RH on NYSE

RH

American retail-furniture stores company, incorporated in Delaware1

In its 2026 annual report the company says: “RH is a leading retailer and luxury lifestyle brand operating primarily in the home furnishings market. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, and baby, child and teen furnishings. Our retail business is fully integrated across our multiple channels of distribution.”5 It is headquartered in Corte Madera, California.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$3.4BRevenue, fiscal 20262
$124.8MNet income, fiscal 20262

Compare with Arhaus, Inc., Havertys or LoveSac, or pick any stock.

  • TickerRH on NYSE1
  • IndustryRetail-Furniture Stores1
  • HeadquartersCorte Madera, California1
  • Incorporated inDE3
  • Business address15 Koch Road, Suite K, Corte Madera, Ca 949253
  • Filer categoryLarge accelerated filer3

RH (collectively, “we,” “us,” or the “Company”) is a leading retailer and luxury lifestyle brand operating primarily in the home furnishings market. Our curated and fully integrated assortments are presented consistently across our sales channels, including our retail locations, websites and Sourcebooks. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, and baby, child and teen furnishings. Our retail business is fully integrated across our multiple channels of distribution. We position our Galleries as showrooms for our brand, while our websites and Sourcebooks act as virtual and print extensions of our physical spaces, respectively. We operate our retail locations throughout the United States, Canada and Europe, and we have an integrated RH Hospitality experience in 25 of our Design Gallery loca…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

44.1%Gross margin2
11.3%Operating margin2
3.6%Net margin2
8.1%Revenue growth, 20262
205.9%Return on equity2
$252.4MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue56¢$1.9B
  • Selling, general and admin33¢$1.1B
  • Other costs6¢$215.3M
  • Income tax1¢$47.2M
  • Profit4¢$124.8M

Out of $3.4B in revenue.2

Where each dollar of operating cash went, fiscal 2026

  • Capital spending44¢$199.8M
  • Kept or used elsewhere56¢$252.4M

Out of $452.2M of cash from operations.2

Financial statements

Revenue67892$3.4B in 2026+37% since 2019
0$1.0B$2.0B$3.0B$4.0B2019: $2.5B$2.5B20192020: $2.6B$2.6B2020+6%2021: $2.8B$2.8B2021+8%2022: $3.8B$3.8B2022+32%2023: $3.6B$3.6B2023−4%2024: $3.0B$3.0B2024−16%2025: $3.2B$3.2B2025+5%2026: $3.4B$3.4B2026+8%
Gross profit10117892$1.5B in 2026+54% since 2019
0$500.0M$1.0B$1.5B$2.0B2019: $985.6M$985.6M20192020: $1.1B$1.1B2020+11%2021: $1.3B$1.3B2021+21%2022: $1.9B$1.9B2022+40%2023: $1.8B$1.8B2023−2%2024: $1.4B$1.4B2024−23%2025: $1.4B$1.4B2025+2%2026: $1.5B$1.5B2026+7%
Operating income10117892$387.3M in 2026+48% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $261.7M$261.7M20192020: $362.8M$362.8M2020+39%2021: $466.9M$466.9M2021+29%2022: $927.2M$927.2M2022+99%2023: $722.2M$722.2M2023−22%2024: $366.1M$366.1M2024−49%2025: $322.6M$322.6M2025−12%2026: $387.3M$387.3M2026+20%
Net income10117892$124.8M in 2026−8% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $135.7M$135.7M20192020: $220.4M$220.4M2020+62%2021: $271.8M$271.8M2021+23%2022: $688.5M$688.5M2022+153%2023: $528.6M$528.6M2023−23%2024: $127.6M$127.6M2024−76%2025: $72.4M$72.4M2025−43%2026: $124.8M$124.8M2026+72%
Fiscal year20192020202120222023202420252026
Revenue$2.5B6$2.6B6$2.8B7$3.8B8$3.6B9$3.0B2$3.2B2$3.4B2
Cost of revenue$1.5B10$1.6B11$1.5B7$1.9B8$1.8B9$1.6B2$1.8B2$1.9B2
Gross profit$985.6M10$1.1B11$1.3B7$1.9B8$1.8B9$1.4B2$1.4B2$1.5B2
Selling, general and admin$723.8M10$732.2M11$858.7M7$928.2M8$1.1B9$1.0B2$1.1B2$1.1B2
Operating income$261.7M10$362.8M11$466.9M7$927.2M8$722.2M9$366.1M2$322.6M2$387.3M2
Interest$67.8M10$87.2M11$69.2M7$66.9M8$151.7M8$237.9M8
Income before tax$822.1M8$437.3M9$155.8M9$77.2M9$166.9M2
Income tax$25.2M10$48.8M11$104.6M7$133.6M8-$91.4M9$28.3M2$4.8M2$47.2M2
Net income$135.7M10$220.4M11$271.8M7$688.5M8$528.6M9$127.6M2$72.4M2$124.8M2
Earnings per share$6.2810$11.5511$13.827$32.378$22.479$6.422$3.922$6.652
Earnings per share (diluted)$5.1210$9.0711$9.967$22.138$19.909$5.912$3.622$6.312
Shares (weighted, basic)21.3M shares823.5M shares919.9M shares218.5M shares218.8M shares2
Shares (weighted, diluted)31.1M shares826.6M shares921.6M shares220.0M shares219.8M shares2

