STOCK TITAN

Vince Holding buys OVO business, takes 5% IP

Vince Holding Corp. (VNCE) completed a multi-part transaction to acquire the operating business of October’s Very Own (OVO) and deepen its partnership with Authentic Brands Group and OVO co‑founder Aubrey “Drake” Graham.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vince Holding Corp. (VNCE) completed a multi-part transaction to acquire the operating business of October’s Very Own (OVO) and deepen its partnership with Authentic Brands Group and OVO co‑founder Aubrey “Drake” Graham. A Vince subsidiary bought all equity of the OVO operating companies, while an Authentic subsidiary acquired OVO’s intellectual property.

VNCE will operate OVO as core apparel and retail licensee and holds a 5% ownership interest in the OVO IP, alongside Authentic at 51% and Drake at 44%, under a long‑term global license to manufacture and sell OVO apparel. Separately, Vince’s subsidiary agreed to purchase Class A units representing a 5% interest in ABG OVO for $6,000,000, gaining minority protections under the ABG‑OVO LLC agreement.

The company also entered a long‑term License Agreement governing territories, product categories and royalties, and amended its ABL Credit Agreement to permit the OVO transactions and designate the OVO entities as unrestricted subsidiaries. VNCE states the OVO deal is expected to be earnings neutral in fiscal 2026, net of transaction fees, and accretive to EPS in fiscal 2027, and it expects second‑quarter fiscal 2026 results at the high end of prior guidance.

Positive

  • OVO operating business acquired and 5% IP stake, giving VNCE control of OVO’s global operating platform plus minority ownership in the brand’s intellectual property alongside Authentic and Drake.
  • Deal expected to be EPS-accretive in fiscal 2027 and earnings neutral in fiscal 2026, positioning the OVO acquisition as a growth driver rather than a near-term earnings drag.
  • Diversification into global streetwear through OVO adds a new, high-growth category to VNCE’s portfolio and supports its multi-brand platform strategy.
  • Q2 fiscal 2026 results expected at the high end of prior guidance, excluding any tariff refunds, signaling ongoing operating momentum.
  • Capital-efficient structure in which Authentic funds the majority IP purchase while VNCE acquires the strengthened OVO operating business and a 5% IP interest.

Negative

  • None.

Insights

Analyzing...

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
ABG OVO Class A Units Purchase Price $6,000,000 Paid by a Vince subsidiary for Class A Units representing a 5% Percentage Interest in ABG OVO
OVO IP Ownership – Authentic 51% Ownership of OVO intellectual property held by Authentic’s new subsidiary
OVO IP Ownership – Drake 44% Ownership of OVO intellectual property held by Aubrey “Drake” Graham
OVO IP Ownership – VNCE 5% Minority ownership of OVO intellectual property held by Vince Holding Corp.
OVO Retail Stores 12 stores Existing OVO stores across Canada, the United States and the United Kingdom included in the acquisition
Earnings Impact Timing Fiscal 2026 neutral; Fiscal 2027 accretive Transaction expected to be earnings neutral in fiscal 2026 and EPS-accretive in fiscal 2027
Asset and Equity Purchase Agreement financial
"entered into an Asset and Equity Purchase Agreement"
License Agreement financial
"entered into a License Agreement"
A license agreement is a contract where the owner of intellectual property, technology, a brand, or other rights gives another party permission to use those assets under specified conditions, usually for fees, royalties or other payments. For investors it matters because such deals create or limit predictable revenue streams, affect profit margins, transfer legal and commercial risk, and can determine how quickly a company can grow — like renting out a patented tool to earn steady income while keeping ownership.
unrestricted subsidiaries financial
"designate BN Opco, LLC and its subsidiaries as unrestricted subsidiaries"
A company’s unrestricted subsidiaries are units that the parent treats as legally separate and does not bind to its debt covenants or other lender-imposed rules. Think of them as rooms in a house the owner can renovate or rent out without asking mortgage lenders; that freedom can let the parent pursue opportunities but can also shift risk away from creditors and change the parent’s reported leverage, so investors watch them for hidden liabilities and impacts on credit protection.
guaranteed minimum royalty financial
"commit to an annual guaranteed minimum royalty that increases over the initial term"
Minimum Net Sales financial
"failure to achieve Minimum Net Sales in the applicable Contract Years"

FAQ

What exactly did VNCE acquire in the OVO transaction?

