | | |

| Change in fair value of derivative financial instruments, net of tax [removed: of $0, $56 and $329] | | | [removed: 1] [added: —] | | | | | | [removed: 160] [added: 1] | | | | | | [removed: 932] [added: 160] | | |

| Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax [removed: (tax benefit) of $(33), $319 and $121] | | | [removed: 94] [added: —] | | | | | | [removed: (904)] [added: 94] | | | | | | [removed: (341)] [added: (904)] | | |

| Comprehensive income | | | $ | [removed: 1,119,210] [added: 1,096,854] | | | | | $ | [removed: 948,019] [added: 1,119,210] | | | | | $ | [removed: 1,124,923] [added: 948,019] | |

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

| *(In thousands, except per share amounts)* | | | February [removed: 2, 2025] [added: 1, 2026] | | | | | | [removed: January 28, 2024] [added: February 2, 2025] | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 1,212,977 | | | | | [removed: $] | 1,262,007 | | [added: | | | | 367,344 | | |]

| Accounts receivable, net | | | [removed: 117,678] [added: 126,821] | | | | | | [removed: 122,914] [added: 117,678] | | |

| Merchandise inventories, net | | | [removed: 1,332,429] [added: 1,462,849] | | | | | | [removed: 1,246,369] [added: 1,332,429] | | |

| Prepaid expenses | | | [removed: 66,914] [added: 80,053] | | | | | | [removed: 59,466] [added: 66,914] | | |

| Other current assets | | | [removed: 24,611] [added: 23,663] | | | | | | [removed: 29,041] [added: 24,611] | | |

| Total current assets | | | [removed: 2,754,609] [added: 2,713,187] | | | | | | [removed: 2,719,797] [added: 2,754,609] | | |

| Property and equipment, net | | | [removed: 1,033,934] [added: 1,095,158] | | | | | | [removed: 1,013,189] [added: 1,033,934] | | |

| Operating lease right-of-use assets | | | [removed: 1,177,805] [added: 1,270,272] | | | | | | [removed: 1,229,650] [added: 1,177,805] | | |

| Deferred income taxes, net | | | [removed: 120,657] [added: 99,161] | | | | | | [removed: 110,656] [added: 120,657] | | |

| Goodwill | | | [removed: 77,260] [added: 77,398] | | | | | | [removed: 77,306] [added: 77,260] | | |

| Other long-term assets, net | | | [removed: 137,342] [added: 156,736] | | | | | | [removed: 122,950] [added: 137,342] | | |

| Total assets | | | $ | [removed: 5,301,607] [added: 5,411,912] | | | | | $ | [removed: 5,273,548] [added: 5,301,607] | |

| Accounts payable | | | $ | [removed: 645,667] [added: 637,985] | | | | | $ | [removed: 607,877] [added: 645,667] | |

| Accrued expenses | | | [removed: 286,033] [added: 314,588] | | | | | | [removed: 264,306] [added: 286,033] | | |

| Gift card and other deferred revenue | | | [removed: 584,791] [added: 602,940] | | | | | | [removed: 573,904] [added: 584,791] | | |

| Income taxes payable | | | [removed: 67,696] [added: 78,943] | | | | | | [removed: 96,554] [added: 67,696] | | |

| Operating lease liabilities | | | [removed: 234,180] [added: 221,356] | | | | | | [removed: 234,517] [added: 234,180] | | |

| Other current liabilities | | | [removed: 93,607] [added: 98,318] | | | | | | [removed: 103,157] [added: 93,607] | | |

| Net earnings | | | $ | 1,088,437 | | | | | $ | 1,125,251 | | | | | $ | 949,762 | |

| Cash and cash equivalents | | | $ | 1,019,801 | | | | | $ | 1,212,977 | |

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 1,088,437 | | | | | | — | | | | | | — | | | | | | 1,088,437 | | |

