RH_February 1, 2025

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended February 1, 2025
 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to
 Commission file number: 001-35720

 (Exact name of registrant as specified in its charter)

 Delaware

 45-3052669

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification Number)

 15 Koch Road
 Corte Madera, CA
 (Address of principal executive offices)

 94925
 (Zip Code)

 Registrant's telephone number, including area code: ( 415) 924-1005
 Securities registered pursuant to Section 12(b) of the Act:

 Common Stock, $0.0001 par value

 RH

 New York Stock Exchange, Inc.

 (Title of each class)

 (Trading Symbol)

 (Name of each exchange on which registered)

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.
 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
 As of August 2, 2024, the last business day of the registrant's most recently completed second quarter, the approximate market value of the registrant's common stock held by non-affiliates was $ 3,863,761,131. Solely for purposes of this disclosure, shares of common stock held by executive officers and directors of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.
 As of March 28, 2025, 18,728,456 shares of the registrant's common stock were outstanding.
 DOCUMENTS INCORPORATED BY REFERENCE
 Portions of the registrant's Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended February 1, 2025.

 RH
 INDEX TO FORM 10-K

 Page

 PART I.

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 PART II.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [ Reserved ]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 PART III.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 PART IV.

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 FORM 10-K | i

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA
 This Annual Report on Form 10-K ("Annual Report") contains forward-looking statements that are subject to risks and uncertainties. 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," "plan," "intend," "believe," "may," "will," "short-term," "non-recurring," "one-time," "unusual," "should," "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.
 Forward-looking statements are subject to risk and uncertainties that may cause actual results to differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results. Matters that we identify as "short term," "non-recurring," "unusual," "one-time," or other words and terms of similar meaning may, in fact, not be short term and may recur in one or more future financial reporting periods. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections titled Risk Factors and Management's Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements, as well as other cautionary statements. You should evaluate all forward-looking statements made in this Annual Report in the context of these risks and uncertainties.
 We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we expect or affect us or our operations in the way we expect, or that future developments affecting us will be those that we have anticipated. The forward-looking statements included in this Annual Report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
 Risk Factors Summary
 We operate in a rapidly changing environment that involves a number of risks that could materially and adversely affect our business, financial condition, prospects, operating results or cash flows, including those highlighted in this Risk Factors Summary. These summary risks provide an overview of many of the risks we are exposed to in the normal course of our business. As a result, the following summary risks do not contain all of the information that may be important to you, and you should read them together with the more detailed discussion of risks that affect our business disclosed under the section entitled Risk Factors.
 Risks Related to Our Business
 We are undertaking a large number of business initiatives at the same time, including international expansion and exploring opportunities to expand into new categories and complementary businesses, and if such initiatives are not successful, they may have a negative effect on our results of operations.
 We have experienced significant fluctuations in the growth of our business and we may not experience high rates of growth in future time periods.
 We previously identified a material weakness in our internal control over financial reporting and related weakness in our disclosure controls and procedures and there can be no assurance that our reporting infrastructure and personnel involved in financial reporting and disclosure controls and procedures have in the past complied, or will continue in the future to comply, with all of our applicable reporting obligations.
 Changes in consumer spending may adversely affect our revenue and results of operations, including as a result of economic downturns.
 We may be adversely affected if we fail to successfully and timely deliver merchandise to customers and manage our supply chain commensurate with demand.
 We may be adversely affected if merchandise purchased from our vendors is defective or otherwise does not meet our product quality standards.
 Our business depends on the strength of our brand and continuing investments in our brand will be an important requirement for our future success.
 We may be adversely affected by competition in the home furnishings sector.
 We are subject to risks associated with our dependence on foreign manufacturing and imports.

 ii | FORM 10-K

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA

 We may be adversely affected by any disruptions in our ability to obtain quality merchandise in sufficient quantities at competitive prices, including products that are produced by artisans and specialty vendors.
 Our results may be adversely affected by fluctuations in raw materials, energy and transportation costs and currency exchange rates.
 We are subject to risks associated with occupying substantial amounts of space, including future increases in occupancy costs and other risks related to real estate development.
 We may be adversely affected by factors beyond our control that affect our ability to open new Galleries within the time frames we initially target or optimize our store footprint.
 Our results of operations may be harmed if we encounter issues with our fulfillment centers, furniture home delivery centers and other aspects of our supply chain and customer delivery network or if we are not able to fulfill orders and deliver our merchandise to customers in an effective manner.
 We are subject to risks related to our reliance upon independent third-party transportation providers for our product shipments.
 Our operations have significant liquidity and capital requirements and depend on the availability of adequate financing and sources of capital on reasonable terms and we have elected to raise substantial amounts of capital through debt, which exposes our business to risks related to obligations of indebtedness.
 If we lose key personnel or are unable to hire qualified personnel, our business may be harmed.
 Material damage to, or interruptions in, our information systems, including as a result of cybersecurity breaches or cyber fraud, could have a material adverse effect on our business or results of operations.
 We face product liability risks and certain of our products may be subject to recalls or other actions by regulatory authorities, which could have a material adverse effect on our business and reputation.
 We may be adversely affected by legal and regulatory proceedings in which we are involved from time to time, including litigation, claims, investigations and regulatory and other proceedings.
 Compliance with laws, including laws relating to our business activities outside of the U.S., may be costly or otherwise adversely affect the way we do business.
 We may be unsuccessful in identifying attractive acquisition opportunities or completing or realizing the expected benefits of acquisition opportunities that we pursue.
 Changes to estimates or projections used to assess the fair value of assets, or results of operations that are lower than our current estimates at certain store locations, may cause us to incur impairment charges.
 Risks Related to Ownership of Our Common Stock
 Our common stock price may be volatile or decline regardless of our operating performance.
 Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a transaction involving a change in control of us, even if doing so would benefit our stockholders.
 Our Certification of Incorporation and Bylaws contain provisions that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for certain disputes between us and our stockholders, which could limit our stockholders' ability to choose a different judicial forum for disputes with us or our directors, officers or employees.
 We do not expect to pay any cash dividends for the foreseeable future.
 We face various risks in connection with our share repurchase program.
 The terms of our outstanding indebtedness may delay or hinder an otherwise beneficial takeover attempt of us.

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA

 FORM 10-K | iii

 General Risks
 Changes to accounting rules or regulations may adversely affect our results of operations.
 Expectations of us relating to environmental, social and governance factors may impose additional costs and expose us to new risks.
 Labor organizing and other activities could adversely affect us.
 Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets, including net operating loss carryforwards, may result in volatility of our results of operations.
 Our operations are subject to risks of natural or man-made disasters, acts of war, terrorism or widespread illness, any one of which could result in a business stoppage and negatively affect our results of operations.

 iv | FORM 10-K

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA

 ITEM 1. BUSINESS
 Overview
 RH (collectively, "we," "us," or the "Company") is a leading retailer and luxury lifestyle brand operating primarily in the home furnishings market. Our curated and fully integrated assortments are presented consistently across our sales channels, including our retail locations, websites and Sourcebooks. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, d cor, outdoor and garden, and baby, child and teen furnishings.
 Our retail business is fully integrated across our multiple channels of distribution. We position our Galleries as showrooms for our brand, while our websites and Sourcebooks act as virtual and print extensions of our physical spaces, respectively. We operate our retail locations throughout the United States and Canada as well as in the United Kingdom, Germany,
Belgium and Spain and we have an integrated RH Hospitality experience in 21 of our Design Gallery locations, which includes restaurants and wine bars.
 Key Value-Driving Strategies
 In order to achieve our long-term strategies of product transformation, platform expansion and cash generation as well as drive growth across our business, we are focused on the following key strategies and business initiatives:
 Product Elevation. We believe we have built the most comprehensive and compelling collection of luxury home furnishings under one brand in the world. Our products are presented across multiple collections, categories and channels that we control, and we believe their desirability and exclusivity have enabled us to achieve strong revenues and margins. Our customers know our brand concepts as RH Interiors, RH Modern, RH Contemporary, RH Outdoor, RH Beach House, RH Ski House, RH Baby & Child, RH TEEN and Waterworks. Our strategy is to continue to elevate the design and quality of our product. Beginning with the mailing of our RH Interiors Sourcebook in the fall of 2023 and with additional Sourcebook mailings throughout 2024, we have introduced the most prolific collection of new products in our history. In addition, over the next few years, we plan to introduce RH Couture, RH Bespoke and RH Color.

 Gallery Transformation. Our products are elevated and rendered more valuable by our architecturally inspiring Galleries. We believe our strategy to open new Design Galleries in every major market in North America will unlock the value of our vast assortment, generating an expected annual revenue opportunity for our business of $5 to $6 billion. We believe we can significantly increase our sales by transforming our real estate platform from our existing legacy retail footprint to a portfolio of Design Galleries sized to the potential of each market and the size of our assortment. In addition, we plan to incorporate hospitality into many of the new Design Galleries that we open in the future, which further elevates and renders our product and brand more valuable. We believe hospitality has created a unique new retail experience that cannot be replicated online, and that the addition of hospitality drives incremental sales of home furnishings in these Galleries.