VNCE acquired all operating companies, assets and liabilities of October’s Very Own, including 12 retail stores across Canada, the U.S. and U.K., OVO’s e-commerce platform and wholesale relationships, while Authentic acquired a majority stake in OVO’s IP.

How is ownership of OVO’s intellectual property split among VNCE, Authentic and Drake?

A new IP-holding subsidiary owns OVO’s IP, with 51% held by Authentic Brands Group, 44% by Aubrey “Drake” Graham, and 5% by VNCE, giving VNCE both operating control and a minority economic interest in the brand’s IP.

What financial impact does Vince Holding Corp. (VNCE) expect from the OVO acquisition?

VNCE states the OVO transaction is expected to be earnings neutral in fiscal 2026, net of transaction fees, and accretive to VNCE EPS in fiscal 2027, driven by revenue growth and cost synergies across the combined platform.

What license rights does VNCE have for OVO products?

Under a long-term License Agreement, VNCE has a license to use OVO’s IP to design, manufacture, market and sell OVO apparel and related products worldwide, including retail, e-commerce and wholesale channels, in exchange for royalties based on net sales.

What did VNCE say about its second quarter fiscal 2026 outlook?

VNCE expects to report Q2 fiscal 2026 results at the high end of its prior guidance ranges, excluding any benefit from tariff refunds, with final results to be reported by September 15, 2026.

How was VNCE’s credit agreement changed to support the OVO deal?

A Vince subsidiary entered a Third Amendment to its ABL Credit Agreement to permit the OVO-related transactions and to designate BN Opco, LLC and its subsidiaries, including the OVO companies, as unrestricted subsidiaries, along with related covenant modifications.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
0001579157false00015791572026-08-272026-08-27

 

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): August 27, 2026

 

 

Vince Holding Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-36212

75-3264870

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

500 5th Avenue

20th Floor

 

New York, New York

 

10110

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 323 421-5980

 

 

(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:

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, $0.01 par value per share

 

VNCE

 

The Nasdaq Stock Market LLC

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.

Asset and Equity Purchase Agreement

 

On August 24, 2026, OWL Opco, LLC, a Delaware limited liability company (“Equity Buyer”) and wholly owned indirect subsidiary of Vince Holding Corp., a Delaware corporation (the “Company”), entered into an Asset and Equity Purchase Agreement (the “Purchase Agreement”), by and among Equity Buyer, Aubrey Drake Graham (“Drake”), ABG-OVO, LLC, a newly formed Delaware limited liability company (“ABG OVO” or “IP Buyer”) and an indirect subsidiary of Authentic Brands Group LLC, a Delaware limited liability company (“Authentic”), Authentic, October’s Very Own IP Holdings, an Ontario general partnership (the “IP Seller”), October’s Very Own ULC, a British Columbia unlimited liability company (the “Equity Seller,” together with IP Seller, the “Sellers,”), October’s Very Own Merchandising Inc., an Ontario corporation (the “Canadian OVO Company”), October’s Very Own Merchandising US Inc., a Delaware corporation (the “US OVO Company”), and October’s Very Own Merchandising Ltd., a company organized under the laws of England and Wales (the “UK OVO Company” and, collectively with the Canadian OVO Company and the US OVO Company, the “OVO Companies”).

 

