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WSMWilliams-Sonoma, Inc.

Consumer discretionary · Home Furnishings Retail · NYSE

Williams-Sonoma, Inc., (the “Company”, “we”, or “us”) incorporated in 1973, is an omni-channel specialty retailer of high-quality products for the home. 10-K, Item 1

WSM quote by TradingView
Employees
19,800
Headquarters
San Francisco, CA
CEO
Laura Alber
Next results
around Nov 18, 2026
Compare with peers → Embed

10-K 0000719955-26-000059 (2026-03-26) vs 10-K 0001628280-25-015037 (2025-03-27)

SectionCompared textWords nowChanged
Risk FactorsItem 1A14,285 22.3%
MD&AItem 74,949 32.5%
Legal ProceedingsItem 3200 2.8%
Accounting PoliciesItem 8 (note not found)0 not compared

The redline: what was cut and what was added

In each section, the paragraph that changed most, 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.
systems or processes or those of our suppliers. Similar to many other retail companies and because of the prominence of our brand, we have in the past experienced, and we expect to continue to experience, cyber attacks, including phishing, and other attempts to breach or gain unauthorized access to our system and databases. To date, these attacks have not had a material impact on our operations, but we cannot provide assurance that they will not have an impact in the future. The techniques used to obtain unauthorized access to systems change frequently and are often not often recognized until after they have been launched. In addition, the recent surge of AI technology creates an additional level of security, privacy We and legal risk to the Company. We our third-party providers have implemented a variety of security measures designed to minimize or prevent these attacks, but they vary in maturity and may not be sufficient to fully address the dynamic and evolving nature of cyber-criminal activity. Any person who circumvents our security measures measures, or those of our third-party providers, could destroy destroy, steal or steal valuable information or deploy ransomware to encrypt data in order to disrupt our operations. operations and/or extort a ransom. In addition, the recent surge of AI technology, including generative AI used to deploy more sophisticated attacks, creates an additional level of security, privacy and legal risk. Any security breach or vulnerability that is discovered could cause consumers to lose confidence in the security of our information systems, including our e-commerce websites or stores, and choose not to purchase from us. Any security breach could also expose us to risks of data loss, litigation, regulatory investigations and other significant liabilities. Such a A breach could also seriously disrupt, slow or hinder our operations and harm our reputation and customer relationships, any of which could harm our business. If we or our third-party providers are the target of a cyber attack, we may also be required to undertake costly notification procedures and publicly disclose details of the attack via a current report on Form 8-K filed with the SEC. procedures. If we fail to implement appropriate safeguards, detect and provide prompt notice of unauthorized access as required by some data privacy laws, laws and the SEC, or otherwise comply with these laws, we could be subject to potential fines, claims for damages and other remedies, which could be significantly in excess of our insurance coverage and could harm our business.

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 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.

All 172 Added 24Removed 33Reworded 109Quiet changes 6

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

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.

Read it in 10-K 2026-03-26 at sec.gov ↗

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

Read it in 10-K 2026-03-26 at sec.gov ↗

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.

Read it in 10-K 2026-03-26 at sec.gov ↗

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.

Read it in 10-K 2026-03-26 at sec.gov ↗

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.

Read it in 10-K 2026-03-26 at sec.gov ↗

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

Read it in 10-K 2026-03-26 at sec.gov ↗

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

Read it in 10-K 2026-03-26 at sec.gov ↗

RemovedRisk Factors
•We outsource certain aspects of our business to third-party suppliers and are in the process of insourcing certain business functions from third-party suppliers.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedRisk Factors
We use digital advertising to drive sales and traffic to our e-commerce sites. Competition and available inventory affect the price we pay when we buy ads and these dynamic costs could impact the efficiency of our spend. Additionally, we have historically experienced fluctuations in our customers’ response to our marketing. Customer

