TPR: 10-K Risk Factor Changes

2026 vs 2025  ·  SEC EDGAR  ·  2026-11-14

Disclosure overview

30 matched sections have text edits; 1 have identical text after formatting cleanup. 2 current and 0 earlier sections lack a one-to-one match.

Business-risk direction: Undetermined.

Section matches and text edits do not measure financial impact. Related passages may explain reorganized disclosures; review them in context.

✓ Deterministic extraction — no AI-generated data

Added factors have no prior-year match; removed factors have no current-year match. Changed wording describes edits within matched factors. Check whether unmatched wording was reorganised elsewhere: an added factor does not establish a new risk, and a removed factor does not establish resolved exposure.

2
No prior section match
0
No current section match
30
Changed wording
1
Unchanged
🟡 Changed wording Disclosure change7/10

We face risks associated with potential changes to international trade and policy agreements and the imposition of additional tariffs on importing our products.

medium match confidence

Sentence-level differences:

View all 28 sentence differences
  • Removed sentence: "The imposition of taxes, duties and quotas, the withdrawal from or material modification to trade agreements, and/or the detention of our goods by CBP for any reason, could have a material adverse effect on our business, results of operations and financial condition."
  • Removed sentence: "There has been significant reform in U.S. trade policy following the change in U.S. presidential administration in January 2025."
  • Added sentence: "The imposition of taxes, duties and quotas, the withdrawal from or material modification to trade agreements, and/or the detention of our goods by CBP or other customs authorities, could have a material adverse effect on our business, results of operations and financial condition."
  • Removed sentence: "During fiscal 2025, the primary manufacturers of Coach products were located in Vietnam, Cambodia, the Philippines and India, and the primary manufacturers of Kate Spade products were located in Vietnam, Cambodia, mainland China, and the Philippines."
  • Added sentence: "During fiscal 2026, the primary manufacturers of Coach products were located in Vietnam, Cambodia, the Philippines and India, and the primary manufacturers of Kate Spade products were located in Vietnam, Cambodia, the Philippines, and Bangladesh."
  • Removed sentence: "Further, such tariffs or other trade restrictions could require us to absorb costs or try to pass costs onto consumers, which could materially impact our revenue and profitability."
  • Removed sentence: "In addition, any negative perception of or sentiments towards the U.S., whether in response to changes in tariffs, trade policy or otherwise, could impact the perception of our Company."
  • Removed sentence: "Our ability to navigate any uncertainty, changes or expansion in tariffs or other trade restrictions could have a material negative impact on our business, financial conditions and results of operations."
  • Added sentence: "Further, we have developed strategies to mitigate the impact of additional tariffs; however, these strategies may not be effective, which could adversely affect our business, financial condition and results of operations."
  • Added sentence: "On February 20, 2026, the U.S. Supreme Court ruled that tariffs collected under the International Emergency Economic Powers Act ("IEEPA") were invalid."
  • Added sentence: "The U.S. Court of International Trade subsequently ordered refunds for qualifying customs entries."
  • Added sentence: "CBP has established a phased administrative process for submitting refund claims for certain IEEPA tariffs."
  • Added sentence: "The Company paid approximately $117 million in IEEPA tariffs."
  • Added sentence: "During the fourth quarter of fiscal 2026, we received cash refunds related to the previously paid IEEPA tariffs of $2.1 million."
  • Added sentence: "In addition, as of June 27, 2026, we determined that the receipt of the remaining refunds of the previously paid IEEPA tariffs was probable."
  • Added sentence: "We estimate the amount of the probable refund to be $114.7 million, which was recorded as a receivable."
  • Added sentence: "Although the Company believes collection of the IEEPA tariffs is probable based on currently available information, the timing of cash receipts is dependent upon the execution of the refund process by the CBP and the U.S. Treasury Department."
  • Added sentence: "Following the Supreme Court's decision, the U.S. Administration announced a 10% global tariff under Section 122 of the Trade Act of 1974 which became effective February 24, 2026, for a period of up to 150 days, which expired on July 24, 2026."
  • Added sentence: "On May 7, 2026, the CIT ruled the Section 122 tariffs were invalid."
  • Added sentence: "The government has appealed the ruling and the Company is awaiting a decision from the U.S. Court of Appeals."
  • Added sentence: "On July 23, 2026, the U.S. Administration announced the final remedy in"
  • Added sentence: "12"
  • Added sentence: "the Section 301 investigations relating to forced labor practices, imposing new tariff rates ranging from 10% to 12.5% on most imports from certain countries, effective upon the expiration of the temporary Section 122 tariffs."
  • Added sentence: "The U.S. Supreme Court’s ruling did not impact any of the recently imposed tariffs, under either Section 122, Section 301, or Section 338 of the various trade statutes, nor does it prohibit the imposition of future tariffs through alternative trade authorities available to the U.S. administration."
  • Added sentence: "Accordingly, uncertainty with respect to tariffs remains ongoing, and U.S. import tariffs and international trade arrangements will continue to change, potentially without warning and to an extent or duration that is difficult to predict."
  • Added sentence: "Changing tariff rates and shifting trade policies have created significant uncertainty for suppliers, consumers, and us, and our efforts to mitigate the impacts of tariffs are time-consuming and costly and may not be effective."
  • Added sentence: "Our ability to navigate any uncertainty, changes or expansion in tariffs or other trade restrictions could have a material negative impact on our business, financial condition and results of operations."
  • Added sentence: "In addition, any negative perception of or sentiment towards the U.S., whether in response to changes in tariffs, trade policy or otherwise, could impact the perception of our Company."