The Purchase Agreement provides for the following series of transactions (i) the IP Buyer will purchase from the IP Seller, and the IP Seller will sell to the IP Buyer, the intellectual property assets of the IP Seller (the “Asset Purchase Transaction”) (ii) the Equity Seller will subscribe for, and the Canadian OVO Company will issue to the Equity Seller, certain shares of the Canadian OVO Company (such subscription and issuance, the “Subscription Transaction”), (iii) the Sellers will cause the repayment and satisfaction in full of the OVO Debt (as defined in the Purchase Agreement), including, but not limited to, the automatic and unconditional release, termination and discharge in full of all liens (other than permitted liens) related thereto (such transactions, collectively, the “Repayment of Debt”) and (iv) the Equity Buyer will purchase from the Equity Seller, and the Equity Seller will sell to the Equity Buyer, all of the issued and outstanding equity of the OVO Companies (including, for the avoidance of doubt, the shares issued in the Subscription Transaction) (the “Equity Purchase Transaction”), such that the Equity Buyer will acquire the OVO Companies free of the OVO Debt. The Asset Purchase Transaction, Subscription Transaction and the Repayment of Debt are effected among the IP Buyer, Sellers and/or the OVO Companies prior to the Equity Purchase Transaction, and neither the Company nor any of its subsidiaries will subscribe for any equity of the OVO Companies or fund the Repayment of Debt. The Purchase Agreement, including the Asset Purchase Transaction, the Subscription Transaction, the Repayment of Debt, and the Equity Purchase Transaction, closed on August 24, 2026.

 

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K. Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

 

License Agreement

 

On August 24, 2026, ABG OVO and Equity Buyer (for purposes of this agreement and as also referenced in this Current Report on Form 8-K, "Licensee"), an affiliate of the Company, entered into a License Agreement (the “License Agreement”).

 

The License Agreement provides Licensee with a license to use the Licensed Property (as defined in the License Agreement) in the Territory, which is defined as the United States and Canada (the “Core Territory”), together with the rest of the world outside the Core Territory, excluding Cuba, Iran, Burma (Myanmar), Sudan, North Korea, Russia, and Syria (the “Option Territory”), which Option Territory may be changed unilaterally by ABG OVO at any time after the effective date of the License Agreement, provided that Licensee shall have a right of first offer to retain as part of its Core Territory certain European countries defined in the License Agreement as the Europe ROFO Territory. Licensee may use the Licensed Property to design, manufacture, promote, market, distribute, and sell ready-to-wear Sportswear Products, Outerwear Products, and Golf Apparel Products (each as defined in the License Agreement and collectively, the “Core Products”) and Hosiery Products, Hydration Bottle Products, Headwear Products, and Accessories (each as defined in the License Agreement and collectively, the “Option Products,” together with the Core Products, the “Licensed Products”), which Option Products may be changed unilaterally by ABG OVO at any time after the effective date of the License Agreement.

 

Subject to ABG OVO’s rights to unilaterally change the Option Territory and Option Products, ABG OVO shall not undertake, or authorize a third party to undertake, among other things, (i) the distribution and sale of Products bearing the Licensed Property to be sold in the Territory; (ii) the operation of Licensed Property-branded retail locations located in the Territory; (iii) the operation of the website www.octobersveryown.comin the Territory; or (iv) the operation of any e-commerce website, including any mobile variations thereof, that is in each case branded with the Licensed Property for the sale of Products into the Territory.

 

The initial term of the License Agreement begins on the date on which the Closing actually occurs (the “Closing Date”) and ends at the end of Licensee’s 2036 fiscal year, unless sooner terminated pursuant to the terms of the License Agreement (the “Initial Term”). Licensee has the option to renew the License Agreement on the terms set forth in the License Agreement for three consecutive periods of seven years each, unless the License Agreement is sooner terminated pursuant to its terms or Licensee is in material breach of the License Agreement and such breach has not been cured within the specified cure period (each such period, a “Renewal Term” and collectively with the Initial Term, the “Term”). Licensee may elect not to renew the term for a renewal term. Licensee may terminate


