Stitch Fix (NASDAQ: SFIX) amends credit agreement and details 2025 vote results

Rhea-AI Filing Summary

Stitch Fix, Inc. entered into a first amendment to its first lien credit agreement with Citibank, N.A., extending the maturity date from December 4, 2026 to December 11, 2028, while leaving the previously disclosed terms largely unchanged.

The company also held its 2025 annual meeting of stockholders on December 11, 2025 via live webcast. Stockholders elected Class II directors Kofi Amoo-Gottfried, who received 208,218,424 votes for and 19,045,726 votes withheld, and Timothy Baxter, who received 213,206,870 votes for and 14,057,280 votes withheld, with 14,972,929 broker non-votes for each. Stockholders approved, on a non-binding advisory basis, executive compensation with 197,618,173 votes for and 29,105,044 against, and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending August 1, 2026 with 241,197,907 votes for and 259,754 against.

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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): December 11, 2025

STITCH FIX, INC.

(Exact name of Registrant as Specified in Its Charter)

Commission file number: 001-38291

Delaware									27-5026540
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

1 Montgomery Street, Suite 1500

San Francisco, California 94104

(Address of principal executive offices and zip code)

(415) 882-7765

(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 Instructions 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

Name of Each Exchange on Which Registered

Class A common stock, par value $0.00002 per share

SFIX

Nasdaq Global Select Market

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 1.01    Entry into a Material Definitive Agreement

On December 11, 2025, Stitch Fix, Inc. (the “Company”) entered into the First Amendment (the “Amendment”) to the first lien credit agreement, dated as of December 4, 2023, by and between the Company, as borrower, and Citibank, N.A., as agent and lender (the “Credit Agreement”). The Amendment extends the maturity date of the Credit Agreement from December 4, 2026 to December 11, 2028. Except to the extent described herein and in the exhibits hereto, the terms of the Credit Agreement, previously described in the Company’s Annual Report on Form 10-K for the fiscal year ended August 2, 2025, were not materially modified by the Amendment.

The Amendment is filed as Exhibit 10.1 hereto and this description thereof is not intended to be complete and is qualified by reference thereto in its entirety.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On December 11, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) via live audio webcast at www.virtualshareholdermeeting.com/SFIX2025. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on October 31, 2025. The following is a brief description of each matter voted upon and the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

Proposal 1. Stockholders elected each of the two nominees for Class II directors to serve until the Company’s 2028 Annual Meeting of Stockholders or until his respective successor has been duly elected and qualified. The voting results were as follows:

Director Name						Votes For						Votes Withheld						Broker Non-Votes
Kofi Amoo-Gottfried						208,218,424						19,045,726						14,972,929
Timothy Baxter						213,206,870						14,057,280						14,972,929

Proposal 2. Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
197,618,173						29,105,044						540,933						14,972,929

Proposal 3. Stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 1, 2026. The voting results were as follows:

Votes For						Votes Against						Abstentions
241,197,907						259,754						779,418

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibits are provided as part of this Report:

Exhibit No.						Description
10.1						First Amendment to Credit Agreement, by and between Stitch Fix, Inc. and Citibank, dated as of December 11, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Stitch Fix, Inc.

Dated: December 16, 2025

By:

/s/ Casey O’Connor

Casey O’Connor

Chief Legal Officer

FAQ

What change did Stitch Fix (SFIX) make to its credit agreement in December 2025?

On December 11, 2025, Stitch Fix entered into a first amendment to its first lien credit agreement with Citibank, N.A., extending the maturity date from December 4, 2026 to December 11, 2028. Other previously disclosed terms were not materially modified.

When does Stitch Fixs amended credit facility now mature?

Under the first amendment to the credit agreement, the maturity date was extended from December 4, 2026 to December 11, 2028.

Which directors were elected at Stitch Fixs 2025 annual meeting and how many votes did they receive?

Stockholders elected Class II directors Kofi Amoo-Gottfried, who received 208,218,424 votes for and 19,045,726 votes withheld, and Timothy Baxter, who received 213,206,870 votes for and 14,057,280 votes withheld. Each directors election had 14,972,929 broker non-votes.

How did Stitch Fix (SFIX) stockholders vote on executive compensation in 2025?

Stockholders approved, on a non-binding advisory basis, the compensation of Stitch Fixs named executive officers, with 197,618,173 votes for, 29,105,044 votes against, 540,933 abstentions, and 14,972,929 broker non-votes.

Which auditor did Stitch Fix stockholders ratify for the fiscal year ending August 1, 2026?

Stockholders ratified the selection of Deloitte & Touche LLP as Stitch Fixs independent registered public accounting firm for the fiscal year ending August 1, 2026, with 241,197,907 votes for, 259,754 votes against and 779,418 abstentions.

When and how was Stitch Fixs 2025 annual meeting of stockholders held?

The 2025 annual meeting of stockholders was held on December 11, 2025 via live audio webcast at www.virtualshareholdermeeting.com/SFIX2025.