Compare RH with another company

Corporate structure

RH sits at the top of its group. 33 entities, 11 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of RH

  • RH Corte Madera, California
    • DCO LA, LLC Subsidiary · California, United States
    • Design Investors WW Acquisition Company, LLC Subsidiary · Delaware, United States
    • Dmitriy & Company LLC Subsidiary · Delaware, United States
    • Jeup, LLC Subsidiary · Delaware, United States
    • Luxury Bath for Less, LLC Subsidiary · Delaware, United States
    • Restoration Hardware Canada, Inc. Subsidiary · British Columbia, Canada
    • Restoration Hardware International Limited Subsidiary · Hong Kong
    • Restoration Hardware, Inc. Subsidiary · Delaware, United States
    • RH Australia Holdings Pty. Ltd. Subsidiary · Australia
    • RH Belgium BV Subsidiary · Belgium
    • RH Build, Inc. Subsidiary · Delaware, United States
    • RH European Holdings Sàrl Subsidiary · Switzerland
    • RH F&B Operations, Inc. Subsidiary · Delaware, United States
    • RH Geneva Sàrl Subsidiary · Switzerland
    • RH Germany GmbH Subsidiary · Germany
    • RH Global Holdings, Inc. Subsidiary · Delaware, United States
    • RH Jewel, LLC Subsidiary · Delaware, United States
    • RH Madrid Gallery Operations, S.L.U. Subsidiary · Spain
    • RH Malta Operations Limited Subsidiary · Malta
    • RH Milan S.r.l. Subsidiary · Italy
    • RH NY Guesthouse, LLC Subsidiary · New York, United States
    • RH Operations, Inc. Subsidiary · Delaware, United States
    • RH Paris SAS Subsidiary · France
    • RH Sail Limited Subsidiary · Malta
    • RH Sydney Pty. Ltd. Subsidiary · Australia
    • and 7 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What RH reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Construction in progress$156.3M2 Jan 31, 2026$138.7M2 Feb 1, 2025+12.7%
Property and equipment, before depreciation$3.1B2 Jan 31, 2026$2.7B2 Feb 1, 2025+15.1%
Accumulated depreciation$913.3M2 Jan 31, 2026$785.8M2 Feb 1, 2025+16.2%
Property and equipment, net$2.2B2 Jan 31, 2026$1.9B2 Feb 1, 2025+14.6%
Finance-lease assets$1.2B2 Jan 31, 2026$1.0B2 Feb 1, 2025+17.3%
Operating-lease assets (leased space)$795.4M2 Jan 31, 2026$617.1M2 Feb 1, 2025+28.9%

