Consumer discretionary · Home Furnishings Retail · NYSE
WSMWilliams-Sonoma, Inc.
The 10-K against last year's
172 changes: 24 added, 33 removed, 109 reworded, 6 quiet changes
10-K 0000719955-26-000059 (2026-03-26) vs 10-K 0001628280-25-015037 (2025-03-27) Not compared: Accounting Policies.
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 190 words changed in this paragraph; it is 70% similar to last year's version.
Source: Item 1A, 10-K 0000719955-26-000059 vs Item 1A, 10-K 0001628280-25-015037
MD&A 134 words changed in this paragraph; it is 36% similar to last year's version.
In fiscal 2024, 2025, diluted earnings per share was $8.84 versus $8.79 in fiscal 2024 (which included the benefit of an out-of-period freight adjustment in the first quarter of fiscal 2024 of $0.29) versus $7.28 (which included (i) an impact of $0.10 related to exit costs associated with $0.29). Despite a challenging macroeconomic environment, including continued unpredictability around geopolitics and tariffs, we delivered record diluted earnings per share. Our performance was driven by the closure execution of our West Coast manufacturing facility three key priorities for 2025: returning to growth, elevating our world-class customer service and driving earnings. These results also demonstrate the effectiveness of our tariff mitigation efforts, our ability to quickly adjust as the tariff landscape evolved, and the exiting of Aperture, a division strength and durability of our Outward subsidiary, and (ii) an impact of $0.05 related to reduction-in-force initiatives, primarily operating model in our corporate functions) driving profitable market share gains. Our profitability in fiscal 2023. 2025 reflected disciplined execution across the company, as we maintained our focus on cost control.
Source: Item 7, 10-K 0000719955-26-000059 vs Item 7, 10-K 0001628280-25-015037
Legal Proceedings 11 words changed in this paragraph; it is 97% similar to last year's version.
We are involved in lawsuits, claims and proceedings incident to the ordinary course of our business. These disputes, which are not currently material, are increasing in number as our business expands and our company grows. We review the need for any loss contingency reserves and establish reserves when, in the opinion of management, it is probable that a matter would result in liability, and the amount can be reasonably estimated. In view of the inherent difficulty of predicting the outcome of these matters, it may not be possible to determine whether any loss is probable or to reasonably estimate the amount of the loss until the case is close to resolution, in which case no reserve is established until that time. Any Claims which we pursue to protect our business as well as any claims against us, whether meritorious or not, could result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources. The results of these lawsuits, claims and proceedings cannot be predicted with certainty. However, we believe that the ultimate resolution of these current matters will not have a material adverse effect on our Consolidated Financial Statements taken as a whole.
Source: Item 3, 10-K 0000719955-26-000059 vs Item 3, 10-K 0001628280-25-015037
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of WSM's Risk Factors and MD&A, 10-K 2026-03-26 against 10-K 2025-03-27. Each links to the text at sec.gov.
AddedRisk Factors
•Our industry is highly competitive and we face increased competition based on a number of factors that could negatively impact our sales.
AddedRisk Factors
•We face disruption risks related to the outsourcing of certain aspects of our business to third parties, as well as challenges related to the insourcing of certain business functions.
AddedRisk Factors
A critical component of managing inventory levels is predictability of transit times from our global suppliers to our distribution centers. Factors such as labor disputes, union organizing activity, geopolitical instability, changing tariff and trade regulations, acts of terrorism, war, outbreaks of disease, adverse weather, natural disasters, and climate
AddedRisk Factors
Our industry is highly competitive and we face increased competition based on a number of factors that could negatively impact our sales.
AddedRisk Factors
Advances in generative AI technology may reduce barriers to competition, as well as accelerate anti-competitive behavior, which existing laws may not adequately address. Generative AI may also enable the infringement of our intellectual property rights to proliferate, which may materially increase our legal costs. If we rely on generative AI to create key work product, it could also limit the degree to which we can assert intellectual property rights in such work product.
AddedRisk Factors
We face disruption risks related to the outsourcing of certain aspects of our business to third parties, as well as challenges related to the insourcing of certain business functions.
AddedRisk Factors
In the event we need to hire additional personnel, including associates during our peak selling season, we may experience difficulties in attracting and successfully hiring individuals with the appropriate skill sets due to the high level of competition for talent in our industry. Further, if we fail to offer competitive wages or benefits, or to manage our workforce effectively, our ability to attract or retain appropriate talent could be negatively impacted.
AddedRisk Factors
For more information about our cybersecurity risk management, governance and oversight, see “Item 1C: Cybersecurity.”
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AddedRisk Factors
For more information about our cybersecurity risk management, governance and oversight, see “Item 1C: Cybersecurity.”
