Abercrombie & Fitch (ANF) EVP exercises RSUs, uses shares to pay taxes

Rhea-AI Filing Summary

Abercrombie & Fitch Co. executive Gregory J. Henchel exercised previously granted equity awards and settled related taxes in shares. He converted 4,114 restricted stock units into the same number of Class A common shares, reflecting vesting of compensation-related awards. To cover tax obligations, 1,848 shares of Class A common stock were disposed of at a price of $86.27 per share, a standard tax-withholding mechanism rather than an open-market sale. Following these transactions, Henchel directly holds 48,113 shares of Class A common stock.

Insights

Equity Compensation Analyst

Routine RSU vesting with tax withholding, not an open-market trade.

EVP and General Counsel Gregory J. Henchel exercised 4,114 restricted stock units into Class A common stock. This reflects vesting of stock-based compensation, consistent with typical executive pay structures at public companies.

To satisfy tax obligations, 1,848 shares were delivered at $86.27 per share in a transaction coded "F", which indicates tax withholding rather than a discretionary sale. After these events, Henchel holds 48,113 Class A shares directly, suggesting the overall activity is a routine compensation event rather than a directional bet on the stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HENCHEL GREGORY J

(Last) (First) (Middle)

6301 FITCH PATH

(Street)

NEW ALBANY OH 43054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ABERCROMBIE & FITCH CO /DE/ [ ANF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Gen Cnsl & Secy

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/09/2026		M		4,114	A	$0.0000	49,961	D
Class A Common Stock	03/09/2026		F		1,848	D	$86.27	48,113	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	03/09/2026		M			4,114	(2)	03/07/2026	Class A Common Stock	4,114	$0.0000	0.0000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

2. Restricted stock units vest one-third per year beginning on the first anniversary of the date of grant.

	Robert J. Tannous, Attorney-in-Fact	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did ANF executive Gregory Henchel report on this Form 4?

Gregory Henchel exercised 4,114 restricted stock units into Class A shares and delivered 1,848 shares for taxes. These actions reflect equity compensation vesting and related tax withholding, rather than open-market buying or selling of Abercrombie & Fitch Co. stock.

Did the ANF insider Form 4 show open-market buying or selling of shares?

No, the Form 4 shows compensation-related activity, not open-market trades. Henchel exercised 4,114 restricted stock units and then delivered 1,848 shares to cover tax liabilities, a standard non-discretionary mechanism coded as a tax-withholding disposition.

How many Abercrombie & Fitch (ANF) shares does Gregory Henchel own after these transactions?

After the reported transactions, Henchel directly holds 48,113 Class A common shares. This figure reflects his position following the RSU conversion and the share delivery for tax withholding, as shown in the non-derivative holdings table of the Form 4.

What do the restricted stock units in the ANF Form 4 represent?

Each restricted stock unit represents a contingent right to receive one ANF common share. Footnotes explain that these units vest one-third per year beginning on the first anniversary of grant, aligning executive incentives with long-term shareholder interests through staged equity delivery.

At what price were ANF shares used for Gregory Henchel’s tax withholding?

Shares delivered for tax withholding were valued at $86.27 per share. A total of 1,848 Class A common shares were used to satisfy tax liabilities tied to the vesting and exercise of 4,114 restricted stock units on the same transaction date.