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedRisk Factors
our operating results. Our typical methods of managing these risks and uncertainties may not be sufficient, and as a result, our business and operating results could be negatively impacted.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedRisk Factors
We outsource certain aspects of our business to third-party suppliers and are in the process of insourcing certain business functions from third-party suppliers.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedRisk Factors
seriously injured or unable to work, or fails to perform and we are unable to find a qualified replacement either internally or externally, we may be unable to execute our business strategy. We may not be successful in recruiting, retaining and motivating skilled personnel domestically or globally who have the requisite experience to achieve our business goals, and failure to do so may harm our business. Further, in the event we need to hire additional personnel, we may experience difficulties in attracting and successfully hiring such individuals due to competition for highly skilled personnel, increasing wages throughout the U.S., as well as the significantly higher cost of living expenses in our markets. Additionally, we may experience reputational harm should current or former associates post negative comments about us online or on social media sites, which may impact our ability to recruit or retain talent.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedRisk Factors
In terms of cybersecurity, pursuant to the SEC’s Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure we are required to make certain disclosures related to material cybersecurity incidents and the reasonably likely impact of such an incident on Form 8-K and are required to make certain other cybersecurity disclosures on Form 10-K. Determining whether a cybersecurity incident is notifiable or reportable may not be straightforward and any such mandatory disclosures could be costly and lead to negative publicity, loss of customer confidence in the effectiveness of our security measures, diversion of management’s attention and governmental investigations.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedRisk Factors
We, and our foreign suppliers, are also subject to other risks and uncertainties associated with changing economic, political, social, health and environmental conditions and regulations within and outside of the U.S. These risks and

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedRisk Factors
In 2021, the Organization for Economic Co-operation and Development (“OECD”) released Global anti-Base Erosion Rules designed to be implemented into the domestic law of each jurisdiction and operate together to ensure large multinational enterprises are subject to a minimum effective tax rate of 15% on any excess profits arising in each jurisdiction where they operate. Many countries have enacted legislation to implement these minimum tax rules, referred to as Pillar Two rules. Our subsidiaries were not subject to Pillar Two minimum tax in fiscal 2024. We are currently evaluating the potential impacts that Pillar Two rules may have on future periods and will continue to monitor the implementation of the Pillar Two rules in the jurisdictions in which we operate.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedRisk Factors
To be successful, we need to manage our operating costs and continue to look for opportunities to reduce costs. We incur substantial costs to warehouse and distribute our inventory. We continue to expand our furniture delivery network including insourcing and third-party expansion of furniture delivery hubs in certain geographies and continue to regionalize our retail and e-commerce fulfillment capabilities. Significant increases in our inventory levels may result in increased warehousing and distribution costs, such as costs related to additional distribution facilities, which we may not be able to lease or purchase on acceptable terms, if at all. Such increases in inventory levels may also lead to slower delivery times to customers, as capacity constraints at distribution facilities could cause delays in locating and shipping products, and increases in costs associated with inventory that is lost, damaged or aged. Higher than expected costs, particularly if coupled with lower than expected sales, would negatively impact our business and operating results. In addition, in times of economic uncertainty, these long-term contracts may make it difficult to quickly reduce our fixed operating costs, which could negatively impact our business and operating results.

