0001760965false00017609652026-11-112026-11-11
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 11, 2026
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
Item 8.01. Other Events.
On November 11, 2026, Kontoor Brands, Inc. (the “Company”) entered into accelerated share repurchase agreements (the “ASR Agreements”) with financial institutions (the “Dealers”) to repurchase $400 million of the Company’s common stock, consistent with the Company’s previously announced intention to undertake a $400 million accelerated share repurchase following the closing of the Lee business divestiture. The ASR Agreements will be completed under the Company’s existing $750 million share repurchase authorization. Under the ASR Agreements, on November 12, 2026, the Company will make a total payment of $400 million to the Dealers and expects to receive initial delivery of approximately 4.0 million shares of the Company’s common stock, representing 80% of the dollar amount of the ASR Agreements based on the November 11, 2026 closing share price. The final number of shares of the Company’s common stock to be repurchased will be based on the volume-weighted average price of the Company’s common stock during the term of the ASR Agreements, less a discount and subject to customary adjustments. The final settlement of the transactions under the ASR Agreements is expected to occur in the first half of 2027.
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: November 12, 2026 | By: | /s/ Thomas L. Doerr, Jr. | |
| Name: | Thomas L. Doerr, Jr. | |
| Title: | Executive Vice President, Chief Legal Officer & Secretary | |
|