AddedRisk Factors
Our performance depends, in part, on our ability to purchase our raw materials and merchandise in sufficient quantities at competitive prices. We source from numerous foreign and domestic manufacturers and importers. We generally have no contractual assurances of continued supply, pricing or access to new products, and any supplier
AddedRisk Factors
•increased tax and financial accounting and reporting requirements and complexities;
AddedRisk Factors
The landscape of local, federal and international income tax laws, treaties, regulations and guidance continues to evolve. For example, in the U.S., the One Big Beautiful Bill Act (“OBBB”) was signed into law on July 4, 2025. The OBBB includes a broad range of tax reform provisions, including permanently extending and modifying certain
AddedMD&A
The evolving tariff landscape during fiscal 2025 had an impact on our business. While our tariff mitigation efforts reduced the overall effect, tariffs impacted our Consolidated Statement of Earnings in fiscal 2025, due to the flow-through of higher tariffs into cost of goods sold.
AddedMD&A
In fiscal 2025, diluted earnings per share was $8.84 versus $8.79 in fiscal 2024 (which included the benefit of an out-of-period freight adjustment in the first quarter of fiscal 2024 of $0.29). Despite a challenging macroeconomic environment, including continued unpredictability around geopolitics and tariffs, we delivered record diluted earnings per share. Our performance was driven by the execution of our three key priorities for 2025: returning to growth, elevating our world-class customer service and driving earnings. These results also demonstrate the effectiveness of our tariff mitigation efforts, our ability to quickly adjust as the tariff landscape evolved, and the strength and durability of our operating model in driving profitable market share gains. Our profitability in fiscal 2025 reflected disciplined execution across the company, as we maintained our focus on cost control.
AddedMD&A
On February 20, 2026, the U.S. Supreme Court held in Learning Resources, Inc. v. Trump that the International Emergency Economic Powers Act (“IEEPA”) does not authorize a U.S. President to impose tariffs during peacetime national emergencies and that the challenge to the legality of the tariffs imposed under IEEPA was within the exclusive jurisdiction of the U.S. Court of International Trade (“CIT”), thus affirming the prior decision of the CIT in V.O.S. Selections, Inc. v. United States. As a result, on February 20, 2026, the U.S. President issued an executive order stating that the related tariffs were no longer in effect and ending the collection of these tariffs. However, the U.S. President then issued an additional executive order imposing tariffs pursuant to Section 122 of the Trade Act of 1974 for 150 days, effective on February 24, 2026. The Supreme Court's ruling did not address whether importers who paid IEEPA tariffs are entitled to refunds, and that issue remains subject to further litigation before the CIT. We cannot predict whether or when any refunds will be available, or whether the administration will contest refund claims. We are currently assessing the impact of these actions on our operations and Consolidated Financial Statements, including our ability to recover certain tariffs paid.
AddedMD&A
We expect growth in 2026 to be driven across our portfolio of brands. This strategy includes a focus on Pottery Barn's brand comp, the continued momentum in Williams Sonoma, West Elm and our Pottery Barn Kids and Teen brands, contributions from our emerging brands, and expansion of business‑to‑business. Product innovation and increased levels of newness, including new furniture collections and finishes, are expected to support growth. Additionally, expansion in baby, dorm and West Elm Office and increased penetration of branded and exclusive assortments are key growth strategies. We will continue to create brand heat through collaborations, social and influencer partnerships and enhanced storytelling, while improving the channel experience across both e‑commerce and retail through investments in discovery, personalization, design services, take‑it‑home‑today offerings and selective store investments.
AddedMD&A
Our goal is to deliver the perfect order, on time and damage free, every time. Our priorities include continuing to reduce out‑of‑market and multiple shipments, returns, damages and replacements, and customer accommodations. We plan to continue to optimize and automate our distribution centers and logistics network, supported by expanded use of artificial intelligence (“AI”) and advanced analytics, which we expect to improve inventory visibility, in‑stock levels and service times while driving efficiencies across our supply chain and customer care operations.
AddedMD&A
Our focus on operational efficiency and service improvements is expected to continue to support profitability in 2026. We plan to emphasize full‑price selling, focus on product margin through disciplined markdown management,
AddedMD&A
and drive sourcing efficiencies through vendor negotiations, re‑sourcing initiatives and organizational productivity improvements. We will remain disciplined in managing selling, general and administrative expenses (“SG&A”), including employment and other variable costs, and expect continued AI‑enabled efficiencies across engineering, customer care and creative functions to drive earnings.
AddedMD&A
Comparable brand revenue growth (decline) Fiscal 2025 1 Fiscal 2024 1 Pottery Barn 0.4% (6.2)% West Elm 2.9 (2.0) Williams Sonoma 2 6.9 2.4 Pottery Barn Kids and Teen 4.4 3.0 Total 3 3.5% (1.6)%