the License Agreement if ABG OVO materially breaches any of its express representations or express warranties therein, and such breach has not been cured within the specified cure period. ABG OVO may terminate the License Agreement in the event Licensee materially breaches the License Agreement and such breach has not been cured within the specified cure period. In addition, ABG OVO may terminate the License Agreement in the event of: (i) Licensee’s failure to make any payment required under the License Agreement if such failure is not cured within the specified cure period; (ii) Licensee’s failure to comply with the same provision of the License Agreement after recurrence and if such failure is not cured within the specified cure period; (iii) Licensee’s failure to operate and/or maintain the minimum number of retail store locations specified in the License Agreement for the applicable contract year; (iv) Licensee’s failure to procure or maintain insurance required under the License Agreement; (v) Licensee’s gross negligence or wanton misconduct if such actions are not cured within the specified cure period; (vi) the cessation of Licensee’s operations; (vii) Licensee makes an assignment for the benefit of creditors or files for bankruptcy, insolvency or similar laws, if such filing is not dismissed or stayed within the specified period; or (viii) Licensee’s failure to achieve Minimum Net Sales in the applicable Contract Years (in each case as defined in the License Agreement). Licensee will pay ABG OVO a royalty on net sales of Licensed Products and will commit to an annual guaranteed minimum royalty that increases over the initial term and annual minimum net sales as specified in the License Agreement, in each case, during the initial term of the License Agreement. The annual guaranteed minimum royalty and annual minimum net sales for each subsequent renewal term will be the greater of (i) a percentage as set forth in the License Agreement of the guaranteed minimum royalty or the minimum net sales (as applicable) of the final year of the immediately preceding contract period, and (ii) a percentage of the average of actual earned Royalties (as defined in the License Agreement, with respect to the guaranteed minimum royalty) or actual Net Sales (as defined in the License Agreement, with respect to the annual minimum net sales) during certain years as set forth in the License Agreement of the preceding initial term or renewal term (as applicable). Licensee will pay royalties comprised of a single digit percentage of net sales arising from retail and e-commerce sales of Licensed Products, and a percentage of net sales ten percent (10%) or lower arising from wholesale sales of such Licensed Products.

The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the License Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K.

 

Units Assignment Agreement

 

On August 24, 2026, Equity Buyer (for purposes of this agreement and as also referenced in this Current Report on Form 8-K, "Assignee") entered into an Assignment of Units by and among Assignee, October’s Very Own ULC (“Assignor”) and ABG Intermediate Holdings 2, LLC (the “Managing Member”) (the “Units Assignment Agreement”).

 

The Units Assignment Agreement provides that Assignee will acquire from Assignor certain Class A Units representing a 5% Percentage Interest in ABG OVO (the “Assigned Units”) (such acquisition, the “Units Purchase Transaction”) for a total purchase price of $6,000,000. Following the consummation of the transactions and agreements contemplated by the Units Assignment Agreement, Assignee will become a minority member of ABG OVO under ABG OVO’s amended and restated limited liability company agreement (the “ABG-OVO LLCA”). Under the ABG-OVO LLCA, Assignee will have certain minority protections typical for an investment of this type.

 

The foregoing description of the Units Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the Units Assignment Agreement, filed as Exhibit 10.4 to this Current Report on Form 8-K. The foregoing description of the ABG-OVO LLCA is a summary of certain provisions thereof and does not purport to be complete.

 

Third Amendment to Credit Agreement

On August 24, 2026, V Opco, LLC (f/k/a Vince, LLC), a Delaware limited liability company (the “Borrower”), a wholly owned indirect subsidiary of the Company, entered into that certain Third Amendment to Credit Agreement (the “Third Amendment”) to that certain Credit Agreement (the “ABL Credit Agreement,” the ABL Credit Agreement as amended by that certain First Amendment to Credit Agreement, dated as of January 22, 2025, that certain Second Amendment to Credit Agreement, dated as of March 18, 2026 and the Third Amendment, the “Amended ABL Credit Agreement,” and the credit facility pursuant to the Amended ABL Credit Agreement, the “ABL Credit Facility”), dated as of June 23, 2023, by and among the Borrower, the guarantors named therein, Bank of America, N.A. (“BofA”), as Agent, the other lenders from time to time party thereto, and BofA Securities, Inc., as sole lead arranger and sole bookrunner. The ABL Credit Agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2023, and is incorporated herein by reference. Capitalized terms not otherwise defined in this paragraph shall have the meanings ascribed to them in the Amended ABL Credit Agreement. The Third Amendment makes certain modifications to, among other things, (i) permit the consummation of the transactions contemplated by the Purchase Agreement, (ii) designate BN Opco, LLC and its subsidiaries (including the OVO Companies) as unrestricted subsidiaries under the ABL Credit Facility, and (iii) make certain related modifications to provisions governing unrestricted subsidiaries and related covenants.

 

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, filed as Exhibit 10.3 to this Current Report on Form 8-K.

 


Item 7.01 Regulation FD Disclosure.

