UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 1112, ~~2025~~2026

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

(Exact name of registrant as specified in its charter)

Delaware

1-12107

31-1469076

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

6301 Fitch Path

New Albany

Ohio

43054

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(614)

283-6500

Delaware	1-12107	31-1469076
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
6301 Fitch Path , New Albany , Ohio		43054
(Address of principal executive offices)		(Zip Code)


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

Registrant’s telephone number, including area code (614) 283-6500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 7.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

On ~~December 11~~Monday, ~~2025~~January ~~(the~~12, ~~“Effective Date”)~~2026, Abercrombie & Fitch Co. (the “Company”) ~~promoted~~issued ~~Robert~~a J.news ~~Ball~~release ~~from~~(the ~~Senior~~“Release”) ~~Vice~~announcing ~~President~~its holiday sales results and ~~Chief~~providing ~~Financial~~an ~~Officer~~update toon ~~Executive~~the ~~Vice~~Company’s ~~President~~previous ~~and~~outlook ~~Chief~~for ~~Financial~~the ~~Officer.~~fourth Inquarter ~~connection~~of ~~with~~fiscal ~~his~~2025 ~~promotion,~~and the ~~Compensation~~2025 ~~and~~fiscal ~~Human~~year ~~Capital~~ending ~~Committee~~January 31, ~~(the~~2026. ~~“Compensation~~A ~~Committee”)~~copy of the ~~Board~~Release ofis ~~Directors~~included ofas ~~the~~Exhibit ~~Company~~99.1 ~~approved~~to ~~certain~~this ~~changes~~Current toReport ~~Mr. Ball’s~~on ~~compensation~~Form 8-K and is incorporated herein by reference.

~~Starting~~The ~~with~~information ~~the~~in ~~Company’s~~this ~~next~~Current ~~full~~Report ~~pay~~on ~~period~~Form ~~following~~8-K, including the ~~Effective~~accompanying ~~Date~~exhibit, ~~Mr. Ball~~are ~~will~~being ~~receive~~furnished anand ~~annual~~shall ~~base~~not ~~salary~~be deemed “filed” for purposes of ~~$625,000.~~Section ~~Additionally,~~18 ~~for~~of the ~~Company’s~~Securities ~~fiscal~~Exchange ~~year~~Act ~~ending~~of ~~January 30~~1934, ~~2027~~as amended (the “~~Fiscal~~Exchange ~~2026~~Act”), ~~Mr. Ball’s~~or ~~target~~otherwise ~~incentive~~subject ~~opportunity~~to ~~under~~ the ~~Company’s~~liabilities ~~Short-Term~~of ~~Cash~~that ~~Incentive~~section ~~Plan~~and ~~will~~shall not be ~~80%~~deemed to be incorporated by reference into any filing of ~~his~~the ~~annual~~Company ~~base~~under ~~salary~~the Securities Act of 1933, ~~with~~as aamended, ~~maximum~~or ~~incentive~~the ~~opportunity~~Exchange ofAct, ~~160%~~except ofas ~~his~~expressly ~~annual~~set ~~base~~forth ~~salary.~~by specific reference in such filing.

~~Subject~~Item ~~to satisfactory performance and continued employment by Mr~~9. ~~Ball with the Company, management of the Company will recommend to the Compensation Committee that Mr~~01. ~~Ball~~ ~~receive~~Financial anStatements ~~annual equity award for Fiscal 2026 with a grant date fair value of approximately $1,000,000 (the “Fiscal 2026 Equity Grant”). The vesting schedule, type of award,~~ and other terms and conditions of the Fiscal 2026 Equity Grant will generally be consistent with the long-term equity awards previously granted to members of the Company’s executive team, as described in greater detail under “Long-Term Equity Incentives” in the Compensation Discussion and Analysis section of the Company’s 2025 definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025Exhibits.

(a) through (c) Not applicable

(d) Exhibits:

The following exhibits are included with this Current Report on Form 8-K:


Exhibit No.						Description
99.1						News release issued by Abercrombie & Fitch Co. on January 12, 2026

104						Cover Page Interactive Data File - the cover page Inline XBRL tags are embedded within the Inline XBRL document

SIGNATURE

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

	Abercrombie & Fitch Co.
		ABERCROMBIE & FITCH CO.
Date: December 15, 2025	By:	/s/ Gregory J. Henchel
Dated: January 12, 2026		By:	/s/ Robert J. Ball
		Gregory J. Henchel
			Robert J. Ball
		Executive Vice President, General Counsel and Corporate Secretary
			Executive Vice President, Chief Financial Officer

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