Real estate and locations

ItemLatestA year beforeChange
Stores142 Jan 31, 2026119 Feb 1, 2025+27.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$41.2M2 Jan 31, 2026$30.4M2 Feb 1, 2025+35.4%
Stakes in other companies (equity method)$119.8M2 Jan 31, 2026$126.9M2 Feb 1, 2025−5.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$144.2M2 Jan 31, 2026$140.9M2 Feb 1, 2025+2.3%
Indefinite-lived intangibles (excluding goodwill)$79.8M2 Jan 31, 2026$76.1M2 Feb 1, 2025+4.8%

Properties, in its own words

Leased Properties

Gross square footage of our leased properties as of January 31, 2026 was as follows:

The rest of Item 2

LEASED GROSS

COUNT · SQUARE FOOTAGE

(approximate, in thousands)

Retail locations(1)(2) · 85 · 2,509

Outlets · 44 · 1,558

(1) · Retail locations include Design Galleries, Legacy Galleries, Outdoor Galleries, Modern Gallery, Baby & Child Gallery, Interior Design Studio and Waterworks Showrooms. Refer to “Retail Locations” within Item 1—Business.

(2) · Excludes location count and leased gross square footage for owned properties.

36 · FORM 10-K · PART I

Our leased distribution centers, home delivery center locations and corporate facilities occupied as of January 31, 2026 were as follows:

LEASED SQUARE FOOTAGE

LOCATION · (approximate, in thousands)

RH distribution centers

Patterson, California · 1,501

Baltimore, Maryland · 1,988

Ontario, California · 1,001

West Jefferson, Ohio(1) · 1,224

Home delivery center locations(2) · 1,342

Waterworks distribution center

Brookfield, Connecticut · 160

Corporate facilities

Corte Madera, California(3) · 263

Pinole, California(4) · 200

Danbury, Connecticut(5) · 41

Other(6) · 407

(1) · Customer service center and home delivery operations are also performed at this location.

(2) · Includes total approximate leased square footage for 22 separate home delivery center locations.

(3) · Location of RH Headquarters and certain customer service operations. Also includes approximately 10,000 square feet of warehouse space.

(4) · Represents warehouse space.

(5) · Location of Waterworks Headquarters.

(6) · Includes a number of other operational facilities, including primarily manufacturing operations, as well as customer service operations and storage.

We believe that our current offices and facilities are in good condition, are being used productively and are adequate to meet our requirements for the foreseeable future.

For additional information regarding leases, refer to “Lease Accounting” within Note 3—Significant Accounting Policies and Note 10—Leases in our consolidated financial statements within Part II of this Annual Report.

In addition to the above, we have one third-party distribution center and six third-party home delivery center locations in Europe.

Owned Property

We own thirteen properties, seven of which are owned through our consolidated variable interest entities. Eleven locations represent current or future RH locations and are included in the RH Segment, five of which are operational as of January 31, 2026. Two locations represent properties for the purpose of use by RH or others related to developing, operating and selling such properties, and are part of the Real Estate segment. Refer to Note 8—Variable Interest Entities in our consolidated financial statements within Part II of this Annual Report on Form 10-K.