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

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

| Repurchases of common stock*2* | | | (4,888) | | | | | | (49) | | | | | | (15,691) | | | | | | (843,970) | | | | | | — | | | | | | (1,911) | | | | | | (861,621) | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | (326,795) | | | | | | — | | | | | | — | | | | | | (326,795) | | |

| Balance at February 1, 2026 | | | 118,770 | | | | | | $ | 1,188 | | | | | $ | 587,433 | | | | | $ | 1,509,129 | | | | | $ | (13,176) | | | | | $ | (2,015) | | | | | $ | 2,082,559 | |

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

| Net earnings | | | $ | 1,088,437 | | | | | $ | 1,125,251 | | | | | $ | 949,762 | |

| Debt issuance costs | | | (1,187) | | | | | | — | | | | | | — | | |

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

*Accounts Receivable, Net*

Actual

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

| Corporate aircraft | | | 24 years | | |

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

In instances where these other obligations are fixed, they are included in the measurement of our lease liabilities, and when variable, they are excluded and recognized in the period in which the obligation for those payments is incurred.

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

We offer a customer loyalty program, The Key Rewards, that allows members to earn points on qualifying purchases.

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

individual performance obligation.

Advertising costs are expensed as incurred.

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

The adoption of this standard had an impact on the income tax disclosures, but it did not result in a change to our current or previously reported financial results.

We elected to adopt this guidance prospectively; therefore, the current-year effective tax rate reconciliation in [N](#if1c9a6ce36204823aaff149937cbaa89_112)[o](#if1c9a6ce36204823aaff149937cbaa89_112)[te D](#if1c9a6ce36204823aaff149937cbaa89_112) is presented in the new required format, while prior-year periods are presented using the previous guidance.

In September 2025, the FASB issued ASU 2025-06, *Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)*.

The ASU amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40.

In December 2025, the FASB issued ASU 2025-10, *Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities*.

The ASU establishes the recognition, measurement and presentation of government grants received by a business entity, including guidance for a grant related to an asset and a grant related to income.

We are currently evaluating the impact of this ASU on our Consolidated Financial Statements and related disclosures.

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

| *(In thousands)* | | | February 1, 2026 | | | | | | February 2, 2025 | | |

| Corporate aircraft | | | 52,710 | | | | | | — | | |

For the fiscal year ended February 2, 2025, construction in progress also included the corporate aircraft.*

In June 2025, we amended our existing credit facility, which increased our unsecured revolving line of credit to $600 million, amended certain interest rates and extended the maturity date of the facility, in addition to other updates (the “Credit Facility”).

As of February 1, 2026, no amounts were outstanding under our letter of credit facilities.

[Table of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law in the United States.

| Balance at January 30, 2022 | | | 143,964 | | | | | | $ | 1,440 | | | | | $ | 600,222 | | | | | $ | 1,074,084 | | | | | $ | (10,828) | | | | | $ | (711) | | | | | $ | 1,664,207 | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 1,127,904 | | | | | | — | | | | | | — | | | | | | 1,127,904 | | |

| Change in fair value of derivative financial instruments, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 932 | | | | | | — | | | | | | 932 | | |

| Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (341) | | | | | | — | | | | | | (341) | | |

| Repurchases of common stock | | | (12,847) | | | | | | (129) | | | | | | (36,069) | | | | | | (843,840) | | | | | | — | | | | | | — | | | | | | (880,038) | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | (216,329) | | | | | | — | | | | | | — | | | | | | (216,329) | | |

| Cash and cash equivalents at beginning of year | | | 1,262,007 | | | | | | 367,344 | | | | | | 850,338 | | |

*Common Stock Split*

On July 9, 2024, we effected a 2-for-1 stock split of our common stock through a stock dividend.

All historical share and per share amounts, excluding treasury share amounts, in this Annual Report on Form 10-K have been retroactively adjusted to reflect the stock split.

The shares of common stock retain a par value of $0.01 per share.

Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from additional paid-in capital to common stock.

*Accounts Receivable and Allowance for Doubtful Accounts*

*Goodwill*

If the carrying value of the reporting

In fiscal 2022, we performed our annual quantitative assessment of goodwill impairment for the Aperture reporting unit, a division of our Outward subsidiary, using the income approach.

