[8-K] Levi Strauss & Co. Reports Material Event

Rhea-AI Filing Summary

Levi Strauss & Co. named Timothy Joseph 'Joe' Davis as Senior Vice President, Global Controller, effective August 11, 2025. Mr. Davis, 56, joins from Crocs, Inc., where he served as Vice President and Chief Accounting Officer beginning in 2019, and previously held senior accounting roles at Agero and Thermo Fisher Scientific. He holds a B.S. in Accounting and is a Certified Public Accountant.

The filing states his employment is at-will and discloses compensation: a $450,000 base salary, a target annual bonus equal to 50% of base salary, aggregate 2025 equity grants valued at $500,000 (split into $250,000 time-based RSUs vesting ratably over four years and $250,000 performance-based RSUs tied to three-year goals), a $185,000 signing cash bonus paid in two installments, and a $115,000 sign-on RSU grant vesting at 12 and 24 months. He will participate in standard executive benefits, relocation policy, and the company severance plan; no related-party transactions or family relationships were reported. The filing also notes Lisa Stirling will transition to Vice President, U.S. and Canada Finance effective the same date and lists the employment offer letter as an exhibit.

Positive

• Experienced finance hire with prior senior accounting roles at Crocs, Agero, and Thermo Fisher and a CPA credential
• Comprehensive compensation disclosure including base salary, target bonus, sign-on cash, time-based and performance-based RSUs
• Leadership continuity noted via Lisa Stirling's transition to Vice President, U.S. and Canada Finance

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine finance leadership hire with detailed compensation and multi-year equity structure; no immediate material financial disclosures.

The 8-K reports a standard senior accounting appointment with explicitly disclosed cash and equity components that create future expense and potential dilution over multi-year vesting periods. Key metrics disclosed—$450,000 base salary, 50% target annual incentive, $500,000 aggregate 2025 equity grants, $185,000 signing cash and $115,000 sign-on RSUs—allow investors to quantify near-term cash outflows and modeled equity expense timing once awards are granted and recognized. The filing also documents an internal transition for the incumbent controller to a new finance role, maintaining continuity in finance leadership. No related-party transactions or Item 404 disclosures were reported.

Corporate Governance Expert

TL;DR: Governance disclosure is thorough for an executive hire: employment terms, disclosure of no family relationships, and absence of reportable related-party transactions.

The report provides a clear record of hire terms and compliance-related statements: at-will employment, benefit and severance plan eligibility, and equity awards under the 2019 Equity Incentive Plan. The filing explicitly states there are no arrangements or understandings that led to the appointment, no family ties to directors or officers, and no transactions requiring disclosure under Item 404 of Regulation S-K. The inclusion of the employment offer letter as an exhibit supports transparency and allows stakeholders to review contractual terms.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 7, 2025

LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

Delaware	001-06631	94-0905160
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1155 Battery Street

San Francisco, California 94111

(Address of principal executive offices) (Zip Code)

(415) 501-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (See General Instruction A.2. below):

☐ 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
Class A Common Stock, $0.001 par value per share	LEVI	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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2025, Levi Strauss & Co. (the “Company”) announced the appointment of Timothy Joseph “Joe” Davis as the Company’s Senior Vice President, Global Controller, effective August 11, 2025 (the “Effective Date”).

Mr. Davis, 56, most recently served as the Vice President and Chief Accounting Officer of Crocs, Inc., a multi-brand global footwear retailer and manufacturer, beginning in 2019. Before joining Crocs, Inc., Mr. Davis served as Vice President, Controller at Agero, Inc., a privately-held technology provider, from 2017 to 2019. Mr. Davis also previously served as Director, Technical Accounting at Thermo Fisher Scientific Inc. Mr. Davis holds a Bachelor of Science in Accounting from the University of Akron and is a Certified Public Accountant.

Mr. Davis’s employment is expected to commence on the Effective Date and may be terminated at-will by either party, with or without notice. He will receive a base salary of $450,000 per year, participate in the Company’s Annual Incentive Plan with an initial target bonus of 50% of his base salary, and will be eligible to participate in the benefit and perquisite programs (including relocation policy) available to Company executives. He will be eligible to receive equity grants in 2025, which grants will have an aggregate value of $500,000 and consist of (a) restricted stock units (“RSUs”) subject to four-year ratable vesting with a value of $250,000 and (b) performance-based RSUs subject to successful achievement of Company three-year overlapping performance goals following approval by the Board of Directors of the Company of results against the goals with a value of $250,000. Mr. Davis will also receive a one-time signing cash bonus of $185,000 that pays $100,000 within the first 30 days of the Effective Date and $85,000 paid within 30 days of the one-year anniversary and a one-time sign-on RSU grant with a value of $115,000 that vests in two equal installments at 12 months and 24 months following the grant date of the award, in each case subject to his continued employment through each payment date or vesting date, as applicable, and subject to an obligation to repay or return all or part of such sign-on payments and awards in certain circumstances including certain separations from service. All equity grants will be made under the Company’s 2019 Equity Incentive Plan. Mr. Davis will be generally entitled to receive the benefits provided by the Company’s severance plan available to similarly situated employees.

There are no arrangements or understandings between Mr. Davis and any other persons pursuant to which he was appointed as the Company’s Controller. There is no family relationship between Mr. Davis and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Mr. Davis that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

As previously announced on May 2, 2025, Lisa Stirling, the Company’s Global Controller and Principal Accounting Officer, will transition to a new role as Vice President, U.S. and Canada Finance. Her transition will be effective as of the Effective Date.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

10.1	Employment Offer Letter between Levi Strauss & Co. and Timothy Joseph Davis.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

			LEVI STRAUSS & CO.
DATE:	August 11, 2025	By:	/s/ David Jedrzejek
		Name:	David Jedrzejek
		Title:	Senior Vice President and General Counsel

FAQ

When does Levi Strauss' new Global Controller, Timothy 'Joe' Davis, start?

His start date is effective August 11, 2025.

What is the base salary and target bonus for Levi Strauss' new controller (LEVI)?

The base salary is $450,000 per year and the initial target annual bonus is 50% of base salary.

What equity and sign-on compensation did Levi Strauss disclose for Joe Davis?

2025 equity grants with an aggregate value of $500,000 (split into $250,000 time-based RSUs vesting ratably over four years and $250,000 performance-based RSUs tied to three-year goals), plus a $115,000 sign-on RSU grant vesting at 12 and 24 months and a $185,000 signing cash bonus paid in two installments.

Is Timothy Davis' employment at Levi Strauss at-will and eligible for severance?

Yes. The filing states his employment may be terminated at-will by either party and he is generally entitled to receive benefits under the company's severance plan for similarly situated employees.

Does the filing disclose any related-party transactions or family relationships for the new controller?

The filing states there are no arrangements or understandings leading to the appointment, no family relationship with directors or executive officers, and no transactions requiring disclosure under Item 404.

What internal finance leadership change was also disclosed in the 8-K for LEVI?

Lisa Stirling, the company's Global Controller and Principal Accounting Officer, will transition to Vice President, U.S. and Canada Finance effective the same date.