Item 2 of the 10-K filed Apr 1, 2026.5

Leadership

Who has led RH, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (21)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • DCO LA, LLC California4
  • Design Investors WW Acquisition Company, LLC Delaware4
  • Dmitriy & Company LLC Delaware4
  • Jeup, LLC Delaware4
  • Luxury Bath for Less, LLC Delaware4
  • RH Australia Holdings Pty. Ltd. Australia4
  • RH Belgium BV Belgium4
  • RH Build, Inc. Delaware4
  • RH European Holdings Sàrl Switzerland4
  • RH F&B Operations, Inc. Delaware4
  • RH Geneva Sàrl Switzerland4
  • RH Germany GmbH Germany4
  • RH Global Holdings, Inc. Delaware4
  • RH Jewel, LLC Delaware4
  • RH Madrid Gallery Operations, S.L.U. Spain4
  • RH Malta Operations Limited Malta4
  • RH Milan S.r.l. Italy4
  • RH NY Guesthouse, LLC New York4
  • RH Operations, Inc. Delaware4
  • RH Paris SAS France4
  • RH Sail Limited Malta4
  • RH Sydney Pty. Ltd. Australia4
  • RH US, LLC Delaware4
  • RHG Management, LLC Maryland4
All 32 listed subsidiaries
  • RHM, LLC Delaware4
  • Restoration Hardware Canada, Inc. British Columbia, Canada4
  • Restoration Hardware International Limited Hong Kong4
  • Restoration Hardware, Inc. Delaware4
  • Waterworks France France4
  • Waterworks Holdings, Inc. Delaware4
  • Waterworks IP Co., LLC Delaware4
  • Waterworks Operating Co., LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Restoration Hardware Holdings IncSep 9, 2011 to Feb 10, 20173

Timeline

  1. Sep 10, 20268-K Results of operations39
  2. Jul 23, 20268-K Regulation FD disclosure40
  3. Jul 8, 20268-K Regulation FD disclosure41
  4. Jun 25, 20268-K Shareholder vote42
  5. Jun 11, 20268-K Results of operations43
  6. Mar 31, 20268-K Results of operations44
  7. Jan 26, 20268-K Executive or director change45
  8. Dec 11, 20258-K Results of operations46
  9. Sep 11, 20258-K Results of operations47
  10. Aug 6, 20258-K Entered a material agreement; New debt or obligation48
  11. Jul 2, 20258-K Shareholder vote49
  12. Jun 12, 20258-K Results of operations50
  13. Jul 5, 2013New chief executive Gary G. Friedman becomes CEO15
  14. Nov 1, 2012New chief executive Carlos Alberini becomes CEO16

Calendar

Coming up

  1. Dec 10, 2026Reports results for the quarter ending Oct/2026 A year earlier it reported $1.71 a share, on Dec 11, 2025.51

When it reported results

  1. Sep 10, 2026Reported quarterly or annual results39
  2. Jun 11, 2026Reported quarterly or annual results43
  3. Mar 31, 2026Reported quarterly or annual results44
  4. Dec 11, 2025Reported quarterly or annual results46
  5. Sep 11, 2025Reported quarterly or annual results47
  6. Jun 12, 2025Reported quarterly or annual results50
  7. Apr 2, 2025Reported quarterly or annual results52
  8. Dec 12, 2024Reported quarterly or annual results53

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

329 filings to the SEC since October 2021: 5 annual reports, 18 quarterly reports, 52 major events, 148 insider forms, 45 large holders, 61 other. The latest 20:

  1. Oct 15, 20263 EDGAR
  2. Sep 24, 20264 EDGAR
  3. Sep 22, 2026144 EDGAR
  4. Sep 10, 202610-Q EDGAR
  5. Sep 10, 20268-K EDGAR
  6. Aug 14, 2026SCHEDULE 13G/A EDGAR
  7. Jul 29, 2026SCHEDULE 13G/A EDGAR
  8. Jul 23, 20263 EDGAR
  9. Jul 23, 20268-K EDGAR
  10. Jul 13, 20264 EDGAR
  11. Jul 10, 2026144 EDGAR
  12. Jul 9, 2026SCHEDULE 13D/A EDGAR
  13. Jul 8, 2026144 EDGAR
  14. Jul 8, 20264 EDGAR
  15. Jul 8, 20268-K EDGAR
  16. Jul 7, 2026144 EDGAR
  17. Jul 6, 2026144 EDGAR
  18. Jul 1, 20264 EDGAR
  19. Jun 25, 20268-K EDGAR
  20. Jun 22, 20264 EDGAR