 Brand Elevation. Our strategy is to move the brand beyond curating and selling product to conceptualizing and selling spaces, by building an ecosystem of Products, Places, Services and Spaces that establishes the RH brand as a global thought leader, taste and place maker. We believe our seamlessly integrated ecosystem of immersive experiences inspires customers to dream, design, dine, travel and live in a world thoughtfully curated by RH, creating an impression and connection unlike any other brand in the world. Our hospitality efforts will continue to elevate the RH brand as we extend beyond the four walls of our Galleries into RH Guesthouses, where our goal is to create a new market for travelers seeking privacy and luxury in the $200 billion North American hotel industry. We entered this industry with the opening of the RH Guesthouse New York in September 2022 and are in the process of constructing our second RH Guesthouse in Aspen. In June 2023, we opened RH England, The Gallery at the Historic Aynho Park, a 400-year-old landmark estate representing the most inspiring and immersive physical expression of the brand to date. RH England marked the beginning of our global expansion beyond North America. Additionally, we offer bespoke experiences like RH Yountville, an integration of Food, Wine, Art & Design in the Napa Valley; RH1 & RH2, our private jets; and RH3, our luxury yacht that is available for charter in the Caribbean and Mediterranean, where the wealthy and affluent visit and vacation. These immersive experiences expose both new and existing customers to our evolving authority in architecture, interior design and landscape architecture.

 FORM 10-K | 1

 Global Expansion. We believe that our luxury brand positioning and unique aesthetic have strong international appeal, and that pursuit of global expansion will provide RH with a substantial opportunity to build over time a projected $20 to $25 billion global brand in terms of annual revenues. Our view is that the competitive environment globally is more fragmented and primed for disruption than the North American market, and there is no direct competitor of scale that possesses the product, operational platform, and brand strength of RH. As such, we are actively pursuing the expansion of the RH brand globally, which began with the opening of RH England, RH Munich and RH D sseldorf in 2023, followed by the opening of RH Brussels in March 2024 and RH Madrid in June 2024. We are also under construction in Paris, London and Milan in inspiring spaces that will celebrate the heritage of the historic structures and will integrate full expressions of our hospitality experiences. In addition, we plan to open RH Sydney, The Gallery in Double Bay, in Australia in the coming years.

 Digital Reimagination. Our strategy is to digitally reimagine the RH brand and business model both internally and externally. Internally, our multiyear effort began with the reimagination of our Center of Innovation to incorporate digitally integrated visuals and decision data designed to amplify the creative process from product ideation to product presentation. Externally, our strategy comes to life digitally through The World of RH, an online portal where customers can explore and be inspired by the depth and dimension of our brand. We expect to continue to elevate the customer experience on The World of RH with further enhancements to content, navigation and search functionality. We believe an opportunity exists to create similar strategic separation online as we have with our Galleries offline, reconceptualizing what a website can and should be. We are making meaningful investments to elevate and differentiate our online experience with plans to upgrade our website throughout 2025.
 Products and Product Development
 We have positioned RH as a lifestyle brand and design authority by offering expansive merchandise assortments. We are merchants of luxury home furnishings, and our products embody our design aesthetic and reflect inspiration from across the centuries and around the globe.
 We have developed a proprietary product development platform that is fully integrated from ideation to presentation. Key aspects of our product development platform are:
 Organization —We have established a collaborative, cross-functional organization leading our product development, sourcing, merchandising, inventory and creative teams. Our product teams are focused on maximizing the sales potential of each product category across all channels, which eliminates channel conflicts and functional redundancies.
 Process —For many of our products, we work closely with our network of artisan partners who possess specialized product development and manufacturing capabilities and who we consider an extension of our product development team. We collaborate with our global network of specialty vendors and manufacturers to produce artisanal pieces of high quality and value on a large scale, including both distinctive original designs and reinterpretations of antiques.
 Facility —We have built the RH Center of Innovation, a facility that supports the entire product development process from ideation to presentation across all channels.
 Our proprietary organization, process and facility enhance our ability to introduce more new products with each collection. In addition, our product development platform, sourcing capabilities and significant scale enable us to reduce our product costs.
 Sales Channels
 We distribute our products through a fully integrated sales platform comprising our retail locations, including RH Galleries and Waterworks Showrooms, in addition to our websites, Sourcebooks, Trade, Contract and Outlets. We believe the level of integration among all of our channels and our approach to the market distinguish us from other retailers. We encourage our customers to shop across our channels, which complement one another, and have aligned our business and internal organization to be channel agnostic.

 2 | FORM 10-K

 Retail Locations
 As of February 1, 2025, our retail locations comprise RH Galleries, RH Interior Design Office and Waterworks Showrooms:

 AVERAGE SELLING

 COUNT

 SQUARE FOOTAGE (1)

 RH

 North America

 Design Galleries (2)

 34,100

 Legacy Galleries

 7,500

 Modern Gallery

 12,800

 Baby & Child and TEEN Galleries

 3,300

 Interior Design Office

 3,000

 Total RH retail locations—North America

 Europe Design Galleries

 23,400

 Total RH retail locations

 Waterworks Showrooms

 4,300

 Total retail locations

 (1)
 Calculated based on total selling square footage divided by total locations. Selling square footage is retail space at our retail locations used to sell our products, as well as space for our restaurants and wine bars. Selling square footage excludes backrooms at retail locations used for storage, office space, food preparation, kitchen space or similar purpose as well as exterior sales space located outside a retail location, such as courtyards, gardens and rooftops.

 (2)
 We have an integrated RH Hospitality experience in 21 of our Design Galleries and in our one RH Guesthouse.

 Our Galleries reinforce our luxury brand aesthetic and are highly differentiated from other home furnishings retailers. We have revolutionized the customer experience by showcasing products in a sophisticated lifestyle setting, consistent with the imagery and product presentation featured within our websites and Sourcebooks. Products in our Galleries are presented in fully appointed rooms, emphasizing collections over individual pieces. This presentation inspires our customers to consider purchasing a full collection of products to replicate the design aesthetic experienced in our Galleries. In addition, our employees use iPads and other devices to allow customers to shop our entire merchandise assortment while in a retail location.
 We believe situating our Galleries in desirable locations, such as iconic buildings and luxury retail shopping centers, is critical to the success of our business. New sites are identified based on a variety of store-specific factors, including unique architecture, geographic location, demographics, and proximity to affluent consumers. We pursue a market-based sales strategy whereby we assess each market's overall sales potential and how best to approach the market across all of our channels. We maximize our retail location square footage, as well as Sourcebook circulation, to capitalize on each market's sales potential and increase our return on invested capital.
 We believe our integrated RH hospitality experience, which includes restaurants and wine bars, has created a unique retail experience that cannot be replicated online, and that the addition of hospitality drives incremental sales of home furnishings in these Galleries. We plan to incorporate hospitality into many of the new Galleries that we open in the future.
 We have identified key learnings from our real estate transformation that have supported the development of a multi-tier market approach described below that we believe will optimize both market share and return on invested capital.

 FORM 10-K | 3

 First, we have strategically designed our Design Galleries as innovative and adaptable formats, allowing us to accelerate the introduction of our disruptive product assortments and immersive retail experiences into the market. We will continue to refine and evolve these formats based on key insights from recent openings, such as RH Palo Alto and RH Newport Beach. Most Design Galleries encompass approximately 30,000 to 50,000 square feet of selling space, seamlessly integrating our hospitality offerings while showcasing our product collections across multiple categories. These Galleries also house interior design offices and presentation rooms where our designers collaborate with clients to bring their projects to life.
 Second, we will continue to develop and open larger bespoke Design Galleries in the top metropolitan markets, similar to those we opened in New York, Chicago and San Francisco. These iconic locations reinforce our long-term competitive advantage and establish a market presence that we believe is difficult to replicate. We opened our first bespoke international location, RH England, The Gallery at the Historic Aynho Park, in June 2023, and we plan to further expand this concept across the U.S. and Europe. Upcoming bespoke locations include RH Paris, The Gallery on the Champs- lys es and RH London, the Gallery in Mayfair.
 Third, we will continue to open smaller scale Design Galleries and bespoke Design Galleries in neighborhoods, towns and small cities where the wealthy and affluent live, visit and vacation. These locations are thoughtfully tailored to reflect the local culture and are proportionate to each market's potential. Examples include RH Yountville and RH Montecito, along with forthcoming openings in Aspen and Manhasset. Additionally, we debuted our first Interior Design Office in Palm Desert, California, in December 2024.
 The pace of our Gallery openings is influenced by multiple factors, including market conditions and strategic priorities. We also continue to extend our international footprint, with agreements in place for Design Galleries in select markets outside of North America, including France, the United Kingdom, Italy and Australia. This global expansion aligns with our broader vision of establishing RH as a leading luxury lifestyle brand worldwide.