Read it in 10-K 2025-03-27 at sec.gov ↗

RewordedRisk Factors
As a result of our dependence on all of these third-party providers, we are subject to risks, including Such risks include: labor disputes, union organizing activity, fluctuations in fuel costs, costs (including recent fluctuations due to the conflict with Iran), increases in regulatory burden, changing tariff and trade regulations, adverse weather, natural disasters, climate change, the closure of such carriers’ offices or a reduction in operational hours due to an economic slowdown or the inability to sufficiently ramp up operational hours during an economic recovery or upturn, availability of adequate trucking or railway providers, the potential for railway and port worker strikes, possible acts of terrorism, war, outbreaks of disease or other factors affecting such carriers’ ability to provide delivery services to meet our shipping needs.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedRisk Factors
In addition, we are subject to certain risks that could limit our suppliers’ ability to provide us with quality merchandise on a timely basis and at prices that are commercially acceptable to us, including Our suppliers face risks related to the availability of raw materials, labor disputes, work disruptions or stoppages, union organizing activities, supplier financial liquidity, changes in tariff regimes, adverse weather, natural disasters, climate change, political unrest, war, war (including the recent conflict with Iran), acts of terrorism, outbreaks of disease, general economic and political conditions and regulations to address climate change. change that could limit our suppliers’ ability to provide us with quality merchandise on a timely basis and at prices that are commercially acceptable to us.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedRisk Factors
In addition, if If we encounter implementation or usage problems with these insourced aspects of our business, or if they do not operate as intended, problems, are unable to perform these hire or retain qualified personnel, fail to achieve anticipated efficiencies or are unable to operate insourced functions as intended or better than, or at least as well as, our than third-party providers, or fail to integrate them properly with our other systems, then our business, business and results of operations, and internal controls over financial reporting operations may be adversely affected.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedRisk Factors
If our suppliers are unable to adequately protect our data and our information is lost, our ability experience cybersecurity incidents, fail to deliver our provide services is interrupted, our suppliers’ fees are higher than expected at contractually-required service levels or our suppliers make mistakes in the execution of operations support, then our ability to deliver our services may be interrupted and our business and operating results may be negatively impacted.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedRisk Factors
Thus, we usually must order Much of our inventory is sourced from suppliers located outside of the U.S., resulting in ordering merchandise, and enter into contracts contracting for the purchase and manufacturing of such merchandise, up to twelve months and generally multiple seasons in advance of the applicable selling season and frequently before trends are known. season.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedRisk Factors
Our operating results may be harmed by unsuccessful management of our employment, occupancy and other operating costs, and the The operation and growth of our business may be harmed if we are unable to retain key associates, attract qualified personnel. personnel and manage employment-related costs.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedRisk Factors
Any person who circumvents our security measures measures, or those of our third-party providers, could destroy destroy, steal or steal valuable information or deploy ransomware to encrypt data in order to disrupt our operations. operations and/or extort a ransom.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedRisk Factors
Our suppliers might not adhere to our quality control standards, standards and we might not test protocols or fail to follow appliable laws and regulations related to their products, which could result in failure to identify the a deficiency before merchandise product ships to our stores or customers.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedRisk Factors
Our suppliers’ A supplier’s violation of labor, environmental or other laws or regulations or failure to manufacture or import quality merchandise product in a timely and effective manner could damage our reputation and brands, and could brands or lead to an increase in customer complaints and litigation against us and an us, which might increase in our routine insurance and litigation costs.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedRisk Factors
The current Current global tariffs, along with any additional tariffs and the related uncertainties around tariffs, changes in duty regimes or retaliatory trade restrictions implemented by the U.S. or by other countries, as well as any fluctuation in foreign exchange rates as a result of such activity, have resulted and could adversely affect customer sales, including continue to result in potential delays in products received from our vendors and adversely affect customer sales and our cost of goods sold, which could materially impact our business and financial results.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedRisk Factors
We are heavily reliant also subject to risks associated with our reliance on third-party suppliers technology providers, including cloud-based and software-as-a-service providers, for access to our systems and the accuracy and security of the functionality within the systems. their functionality.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedRisk Factors
These changing rules, regulations rules and regulations, along with evolving stakeholder expectations expectations, have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management the time and attention spent complying with or meeting such regulations and expectations. of management.

Read it in 10-K 2026-03-26 at sec.gov ↗

Quiet changesRisk Factors
These rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by U.S. federal and state legislatures, making compliance more difficult and uncertain.

Read it in 10-K 2026-03-26 at sec.gov ↗

Quiet changesRisk Factors
These factors have caused, and may continue to cause, our comparable brand revenue results to differ materially from prior periods and from earnings guidance we have provided. may provide.

Read it in 10-K 2026-03-26 at sec.gov ↗

Quiet changesRisk Factors
In addition, if If we misjudge the correlation between our advertising spend and net sales, if we mismanage budgets or if our strategy overall does not continue to be successful, our results of operations could be negatively impacted.

Read it in 10-K 2026-03-26 at sec.gov ↗

Quiet changesRisk Factors
Further, our Board of Directors may, at its discretion, decrease or entirely discontinue the payment of dividends at any time and the any stock repurchase programs program may be limited or terminated at any time.

Read it in 10-K 2026-03-26 at sec.gov ↗

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.

Read it in 10-K 2026-03-26 at sec.gov ↗

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.

Read it in 10-K 2026-03-26 at sec.gov ↗

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.

Read it in 10-K 2026-03-26 at sec.gov ↗

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.

