KTB Amends 8-K to Add Audited Financials and Pro Forma for Acquisition

Rhea-AI Filing Summary

Kontoor Brands amended its prior Form 8-K to attach financial disclosures related to its acquisition. The amendment adds the audited combined consolidated financial statements of CTC Triangle B.V. and subsidiaries (including HH-ALI PTE. Ltd.) for the years ended December 31, 2024 and 2023 as Exhibit 99.1, and unaudited condensed combined consolidated financial statements for the three months ended March 31, 2025 and March 31, 2024 as Exhibit 99.2. It also attaches unaudited pro forma condensed combined financial information for Kontoor Brands giving effect to the Acquisition as Exhibit 99.3.

The filing states these exhibits were provided in fulfillment of the company’s prior commitment to supply the required financial statements and pro forma information within the 71-day timeframe referenced in the Initial 8-K. Other information in the Initial 8-K remains unchanged.

Positive

• Provides required audited historical financial statements for CTC Triangle B.V. and subsidiaries for 2024 and 2023 (Exhibit 99.1)
• Includes unaudited interim combined statements for the three months ended March 31, 2025 and 2024 (Exhibit 99.2)
• Attaches unaudited pro forma condensed combined financial information reflecting Kontoor Brands giving effect to the Acquisition (Exhibit 99.3)
• Fulfills disclosure commitment referenced in the Initial 8-K regarding delivery within the stated 71-day timeframe

Negative

• Initial 8-K omitted required exhibits, necessitating an amended report to include the audited and pro forma financial statements

Insights

Financial Analyst

TL;DR: The amendment supplies the missing audited and pro forma financials tied to the acquisition, enabling investor assessment.

Attaching audited historical financial statements and unaudited interim results is a necessary step to evaluate the financial impact of the acquisition on Kontoor Brands. The pro forma condensed combined financial information will allow analysts to model combined revenues, expenses and balance sheet aggregates on a consistent basis. Because the filing adds exhibits rather than revises previously disclosed metrics, it appears procedural; material conclusions about earnings, synergies or balance-sheet effects must be drawn from the attached exhibits themselves.

M&A Specialist

TL;DR: The amendment completes disclosure requirements for the acquired business, supporting transaction transparency.

Providing the audited combined statements of CTC Triangle B.V. and subsidiaries plus unaudited interim and pro forma information is standard and important for assessing deal accounting, purchase price allocation and potential goodwill or other acquisition accounting impacts. The exhibits named (99.1, 99.2, 99.3) are the relevant documents for detailed analysis. This amendment does not itself reveal deal economics; those must be reviewed in the attached exhibits.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 31, 2025

KONTOOR BRANDS, INC.

(Exact name of registrant as specified in charter)

North Carolina

001-38854

83-2680248

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. employer identification number)

400 N. Elm Street

Greensboro, North Carolina 27401

(Address of principal executive offices)

(336) 332-3400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

Common Stock, no par value

KTB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Introductory Note.

On June 2, 2025, Kontoor Brands, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") a Current Report on Form 8-K (the "Initial 8-K") to disclose that the Company had completed its previously announced acquisition of all of the issued and outstanding share capital of CTC Triangle B.V., a Netherlands private limited liability company, which is the parent of a group of companies operating Helly Hansen, the global outdoor and workwear brand (the “Acquisition”).

This Current Report on Form 8-K/A amends the Initial 8-K to include (i) the historical audited financial statements and historical unaudited interim financial statements of Helly Hansen required by Item 9.01(a) on Form 8-K and (ii) the unaudited pro forma financial information required by Item 9.01(b) on Form 8-K. The Company had previously indicated in the Initial 8-K that such financial statements and pro forma information would be provided no later than 71 days from the date on which the Initial 8-K was required to be filed.

Except as described above, all other information in the Initial 8-K remains unchanged.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The audited combined consolidated financial statements of CTC Triangle B.V. and subsidiaries including HH-ALI PTE. Ltd. as of and for the year ended December 31, 2024, and December 31, 2023, are attached hereto as Exhibit 99.1 and incorporated by reference herein.

The unaudited condensed combined consolidated financial statements of CTC Triangle B.V. and subsidiaries including HH-ALI PTE. Ltd. as of and for the three months ended March 31, 2025, and March 31, 2024, are attached hereto as Exhibit 99.2 and incorporated by reference herein.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information for Kontoor Brands, Inc., giving effect to the Acquisition and adjustments described in such pro forma financial information, is attached hereto as Exhibit 99.3 and incorporated by reference herein.

(d) Exhibits.

Exhibit No.			Description
2			Share Purchase Agreement, dated as of February 18, 2025, among Kontoor Nordic Holdings AS, Kontoor Brands, Inc. and Canadian Tire Corporation, Limited (incorporated by reference to Exhibit 2 to the Company's Form 8-K filed with the SEC on February 21, 2025)
23.1			Consent of Deloitte AS
99.1			Audited combined consolidated financial statements of CTC Triangle B.V. and subsidiaries including HH-ALI PTE. Ltd. as of and for the year ended December 31, 2024, and December 31, 2023
99.2			Unaudited condensed combined consolidated financial statements of CTC Triangle B.V. and subsidiaries including HH-ALI PTE. Ltd. as of and for the three months ended March 31, 2025, and March 31, 2024
99.3			Unaudited pro forma condensed combined statements of operations for Kontoor Brands, Inc., for the six months ended June 28, 2025, and the year ended December 28, 2024
104			Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			KONTOOR BRANDS, INC.
Date: August 14, 2025			By:			/s/ Joseph A. Alkire
			Name:			Joseph A. Alkire
			Title:			Executive Vice President, Chief Financial Officer and Head of Global Operations

FAQ

What did Kontoor Brands (KTB) file in this 8-K/A?

The amendment attaches audited combined consolidated financial statements for CTC Triangle B.V. and subsidiaries for years ended December 31, 2024 and 2023 (Exhibit 99.1), unaudited interim combined statements for the three months ended March 31, 2025 and 2024 (Exhibit 99.2), and unaudited pro forma condensed combined financial information reflecting the Acquisition (Exhibit 99.3).

Does the amendment change other information previously reported in the Initial 8-K?

No. The filing states that except for adding the specified financial statements and pro forma information, all other information in the Initial 8-K remains unchanged.

Which entities’ financials were attached to the amendment?

The audited and unaudited combined consolidated financial statements attached relate to CTC Triangle B.V. and subsidiaries, including HH-ALI PTE. Ltd.

What is Exhibit 99.3 in this filing?

Exhibit 99.3 is the unaudited pro forma condensed combined financial information for Kontoor Brands giving effect to the Acquisition.

Was the company meeting a prior disclosure commitment with this amendment?

Yes. The amendment indicates these exhibits were provided in accordance with the company’s prior indication that such information would be provided no later than 71 days from the date the Initial 8-K was required to be filed.