We fully impaired the goodwill related to the Aperture reporting unit due to these assets not being recoverable in light of projected future cash flows, resulting in goodwill impairment charges of $8.0 million.

For all other reporting units, we concluded that the fair value exceeded their carrying values and no further impairment testing of goodwill was performed.

recognized within one year of the card issuance.

We have customer loyalty programs, which allow members to earn points for each qualifying purchase.

The increase in our gift card and other deferred revenue balance was primarily due to advance payments collected on certain product categories.

All advertising costs are expensed as incurred, or upon the release of the initial advertisement.

The Accounting Standards Update ("ASU") updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

We adopted this guidance for the year ended February 2, 2025 and have applied it retrospectively to all prior periods presented in our Consolidated Financial Statements, which did not result in a change to our current or previously reported financial results.

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*.

*(Subtopic 220-40): Clarifying the Effective Date*.

We have a credit facility (the "Credit Facility") which provides for a $500 million unsecured revolving line of credit.

As of February 2, 2025, the aggregate amount outstanding under our letter of credit facilities was $0.6 million, which represents only a future commitment to fund inventory purchases to which we had not taken legal title.

To mitigate the administrative burden for Multinational Enterprises in complying with the OECD Global Anti-Base Erosion rules during the initial years of implementation, the OECD developed the temporary “Transitional Country-by-Country Safe Harbor” (“Safe Harbor”).

This Safe Harbor applies for fiscal years beginning on or before December 31, 2026, but not including a fiscal year that ends after June 30, 2028.

Under the Safe Harbor, the top-up tax for such jurisdiction is deemed to be zero, provided that at least one of the Safe Harbor tests is met for the jurisdiction.

Of the regions in which we operate, Canada, United Kingdom, Australia, Netherlands, Italy, Portugal and Vietnam have implemented Pillar Two frameworks effective January 1, 2024.

Due to the potential resolution of tax issues, it is reasonably possible that the balance of gross unrecognized tax benefits could decrease within the next twelve months by a range of $0 to $3.4 million.

| Fiscal 2026 | | | 275,247 | | |

| Fiscal 2027 | | | 238,045 | | |

| Fiscal 2028 | | | 197,498 | | |

| Fiscal 2029 | | | 155,981 | | |

| Fiscal 2030 and thereafter | | | 395,275 | | |

| Less: interest | | | (223,410) | | |

We have also entered into agreements to lease additional retail spaces, which will commence in fiscal 2025.

As of February [removed: 2, 2025,] [added: 1, 2026,] an evaluation was performed by management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of February [removed: 2, 2025.][added: 1, 2026.]

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control-Integrated Framework (2013).* Based on our assessment using those criteria, our management concluded that, as of February [removed: 2, 2025,] [added: 1, 2026,] our internal control over financial reporting is effective.

[removed: Our] [added: An] independent registered public accounting firm audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and the Company’s internal control over financial reporting.

Their audit report appears on pages [removed: 68] [added: 67] through [removed: 69] [added: 68] of this Annual Report on Form 10-K.

There were no significant changes in our internal control over financial reporting that occurred during the fourth quarter of fiscal [removed: 2024,] [added: 2025,] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

During the fourth quarter of fiscal [removed: 2024,] [added: 2025,] none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item [removed: 408.][added: 408, except as described in the table below:]

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

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

| Name & Title | | | Date Adopted | | | Character of Trading Arrangement *1* | | | Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement | | | Duration | | | | | | Date Terminated | | |

| Jeff Howie, Executive Vice President and Chief Financial Officer | | | November 21, 2025 | | | Rule 10b5-1 Trading Arrangement | | | Up to 51,654 shares to be sold*2* | | | March 26, 2026 through September 30, 2026 | | | | | | N/A | | |

*1 Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended.*

*2 This number includes shares of our common stock issuable pursuant to unvested restricted stock units and unvested performance stock units (“PSUs”).

The PSUs are subject to the achievement of certain performance conditions as set forth in the applicable PSU agreement.