 4 | FORM 10-K

 Our retail location square footage metrics and activity were as follows:

 2025

 2024

 TOTAL

 TOTAL

 SELLING SQUARE

 SELLING SQUARE

 COUNT

 FOOTAGE (1)

 COUNT

 FOOTAGE (1)

 (square footage in thousands)

 Beginning of period

 1,378

 1,286

 RH Design Galleries

 Newport Beach

 60.1

 —

 —

 Raleigh

 37.6

 —

 —

 Cleveland

 33.1

 —

 —

 Palo Alto

 32.5

 —

 —

 Brussels

 27.7

 —

 —

 Madrid

 8.3

 —

 —

 Montecito

 4.8

 —

 —

 England

 —

 —

 35.1

 Munich

 —

 —

 26.4

 D sseldorf

 —

 —

 19.6

 Indianapolis (relocation)

 —

 —

 —

 7.6

 RH Legacy Galleries

 Plano

 (1)

 (9.6)

 —

 —

 Costa Mesa

 (1)

 (7.9)

 —

 —

 Cleveland

 (1)

 (7.1)

 —

 —

 Newport Beach

 (1)

 (7.0)

 —

 —

 Mission Viejo

 (1)

 (6.9)

 —

 —

 Santa Barbara

 (1)

 (6.9)

 —

 —

 Palo Alto

 (1)

 (6.1)

 —

 —

 Raleigh

 (1)

 (4.7)

 —

 —

 Detroit (relocation)

 —

 —

 —

 1.5

 Short Hills (relocation)

 —

 —

 —

 0.1

 RH Baby & Child and TEEN Gallery

 Corte Madera

 (1)

 (1.8)

 —

 —

 RH Interior Design Office

 Palm Desert

 3.0

 —

 —

 Waterworks Showroom

 Atlanta (relocation)

 —

 —

 —

 2.0

 End of period

 1,527

 1,378

 Total square footage at end of period (2)

 2,097

 1,901

 FORM 10-K | 5

 (1)
 Represents retail space at our retail locations used to sell our products, as well as space for our restaurants and wine bars. Excludes backrooms at retail locations used for storage, office space, food preparation, kitchen space or similar purpose, as well as exterior sales space located outside a retail location, such as courtyards, gardens and rooftops.

 Includes approximately 89,000 square feet as of fiscal 2024 related to three owned retail locations and approximately 56,000 square feet as of fiscal 2023 related to two owned retail locations.

 (2)
 Includes approximately 142,000 square feet as of fiscal 2024 related to three owned retail locations and approximately 100,000 square feet as of fiscal 2023 related to two owned retail locations.

 Weighted-average square footage and selling square footage are calculated based on the number of days a retail location was opened during the period divided by the total number of days in the period, and were as follows:

 2025

 2024

 Weighted-average square footage

 2,007

 1,796

 Weighted-average selling square footage

 1,458

 1,318

 In addition to the retail locations, we operate one RH Guesthouse with approximately 13,800 selling square feet.
 The following list shows the number of retail locations in each U.S. state and foreign country where we operate as of February 1, 2025:

 LOCATION

 COUNT

 LOCATION

 COUNT

 LOCATION

 COUNT

 Alabama

 Michigan

 Utah

 Arizona

 Minnesota

 Virginia

 California

 Missouri

 Washington

 Colorado

 Nevada

 District of Columbia

 Connecticut

 New Jersey

 Belgium

 Florida

 New York

 Canada

 Georgia

 North Carolina

 Germany

 Illinois

 Ohio

 Spain

 Indiana

 Oklahoma

 United Kingdom (1)

 Kansas

 Oregon

 Louisiana

 Pennsylvania

 Maryland

 Tennessee

 Massachusetts

 Texas

 Total

 (1)
 The United Kingdom retail locations include an RH Design Gallery and a Waterworks Showroom.

 We continually analyze opportunities to selectively consolidate retail locations in connection with openings of our Design Galleries or close retail locations that have been under-performing or are no longer consistent with our brand positioning. In many cases, we continue to operate a retail location until our lease has expired in order to effect the closure in a cost-efficient manner.
 Websites
 Our primary RH websites, rh.com, rhbabyandchild.rh.com and rhteen.rh.com, provide our customers with the ability to purchase RH merchandise online. Waterworks products are sold online through the waterworks.com and rh.com websites.

 6 | FORM 10-K

 Our websites allow our customers to experience the unique lifestyle settings reflected in our Sourcebooks and throughout our Galleries and Showrooms, and to shop all of our current product assortment. We update our websites regularly to reflect new products, product availability and occasional special offers.
 The RH websites also offer room-based navigation, which allows the customer to envision and shop items by room or by product, expanding on the richness of the online experience. Customers can search the websites for products by size or color, browse through our extensive product categories and see detailed information about each item and collection, such as dimensions, materials and care instructions. Additionally, customers can select swatches and view merchandise displayed with different color, finish and material options.
 Sourcebooks
 We produce a series of catalogs, which we refer to as Sourcebooks, to showcase our merchandise assortment. Our Sourcebooks include RH Interiors, RH Contemporary, RH Modern, RH Outdoor, and RH Baby & Child and TEEN. Our Sourcebooks are one of our primary branding and advertising vehicles. We have found that merchandise assortments displayed in our Sourcebooks contribute to increased sales of those products across all of our channels. As in our Galleries, our Sourcebooks present our merchandise in lifestyle settings that reflect our unique design aesthetic. Our Sourcebooks also feature profiles of select artisan vendors and other compelling editorial content regarding home d cor. All creative work on our Sourcebooks is coordinated in-house in our RH Center of Innovation, providing us greater control over the brand image presented to our customers, while also reducing our Sourcebook production costs.
 We distribute our Sourcebooks throughout countries in which we operate. Our customers respond to the Sourcebooks across all of our channels, with sales trends closely correlating to the assortments that we emphasize and feature prominently in our Sourcebooks, Galleries and websites. Our Sourcebooks, in concert with our websites, are a cost-effective means to test new products, and allow us to launch categories in a disciplined, expeditious and cost-effective manner. We continue to evaluate and optimize our Sourcebook strategy based on our experience.
 We maintain a database of customer information, including information from our RH Members Program. Our customer database includes sales patterns, detailed purchasing information and certain demographic information, as well as mailing and email addresses. We mail our Sourcebooks to addresses within this database and to addresses provided to us by third parties. The database, which is maintained in accordance with our privacy policy disclosed on our website, supports our ability to analyze our customers' buying behaviors across sales channels, facilitates the development of targeted marketing strategies, and supports prospecting new customers. We segment our customer files based on multiple variables, and we tailor our Sourcebook mailings and emails in response to the purchasing patterns and product needs of our customers. We continue to improve the segmentation of customer files and the expansion of our customer database.
 Trade and Contract
 In the Trade channel, we work directly with residential interior designers and decorators purchasing products for their clients' residential projects. We also sell directly to consumers who make purchases with the assistance of their residential interior designer or decorator. Our Contract channel supplies products to large-scale, luxury hospitality, commercial and residential development projects globally, working directly with hotel ownership groups and brands, commercial property owners, single-family and multi-family builders and developers and their ecosystem of architecture, interior design and purchasing business partners. These channels enable us to reach new business customers and the consumers they influence.
 Outlet Stores
 Our outlet stores are branded as RH Outlet or Restoration Hardware Outlet and are typically located in outlet malls, power centers, and freestanding locations. Our outlet stores serve as a key part of our reverse logistics platform and provide an efficient means to sell primarily returned merchandise and, to a lesser extent, discontinued and overstock merchandise outside of our core sales channels. As of February 1, 2025, we operated 40 outlet stores, including one outlet location in the United Kingdom.

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 Marketing and Advertising
 Our Galleries, websites and Sourcebooks are the primary branding and advertising vehicles for the RH brand. In addition, we employ a variety of marketing and advertising techniques to drive customer traffic across all our channels, strengthen and reinforce our brand image and acquire new customers. These include targeted Sourcebook circulation, email communications, promotional mailings, print advertisements, and public relations activities and events. We use our customer database to tailor our programs and increase the efficiency of our marketing and promotional initiatives. We leverage our marketing and advertising expenses across all our channels as we seek to optimize the efficiency of our investment. Additionally, we operate certain brand-elevating assets that also serve as advertising vehicles for the RH brand, including RH Guesthouse New York; RH England, The Gallery at the Historic Aynho Park; RH Yountville, an integration of Food, Wine, Art & Design in the Napa Valley; RH1 & RH2, our private jets available for charter; and RH3, our luxury yacht available for charter.
 The highly differentiated design aesthetic and environment of our Galleries drives customer traffic not only to our physical spaces but also to our websites. Our Sourcebooks and targeted emails further reinforce the RH brand image and drive sales across all of our channels. We also participate in a wide range of other marketing, promotional and public relations activities. These campaigns include media coverage in design, lifestyle, culture/society and specialty publications, as well as in-Gallery events related to new Gallery openings. In addition, we engage in print advertising in brand-relevant publications such as Architectural Digest, Elle Decor, T: The New York Times Style Magazine, WSJ. Magazine, Business of Home, Luxe Interiors + Design, C Magazine and others. We believe that these efforts drive increased brand awareness, leading to higher sales over time.
 RH Members Program
 The RH Members Program reimagines and simplifies the shopping experience. For an annual fee, the RH Members Program provides a set discount every day on products available on the RH platform, in addition to other benefits, including complimentary design services through the RH Interior Design program and eligibility for preferred financing plans on the RH Credit Card. The RH Members Program excludes purchases through Outlets, Trade, Contract and Hospitality, as well as directly from Waterworks. The RH Members Program allows our customers to shop for what they want, when they want, and receive the greatest value, which has resulted in orders and sales being more evenly distributed throughout the year. During fiscal 2024, our members drove approximately 98% of sales in our core RH business, and we had approximately 265,000 members at year-end. We believe our membership model enhances the customer experience, renders our brand more valuable, improves operational execution and reduces costs.
 Sourcing
 Our sourcing strategy focuses on identifying and using vendors that can provide the quality materials and fine craftsmanship that our customers expect of our brand. We work closely with vendors and manufacturers to ensure that our high standards of quality and timely delivery of merchandise are met. We seek to ensure the consistent quality of our manufacturers' products by selectively inspecting pre-production samples, conducting periodic site visits to certain of our vendors' production facilities and selectively inspecting inbound shipments at our distribution facilities. In fiscal 2024, we sourced 77% of our purchase dollar volume from 28 vendors, and one vendor accounted for 16% of our purchase dollar volume. Based on total dollar volume of purchases for fiscal 2024, 72% of our products were sourced from Asia, including 35% from Vietnam, 23% from China and the remainder predominantly from Indonesia and India, 18% from North America, including 10% from the United States, as well as 10% from Europe and other countries. In addition, we operate a manufacturing facility in North Carolina that produces a number of our upholstery collections.
 Distribution and Delivery
 We manage the distribution and delivery of our products through our distribution centers. We currently operate four fulfillment centers servicing RH products, which are located strategically in markets throughout the United States. We have one fulfillment center in the United States servicing Waterworks products. In addition, we have one third-party distribution center in Europe and continue to develop our supply chain strategy in connection with our global expansion.
 We operate portions of our home delivery services in 27 key markets to leverage operating costs and improve our customers' delivery experience, while reducing returns and damage to our products. We offer a white glove home delivery service for our larger merchandise and furniture categories, where third-party personnel deliver smaller items to the location of our customers' choice. We believe we have dramatically enhanced the customer experience while reducing return rates, damages and deliveries per order by enhancing the quality of our delivery providers through metric-based accountability standards.