On August 27, 2026, the Company issued a press release regarding the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Company intends to use the investor presentation furnished as Exhibit 99.2 to this Current Report on Form 8-K, in whole or in part, in one or more meetings with existing and/or potential investors.

The information in this Item 7.01, including Exhibits 99.1 and 99.2 hereto, which the registrant furnished in this report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description of Exhibit

10.1

 

Asset and Equity Purchase Agreement, dated as of August 24, 2026, by and among Equity Buyer, Drake, ABG OVO, Authentic, IP Seller, Equity Seller, and the OVO Companies.

10.2

 

License Agreement, dated as of August 24, 2026, by and between ABG OVO and OWL Opco, LLC.*

10.3

 

Third Amendment to Credit Agreement, dated as of August 24, 2026, by and among V Opco, LLC, the other Loan Parties, the lenders party thereto, the L/C issuers party thereto, and Bank of America, N.A., as administrative agent and collateral agent.

10.4

 

Units Assignment Agreement, dated as of August 24, 2026, by and among OWL Opco, LLC, October’s Very Own ULC and ABG Intermediate Holdings 2, LLC.

99.1

 

Press Release of the Company, dated August 27, 2026.

99.2

 

Investor Presentation, dated August 27, 2026.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K and Instruction 6 to Item 1.01 of Form 8-K because they are both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.



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.

 

 

 

VINCE HOLDING CORP.

 

 

 

 

Date:

August 27, 2026

By:

/s/ Brendan Hoffman

 

 

Name:

Title:

Brendan Hoffman
Chief Executive Officer

 


Exhibit 99.1

 

Vince Holding Corp. Acquires OVO to Create Multi-Brand Platform

 

VNCE Will Own OVO’s Operating Business and a 5% Stake in OVO's Intellectual Property Alongside Authentic Brands Group and OVO Co-Founder Aubrey "Drake" Graham

 

Transaction Expected to be Accretive to VNCE in Fiscal 2027

 

VNCE Expects to Deliver Second Quarter Fiscal 2026 Results At the High End of Guidance

 

NEW YORK – August 27, 2026 – Vince Holding Corp. (Nasdaq: VNCE) (“VNCE” or the “Company”), a global retail platform today announced it has completed the acquisition of the operating business of October's Very Own ("OVO"), a globally recognized lifestyle brand. VNCE now will own and operate OVO's business as OVO’s core apparel and retail licensee, marking the first expansion of its multi-brand platform strategy beyond Vince, and will build on OVO's existing operations using its scale and infrastructure to support the brand's next phase of growth.

 

This transaction also further deepens VNCE’s partnership with Authentic Brands Group ("Authentic"), a global entertainment platform, who has acquired a majority stake in OVO’s intellectual property (“OVO IP”). A portion of the proceeds from the sale of OVO IP will be used to strengthen OVO’s balance sheet and support VNCE's growth strategy for the business. This transaction combines Authentic’s brand management expertise with VNCE's proven capabilities in merchandising and operating ready-to-wear brands, creating a new revenue stream for VNCE. As part of this expanded partnership, VNCE will own 5% of the OVO IP and has entered into a long-term license agreement for use of the OVO IP.

 

This transaction advances VNCE’s strategy to diversify its revenue and earnings by leveraging its platform and operating expertise. This transaction is expected to:

 

Provide VNCE access to the fast growing global streetwear market.
Fuel OVO's U.S. growth by:
o
Store and e-commerce expansion by leveraging VNCE's scale and infrastructure.
o
Launch OVO’s wholesale business through VNCE’s established wholesale relationships with key national department store partners.
Optimize OVO’s operations while design and creative functions for each brand remain separate.
Give VNCE the Canadian-based infrastructure to open Vince stores and expand e-commerce and wholesale.

 

Founded by Aubrey “Drake” Graham, Oliver El-Khatib, and Noah “40” Shebib, OVO has established itself as one of the most recognized brands in contemporary streetwear. Known for its distinctive owl logo and black-and-gold aesthetic, the brand has built its reputation on collaboration-led product drops and a close connection to its customer base. OVO currently operates 12 stores across Canada, the United States, and the United Kingdom, in addition to its e-commerce platform.