The actual number of PSUs that vest following the end of the applicable performance period, if any, and therefore the resulting shares of our common stock available for sale under the plan will depend on the attainment of the performance metrics.*

*Immaterial Correction of Interim Condensed Consolidated Financial Statements*

In connection with our fiscal year-end close process, we identified that we did not timely record shrink losses for certain inventories not ultimately received, which also impacted our bonus accrual, in the first three quarters of fiscal 2024.

Therefore, our previously issued interim financial statements for the first three quarters of fiscal 2024 did not reflect these adjustments.

We have properly accounted for this matter in our fiscal 2024 annual Consolidated Financial Statements included in this Form 10-K.

Management evaluated the materiality of the above items based on an analysis of quantitative and qualitative factors and concluded they were not material to the interim periods of fiscal 2024, individually or in aggregate.

As a result, we plan to prospectively correct the relevant prior period Condensed Consolidated Financial Statements and related footnotes for these items in future filings.

The following tables reflect the effects of the correction on all affected line items of our previously reported Condensed Consolidated Statements of Earnings to be presented as comparative in the Forms 10-Q in fiscal 2025, a 52-week year, ending on February 1, 2026:

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

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

| | | | For the Thirteen Weeks Ended | | | | | | | | | | | | | | |

| *(Unaudited)* | | | April 28, 2024 | | | | | | | | | | | | | | |

| *(In thousands, except per share amounts)* | | | As previously reported | | | | | | Adjustments | | | | | | As corrected | | |

| Cost of goods sold | | | $ | 857,833 | | | | | $ | 7,347 | | | | | $ | 865,180 | |

| Gross profit | | | 802,515 | | | | | | (7,347) | | | | | | 795,168 | | |

| Selling, general and administrative expenses | | | 478,687 | | | | | | (631) | | | | | | 478,056 | | |

| Operating income | | | 323,828 | | | | | | (6,716) | | | | | | 317,112 | | |

| Earnings before income taxes | | | 339,881 | | | | | | (6,716) | | | | | | 333,165 | | |

| Income taxes | | | 74,215 | | | | | | (1,466) | | | | | | 72,749 | | |

| Net earnings | | | $ | 265,666 | | | | | $ | (5,250) | | | | | $ | 260,416 | |

| Basic earnings per share | | | $ | 2.07 | | | | | $ | (0.04) | | | | | $ | 2.03 | |

| Diluted earnings per share | | | $ | 2.03 | | | | | $ | (0.04) | | | | | $ | 1.99 | |

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

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

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

| | | | For the Thirteen Weeks Ended | | | | | | | | | | | | | | | | | | For the Twenty-six Weeks Ended | | | | | | | | | | | | | | |

| *(Unaudited)* | | | July 28, 2024 | | | | | | | | | | | | | | | | | | July 28, 2024 | | | | | | | | | | | | | | |

| *(In thousands, except per share amounts)* | | | As previously reported | | | | | | Adjustments | | | | | | As corrected | | | | | | As previously reported | | | | | | Adjustments | | | | | | As corrected | | |

| Cost of goods sold | | | $ | 961,981 | | | | | $ | 22,386 | | | | | $ | 984,367 | | | | | $ | 1,819,814 | | | | | $ | 29,733 | | | | | $ | 1,849,547 | |

| Gross profit | | | 826,326 | | | | | | (22,386) | | | | | | 803,940 | | | | | | 1,628,841 | | | | | | (29,733) | | | | | | 1,599,108 | | |

| Selling, general and administrative expenses | | | 536,410 | | | | | | (10,370) | | | | | | 526,040 | | | | | | 1,015,097 | | | | | | (11,001) | | | | | | 1,004,096 | | |

| Operating income | | | 289,916 | | | | | | (12,016) | | | | | | 277,900 | | | | | | 613,744 | | | | | | (18,732) | | | | | | 595,012 | | |

| Earnings before income taxes | | | 305,124 | | | | | | (12,016) | | | | | | 293,108 | | | | | | 645,005 | | | | | | (18,732) | | | | | | 626,273 | | |

| Income taxes | | | 79,379 | | | | | | (3,126) | | | | | | 76,253 | | | | | | 153,594 | | | | | | (4,592) | | | | | | 149,002 | | |