Read it in 10-K 2026-03-26 at sec.gov ↗

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.

Read it in 10-K 2026-03-26 at sec.gov ↗

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,

Read it in 10-K 2026-03-26 at sec.gov ↗

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.

Read it in 10-K 2026-03-26 at sec.gov ↗

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)%

Read it in 10-K 2026-03-26 at sec.gov ↗

RemovedMD&A
Beginning in fiscal 2021 and continuing through fiscal 2022, global supply chain disruptions caused delays in inventory receipts and backorder delays, increased raw material costs, and higher shipping-related charges. These disruptions improved in the fourth quarter of fiscal 2022. However, the costs from these operational supply chain challenges impacted our Consolidated Statement of Earnings in the first half of fiscal 2023.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedMD&A
West Elm saw brand comp decline of 2.0% in fiscal 2024 driven by the impacts of the customer pull back in furniture during the first half of the year as a result of the brand's high percentage of its assortment in the furniture category, partially offset by strength from new product introductions across categories including furniture, decorative accessories and seasonal textiles.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedMD&A
In fiscal 2024, diluted earnings per share was $8.79 (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 the closure of our West Coast manufacturing facility and the exiting of Aperture, a division of our Outward subsidiary, and (ii) an impact of $0.05 related to reduction-in-force initiatives, primarily in our corporate functions) in fiscal 2023.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedMD&A
We continued to improve our world-class customer service by driving supply chain improvements from lower returns and damages, reduced out-of-market and multiple shipments, reduced replacements and fewer customer accommodations. These supply chain improvements continued to contribute meaningfully to our profitability in fiscal 2024.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedMD&A
Despite a challenging environment for home furnishings, we delivered a record operating margin with double-digit diluted earnings per share growth. Our results this year demonstrate the flexibility, strength and durability of our operating model to drive market share gains and deliver profitability. Our performance was due to the strong execution of our teams as well as our continued focus on full-price selling and cost control from our Company-wide financial discipline.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedMD&A
On July 9, 2024, we effected a 2-for-1 stock split of our common stock through a stock dividend. All historical share and per share amounts, excluding treasury share amounts, in this Annual Report on Form 10-K have been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $0.01 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from additional paid-in capital to common stock.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedMD&A
First, we believe we will deliver organic, core-brand growth due to increased levels of newness, innovation and growth initiatives, such as Pottery Barn Teen's dorm offering, Pottery Barn Kids' Modern Baby and West Elm Kids. We are able to differentiate ourselves competitively through our in-house design capabilities and vertically-integrated sourcing organization, with the ability to expand into white space opportunities within our largest brands. These differentiators give us a unique ability to offer high-quality products at compelling price points.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedMD&A
Second, we recognize the housing market may not improve in 2025. Therefore, a key component of our strategy is our robust non-furniture assortment that includes inspirational seasonal and decorative accessories, textiles and housewares. In addition, we will continue to introduce new furniture in compelling finishes and shapes.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedMD&A
Third, we will continue investing in strategic outside partnerships and collaborations in our core brands. The talent of our in-house team with the creative vision of our collaborators attracts new customers and drives sales with our current customers.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedMD&A
Fourth, we will continue to find opportunities in our business-to-business division, leveraging our strength in design and commercial grade product offerings. Our multi-channel capabilities and our leading assortment of commercial grade products are competitive differentiators. Over the last few years, we have built customer relationships in the

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedMD&A
commercial space in several industry verticals. In addition, our exclusive offering of design-to-delivery services is a competitive advantage as we continue to build our business-to-business project pipeline.

Read it in 10-K 2025-03-27 at sec.gov ↗

RemovedMD&A
Lastly, our emerging brands are expected to continue to provide incremental growth. We have the in-house competency and ability to incubate and build new brands. All of our brands were once an emerging brand, even our largest brand, Pottery Barn. A key component of our future growth comes from expansion in Rejuvenation, Mark and Graham, and GreenRow.

Read it in 10-K 2025-03-27 at sec.gov ↗

RewordedMD&A
Net cash provided by operating activities compared to fiscal 2023 2024 decreased by $45.3 million primarily due to (i) higher spending on merchandise inventories, (ii) a decrease in accounts payable of $47.2 million (as a result of supplier payment timing) and (iii) a decrease in gift card and other deferred revenue, partially offset by (iv) an increase in net earnings adjusted for non-cash items. timing of payments).