 

"We are thrilled to welcome OVO into our portfolio and to partner with Drake and Authentic in building on the brand's strong foundation to support its next phase of growth," said Brendan Hoffman, Chief Executive Officer of VNCE. “This transaction also deepens our relationship with Authentic Brands Group, a partner supporting our multi-brand platform strategy to broaden our portfolio of brands, business models, and distribution channels, and drive long-term value for all stakeholders. We are committed to preserving the authenticity and meaningful customer relationships that have driven OVO's success to date."

 

“We are proud to welcome OVO to Authentic and to expand our partnership with VNCE, whose operating expertise makes them an ideal partner to grow the business,” said Jamie Salter, Founder and Executive Chairman of Authentic. “Together, we see significant opportunity to introduce OVO into new categories, channels, and markets while staying true to the creative vision and community that have made the brand so special. The success we’ve had partnering with VNCE gives us great confidence in their stewardship of OVO’s business and we look forward to exploring future opportunities to utilize the VNCE platform.”


 

 

“We’re just a couple kids from Toronto who started something we believed in, here we are 20 years later, same kids with bigger dreams. Authentic and VNCE are the perfect partners to help us continue to grow,” said Drake.

 

Transaction Details

 

Under the terms of the transaction, Authentic formed a new subsidiary which holds OVO’s IP, under which Authentic owns 51%, Drake owns 44%, and VNCE owns the remaining 5%. A portion of the proceeds from the sale of OVO’s IP was used to strengthen the balance sheet of OVO's operating business, which VNCE then acquired. VNCE remains well-capitalized, with a strong balance sheet that supports both this transaction and its continued growth in the Vince business.

 

VNCE and Authentic have entered into a license agreement granting VNCE the exclusive right to use OVO's IP to manufacture and sell licensed apparel worldwide, in exchange for payment of a royalty fee to Authentic.

 

VNCE’s acquisition includes all of OVO's existing operating companies, assets and liabilities, including its retail stores, e-commerce platform, and wholesale relationships across Canada, the United States, and the United Kingdom. VNCE will retain OVO's existing team and continue to operate the business from its Toronto headquarters as it builds out the brand's next phase of growth.

 

Vince and OVO will maintain separate brand operations and creative teams, with VNCE serving its contemporary customer and OVO continuing to serve its streetwear audience.

 

Second Quarter Fiscal 2026 Outlook

 

Based on continued momentum in the business, VNCE expects to deliver Q2 fiscal 2026 results at the high-end of its prior guidance ranges, excluding any benefit from tariff refunds.

 

These amounts are based on currently available information and are subject to change, including potential adjustments related to customary financial closing procedures and period-end accruals for the fiscal quarter ending August 1, 2026.

 

The Company plans to share more on its results when its report its second quarter fiscal 2026 results by September 15, 2026.

 

 

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

 

This document, and any statements incorporated by reference herein, contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include the statements under “Transaction Details” and “Second Quarter Fiscal 2026 Outlook” above as well as statements regarding, among other things, our current expectations about possible or assumed future results of operations of the Company and are indicated by words or phrases such as "may," "will," "should," "believe," "expect," "seek," "anticipate," "intend," "estimate," "plan," "target," "project," "forecast," "envision" and other similar phrases. Although we believe the assumptions and expectations reflected in these forward-looking statements are reasonable, these assumptions and expectations may not prove to be correct and we may not achieve the results or benefits anticipated. These forward-looking statements are not guarantees of actual results, and our actual results may differ materially from those suggested in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond our control, including, without limitation: the expected effects of the acquisition of OVO’s existing operations, assets and liabilities (the “OVO Acquisition”) on the Company; our ability to integrate OVO with the Company, changes to and unpredictability in the trade policies and tariffs imposed by the U.S. and the governments of other nations; general economic conditions; our ability to maintain adequate cash flow from operations or availability under our revolving credit facility to meet our liquidity needs; restrictions on our operations under our credit facilities; our ability to improve our profitability; our ability to maintain our larger wholesale partners; our ability to accurately forecast customer demand for our products; our ability to


