{"url_path":"/sec/ktb/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1760965/0001760965-26-000035-index.html","accession_number":"0001760965-26-000035","cik":"0001760965","ticker":"KTB","issuer_name":"Kontoor Brands, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1760965/0001760965-26-000035-index.html","primary_entity_key":"0001760965","primary_entity_name":"Kontoor Brands, Inc."},"word_count":589,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement.\n\nOn May 20, 2026, Kontoor Brands, Inc. (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with ABG-Storm LLC, a Delaware limited liability company, an affiliate of Authentic Brands Group (“Buyer”) and The H.D. Lee Company, Inc., a Delaware corporation, a wholly-owned subsidiary of the Company (“Lee”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Company has agreed to sell to Buyer all of the outstanding shares of capital stock of Lee for $750 million in cash at closing with an additional $250 million earnout opportunity based on the performance of the Lee business over a five-year period (the “Transaction”).\n\nThe Transaction, which has been unanimously approved by the Company’s Board of Directors, is expected to close in the second half of 2026, subject to the satisfaction or waiver of certain customary closing conditions, including, among others, conditions relating to: (i) the accuracy of representations and warranties of each party to the Purchase Agreement; (ii) the performance by each party of its obligations and covenants in all material respects; (iii) the receipt of regulatory approvals; (iv) the absence of any applicable law or order prohibiting the consummation of the Transaction; (v) the absence of a material adverse effect between the signing of the Purchase Agreement and the closing of the Transaction; and (vi) the completion of the Pre-Closing Reorganization (as defined in the Purchase Agreement).\n\nThe consideration to be paid to the Company at the closing of the Transaction is $750 million in cash, subject to customary post-closing adjustments for cash, indebtedness, transaction expenses and net working capital. The Purchase Agreement contains customary representations, warranties and covenants, as well as certain indemnification provisions, between the Company, on the one hand, and Buyer, on the other. The Purchase Agreement also contains customary termination rights permitting each party to terminate the Purchase Agreement under certain specified circumstances, including if the closing has not occurred on or before February 1, 2027. After the closing of the Transaction, the Company has agreed to provide certain transition services to Buyer in connection with the Lee business.\n\nThe proceeds from the Transaction, once completed, are expected to be used to accelerate debt reduction as well as return capital to shareholders through share repurchases, if and when appropriate.\n\nThe foregoing description of the Purchase Agreement is not complete and is qualified entirety by reference to the Purchase Agreement, which is filed as Exhibit 2 hereto and is incorporated by reference.\n\nThe foregoing summary has been included to provide security holders with information regarding the terms of the Purchase Agreement. It is not intended to provide any factual information about the Company, Lee or Buyer. The representations and warranties contained in the Purchase Agreement were made by the parties to each other as of specific dates and the assertions embodied in these representations and warranties were made solely for purposes of the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms. Moreover, certain representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality that is different from what may be viewed as material to shareholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. Based upon the foregoing reasons, investors should not rely on the representations and warranties as statements of factual information."}