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Careful consideration of the risk factors set forth under Part I, Item 1A, “Risk Factors,” of our 2025 Annual Report on Form 10-K should be made. Except for the addition of the risk factors set forth below, there have been no material changes to the risk factors from those disclosed in Part I, Item 1A of our 2025 Annual Report on Form 10-K.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
The completion of the sale of the Lee® business is subject to various risks, uncertainties and conditions and may not be completed on the terms or timeline currently contemplated, if at all.
On May 20, 2026, the Company entered into the Stock Purchase Agreement (the “Purchase Agreement”) with ABG-Storm LLC, a Delaware limited liability company, an affiliate of Authentic Brands Group and The H.D. Lee Company, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Lee") , pursuant to which, subject to the terms and conditions set forth therein, the Company has agreed to sell to ABG-Storm LLC all of the outstanding shares of capital stock of Lee for $750 million in cash at closing with an additional $250 million earnout opportunity based on the future performance of Lee over a five-year period. The Purchase Agreement provides that completion of the sale of Lee is subject to the satisfaction or waiver of certain customary closing conditions, including, among other things, the receipt of regulatory approvals. There can be no assurance regarding the timing of the completion of the transaction or that the transaction will be completed. Unanticipated developments could delay, prevent or otherwise adversely affect the transaction, including, but not limited to, potential issues or delays in obtaining various regulatory approvals. In addition, each party has the right to terminate the Purchase Agreement under specified circumstances, including if the closing of the transaction has not occurred on or before February 1, 2027.
We may be exposed to liabilities or losses from operations that we have or will discontinue or otherwise sell, including our Lee® business.
The Company commenced a sale process for the global Lee® business during the first quarter of 2026 and determined that the Lee® business should be presented as discontinued operations. We intend to sell the Lee® business by the end of fiscal 2026; however, we cannot assure that we will complete a transaction under terms favorable to the Company, or even at all. Similarly, we may incur unanticipated additional costs in connection with the sale of the Lee® business. If we are not able to sell the Lee® business on terms favorable to the Company, our results of operations, cash flows and financial condition could be materially adversely affected.
Circumstances associated with divestitures could adversely affect the Company’s results of operations and financial condition.
We may periodically divest or seek to divest of certain businesses, including businesses or assets that are no longer a part of our ongoing strategic plan. A decision to divest or discontinue a business may result in asset impairments, including those related to goodwill and other intangible assets, and losses upon disposition, both of which could have adverse effects on our results of operations and financial condition. In addition, we may encounter difficulty in finding buyers or executing alternative exit strategies at acceptable prices and terms and in a timely manner and prospective buyers may have difficulty obtaining financing. These divestitures may require a significant investment of time and resources and may disrupt our business, distract management from other responsibilities, and may involve the retention of certain current or future liabilities in order to induce a buyer to complete a divestiture or may otherwise result in losses on disposal or continued financial involvement in the divested business, including through indemnification or other arrangements, for a period of time following the transaction, which could adversely affect our financial results. We may not be successful in managing these or any other significant risks that we may encounter in divesting or discontinuing a business, which could have a material adverse effect on our business.
43 Kontoor Brands, Inc. Q2 FY26 Form 10-Q