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 We believe our supply chain and fulfillment operations allow us to manage customer orders and distribute merchandise to our customers in an efficient and cost-effective manner, and we continue to identify opportunities to improve the delivery of our products.
 Competition
 The home furnishings sector is highly competitive. We believe that we compete primarily on the basis of the design, style and quality of our products, the breadth of our assortment of high-quality merchandise and the luxury positioning of our brand. We believe that customers respond favorably to the style and presentation of our products and that we offer consumers a substantial assortment of curated merchandise selections as part of a lifestyle experience. We continue to elevate our product assortment and create separation between our brand and that of many of our competitors. We also believe that our success depends in substantial part on our ability to originate and define product trends, as well as to timely anticipate, gauge and react to changing consumer demands.
 We compete with a number of home furnishings retailers, including national and regional businesses, as well as new market participants that operate predominantly online. We also compete with the interior design trade and specialty stores, as well as antiques dealers and other merchants that provide unique items and custom-designed products at higher price points. Many of our competitors seek to compete with us by offering products that are similar to our merchandise at lower price points. Certain of our competitors are larger and have greater financial, marketing and other resources than us. However, many smaller specialty retailers may lack the financial resources, infrastructure, scale and national brand identity necessary to compete effectively with us. As we continue to expand our business globally, we will face new competitors.
 Our People
 RH is guided by our vision, values and beliefs, which shape our culture, inform our decisions and drive our long-term strategy. As a vision-led organization, we are committed to our core values—People, Quality, Service, and Innovation. Our unique culture is embodied by our team members and reflected in everything we do. Our success and future growth rely on our dedication to these values, which shape every facet of our organization.

 RH is an equal-opportunity employer committed to meritocratic hiring. Our goal is to ensure the right person is in every role across our organization. We believe that a workforce that reflects a range of skills, experiences and backgrounds aligned with our culture, values and business needs, enhances our performance. Our distinctive culture attracts highly talented individuals who share our core values.

 Our commitment to equity is upheld through a strict non-discrimination policy governing all aspects of employment, including recruitment, hiring, training, promotion, compensation, job assignments, benefits, transfers, discipline and discharge.

 We are committed to maintaining the highest standards to ensure the safety, health, and well-being of our team members and guests in every environment we operate. We also hold our vendors to these same principles, requiring adherence to our Product Partner Code of Conduct, which can be found on the Investor Relations section of our website at ir.rh.com under "Governance—Environmental, Social & Governance."

 Certain headcount data was as follows:

 2025

 2024

 2023

 (approximate)

 Total team members (1)

 6,340

 5,960

 6,180

 Retail and Outlet team members

 2,290

 2,210

 2,090

 Hospitality team members

 1,880

 1,520

 1,580

 Part-time team members

 (1)
 None of our team members are represented by a union, and we have had no labor-related work stoppages.

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 Environmental, Social and Governance
 Our environmental, social and certain other governance efforts are implemented through our environmental, social and governance ("ESG") programs, which are designed to align our approach to ESG issues with the interests of our people, customers and shareholders and their respective ESG concerns. Further details regarding our ESG programs can be found on the Investor Relations section of our website, located at ir.rh.com under "Governance—Environmental, Social & Governance."
 Intellectual Property
 The "RH," "Restoration Hardware," "RH Interiors," "RH Contemporary," "RH Modern," "RH Outdoor," "RH Baby & Child," "RH TEEN," "RH Beach House," "RH Ski House," "RH Rugs," "RH Guesthouse," "The World of RH" and "Waterworks" trademarks, among others, are registered or are the subject of pending trademark applications with the United States Patent and Trademark Office and with the trademark registries of several foreign countries. Each of our trademark registrations is perpetually renewable provided that we use or continue to use the trademarks in commerce in the particular geographic market and for the goods or services covered by the registration. In addition, we own many domain names, including rh.com, restorationhardware.com, rhmodern.rh.com, rhbabyandchild.rh.com, rhteen.rh.com, rhbeachouse.com, rhskihouse.com, rhguesthouse.com, waterworks.com and others that include our trademarks. These domain names are perpetually renewable.
 We own design patents or pending design patent applications to protect the ornamental appearance of several of our products. These design patents are generally valid for 15 years from their date of issuance. We own copyrights, including copyright registrations or pending applications, for our websites and our Sourcebooks. We believe that our trademarks, domain names, design patents, and copyrights have significant value, and we vigorously protect them against infringement.
 Fluctuation in Quarterly Results
 Our quarterly results vary depending upon a variety of factors, including changes in our product offerings and the introduction of new merchandise assortments and categories, changes in retail locations, the timing of Sourcebook releases, and the extent of our realization of the costs and benefits of our numerous strategic initiatives, among other things. For example, we have historically experienced some seasonality in our business trends as our sales are typically higher in the second fiscal quarter, which correlates to a peak selling season for outdoor items and outdoor furniture. As a result of these factors, our working capital requirements and demands may fluctuate during the year. Unique factors in any given quarter may affect period-to-period comparisons, and the results for any quarter are not necessarily indicative of the results that we may achieve for a full fiscal year.
 Corporate Information
 The Company was formed as a Delaware corporation on August 18, 2011. On November 7, 2012, the Company completed an initial public offering. On December 15, 2016, Restoration Hardware Holdings, Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name to "RH," effective January 1, 2017.
 Regulation and Legislation
 We are subject to numerous regulations, including labor and employment laws, customs, laws governing truth-in-advertising, consumer protection, privacy, safety, real estate, environmental and zoning and occupancy laws, and other laws and regulations that regulate retailers and govern the promotion and sale of merchandise and the operation of our retail and hospitality locations, outlets and warehouse facilities, in the United States and other international locations in which we operate presently or plan to in the future, as well as in jurisdictions from which we source our products. We believe we are in material compliance with laws applicable to our business.
 Where You Can Find More Information
 We are required to file or furnish annual, quarterly and current reports, proxy statements and other information as required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC"). The SEC maintains a website that contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC at sec.gov.

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 We maintain public internet sites at rh.com and restorationhardware.com and make available, free of charge, through these sites our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers, as well as any amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The charters for our Board of Directors' Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, as well as our Code of Business Conduct, our Corporate Governance Guidelines and Code of Ethics for Chief Executive Officer and Senior Financial Officers and other related materials, including press releases and other information about financial performance, are available on our websites. We may use our websites as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The information on our websites is not part of this Annual Report.
 Our Investor Relations Department can be contacted at RH, 15 Koch Road, Corte Madera, California 94925, Attention: Investor Relations; telephone: 415-924-1005; e-mail: investorrelations@rh.com.