| Net earnings | | | $ | 225,745 | | | | | $ | (8,890) | | | | | $ | 216,855 | | | | | $ | 491,411 | | | | | $ | (14,140) | | | | | $ | 477,271 | |

| Basic earnings per share | | | $ | 1.76 | | | | | $ | (0.07) | | | | | $ | 1.69 | | | | | $ | 3.83 | | | | | $ | (0.11) | | | | | $ | 3.72 | |

| Diluted earnings per share | | | $ | 1.74 | | | | | $ | (0.07) | | | | | $ | 1.67 | | | | | $ | 3.78 | | | | | $ | (0.11) | | | | | $ | 3.67 | |

| | | | For the Thirteen Weeks Ended | | | | | | | | | | | | | | | | | | For the Thirty-nine Weeks Ended | | | | | | | | | | | | | | |

| *(Unaudited)* | | | October 27, 2024 | | | | | | | | | | | | | | | | | | October 27, 2024 | | | | | | | | | | | | | | |

| Cost of goods sold | | | $ | 958,953 | | | | | $ | 24,149 | | | | | $ | 983,102 | | | | | $ | 2,778,767 | | | | | $ | 53,882 | | | | | $ | 2,832,649 | |

| Gross profit | | | 841,715 | | | | | | (24,149) | | | | | | 817,566 | | | | | | 2,470,556 | | | | | | (53,882) | | | | | | 2,416,674 | | |

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

Information required by this Item is incorporated by reference herein to information under the headings “Election of Directors,” “Information Concerning Executive Officers,” “Audit and Finance Committee Report,” “Corporate Governance — Corporate Governance Guidelines and Code of Business Conduct and Ethics,” “Corporate Governance — Audit and Finance Committee,” “Compensation Discussion and Analysis — Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information,” and “Compensation Discussion and Analysis — Prohibition of Insider Trading, Hedging and Pledging Company Stock” in our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after February [removed: 2, 2025] [added: 1, 2026] (the “Proxy Statement”).

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

| | | | | | | [Consolidated Statements of [removed: Earnings](#i7d74ac8ec79843249d5d4ef5fc75cb18_82)] [added: Earnings](#if1c9a6ce36204823aaff149937cbaa89_82)] | | | [removed: [46](#i7d74ac8ec79843249d5d4ef5fc75cb18_82)] [added: [44](#if1c9a6ce36204823aaff149937cbaa89_82)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#i7d74ac8ec79843249d5d4ef5fc75cb18_85)] [added: Income](#if1c9a6ce36204823aaff149937cbaa89_85)] | | | [removed: [46](#i7d74ac8ec79843249d5d4ef5fc75cb18_85)] [added: [44](#if1c9a6ce36204823aaff149937cbaa89_85)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#i7d74ac8ec79843249d5d4ef5fc75cb18_88)] [added: Sheets](#if1c9a6ce36204823aaff149937cbaa89_88)] | | | [removed: [47](#i7d74ac8ec79843249d5d4ef5fc75cb18_88)] [added: [45](#if1c9a6ce36204823aaff149937cbaa89_88)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#i7d74ac8ec79843249d5d4ef5fc75cb18_91)] [added: Equity](#if1c9a6ce36204823aaff149937cbaa89_91)] | | | [removed: [48](#i7d74ac8ec79843249d5d4ef5fc75cb18_91)] [added: [46](#if1c9a6ce36204823aaff149937cbaa89_91)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i7d74ac8ec79843249d5d4ef5fc75cb18_94)] [added: Flows](#if1c9a6ce36204823aaff149937cbaa89_94)] | | | [removed: [49](#i7d74ac8ec79843249d5d4ef5fc75cb18_94)] [added: [47](#if1c9a6ce36204823aaff149937cbaa89_94)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i7d74ac8ec79843249d5d4ef5fc75cb18_97)] [added: Statements](#if1c9a6ce36204823aaff149937cbaa89_97)] | | | [removed: [50](#i7d74ac8ec79843249d5d4ef5fc75cb18_97)] [added: [48](#if1c9a6ce36204823aaff149937cbaa89_97)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i7d74ac8ec79843249d5d4ef5fc75cb18_145)] [added: Firm](#if1c9a6ce36204823aaff149937cbaa89_151)] | | | [removed: [68](#i7d74ac8ec79843249d5d4ef5fc75cb18_145)] [added: [67](#if1c9a6ce36204823aaff149937cbaa89_151)] | | |