The 329 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

87 open-market trades by officers, directors and large owners since October 2021: 3 buys and 84 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 22, 2026DEMILIO MARK SDirectorSale1,000$132.00$132.0KForm 4
Jul 10, 2026DEMILIO MARK SDirectorSale2,445$168.44$411.8KForm 4
Jul 8, 2026FRIEDMAN GARY GCHAIRMAN & CEOSale48,238$158.66$7.7MForm 4
Jul 7, 2026FRIEDMAN GARY GCHAIRMAN & CEOSale7,693$170.11$1.3MForm 4
Jul 6, 2026FRIEDMAN GARY GCHAIRMAN & CEOSale69,069$169.48$11.7MForm 4
Jun 29, 2026ALBERINI CARLOSDirectorBuy11,388$160.90$1.8MForm 4
Jun 18, 2026DEMILIO MARK SDirectorSale3,102$144.00$446.7KForm 4
Jun 16, 2026DEMILIO MARK SDirectorSale2,202$150.00$330.3KForm 4
Mar 31, 2026Chaya EriSEE REMARKSSale11,000$137.92$1.5MForm 4
Mar 24, 2026Chaya EriSEE REMARKSSale7,000$129.42$905.9KForm 4
Mar 17, 2026Chaya EriSEE REMARKSSale7,000$135.34$947.4KForm 4
Jan 14, 2026DEMILIO MARK SDirectorSale2,254$220.00$495.9KForm 4
Jan 13, 2026DEMILIO MARK SDirectorSale2,000$220.10$440.2KForm 4
Dec 31, 2025DEMILIO MARK SDirectorSale400$180.17$72.1KForm 4
Dec 30, 2025DEMILIO MARK SDirectorSale500$184.00$92.0KForm 4
Sep 19, 2025DEMILIO MARK SDirectorSale2,000$236.13$472.3KForm 4
Jan 21, 2025Chaya EriSEE REMARKSSale25,000$450.45$11.3MForm 4
Jan 17, 2025Hargarten ChristinaCHIEF ACCOUNTING OFFICERSale5,280$447.20$2.4MForm 4
Jan 17, 2025Lee Edward TSEE REMARKSSale600$446.73$268.0KForm 4
Jan 14, 2025Chaya EriSEE REMARKSSale25,000$426.41$10.7MForm 4

All 87 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025PresidentCo-Chief Creative and$657.7K$10.8M67
2025Eri Chaya$1.3M$5.4M67
2025Stefan Duban$950.0K$3.9M67
2025Jack Preston$925.0K$3.9M67
2025Gary Friedman$1.2M$1.3M67
2024PresidentCo-Chief Creative and$1.3M$4.7M67
2024Former Chief Gallery & Customer Officer$950.0K$4.3M67
2024Chief Financial Officer$925.0K$3.5M67
2024Chairman and CEO$1.2M$1.3M67
2023Merchandising Officer & Director$1.3M$5.3M67
2023Former Chief Gallery & Customer Officer$822.6K$4.0M67
2023Chief Financial Officer$896.7K$3.3M67
2023Chairman and CEO$1.2M$1.3M67

SEC filer profile

How RH is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARRH1
  • CIK0001528849
  • Employer ID (EIN)45-30526695
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsJanuary 311
  • Industry code (SIC)5712 Retail-Furniture Stores1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address15 Koch Road, Suite K, Corte Madera, CA 949251
  • Phone415-924-10051
  • Shares outstanding18,933,159 as of Sep 4, 202613
  • Public float$3.1B as of Aug 1, 20255
  • AuditorPricewaterhouseCoopers LLP, San Francisco, California PCAOB ID 238; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceSep 9, 20111
  • Filings996 in all: 4 (414), 8-K (170), SC 13G/A (85), 10-Q (42), 144 (33), 3 (29), SC 13G (27), UPLOAD (27)1
    All 36 form types