Current (2026):

View prior text (2025)

Most of our imported products are subject to tariffs, indirect taxes, quotas and non-tariff trade barriers that may limit the quantity of products that we may import into the U.S. and other countries or may impact the cost of such products. To maximize opportunities, we rely on free trade agreements and other supply chain initiatives and, as a result, we are subject to government regulations and restrictions with respect to our cross-border activity. Additionally, we are subject to government regulations relating to importation activities, including related to U.S. Customs and Border Protection ("CBP") enforcement actions. The imposition of taxes, duties and quotas, the withdrawal from or material modification to trade agreements, and/or the detention of our goods by CBP for any reason, could have a material adverse effect on our business, results of operations and financial condition.

There has been significant reform in U.S. trade policy following the change in U.S. presidential administration in January 2025. International trade disputes as well as changes and uncertainty regarding international trade and trade policies, including the imposition or threat of the imposition of new or increased tariffs or other trade restrictions on goods from the countries where our manufacturers are located, could result in a materially adverse impact to our business. During fiscal 2025, the primary manufacturers of Coach products were located in Vietnam, Cambodia, the Philippines and India, and the primary manufacturers of Kate Spade products were located in Vietnam, Cambodia, mainland China, and the Philippines. Increased tariffs or other trade restrictions against these countries, as well as any tariffs or other trade restrictions implemented by these countries in retaliation, could limit our ability to manufacture products in countries that have the labor and technical expertise needed. Further, such tariffs or other trade restrictions could require us to absorb costs or try to pass costs onto consumers, which could materially impact our revenue and profitability. In addition, any negative perception of or sentiments towards the U.S., whether in response to changes in tariffs, trade policy or otherwise, could impact the perception of our Company. Our ability to navigate any uncertainty, changes or expansion in tariffs or other trade restrictions could have a material negative impact on our business, financial conditions and results of operations.

2026: We face risks associated with potential changes to international trade and policy agreements and the imposition of additional tariffs on importing our products. — exact passage unavailable; open filing

2025: We face risks associated with potential changes to international trade agreements and the imposition of additional tariffs on importing our products. — exact passage unavailable; open filing

🟡 Changed wording Certain provisions of the Company's charter, bylaws and Maryland law may delay or prevent an acquisition of the Company by a third party. 🔒
🟡 Changed wording Computer system disruption and cyber security threats, including a personal data or security breach, could damage our relationships with our customers, harm our reputation, expose us to litigation and adversely affect our business. 🔒
🟡 Changed wording The growth of our business depends on the successful execution of our global omni-channel expansion efforts and our ability to execute our digital and e-commerce priorities and our multi-channel strategies. 🔒

And 28 more changes in the full comparison.

31 more changes in this filing

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