What the changes say
- Acquisition of Helly Hansen completed on May 31, 2025, bringing integration and Chinese joint venture risks.
- Top customer Walmart accounted for 30 percent of 2025 net revenues, down from 36 percent.
- Macroeconomic uncertainty including new U.S. tariffs enacted in 2025 and 2026 impacting imports.
What changed since the prior 10-K
Dropped
- DroppedLEGAL, COMPLIANCE, AND SUSTAINABILITY RISKS
investor or other stakeholder expectations and standards or evolving regulatory requirements, our stock price, brand, sales, ability to access capital markets, reputation and employee retention, among other things, may be negatively affected
Reworded
- 100% rewrittenRISKS RELATING TO OUR BUSINESS AND INDUSTRY
10 Kontoor Brands, Inc 2025 Form 10-K
Shifted focus to integration risks, costs, and Chinese joint venture regarding the completed Helly Hansen acquisition.
Was: Kontoor Brands, Inc. 2024 Form 10-K 11
- 100% rewrittenFINANCIAL RISKS
20 Kontoor Brands, Inc 2025 Form 10-K
Removed litigation and stock price volatility disclosures, adding potential for substantial future indebtedness.
Was: 20 Kontoor Brands, Inc 2024 Form 10-K
- 99% rewrittenRISKS RELATING TO OUR BUSINESS AND INDUSTRY
Kontoor Brands, Inc. 2025 Form 10-K 9
Replaced private label customer competition details with specific 2026 macroeconomic and tariff uncertainty warnings.
Was: Kontoor Brands, Inc. 2024 Form 10-K 9
- 98% rewrittenFINANCIAL RISKS
Kontoor Brands, Inc. 2025 Form 10-K 19
Replaced general counterfeit and supply chain disruptions with counterparty risks from derivative financial instruments and hedging.
Was: Kontoor Brands, Inc. 2024 Form 10-K 13
- 92% rewrittenRISKS RELATING TO OUR BUSINESS AND INDUSTRY
Macroeconomic conditions, as well as geopolitical events, could have a material adverse impact on our business, results of operations, cash flows and financial condition
Updated to reflect U.S. tariff regime changes enacted in 2025 and 2026 increasing rates on virtually all imports.
- 77% rewrittenRISKS RELATING TO OUR BUSINESS AND INDUSTRY
We may have difficulty in integrating Helly Hansen and/or in achieving the expected growth, cost savings and/or synergies from the acquisition
Updated Helly Hansen acquisition status from pending agreement to completed transaction on May 31, 2025.
Was: We may have difficulty in completing the acquisition of Helly Hansen, in successfully integrating it and/or in achieving the expected growth, cost savings and/or synergies from such acquisition
- 64% rewrittenRISKS RELATING TO OUR BUSINESS AND INDUSTRY
A significant portion of our revenues and gross profit is derived from a small number of large customers. The loss of any of these customers or the inability of any of these customers to pay us could substantially reduce our revenues and profits
Updated customer concentration figures for 2025, showing top ten customers at 53 percent and Walmart at 30 percent.
- 63% rewrittenRISKS RELATING TO OUR BUSINESS AND INDUSTRY
We use third-party suppliers and manufacturing facilities worldwide for a substantial portion of our raw materials and finished products, which poses risks to our business operations
Updated sourcing figures for 2025, noting 77 percent of units purchased from independent manufacturers with Bangladesh as the largest source.
- 61% rewrittenLEGAL, COMPLIANCE, AND SUSTAINABILITY RISKS
Sustainability issues and regulations, including those related to climate change, and stakeholder response thereto may have an adverse effect on our business, financial condition and results of operations and damage our reputation
- 58% rewrittenRISKS RELATING TO OUR COMMON STOCK
The price of our common stock has fluctuated significantly and may continue to fluctuate significantly
- 48% rewrittenRISKS RELATING TO OUR BUSINESS AND INDUSTRY
Our business and the success of our products could be harmed if we are unable to maintain the images of our brands
- 44% rewrittenFINANCIAL RISKS
We have debt obligations, including our senior notes, that could restrict our business and adversely impact our results of operations, cash flows or financial condition
- 38% rewrittenLEGAL, COMPLIANCE, AND SUSTAINABILITY RISKS
Changes in tax laws could increase our worldwide tax rate and materially affect our financial position and results of operations
- 35% rewrittenRISKS RELATING TO OUR BUSINESS AND INDUSTRY
We continue to implement Project Jeanius, which seeks to simplify and transform our processes, systems and global operating model, and challenges with the implementation of this initiative may negatively impact our business and operations
Was: We are in the process of implementing Project Jeanius, which seeks to simplify and transform our processes, systems and global operating model, and challenges with the implementation of this initiative may negatively impact our business and operations
- 28% rewrittenFINANCIAL RISKS
Our business is exposed to the risks of foreign currency exchange rate fluctuations. Our hedging strategies may not be effective in mitigating those risks
- 26% rewrittenRISKS RELATING TO OUR BUSINESS AND INDUSTRY
Our revenues and profits depend on the level of consumer spending for apparel, which is sensitive to global economic conditions and other factors. A decline in consumer spending could have a material adverse effect on us
- 24% rewrittenLEGAL, COMPLIANCE, AND SUSTAINABILITY RISKS
Changes to trade policy, including tariff and import/export regulations, have had, and may continue to have, an adverse effect on our results of operations, cash flows and financial condition
Was: Changes to trade policy, including tariff and import/export regulations, may have a material adverse effect on our results of operations, cash flows and financial condition
All 44 risk factors
Headings as the filing states them, in filing order.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
- 01Macroeconomic conditions, as well as geopolitical events, could have a material adverse impact on our business, results of operations, cash flows and financial condition92% rewritten
- 02Kontoor Brands, Inc. 2025 Form 10-K 999% rewritten
- 03Our revenues and profits depend on the level of consumer spending for apparel, which is sensitive to global economic conditions and other factors. A decline in consumer spending could have a material adverse effect on us26% rewritten