    CORRESP (22), DEFA14A (16), DEF 14A (15), 10-K (14), SD (13), S-1/A (12), S-8 (12), SC 13D/A (10), 8-K/A (7), ARS (7), SCHEDULE 13G (5), SCHEDULE 13G/A (5), 3/A (4), 4/A (4), 10-Q/A (3), 424B4 (3), EFFECT (3), S-1 (3), 10-K/A (2), 5 (1), 8-A12B (1), CERTNYS (1), DEFR14A (1), FWP (1), PRE 14A (1), S-1MEF (1), SC 13D (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Apr 1, 2026
    Quarterly report (10-Q) Sep 10, 2026
    Proxy statement (DEF 14A) May 4, 2026
    Latest 8-K (8-K) Sep 10, 2026

Securities registered for trading

ClassSymbolExchange
Common StockRHNew York Stock Exchange

From the cover page of the 10-K filed Apr 1, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks RH names in Item 1A of its 10-K filed Apr 1, 2026: 34 risks under these headings, as written.5

  • Risks Related to Our Business
  • We are undertaking a large number of business initiatives at the same time, including international expansion and exploring opportunities to expand into new categories and complementary businesses. If these initiatives are not successful, they may have a negative impact on our results of operations.
  • We have experienced significant fluctuations in the growth of our business and we may not experience high rates of growth in future periods.
  • Changes in consumer spending and factors that influence spending of the specific categories of consumers that purchase from us may significantly affect our revenue and results of operations.
  • If we fail to successfully and timely deliver merchandise to our customers and manage our supply chain commensurate with demand, our results of operations may be adversely affected.
  • Merchandise purchased from our vendors that is defective or otherwise does not meet our product quality standards could damage our reputation and brand image and harm our business, and we may not have adequate remedies against our vendors for such merchandise.
  • Our business depends on the strength of our brand and continuing investments in our brand will be an important requirement for our future success.
  • Competition in the home furnishings sector may adversely affect our future financial performance.
  • We are subject to risks associated with our dependence on foreign manufacturing and imports for our merchandise.
  • Our growth strategy and performance depend on our ability to purchase quality merchandise in sufficient quantities at competitive prices, including products that are produced by artisans and specialty vendors. Any disruptions we experience in our ability to obtain quality products in a timely fashion or in the quantities required could have a material adverse effect on our business.
  • Our results may be adversely affected by fluctuations in raw materials, energy and transportation costs and currency exchange rates.
  • We are subject to risks associated with occupying substantial amounts of space, including future increases in occupancy costs. We are pursuing various alternatives to traditional leasing arrangements of our Gallery locations that may subject us to a range of risks related to real estate development, including risks related to construction and development of locations, risks related to the financing of commercial real estate and the market for commercial real estate.
The other 23 risks
  • A number of factors that affect our ability to successfully open new Galleries within the time frames or cost parameters that we initially target or optimize our store footprint are beyond our control, and these factors may harm our ability to execute our strategy to transform our real estate, which may negatively affect our results of operations.
  • If we are unable to successfully optimize and operate our distribution centers, furniture home delivery centers and other aspects of our supply chain and customer delivery network, or if we are not able to fulfill orders and deliver our merchandise to our customers in an effective manner, our business and results of operations will be harmed.
  • We currently rely upon independent third-party transportation providers for the majority of our product shipments, which subjects us to certain risks.
  • Our operations have significant liquidity and capital requirements and depend on the availability of adequate financing and sources of capital on reasonable terms. We have elected to raise substantial amounts of capital through debt which exposes our business to risks related to obligations of indebtedness, including the variable interest rate of such indebtedness as well as the other terms and conditions of our debt financing and the need to manage our financial resources in order to repay such debt in accordance with its terms.
  • Our business is dependent on certain key personnel; if we lose key personnel or are unable to hire additional qualified personnel, our business may be harmed.
  • Material damage to, or interruptions in, information systems as a result of external factors, staffing shortages, cybersecurity breaches or cyber fraud, or difficulties in updating our existing software or developing or implementing new software could have a material adverse effect on our business or results of operations, and we may be exposed to risks and costs associated with protecting the integrity and security of our customers’ information.
  • We face product-related liability risks and certain of our products may be subject to recalls or other actions by regulatory authorities, and any such recalls or similar actions could have a material adverse effect on our business and reputation.
  • We are involved in legal and regulatory proceedings from time to time that may affect our Company and/or our senior leadership, including litigation, claims, investigations and regulatory and other proceedings, which could distract senior leadership from our business activities and result in significant liability.
  • Compliance with laws, including laws relating to our business activities outside of the United States, may be costly, and changes in laws could make conducting our business more expensive or otherwise change the way we do business.
  • We may be unsuccessful in identifying attractive acquisition opportunities or, to the extent that we pursue attractive acquisition opportunities, we may be unsuccessful in completing or realizing the expected benefits of such acquisitions.
  • Our total assets include intangible assets with an indefinite life, goodwill, tradename, trademarks, and other intellectual property, and substantial amounts of long-lived assets, principally property and equipment and lease right-of-use assets. Changes to estimates or projections used to assess the fair value of these assets, or results of operations that are lower than our current estimates at certain store locations, may cause us to incur impairment charges that could adversely affect our results of operations.
  • Any failure to establish and maintain effective disclosure controls and procedures and internal controls over financial reporting could result in material misstatements in our financial statements and failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition or results of operations.
  • Risks Related to Ownership of Our Common Stock
  • Our common stock price may be volatile or may decline regardless of our operating performance.
  • Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.
  • Our Certificate of Incorporation and Bylaws contain provisions that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for certain disputes between us and our stockholders, which could limit our stockholders’ ability to choose a different judicial forum for disputes with us or our directors, officers or employees.
  • We do not expect to pay any cash dividends for the foreseeable future.
  • We face various risks in connection with our share repurchase program.
  • The terms of our outstanding indebtedness may delay or hinder an otherwise beneficial takeover attempt of our Company.
  • General Risks
  • Expectations of us relating to environmental, social and governance factors may impose additional costs and expose us to new risks.
  • Labor organizing and other activities could negatively impact us.
  • Changes to accounting rules or regulations may adversely affect our results of operations.
  • Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets, including net operating loss carryforwards, may result in volatility of our results of operations.
  • Our operations are subject to risks of natural or man-made disasters, acts of war, terrorism, geopolitical uncertainty or widespread illness, any one of which could result in a business stoppage and negatively affect our results of operations.