 

maintain the license agreement relating to the Vince brand with ABG Vince; ABG Vince's expansion of the Vince brand into other categories and territories; ABG Vince's approval rights and other actions; our ability to realize the benefits of our strategic initiatives; our ability to make lease payments when due; our ability to open retail stores under favorable lease terms and operate and maintain new and existing retail stores successfully; our operating experience and brand recognition in international markets; our ability to remediate the identified material weakness in our internal control over financial reporting; our ability to comply with domestic and international laws, regulations and orders; increased scrutiny regarding our approach to sustainability matters and environmental, social and governance practices; competition in the apparel and fashion industry; our ability to attract and retain key personnel; seasonal and quarterly variations in our revenue and income; the protection and enforcement of intellectual property rights relating to the Vince brand; the extent of our foreign sourcing; our reliance on independent manufacturers; our ability to ensure the proper operation of the distribution facilities by third-party logistics providers; fluctuations in the price, availability and quality of raw materials; the ethical business and compliance practices of our independent manufacturers; our ability to mitigate system or data security issues, such as cyber or malware attacks, as well as other major system failures; our ability to adopt, optimize and improve our information technology systems, processes and functions; our ability to comply with privacy-related obligations; our status as a "controlled company"; our status as a "smaller reporting company"; and other factors as set forth from time to time in our Securities and Exchange Commission filings, including those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We intend these forward-looking statements to speak only as of the time of this release and do not undertake or revise them as more information becomes available, except as required by law.

 

About Vince Holding Corp.

 

Vince Holding Corp. is a global retail platform that operates the Vince brand women’s and men’s ready-to-wear business. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for everyday effortless style. Vince Holding Corp. operates 42 full-price retail stores, 12 outlet stores, and its e-commerce site, as well as through premium wholesale channels globally. Please visit www.vince.com for more information.

 

About October’s Very Own

 

October’s Very Own (OVO) is a Canadian lifestyle brand led by CEO Drex Jancar and founded by Aubrey “Drake” Graham, Oliver El-Khatib, and Noah “40” Shebib. OVO offers premium apparel and accessories and is known for its distinctive owl logo and black-and-gold aesthetic. The brand has grown into a globally recognized enterprise with 12 flagship stores and a worldwide e-commerce presence.

 

About Authentic Brands Group

 

Authentic Brands Group (Authentic) is a global brand and entertainment platform that owns and invests in iconic intellectual property and cultural assets. It accelerates brands through a set of specialized businesses that combine powerful storytelling, premium content, unforgettable live experiences and global commerce. Through a network of more than 1,700 best-in-class licensees and strategic partners across 150 countries and expansive distribution, Authentic’s brands drive more than $38 billion in annual systemwide retail sales worldwide.

Authentic’s diversified portfolio spans more than 50 brands and reaches nearly one billion social media followers. Its roster includes Reebok, Champion, Shaquille O’Neal, David Beckham, Kevin Hart, Sports Illustrated, Elvis Presley, Muhammad Ali, Marilyn Monroe, GUESS, Care Bears, Aéropostale, Nautica, Eddie Bauer, Lucky Brand, Nine West, Brooks Brothers, Juicy Couture, Vince Camuto, Izod, Van Heusen, Dockers, Ted Baker, Hart Schaffner Marx, Vince, OVO, Barneys New York, Judith Leiber, Quiksilver, Spyder, Billabong, Volcom, Roxy, RVCA, DC Shoes, Prince, Sperry and Hunter.

For more information, visit corporate.authentic.com. Follow Authentic on LinkedIn, Instagram and WeChat.

 


 

Contact

 

Vince Holding Corp.

Lividini & Co.
Jaqui Lividini
jaqui@lividini.com

 

ICR, Inc.

Caitlin Churchill / Devin Broda

Caitlin.Churchill@icrinc.com / Devin.Broda@icrinc.com

 

October’s Very Own

Melissa Nathan, The Agency

melissa@tagpr.com

 

Authentic Brands Group

Haley Steinberg

hsteinberg@authentic.com

 


Slide 1

Investor Presentation VNCE Acquires OVO AUGUST 2026 · ALL FIGURES IN USD Building a Multi-Brand Retail Platform Vince Holding Corp. (Nasdaq: VNCE) has completed the acquisition of October's Very Own (OVO), deepening its partnership with Authentic Brands Group and OVO co-founder Aubrey “Drake” Graham. Exhibit 99.2