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedMD&A
For fiscal 2024, 2025, net cash used in investing activities was $221.2 $260.6 million compared to $188.3 $221.2 million in fiscal 2023 2024 and was primarily attributable to purchases of property and equipment related to technology, store construction of $259.4 million including investments in technology of $103.5 million, retail stores of $73.8 million and supply chain enhancements. enhancements of $51.5 million.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedMD&A
Cost of goods sold includes (i) cost of merchandise, tariffs, inbound freight costs, freight-to-store costs and other inventory related costs such as replacements, damages, obsolescence and shrinkage, (ii) occupancy expenses, costs, which consists of rent, other occupancy costs (including property taxes, common area maintenance and utilities) and depreciation; depreciation, and (iii) shipping costs, which consists of third-party delivery services and shipping materials.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedMD&A
This decrease increase was primarily driven by (i) higher lower excess tax benefit from stock-based compensation and compensation, (ii) the tax effect of earnings mix change, partially offset by change and (iii) fewer expirations of statutes of limitations related to uncertain tax positions a higher disallowed executive compensation deduction in fiscal 2024. 2025.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedMD&A
From a channel perspective, the company comp decline growth of 1.6% 3.5% was driven by a negative 2.5% comp growth of 6.4% in our retail channel and comp growth of 2.2% in our e-commerce channel, partially offset by a positive 0.2% comp in our retail channel.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedMD&A
The Williams Sonoma brand saw brand comp growth of 2.4% 6.9% in fiscal 2024 resulting from 2025 driven by strength in the brand's kitchen business driven supported by cookware, cutlery newness, collaborations, exclusive products and electrics as well as our seasonal and decorative offerings. a strong holiday gift assortment.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedMD&A
From a channel perspective, the company comp decline growth of 1.6% 3.5% was driven by a negative 2.5% comp growth of 6.4% in our retail channel and comp growth of 2.2% in our e-commerce channel, partially offset by a positive 0.2% comp in our retail channel.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedMD&A
In fiscal 2024, 2025, Pottery Barn, our largest brand, saw comparable brand revenue ("brand comp") decline (“brand comp”) growth of 6.2% 0.4% driven by reduced furniture demand and our strategy to reduce promotional activity, partially strength in retail, offset by relative strength in our non-furniture and seasonal categories.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedMD&A
We operate in the U.S., Puerto Rico, Canada, Australia and the United Kingdom, offer international shipping to customers worldwide, Kingdom and have unaffiliated franchisees that operate stores in the Middle East, the Philippines, Mexico, South Korea Korea, India and India, as well as e-commerce websites in certain locations. the Philippines.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedMD&A
Net cash used in financing activities for fiscal 2024 2025 increased by $68.1 million compared to fiscal 2023, primarily 2024 due to an increase increases in repurchases of our common stock. stock of $46.5 million and payments of dividends of $36.4 million.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedMD&A
The following discussion and analysis of our financial condition, results of operations, and liquidity and capital resources for the 52 weeks ended February 1, 2026 (“fiscal 2025”), and the 53 weeks ended February 2, 2025 (“fiscal 2024”), and the 52 weeks ended January 28, 2024 (“fiscal 2023”) 2024”) should be read in conjunction with our Consolidated Financial Statements and notes thereto.

Read it in 10-K 2026-03-26 at sec.gov ↗

RewordedMD&A
However, the current uncertain macroeconomic environment with environment, including the evolving tariff and trade policy landscape, a weak housing market, elevated interest rates, layoffs, inflationary pressure, political uncertainty, economic uncertainty and global geopolitical instability and new tariffs could negatively continue to impact our business.

Read it in 10-K 2026-03-26 at sec.gov ↗

Quiet changesMD&A
We have a powerful portfolio of brands, serving a range of categories, aesthetics, aesthetics and life stages, and we have built a strong omni-channel platform and infrastructure, which we believe positions us well for the next stage of growth.

Read it in 10-K 2026-03-26 at sec.gov ↗

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