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 ITEM 1A. RISK FACTORS
 Certain factors may have a material adverse effect on our business, financial condition, and results of operations. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report, including our consolidated financial statements and related notes. The events and consequences discussed in these risk factors could materially and adversely affect our business, financial condition, results of operations, and future prospects. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.
 Risks Related to Our Business
 We are undertaking a large number of business initiatives at the same time, including international expansion and exploring opportunities to expand into new categories and complementary businesses. If these initiatives are not successful, they may have a negative impact on our results of operations.
 We are undertaking a large number of new business initiatives at the same time, including efforts to expand our business through (i) international expansion, (ii) product transformation and platform expansion, and (iii) launching new business initiatives, such as real estate development and the expansion of RH Hospitality, including by constructing our second RH Guesthouse in Aspen.
 We opened RH England in June 2023, RH Munich and RH D sseldorf in November 2023, RH Brussels in March 2024 and RH Madrid in June 2024. We have introduced a number of new product categories such as RH Modern, expanded the RH Hospitality offering, which includes integrated restaurants and wine bars in a number of our Galleries and in our Guesthouse, as well as other innovations such as our private jets, RH1 and RH2, and our luxury yacht, RH3. We are also investing in other new business initiatives, including business acquisitions and investments in joint ventures, such as those related to real estate development projects.
 We can provide no assurances that customers will respond favorably to, or that we will successfully execute on, such business initiatives or that we will be successful in expanding our operations into any new geographies, businesses and product lines.
 In particular, any new businesses we enter or expansion of our existing business into new markets, both domestically and internationally, may expose us to additional operational risks, such as risks related to political, social and economic instability and disruptions, government import and export controls, economic sanctions, embargoes or trade restrictions, the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures, risk to theft of proprietary information and/or intellectual property, currency fluctuation, supply chain and product sourcing, new regulatory regimes applicable to our products and increased compliance costs, including costs associated with compliance and disclosure, operational requirements and costs related to operating in new jurisdictions, difficulties in staffing and managing multi-national operations, including our locations and employees, limitations on our ability to enforce legal rights and remedies, potentially adverse tax consequences, and access to, or control of, networks and confidential information due to local government controls and vulnerability of local networks to cyber risks. We may be unsuccessful in adapting our operations to address such risks and we may determine to curtail and/or slow our international expansion initiative. If we are unable to successfully manage the risks associated with expanding our business internationally or adequately manage operational risks of our existing international operations, there could be a material adverse effect on our growth in global markets, our reputation and prospects, our consolidated results of operations, financial position and cash flows.
 As of February 1, 2025, we have an integrated RH Hospitality experience in 21 of our Gallery locations, including restaurants and wine bars, and based on the success of our hospitality offering to date, we plan to incorporate an integrated RH Hospitality offering in many of the new Galleries that we open in the future. In addition, we have one RH Guesthouse in New York and are constructing our second RH Guesthouse in Aspen. Although we have experienced a number of positive business outcomes from the RH Hospitality operations, there can be no assurance that these benefits will be sustained, that we will avoid operational or other complications from the hospitality business or that new aspects of our hospitality offering such as the launch of Guesthouses will be successful.

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 We often have incurred, and may in the future incur, substantial upfront costs for new business initiatives before we realize any corresponding revenue with respect to such initiatives. For example, as we continue to develop and invest in new business initiatives, such as the introduction of Guesthouses and the redevelopment of historical buildings into larger format bespoke Design Galleries in select major metropolitan markets, we may devote significant financial resources to a particular location before it opens to customers and generates revenue. Additionally, the amount of lead time and cost involved in the development of such initiatives may be greater than anticipated. If our future business initiatives do not achieve expected customer acceptance or generate sufficient revenues upon opening, we may not be able to recover the costs of our investment.
 In addition, we continue to pursue several new initiatives to improve our business, including refining our organizational structure, changing how we source and deliver products to our customers, and streamlining and realigning the senior leadership and personnel structure in our home office operations. We have also focused on elevating the customer experience, which includes improving our distribution and delivery of products and architecting a new fully integrated back-end operating platform, inclusive of the supply chain network, the home delivery experience as well as a new metric-driven quality system and company-wide decision data. We have focused on introducing new products and optimizing our merchandise assortment, including through selling slower moving, discontinued and other inventory through markdowns and our outlet channel, as well as enhancing and optimizing our product sourcing capabilities and adding new management information systems.
 Given the large number of organizational initiatives we are pursuing, as well as the complexity and untested nature of many of these efforts, there can be no certainty that we will succeed in executing these initiatives. We may not experience the operational or financial benefits we expect these improvements to generate and we may face unanticipated costs related to pursuing these initiatives, any of which could have a material adverse effect on our financial condition or results of operations.
 We have experienced significant fluctuations in the growth of our business and we may not experience high rates of growth in future periods.
 We have experienced significant fluctuations in the growth of our business in the past and may continue to experience wide fluctuations in our quarterly performance. We are currently engaged in a number of growth initiatives, including investments to elevate our brand, transform our products, expand our platform and improve our customer experience. There can be no assurance that these efforts will be successful or that we will not encounter other operational difficulties that may have a material negative impact on our growth and profitability. In addition, these initiatives may have near-term material negative impacts on our growth and profitability as we incur costs or pursue strategies that may not contribute to our profits and margins until future periods, if at all. Some factors affecting our business, including macroeconomic conditions and government policies, are not within our control. In prior periods, our results of operations have been adversely affected by weakness in the global economic environment. For example, we believe that the pandemic and the resulting trends in housing and consumption patterns drove increased demand in our business during a substantial portion of the pandemic, while the demand for home furnishings has since decreased as consumer demand has shifted into other areas such as travel and leisure. In addition, our rates of revenue growth have sharply fluctuated from quarter-to-quarter and we expect volatility in the rates of our growth to continue in future quarterly periods. Unique factors in any given quarter may affect period-to-period comparisons in our revenue growth, including the overall economic and general retail sales environment as well as factors affecting the housing market, such as high interest rates and mortgage rates, housing prices, the pace of housing construction, secondary market transactions in the housing market and other activities in the housing sector.
 Due to these kinds of factors, our results for any quarter are not necessarily indicative of the results that we may achieve for a full fiscal year. Our results of operations may also vary relative to corresponding periods in prior years. We believe that period-to-period comparisons of our results of operations are not necessarily meaningful and cannot be relied upon as indicators of future performance. We cannot assure you that we will succeed in offsetting any increases in our expenses with improved efficiency or price increases for our products and services or that cost increases associated with our business will not have a material adverse effect on our financial condition or results of operations.

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 We previously identified a material weakness in our internal controls over financial reporting and related weakness in our disclosure controls and procedures. Although these weaknesses have been remediated, any failure to establish and maintain effective disclosure controls and procedures and internal controls over financial reporting could result in material misstatements in our financial statements and failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition or results of operations.
 We are subject to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, which requires us to maintain internal control over financial reporting and to report any material weaknesses in such internal control. In addition, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting. Maintaining effective disclosure controls and procedures and effective internal controls over financial reporting are necessary for us to produce reliable financial statements and disclosure reports. Our disclosure controls and procedures and internal controls over financial reporting have in the past been subject to deficiencies and material weaknesses, and we cannot assure you that additional material weaknesses will not arise in the future.
 Our reporting obligations as a public company place significant requirements on our senior leadership team and we are required to devote substantial operational and financial resources and systems in order to meet those obligations and will continue to do so for the foreseeable future. In addition, we have experienced changes in personnel who are involved in our financial reporting. Changes in personnel, systems or procedures, as well as other events, may have an adverse impact on our internal controls and our disclosure controls and procedures. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of controls. Therefore, our internal control over financial reporting and disclosure controls and procedures may not prevent or detect misstatements because of their inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. There can be no assurance that our reporting infrastructure and personnel involved in financial reporting and disclosure controls and procedures have in the past complied, or will continue in the future to comply, with all of our applicable reporting obligations. If we fail to timely achieve and maintain the adequacy of our internal control over financial reporting and effective disclosure controls and procedures, we may not be able to produce reliable financial or SEC reports. Our failure to maintain the adequacy and effectiveness of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed, and we could fail to meet our financial and other reporting obligations.
 Changes in consumer spending and factors that influence spending of the specific categories of consumers that purchase from us may significantly impact our revenue and results of operations.
 Our business depends on consumer demand for our products and we target consumers of high-end home furnishings. As a result, we believe that our sales are sensitive to a number of factors that influence consumer spending generally, such as general economic conditions and the health and volatility of the stock market, and that our sales are particularly affected by the financial health of, and demand levels from, higher-end consumers. While the overall market for home furnishings may be influenced by factors such as employment levels, interest rates, new household formation and the affordability of homes for first-time home buyers, the higher-end of the housing market may be disproportionately influenced by other factors, including the number of foreign buyers in higher-end U.S. real estate markets, foreign currency volatility, the number of second and third homes being bought and sold, stock market volatility and illiquid market conditions, global economic uncertainty, inflation, decreased availability of income tax deductions for mortgage interest and state income and property taxes, and perceived capital appreciation prospects in higher-end real estate. In the past, many of these factors have adversely affected the high-end home furnishings market and consequently our business. These factors may make it difficult for us to accurately predict our operating and financial results for future periods, and we believe these factors could have a material adverse effect on our business and results of operations in future periods.

