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Abercrombie & Fitch (ANF) EVP converts 2,939 RSUs, 1,353 shares withheld for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Abercrombie & Fitch Co. EVP of Human Resources Jay Rust exercised restricted stock units into common shares. On March 9, 2026, he converted 2,939 restricted stock units into the same number of Class A common shares, reflecting a scheduled equity compensation event.

To cover tax obligations, 1,353 shares of Class A common stock were withheld at $86.27 per share, a non-market disposition. After these transactions, Rust directly held 8,234 shares of Class A common stock. The footnotes state that each restricted stock unit represents one share and that such units vest in three equal annual installments beginning on the first anniversary of the grant date.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU vesting with tax withholding; no open-market trading.

Jay Rust, EVP of Human Resources at Abercrombie & Fitch, exercised 2,939 restricted stock units into Class A common shares. This follows the plan terms, where restricted stock units vest one-third per year starting on the first anniversary of grant.

To satisfy tax obligations on vesting, 1,353 shares were withheld at $86.27 per share, classified as a tax-withholding disposition rather than an open-market sale. After these actions, Rust held 8,234 shares directly, showing a net increase in his share ownership from this equity award.

The filing indicates no remaining derivative position in these units, as the derivativeSummary is empty. Subsequent company filings may provide additional context on future equity awards or vesting events under the same or similar compensation programs.

Insider Rust Jay
Role EVP Human Resources
Type Security Shares Price Value
Exercise Restricted Stock Unit 2,939 $0.00 $0.00
Exercise Class A Common Stock 2,939 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 1,353 $86.27 $117K
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Class A Common Stock — 8,234 shares (Direct)
Footnotes (2)
  1. F1. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
  2. F2. Restricted stock units vest one-third per year beginning on the first anniversary of the date of grant.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did Abercrombie & Fitch (ANF) EVP Jay Rust report?
Jay Rust reported exercising 2,939 restricted stock units into Class A common shares. This equity award vesting is part of his compensation, not an open-market trade, and reflects the conversion of RSUs into actual stock under the company’s long-term incentive plan.

How many Abercrombie & Fitch (ANF) shares were withheld for Jay Rust’s taxes?
To cover tax obligations, 1,353 Class A common shares were withheld at $86.27 per share. This tax-withholding disposition is a standard mechanism in equity compensation and does not represent an open-market sale by the executive into the trading market.

How many Abercrombie & Fitch (ANF) shares does Jay Rust hold after this Form 4?
After the reported transactions, Jay Rust directly holds 8,234 shares of Abercrombie & Fitch Class A common stock. This reflects his net ownership following the RSU conversion and the share withholding used to satisfy the associated tax liabilities on the vested award.

Were Jay Rust’s Abercrombie & Fitch (ANF) transactions open-market buys or sells?
No open-market buys or sells were reported. The Form 4 shows an RSU exercise (code M) and a tax-withholding disposition (code F). Shares withheld under code F are delivered to satisfy taxes, not sold by the insider through open-market trading activity.

How do Jay Rust’s restricted stock units in Abercrombie & Fitch (ANF) vest?
The footnotes state that restricted stock units vest one-third per year, starting on the first anniversary of the grant date. Each vested restricted stock unit converts into one share of Abercrombie & Fitch common stock when it settles under the award’s terms.

What does the M transaction code mean in Jay Rust’s Abercrombie & Fitch (ANF) filing?
The M code in Jay Rust’s Form 4 indicates an exercise or conversion of a derivative security. Here, it reflects the conversion of 2,939 restricted stock units into the same number of Class A common shares as part of his long-term equity compensation arrangement.
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Rust Jay
(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 Human Resources
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 2,939 A $0.0000 9,587 D
Class A Common Stock 03/09/2026 F 1,353 D $86.27 8,234 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 2,939 (2) 03/07/2026 Class A Common Stock 2,939 $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.

Source: View Original Filing on SEC EDGAR