| 3.2 | | | [Certificate of Amendment of the Amended and Restated [removed: Certificate](https://www.sec.gov/Archives/edgar/data/719955/000162828024026073/exhibit31certificateofamen.htm) [of Incorporation](https://www.sec.gov/Archives/edgar/data/719955/000162828024026073/exhibit31certificateofamen.htm)[,] [added: Certificate of Incorporation,] effective May 29, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission on May 31, 2024, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000162828024026073/exhibit31certificateofamen.htm) | | |

| 3.3 | | | [Amended and Restated [removed: Bylaws](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm)[, effective](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm) [September] [added: Bylaws, effective September] 25, [removed: 202](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm)[4](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm) [(incorporated] [added: 2024 (incorporated] by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission [removed: on](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm) [September] [added: on September] 27, [removed: 202](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm)[4,](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm) [File] [added: 2024, File] No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm) | | |

| 10.1 | | | [removed: [Eighth] [added: [Ninth] Amended and Restated Credit Agreement, dated [removed: September 30, 2021, between] [added: June 26, 2025, among] the Company and Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, [added: U.S. Bank National Association and] Wells Fargo Bank, National Association, as [removed: syndication agent] [added: co-syndication agents] and the lenders party [removed: thereto] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the period ended [removed: October 31, 2021] [added: August 3, 2025] as filed with the Commission on [removed: December 6, 2021,] [added: August 29, 2025,] File No. [removed: 001-14077](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm))] [added: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000071995525000010/exhibit101ninthamendedandr.htm)] | | |

[Table [removed: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)][added: of Contents](#if1c9a6ce36204823aaff149937cbaa89_10)]

| [removed: 10.2] [added: 10.11+] | | | [removed: [The First Amendment to Eighth Amended] [added: [Amended] and Restated [removed: Credit Agreement,] [added: Employment Agreement with Laura Alber,] dated [removed: as of June 5, 2023, among the Company, Bank of America, N.A., as administrative agent and the other lenders party thereto] [added: September 6, 2012] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.4] to the Company’s Quarterly Report on Form 10-Q for the period ended October [removed: 29, 2023] [added: 28, 2012] as filed with the Commission [removed: on November 28, 2023,] [added: December 7, 2012,] File No. [removed: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000162828023040136/exhibit101firstamendmentto.htm)] [added: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312512495336/d426549dex104.htm)] | | |

| [removed: 10.3+] [added: 10.2+] | | | [Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit A to the Company’s definitive proxy statement as filed on April 16, 2021, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312521119450/d108438ddef14a.htm#toc108438_15) | | |

| [removed: 10.4+] [added: 10.3+] | | | [Form of Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Restricted Stock Unit Award Agreement for Grants to Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended May 5, 2019 as filed with the Commission on June 14, 2019, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312514234823/d712968dex101.htm) | | |

| [removed: 10.5+] [added: 10.4+] | | | [Form of Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Restricted Stock Unit Award Agreement for Grants to Employees (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended August 4, 2019 as filed with the Commission on September 12, 2019, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312519244032/d775044dex101.htm) | | |

| [removed: 10.6+] [added: 10.5+] | | | [Form of Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Performance Stock Unit Award Agreement for Grants to Employees (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2014 as filed with the Commission on April 3, 2014, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312514129974/d659151dex1015.htm) | | |

| [removed: 10.7+] [added: 10.6+] | | | [Williams-Sonoma, Inc. [added: Amended and Restated] 2021 Incentive Bonus [removed: Plan, as amended](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [(incorporated] [added: Plan (incorporated] by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended May [removed: 2, 2021] [added: 4, 2025] as filed with the Commission on [removed: June 9, 2021,] [added: May 28, 2025,] File No. [removed: 001-14077)](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm)] [added: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000162828025028196/exhibit101ar2021incentiveb.htm)] | | |