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 If we fail to successfully and timely deliver merchandise to our customers and manage our supply chain commensurate with demand, our results of operations may be adversely affected.
 We must successfully manage our supply chain and vendors in order to produce sufficient quantities of products that our customers wish to purchase in a timely manner. We must manage our inventory levels, including predicting the appropriate levels and type of inventory to stock within each of our distribution centers, such that our "in stock" position in merchandise correlates well to consumer demand and expected delivery times. Because much of our merchandise requires that we provide vendors with significant ordering lead times, often before market factors are known, we may not be able to source sufficient inventory to meet demand if our products prove more popular than anticipated. Various business conditions and operational initiatives, such as the launch of new products and changes in the global supply chain, require us to establish new vendor relationships and supply chain operations, which may expose us to new counterparty, regulatory, market or other risks. We have experienced periods in which some of our vendors were not able to meet customer demand for certain products resulting in significant back orders for goods, higher rates of cancellation on orders in process and, in some instances, loss of customer sales when orders could not be completed in a timely manner. If we are unable to accurately predict and track demand for our products, we may be required to mark down the price of certain products in order to sell excess inventory or we may be required to sell such inventory through our outlet stores. We expect these factors to continue from time to time as we add new product assortments and new merchandise categories into our business.
 Merchandise purchased from our vendors that is defective or otherwise does not meet our product quality standards could damage our reputation and brand image and harm our business, and we may not have adequate remedies against our vendors for such merchandise.
 From time to time, some of our merchandise has failed to meet our expectations and objectives concerning quality. Our emphasis on merchandise quality is increasing as we strive to elevate our brand. In recent periods we have recalled products due to quality or other issues and may recall others in the future. Despite our ongoing efforts to improve customer satisfaction, we may fail to maintain the level of quality for some of our products that is necessary to satisfy our customers. For example, our vendors may not adhere to our quality control standards, and we may not identify a quality deficiency before merchandise ships to our customers. Failure to supply our customers with high-quality merchandise in a timely and effective manner, additional product recalls, or any perception that we are not maintaining adequate sourcing and quality control processes could damage our reputation and brand image and lead to an increase in product returns, exchanges or customer litigation (including class-action lawsuits), increasing routine and non-routine litigation costs. In addition, social media may magnify any harm to our business, reputation and brand image. We are continually changing many aspects of our business processes, including improving product quality and enhancing sourcing and product availability, which may complicate our supply chain and quality control processes and result in quality issues or product recalls. Even if we detect that merchandise is defective or otherwise not in compliance with our product quality standards, we may not be able to return such products to the vendor or obtain a refund or other indemnification from the vendor. The limited capacities of certain of our vendors may constrain the ability of such vendors to replace any defective merchandise in a timely manner. Similarly, the limited capitalization and liquidity of certain of our vendors and their lack of insurance coverage for product recall claims may result in such vendors being unable to refund our purchase price or pay applicable penalties or damages associated with any such defects or resulting product recalls. Any of the foregoing risks, if realized, could have a material adverse effect on our business, reputation and brand image.
 Our business depends on the strength of our brand and continuing investments in our brand will be an important requirement for our future success.
 Our business depends in part on a strong brand image, and we continue to invest in brand development and advertising. Our increased focus on elevating RH as a luxury brand and plans for further international expansion further increase the importance of our brand image, position and reputation. Our brand image may be diminished if new products, services or other businesses fail to maintain or enhance our distinctive brand image. Additionally, our reputation could be jeopardized if we fail to maintain high standards for merchandise and service quality. With the growth in importance and the impact of social media, any negative publicity from product defects, recalls or service failures may be magnified and reach a large portion of our customer base in a short period of time, which could harm the value of our brand and, consequently, our financial performance. Any failure to maintain a strong brand image could have a material adverse effect on our sales and results of operations.

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 As a luxury brand, we rely on a number of initiatives to sustain our image and to promote our products in the marketplace. Our physical retailing presence, primarily in the form of our Galleries, is one of the most important initiatives that we use to display our product offerings. We also use our website and other digital efforts, as well as our Sourcebooks, to showcase a larger portion of our assortment. We continue to adjust and refine our strategy based on a variety of factors, including the success of the various initiatives that we adopt. Expenditures on our Sourcebook strategy have historically represented a substantial portion of our expense in advertising and promoting our business. We are adjusting our strategies with respect to the use of Sourcebooks, including the frequency and scope of mailings, the format of the Sourcebooks and the use of Sourcebooks as an advertising and promotional tool, including with respect to prospecting for new customers. There can be no assurance that we will be successful as we make changes to optimize our Sourcebook strategy. Future increases in shipping rates, paper costs or printing costs would have a negative impact on our results of operations to the extent that we are unable to offset such increases through increased sales or by raising prices, by implementing more efficient printing, mailing, delivery and order fulfillment systems, or by using alternative direct-mail formats.
 Competition in the home furnishings sector may adversely affect our future financial performance.
 The home furnishings sector is highly competitive. We compete with a number of other home furnishing retailers, including national and regional businesses, as well as new market participants. We also compete with the interior design trade and specialty stores, as well as antique dealers and other merchants that provide unique items and custom-designed products. We will face new competitors as we expand our business into new geographic markets. In addition, we compete with mail order catalogs and online retailers focused on home furnishings. There are an increasing number of online and digital-centric business models in the home furnishings sector and the impact of these competitors on other home furnishing businesses is uncertain. Our existing competitors or new entrants into our industry may use a number of different strategies to compete against us, including aggressive expansion, competitive pricing, different approaches to advertising and marketing, and expansion into markets where we currently operate. Competition from any of these sources could cause us to lose market share, revenues and customers, increase expenditures, divert resources to new or responsive business initiatives and slow the rate of our growth and adversely affect our business and results of operations. There can be no assurance that such competitors will not be more successful than us, based on imitation of our products or strategies or through other competitive initiatives, or that we will be able to continue to maintain a leadership position in style and innovation or product position in the future. Many of our competitors seek to compete with us by offering products that are similar to our merchandise at lower price points. Some of our competitors have taken an aggressive approach to expansion of operations and introducing new stores and products that compete with our business. To the extent that we do not respond effectively to these and other sources of competition to our business, we may lose market share to our competitors and suffer negative consequences to our business and results of operations.
 We are subject to risks associated with our dependence on foreign manufacturing and imports for our merchandise.
 Based on total dollar volume of purchases for fiscal 2024, 72% of our products were sourced from Asia, including 35% from Vietnam, 23% from China and the remainder predominantly from Indonesia and India, 18% from North America, including 10% from the U.S., as well as 10% from Europe and other countries. In addition, some of the merchandise we purchase from vendors in the U.S. also depends, in whole or in part, on vendors located outside the U.S. As a result, our business highly depends on global trade, as well as any trade and other factors that impact the specific countries where our vendors' production facilities are located. Our future success will depend in large part upon our ability to maintain our existing foreign vendor relationships and to develop new ones, and any changes in trade dynamics that might dictate changes in the locations for sourcing of products. In addition, we face risks related to the ability of our vendors to scale their operations, whether in connection with new products we introduce, or new production manufacturing locations added to our supply chain, which in some cases would require substantial ongoing investments to support additional capacity. In addition, we have previously encountered difficulties in the ability of our vendors to scale production commensurate with demand from our customers. While we rely on long-term relationships with many of our vendors, we do not rely on long-term contracts with our vendors and generally transact business with them on an order-by-order basis.

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 Many of our imported products are subject to existing duties, tariffs and other similar trade restrictions that may limit the quantity or affect the price of some types of goods that we import into the U.S., United Kingdom, Canada and Europe. We typically seek to reduce our exposures to any anti-dumping duties by minimizing our sourcing of products from countries where anti-dumping duties apply, however, such duties may apply to our products in the future, which in turn may cause us to reconsider sourcing certain targeted product groupings. In addition, substantial regulatory uncertainty exists regarding international trade relations and trade policy. An introduction of new duties, tariffs, quotas or other similar trade restrictions, or increases in existing duties or tariff rates, on products imported into the U.S., United Kingdom, Canada and Europe, whether actual, pending or threatened, may have a negative impact on our results of operations. Significant uncertainty exists as to whether and when tariffs may be reduced or imposed, and what countries may be implicated. Given that we cannot reasonably predict the timing or outcomes of trade actions by the U.S. government or other countries, the impact of such actions on our business and results of operations remains uncertain. Additionally, such uncertainties, even if not directly applicable to our imported products, may have a negative influence on the domestic and international economy generally and indirectly reduce market demand for our products.
 Recent events, including the U.S. presidential election, have resulted in substantial regulatory uncertainty regarding international trade and trade policy. For example, President Trump and members of the U.S. Congress have called for substantial changes to tax policies, including the possible implementation of a border tax. The Trump administration has also raised the possibility of other initiatives that may affect importation of goods including renegotiation of trade agreements with other countries and the introduction of new or increased import duties or tariffs with respect to products from a number of different countries. The U.S. has imposed or proposed the imposition of new tariffs on products imported into the U.S. from a number of countries, including China, Mexico, Canada and other countries and could propose additional tariffs or increases to those already in place. A significant subset of our products sourced from China has been affected by increased tariffs imposed in 2018, 2019 and 2025 and may be subject to further increased tariffs. We rely upon vendors outside of the U.S. for the substantial majority of our products. The possible implementation of a border tax or new or increased tariffs could materially increase our cost of goods sold with respect to merchandise that we purchase from vendors who manufacture products outside the U.S., which could in turn require us to increase our prices and, in the event consumer demand declines as a result, negatively impact our results of operations. Furthermore, certain of our competitors may be better positioned than us to withstand or react to border taxes, tariffs or other restrictions on global trade and as a result, we may lose market share to such competitors. Due to broad uncertainty regarding the timing, content and extent of any regulatory changes in the U.S. or abroad, we cannot predict the impact, if any, that these changes could have to our business, financial condition and results of operations.
 We also face uncertainty in the interpretation of new tariffs and their applicability, including with respect to customs valuation, product classification and country-of-origin determinations. Although we and our vendors seek to comply with applicable customs laws and regulations, the application of rules regarding new tariffs can be subject to varying interpretations or future re-interpretations. It is possible that U.S. Customs and Border Protection or other relevant authorities could, upon review or audit, disagree with the valuation, rules of origin or classification methods applied to certain merchandise. Any such disagreement could result in the retroactive assessment of additional duties with interest, the imposition of penalties, or other enforcement actions without the ability to mitigate such penalties, thereby adversely affecting our operations or financial results.
 In addition, the U.S. Government has imposed import restrictions under the Withhold Release Orders and under the Uyghur Forced Labor Prevention Act for goods such as cotton, aluminum, polysilicon, and other targeted input products originating from the Xinjiang Uyghur Autonomous Region which may induce greater supply chain compliance costs and delays to us and to our vendors. We may not be able to anticipate the exact contours of tariffs and other burdens on global trade that become applicable and our efforts to respond to these circumstances may be inadequate. In particular, we may not be able to receive or sustain adequate pricing concessions from our vendors with respect to applicable tariffs and any applicable pricing increases that we seek to pass through to our customers may not be successful in achieving our objectives. Our sales may fall in response to any price increases and our vendors may not be able to support the level of pricing concessions that we seek.