- 04A significant portion of our revenues and gross profit is derived from a small number of large customers. The loss of any of these customers or the inability of any of these customers to pay us could substantially reduce our revenues and profits64% rewritten
- 05Supply chain and shipping disruptions have resulted in shipping delays, an increase in transportation costs, and could increase product costs and result in lost sales, which may have a material adverse effect on our business, results of operations, cash flows and financial condition
- 06We may have difficulty in integrating Helly Hansen and/or in achieving the expected growth, cost savings and/or synergies from the acquisition77% rewritten
- 0710 Kontoor Brands, Inc 2025 Form 10-K100% rewritten
- 08Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products
- 09The retail industry has experienced financial difficulty that could adversely affect our business
- 10The apparel industry is highly competitive, and our success depends on our ability to gauge consumer preferences and product trends, and to respond to constantly changing markets
- 11Our profitability may decline as a result of increasing pressure on margins
- 12Our business and the success of our products could be harmed if we are unable to maintain the images of our brands48% rewritten
- 13Our direct-to-consumer business includes risks that could have a material adverse effect on our results of operations
- 14We may not succeed in our business strategy
- 15We continue to implement Project Jeanius, which seeks to simplify and transform our processes, systems and global operating model, and challenges with the implementation of this initiative may negatively impact our business and operations35% rewritten
- 16We are subject to the risk that our licensees may not generate expected sales or maintain the value of our brands
- 17Our revenues and cash requirements are affected by seasonality
- 18The loss of members of our executive management and other key employees could have a material adverse effect on our business
- 19We use third-party suppliers and manufacturing facilities worldwide for a substantial portion of our raw materials and finished products, which poses risks to our business operations63% rewritten
- 20If we encounter problems with our distribution system, our ability to deliver our products to the market could be adversely affected
- 21We rely on a limited number of North American mills for raw material sourcing, and we may not be able to obtain raw materials on a timely basis or in sufficient quantity or quality
- 22We may be adversely affected by unseasonal or severe weather conditions
- 23We rely significantly on information technology. Any inadequacy, interruption, integration failure or security failure of this technology could harm our ability to effectively operate our business or report our financial results accurately or timely
- 24We are subject to data security and privacy risks that could negatively affect our business operations, results of operations or reputation
LEGAL, COMPLIANCE, AND SUSTAINABILITY RISKS
- 25Changes to trade policy, including tariff and import/export regulations, have had, and may continue to have, an adverse effect on our results of operations, cash flows and financial condition24% rewritten
- 26Our operations and earnings may be affected by legal, regulatory, political and economic risks
- 27Changes in tax laws could increase our worldwide tax rate and materially affect our financial position and results of operations38% rewritten
- 28We may have additional tax liabilities
- 29Climate change, and related legislative and regulatory responses to climate change, may adversely impact our business
- 30Sustainability issues and regulations, including those related to climate change, and stakeholder response thereto may have an adverse effect on our business, financial condition and results of operations and damage our reputation61% rewritten
- 31We may be unable to protect, enforce or defend our trademarks and other intellectual property rights
- 32Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences
FINANCIAL RISKS
- 33Fluctuations in wage rates and the price, availability and quality of raw materials, including commodity costs and finished goods, could increase costs
- 34Our balance sheet includes goodwill and intangible assets. A decline in the fair value of a business unit or of an intangible asset could result in an asset impairment charge, which would be recorded as an operating expense in our statement of operations
- 35Our business is exposed to the risks of foreign currency exchange rate fluctuations. Our hedging strategies may not be effective in mitigating those risks28% rewritten
- 36Kontoor Brands, Inc. 2025 Form 10-K 1998% rewritten
- 37Our ability to obtain short-term or long-term financing on favorable terms, if needed, could be adversely affected by geopolitical events and volatility in the capital markets
- 38Our failure to maintain satisfactory credit ratings could adversely affect our liquidity, capital position, borrowing costs and access to capital markets
- 39We have debt obligations, including our senior notes, that could restrict our business and adversely impact our results of operations, cash flows or financial condition44% rewritten
- 4020 Kontoor Brands, Inc 2025 Form 10-K100% rewritten
RISKS RELATING TO OUR COMMON STOCK
- 41The price of our common stock has fluctuated significantly and may continue to fluctuate significantly58% rewritten
- 42Provisions in our articles of incorporation and bylaws and certain provisions of North Carolina law could delay or prevent a change in control of Kontoor
- 43Our articles of incorporation designate North Carolina as the exclusive forum for certain litigation that may be initiated by our shareholders, which could limit our shareholders' ability to obtain a favorable judicial forum for disputes with us and limit the market price of our common stock
- 44We cannot assure shareholders that our Board of Directors will declare dividends or that we will repurchase shares in the foreseeable future
Other Kontoor Brands 10-Ks
- FY2024 10-K risk factors45 risks
Customer concentration is high, with Walmart alone accounting for 36 percent of net revenues in 2024. Supply chain reliance is heavy, with approximately 70 percent of units sourced from Asia. Growth strategies include the pending acquisition of Helly Hansen and Project Jeanius.
Filed Feb 25, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.