Legal proceedings

From time to time, we and/or members of our senior leadership team are involved in litigation, claims, investigations and other proceedings relating to the conduct of our business, including purported class action litigation, as well as securities class action litigation. Such legal proceedings may include claims related to our employment practices, wage and hour claims, claims of intellectual property infringement, including with respect to trademarks and trade dress, claims asserting unfair competition and unfair business practices, claims with respect to our collection and sale of reproduction products, and consumer class action claims relating to our consumer practices. In addition, from time to time, we are subject to product liability and personal injury claims for the products that we sell and the Galleries we operate. Subject to certain exceptions, our purchase orders generally require the vendor to indemnify us against any product liability claims; however, if the vendor does not have insurance or becomes insolvent, we may not be indemnified. In addition, we could face a wide variety of employee claims against us, including general discrimination, privacy, labor and employment, ERISA and disability claims. Any claims could result in litigation against us and could also result in regulatory proceedings being brought against us by various federal and state agencies that regulate our business, including the U.S. Equal Employment Opportunity Commission. Often these cases raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant senior leadership time. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses and liability and could also materially adversely affect our operations and our reputation.

For additional information, refer to Note 18—Commitments and Contingencies in our consolidated financial statements within Part II of this Annual Report.

The opening of Item 3, Legal Proceedings.5

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
  61. 61
  62. 62
  63. 63
  64. 64
  65. 65
  66. 66
  67. 67