| [removed: 10.8+] [added: 10.7+] | | | [Williams-Sonoma, Inc. Pre-2005 Executive Deferral Plan (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2009 as filed with the Commission on April 2, 2009, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312509071708/dex1040.htm) | | |

| [removed: 10.9+] [added: 10.8+] | | | [Williams-Sonoma, Inc. Amended and Restated Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended April 29, 2018 as filed with the Commission on June 8, 2018, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312518188149/d576497dex101.htm) | | |

| [removed: 10.11+] [added: 10.10+] | | | [Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Non-Employee Director Deferred Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2021 as filed with the Commission on September 9, 2021, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021018335/exhibit103williams-sonomax.htm) | | |

| [removed: 10.12] [added: 10.12+] | | | [removed: [Memorandum of Understanding between the Company and the State of Mississippi, Mississippi Business Finance Corporation, Desoto County, Mississippi, the City of Olive Branch, Mississippi] [added: [Amended] and [removed: Hewson Properties, Inc.,] [added: Restated Management Retention Agreement with Laura Alber,] dated [removed: August 24, 1998] [added: September 6, 2012] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.5] to the Company’s Quarterly Report on Form 10-Q for the period ended [removed: August 2, 1998] [added: October 28, 2012] as filed with the Commission [removed: on September 14, 1998,] [added: December 7, 2012,] File No. [removed: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/0000950149-98-001568.txt)] [added: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312512495336/d426549dex105.htm)] | | |

| [removed: 10.17+] [added: 10.13+] | | | [Amended and Restated [removed: Employment Agreement with Laura Alber, dated September 6,] 2012 [added: EVP Level Management Retention Plan] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q for the period ended [removed: October 28, 2012] [added: May 4, 2025] as filed with the Commission [removed: December 7, 2012,] [added: on May 28, 2025,] File No. [removed: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312512495336/d426549dex104.htm)] [added: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000162828025028196/exhibit102evpmanagementret.htm)] | | |

| [removed: 10.18+] [added: 10.14+] | | | [removed: [Amended and Restated Management Retention] [added: [Form of Williams-Sonoma, Inc. Indemnification] Agreement [removed: with Laura Alber, dated September 6, 2012] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the [removed: period] [added: quarter] ended [removed: October 28, 2012] [added: July 31, 2011] as filed with the Commission [removed: December 7, 2012,] [added: on September 9, 2011,] File No. [removed: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312512495336/d426549dex105.htm)] [added: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312511244225/d212431dex101.htm)] | | |

| [removed: 10.19+] [added: 19.1] | | | [removed: [Amended and Restated 2012 EVP Level Management Retention Plan](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm) [(](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm)[incorporated] [added: [Williams-Sonoma, Inc. Insider Trading Policy (incorporated] by reference to Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm)[8](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm) [to] [added: 19.1 to] the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the fiscal year ended [removed: January 30, 20](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm)[22](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm) [as] [added: February 2, 2025 as] filed with the Commission on [removed: M](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm)[arch 28, 2022](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm)[,] [added: March 27, 2025,] File No. [removed: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm)] [added: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/exhibit191williams-sonomai.htm)] | | |

| [removed: 10.20+] [added: 10.9+] | | | [removed: [Form of Williams-Sonoma,] [added: [Williams-Sonoma,] Inc. [removed: Indemnification Agreement] [added: Director Compensation Policy] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q for the [removed: quarter] [added: period] ended [removed: July 31, 2011] [added: August 3, 2025] as filed with the Commission on [removed: September 9, 2011,] [added: August 29, 2025,] File No. [removed: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312511244225/d212431dex101.htm)] [added: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000071995525000010/exhibit102williams-sonomai.htm)] | | |

| 21.1* | | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/exhibit211fy2024subsidiari.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/719955/000071995526000059/exhibit211fy2025subsidiari.htm)] | | |