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 Our dependence on foreign imports makes us vulnerable to other risks associated with products manufactured abroad, including, among other things, risks of damage, destruction or confiscation of products while in transit to our U.S. distribution centers; product quality control charges; trade restrictions, including without limitation trade sanctions and the loss of "most favored nation" trading status by our foreign trading partners with the U.S.; work stoppages, including without limitation as a result of events such as longshoremen strikes; transportation issues and other delays in shipments, including without limitation as a result of heightened security screening and inspection processes or other port-of-entry limitations or restrictions in the U.S. or Europe; freight cost increases; political unrest; foreign government regulations; increased labor costs and other similar factors that might affect the operations of our vendors in or transacting with third parties in specific countries, such as China, Russia, Ukraine and the Middle East; and other restrictions resulting from geopolitical tensions.
 In addition, there is a risk of compliance violations by our vendors, which could lead to adverse consequences related to the failure of our vendors to adhere to applicable manufacturing requirements or other applicable rules or regulations. Any such noncompliance could have an adverse impact on our business and may result in product recalls, regulatory action, product liabilities, investigation by governmental agencies and other similar adverse consequences. Any failure by our vendors outside the U.S. to adhere to applicable legal requirements or our global compliance standards, such as fair labor standards and prohibitions on forced labor and child labor, could give rise to a range of adverse consequences, including supply chain disruption, potential liability, harm to our reputation and brand, and boycotts by consumers or special interest groups, any of which could negatively affect our business and results of operations.
 Our growth strategy and performance depend on our ability to purchase quality merchandise in sufficient quantities at competitive prices, including products that are produced by artisans and specialty vendors. Any disruptions we experience in our ability to obtain quality products in a timely fashion or in the quantities required could have a material adverse effect on our business.
 We purchase substantially all of our merchandise from a number of third-party vendors. Many such vendors are the sole sources for particular products, and we generally transact business with such vendors on an order-by-order basis without any long-term or other contractual assurances of continued supply, pricing or access to new products with our vendors. Therefore, we may be dependent on particular vendors that produce popular items, and any vendor could discontinue selling to us at any time. In addition, the expansion of our business into new markets or new product categories could put pressure on our ability to source sufficient quantities of our products from such vendors. In the event that one or more of our vendors is unable or unwilling to meet the quantity or quality of our product requirements, we may not be able to develop relationships with new vendors in a manner that is sufficient to supply the shortfall. We also may be required to develop such new vendor relationships in response to changes in our supply chain. Even if we do identify such new vendors, we may experience product shortages and customer backorders as we transition our product requirements to incorporate alternative suppliers.
 Furthermore, our growth strategy includes expanding our product assortment, and our performance depends on our ability to purchase our merchandise in sufficient quantities at competitive prices. However, many of our key products are produced by artisans, specialty vendors and other vendors that are small, undercapitalized or that may have limited production capacity, and we have from time to time in prior periods experienced supply constraints that have affected our ability to supply high demand items or new products due to such capacity and other limits in our vendor base. A number of our vendors, particularly our artisan vendors, may have limited financial or other resources and operating histories and may receive various forms of credit from us, including with respect to payment terms or other arrangements such as unsecured advance payments from us for orders. We also have provided financial support to some of our vendors seeking to expand or optimize their operations in order to meet our orders for products and any failure of such vendors to meet their financial or operational objectives may have a material adverse effect on our results of operations.
 Because the arrangements with our vendors are generally not exclusive, many of our vendors might be able to sell similar or identical products to our competitors or directly to consumers. Our competitors may enter into arrangements with suppliers that could impair our ability to sell those suppliers' products, including by requiring suppliers to enter into exclusive arrangements, which could limit our ability to enter into arrangements with such suppliers or otherwise access their products. Such competitors may also purchase products in significantly greater volume than we do, which may enable them to sell the products at reduced cost or flood the market with similar products. Any difficulties that we experience in our ability to obtain products in sufficient quality and quantity from our vendors could have a material adverse effect on our business.

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 Our results may be adversely affected by fluctuations in raw materials, energy and transportation costs and currency exchange rates.
 Increases in the prices of the components and raw materials used in our products and other costs such as transportation could negatively affect the sales of our merchandise and our product margins. For example, in recent periods the cost of sourcing our products has come under pressure from increased prices for raw materials and shipping, and tariffs and other trade restrictions and other costs. Our business may also be affected by changes in currency exchange rates and as we expand our business internationally, we may be increasingly exposed to risks related to currency values. Changes in prices for raw materials, energy and transportation and fluctuations in currency exchange rates are dependent on a number of factors beyond our control, including macroeconomic factors that may affect commodity prices (including prices for oil, lumber and cotton); changes in supply and demand; general economic conditions; rising interest rates; inflation; significant political events; labor costs; natural disasters, including as a result of climate change; duties and tariffs and other similar factors. Depending on the nature of changes in these different factors that affect our business, we may experience an adverse impact on our business for different reasons, such as increased costs of operation or lower demand for our products. Changes in the value of the U.S. dollar relative to foreign currencies, including the Vietnamese dong and Chinese yuan, may increase our vendors' cost of business and ultimately our cost of goods sold, selling, general and administrative expenses, as well as our other expenses. If we are unable to pass such cost increases on to our customers or the higher cost of the products results in decreased demand for our products, our results of operations could be harmed.
 We are subject to risks associated with occupying substantial amounts of space, including future increases in occupancy costs. We are pursuing various alternatives to traditional leasing arrangements of our Gallery locations that may subject us to a range of risks related to real estate development, including risks related to construction and development of locations, risks related to the financing of commercial real estate and the market for commercial real estate.
 We lease nearly all of our retail locations, our outlet stores, our corporate headquarters, other storage and office space, and our distribution and home delivery facilities. The initial lease term of our retail locations generally ranges from ten to fifteen years, and certain leases contain renewal options for anywhere from ten to twenty-five years. The initial lease term for one of our Design Galleries is forty-six years and contains a renewal option for five years. Most leases for our retail locations provide for a minimum rent, typically including escalating rent amounts, plus a percentage rent based upon sales after certain minimum thresholds are achieved, as well as common area maintenance charges, real property insurance and real estate taxes.
 We are currently pursuing several other models for the transformation of our real estate beyond a traditional leasing approach, including a real estate development model, a joint venture model and a capital light model. While these alternative models are designed to achieve superior financial returns to traditional real estate lease structures for a retail business, some of these new ways of operating will expose us to a range of different risks. Various aspects of our multi-tier real estate strategy may expose us to new forms of risk versus our traditional leasing model. Our strategies include, (1) our real estate development model where we expect either to do a sale-leaseback transaction or to pre-sell the property and structure the transaction such that the capital to build the project is advanced by the buyer during construction, (2) various joint venture approaches, where we share the upside of the development with third parties such as the developer/landlord and (3) our "capital light" leasing deals, where a substantial portion of the capital requirement would be funded by the landlord.
 In fiscal 2020, we entered into equity method investments in connection with real estate development initiatives in Aspen, Colorado with a third-party real estate development partner (the "Aspen Development Partner"). The investments include properties that will be developed into retail locations, hospitality concepts, residential developments and workforce housing projects. We have also selected Aspen as the location to develop the first RH Ecosystem inclusive of an RH bespoke Design Gallery, RH Guesthouse, RH Bath House & Spa, RH Restaurants and our first RH Residences. We are currently constructing our RH Guesthouse in Aspen. We plan to operate the RH branded businesses and be a real estate investor and partner for the remaining properties.
 In fiscal 2022, we entered into additional real estate joint venture transactions with entities affiliated with our Aspen Development Partner with respect to various properties that we expect will ultimately be developed and may in numerous instances be leased in whole or in part by RH now or in the future for new RH Galleries or other RH business concepts.