Slide 2

Forward Looking Statements This Presentation may contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact or relating to present facts or current conditions included in this presentation are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “target,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements are not guarantees of actual results, and our actual results may differ materially from those suggested in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond our control, including those as set forth from time to time in our Securities and Exchange Commission (the “SEC”) filings, including: the expected effects of the acquisition of OVO’s existing operations, assets and liabilities on the Company; our ability to integrate OVO with the Company, those described in our Annual Report on Form 10-K under “Item 1A – Risk Factors” filed with the SEC on April 16, 2026. Any forward-looking statement made by the Company in this Presentation speaks only as of the date on which it is made. Except as may be required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.


Slide 3

Transaction Overview VNCE acquires OVO's operating business; Authentic Brands Group takes majority ownership of OVO IP STRUCTURE VNCE acquires OVO operating assets Retail, e-comm & wholesale IP OWNERSHIP 5% VNCE 51% Authentic 44% Drake Long-term license to VNCE EARNINGS ACCRETION FY2027 Expected first year of EPS accretion; Earnings neutral in FY2026, net of transaction fees What VNCE Owns & Operates All OVO operating companies, assets & liabilities 12 retail stores across Canada, the U.S. and U.K. OVO's e-commerce platform and wholesale relationships Exclusive right to license to manufacture & sell OVO product in Canada and the U.S. as well as the U.K. OVO’s existing team to continue to operate from its Toronto headquarters 2


Slide 4

Vince Holding Corp (Nasdaq: VNCE) Brand Steward & Primary Growth Engine Core Operating Licensee Vince RTW & OVO ABG Vince (Vince Brand) Global owner of Vince Brand IP Licensing and category expansion platform Major IP Licensees: Footwear, Handbags, Small Leather Goods, Tailored Clothing ABG OVO (OVO Brand) Global owner of OVO Brand IP Licensing and category expansion platform 75% Ownership (ABG) 51% Ownership (ABG) Authentic Brands Group Two exclusive licensing partnerships let VNCE operate and grow both brands while participating in long-term IP value creation and recurring cash distributions. Royalty Payments & Distributions 25% VNCE Ownership Royalty Payments & Distributions 5% VNCE Ownership Strategic Partnership Structure


Slide 5

Transaction Rationale Each partner plays a distinct role in a value-creation model built for all stakeholders DRAKE Creative Vision Brand personification & global storytelling Direct consumer connection Ongoing brand support OVO Brand & Product Engine Sets the product roadmap Design, innovation & category expansion Balanced e-commerce and store operating model AUTHENTIC BRANDS GROUP Driving Opportunity Global platform for owning, scaling and maximizing IP ownership Celebrity-driven IP monetization Partnership & category expansion VNCE Superior Execution Operating company with strong core capabilities Premium apparel operating track record Wholesale, production & DTC excellence Investment Thesis First expansion of VNCE's multi-brand platform strategy beyond Vince Diversifies revenue base with exposure to high-growth streetwear category Creates a repeatable operating model for future brand partnerships Establishes direct Vince operations in Canada Delivers operating synergies across shared back-office infrastructure Deepens VNCE's strategic relationship with Authentic Brands Group 3


Slide 6

Key Takeaways A capital-efficient step toward a diversified, multi-brand retail platform 1 Multi-Brand Platform First expansion beyond Vince, establishing a repeatable operating model for future brand partnerships. 2 Disciplined Capital Structure Following IP transaction, VNCE acquired OVO's operating business with a strengthened balance sheet; Authentic Brands Group took majority ownership of OVO IP with Drake maintaining significant stake and VNCE owning minority interest 3 Clear Path to Accretion Transaction expected to be earnings neutral to VNCE in fiscal 2026, net of transaction fees, and accretive to VNCE EPS in fiscal 2027 through growth and cost synergies. 4 Multiple Growth Vectors Wholesale ramp, store expansion, margin expansion, and establishing a direct Vince Canada business. 5 Q2 Guidance Update VNCE expects Q2 fiscal 2026 results to be at the high-end of its outlook provided on June 16, 2026 which excludes any benefit from tariff refunds. 5

Filing Exhibits & Attachments

7 documents