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 These new approaches might cause us to pursue complicated real estate transactions and may require additional capital investment and could present different risks related to the ownership and development of real estate compared to those risks associated with a traditional store lease with a landlord. Risks we may experience in connection with this new development model include increased demands on our leadership team related to the operational complexity of engaging in real estate and construction development activities that are not within our traditional areas of operational expertise as well as greater financial exposure if our plans for the relevant real estate are not as successful as we originally anticipate or if the value of the real estate we acquire or invest in subsequently decreases. Pursuing multiple different paths for addressing our real estate needs may create various other risks including (i) conflicting financial incentives and objectives of third parties involved in our real estate development projects, including our joint venture partner, (ii) increased complexity of concurrently pursuing multiple different models for Gallery development, and (iii) challenges related to the time and costs of real estate development and construction as well as the need for additional capital and risks related to resale of real estate projects. These risks could distract our senior leadership team's focus, strain our operational resources and personnel, or expose us to new regulatory or tax regimes in which we must develop expertise.
 Several of our new real estate development strategies expose us to additional risks related to operating in commercial real estate from a development perspective. Such risks include the cost and financing of the acquisition of real estate interests, market risks related to real estate prices, the time and costs related to developing real estate projects, including construction and development risks and other factors that affect the commercial real estate industry more generally. We have not historically operated directly in all phases of real estate development, including managing all aspects of construction of large-scale real estate projects. With respect to a number of our Gallery development projects, we are broadly undertaking increased development risk with respect to our real estate investments and have experienced development cost overruns, construction delays and other negative factors which could expose us to increased downside risks as we continue to pursue these strategies, such as operational and financial challenges related to later than expected openings of new Galleries as well as substantial increases in our costs.
 Our ability to renegotiate favorable terms on an expiring lease, to arrange for the sale of an owned property or to negotiate favorable terms for a suitable alternate location could depend on conditions in the real estate market, competition for desirable properties, our relationships with current and prospective landlords and other factors that are not within our control. Our inability to enter into new leases or renew existing leases on terms acceptable to us or be released from our obligations under leases or other obligations for locations that we close could materially adversely affect our business and results of operations.
 A number of factors that affect our ability to successfully open new Galleries within the time frames or cost parameters that we initially target or optimize our store footprint are beyond our control, and these factors may harm our ability to execute our strategy to transform our real estate, which may negatively affect our results of operations.
 We are focused on sizing our assortments and our Galleries to the potential of the market by adjusting the square footage and number of Galleries on a geographic market-by-market basis. We plan to optimize our real estate by continuing to open larger square footage Galleries in key markets and relocating or closing selected Galleries in these or adjacent markets. In addition, we have developed alternative Design Gallery formats with varying sizes that are suited to many smaller and mid-sized North American markets, and we are testing this approach as we open new Galleries in different new locations. We intend to continue to open bespoke Design Galleries in important second home markets and larger bespoke Design Galleries in top domestic and international markets. We also expect to continue to open smaller Interior Design Offices in some new markets. When we introduce new Galleries in a particular market or make changes to or close existing Galleries, we must make a series of decisions regarding the size and location of new Galleries (or the existing Galleries slated to undergo changes or closure), the impact to our business of the change or closure on our other existing Galleries in the area, or being without a Gallery presence or "out of the market" in an area when we close a Gallery.

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 We have experienced delays in opening some new Galleries and may experience further delays in the future. We also have incurred higher than expected levels of capital and other expenditures associated with the opening of some of our new Gallery locations. In addition, construction costs and the price of construction materials have increased substantially in recent years. While we are adopting various measures to improve the efficiency and effectiveness of our real estate development efforts with respect to opening new Galleries, the strategies may not be effective or have the effects that we anticipate. Any of the above challenges or other similar impediments could delay or prevent us from completing store openings and adversely affect the return on investment that we target from these initiatives. To the extent that we experience delays in the opening of a store or cost overruns, our results of operations will be negatively affected as we could incur various costs during a delay without associated store revenue at such location and such delays and increased costs could impact our overall return on investment and profit goals for some locations. Unfavorable economic and business conditions and other events could also interfere with our plans to expand or modify store footprints. Changes in regulation or increases in building or construction costs, including with respect to the cost of building materials, could result in unanticipated increases in real estate development costs or delays in the completion of our real estate projects. Our failure to effectively address challenges such as those listed above could adversely affect our ability to successfully open new Galleries or change our store footprint in a timely and cost-effective manner and could have a material adverse effect on our business, results of operations and financial condition.
 If we are unable to successfully optimize and operate our fulfillment centers, furniture home delivery centers and other aspects of our supply chain and customer delivery network, or if we are not able to fulfill orders and deliver our merchandise to our customers in an effective manner, our business and results of operations will be harmed.
 Our business depends upon the successful operation of our fulfillment centers, furniture home delivery centers and other aspects of our supply chain and customer delivery network, as well as upon our order management and fulfillment services. The efficient flow of our merchandise requires that our facilities have adequate capacity to support our current level of operations and any anticipated increased levels that may follow from any growth of our business.
 We are continually engaged in efforts to improve the quality of our customer experience as well as productivity and efficiency, which includes making changes to the way in which we operate our fulfillment centers, furniture home delivery centers and other aspects of our supply chain and customer delivery network. There can be no assurance, however, that any of these efforts will be successful or that we will not encounter additional difficulties in achieving higher levels of customer satisfaction.
 We also are engaged in initiatives to introduce new products and to optimize our merchandise assortment and inventory levels to meet current and future demand, and in order to realize the anticipated benefits of such initiatives, we have focused on optimizing the use of our fulfillment centers, furniture home delivery centers and outlets. For example, we have consolidated our fulfillment center network and reconfigured our furniture home delivery centers in order to streamline our operations. Not all of these initiatives have worked in the manner that we originally anticipated and in some instances the investments we have made in changes to our home delivery have not returned corresponding benefits commensurate with the costs to us. While we believe that these efforts will allow us to more efficiently manage our inventory and optimize our uses of capital, in the short term, such strategies may result in additional costs, including increased freight costs and lease early termination fees. Furthermore, in the past, during periods of significant customer growth and demand, our fulfillment centers often run at capacity. If we fail to accurately anticipate the future capacity requirements of our fulfillment centers, we may experience delays and difficulties in fulfilling orders and delivering merchandise to customers in a timely manner. We also may be unable to remedy such issues quickly due to operational difficulties, such as disruptions in transitioning fulfillment orders to the new fulfillment facilities, competition for distribution facility space and problems associated with operating new facilities or reducing the size and changing functions of existing facilities. These difficulties can result in a negative experience for our customers and could have a material adverse effect on our results of operations.

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 We currently rely upon independent third-party transportation providers for the majority of our product shipments, which subjects us to certain risks.
 We currently rely upon independent third-party transportation providers for product shipments from our vendors to our fulfillment centers, home delivery centers and retail locations and to our customers outside of certain areas. Our utilization of third-party delivery services for shipments is subject to risks, including increases in rates and fuel prices, which would increase our shipping costs, as well as strikes, work stoppages, port closures, disruption to shipping routes and inclement weather, which may impact shipping companies' abilities to provide delivery services that adequately meet our shipping needs. For example, strikes or even threat of strikes involving longshoreman and clerical workers at ports in the past have completely shut down such ports for periods of time, impacting retail and other industries. If we change shipping companies, or are forced to reroute our shipments, we could face logistical difficulties that could adversely affect deliveries and we would incur costs and expend resources in connection with such changes. Moreover, we may not be able to obtain terms as favorable as those received from the third-party transportation providers we currently use, which in turn would increase our costs. Any of the foregoing risks, if realized, could have a material adverse effect on our business, financial condition and results of operations.
 Our operations have significant liquidity and capital requirements and depend on the availability of adequate financing and sources of capital on reasonable terms. We have elected to raise substantial amounts of capital through debt which exposes our business to risks related to obligations of indebtedness, including the variable interest rate of such indebtedness as well as the other terms and conditions of our debt financing and the need to manage our financial resources in order to repay such debt in accordance with its terms.
 We have historically relied on the availability of debt financing as one primary source of capital in order to fund our operations, including borrowings under our revolving line of credit under our ABL Credit Agreement (as defined under the section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations). We have also incurred indebtedness to finance other strategic initiatives, including our share repurchase programs, and we may continue to incur indebtedness to support such initiatives in the future.
 On October 20, 2021, Restoration Hardware Inc. ("RHI"), a wholly owned subsidiary of RH, entered into the Term Loan Credit Agreement (as defined under the section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations) with respect to an initial term loan in an aggregate principal amount equal to $2,000 million with a maturity date of October 20, 2028. On May 13, 2022, RHI entered into the 2022 Incremental Amendment (as defined under the section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations) with respect to incremental term loans in an aggregate principal amount equal to $500 million with a maturity date of October 20, 2028 (collectively, with the initial $2,000 million raised pursuant to the Term Loan Credit Agreement, the "Term Debt"). Our existing indebtedness, including the Term Debt and any other indebtedness we may incur in the future, could have significant consequences on our future operations and financial results, including:
 making it more difficult for us to meet our obligations;
 reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions or strategic investments and other general corporate requirements, and limiting our ability to obtain additional financing for these or other purposes;
 subjecting us to increased interest expense related to the variable interest rate terms of our ABL Credit Agreement and Term Debt as well as the terms of any other indebtedness we may incur with variable interest rates in the event that we do not hedge the associated interest rate risk of such variable interest rate indebtedness and we experience increased interest rates;
 limiting our flexibility in planning for, or reacting to (and increasing our vulnerability to), changes in our business, the industry in which we operate and the general economy; and
 placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.
 Any of the foregoing factors could have a material adverse effect on our business, financial condition, results of operations, or ability to meet our payment obligations.

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 Our ABL Credit Agreement and Term Debt contain various restrictive covenants, including, among others, limitations on the ability to incur liens, make loans or other investments, incur additional debt, issue additional equity, merge or consolidate with or into another person, sell assets, pay dividends or make other distributions, or enter into transactions with affiliates. These restrictive covenants may limit the amount of borrowings available to us under our ABL Credit Agreement and our operational and financial flexibility. We may face financial and contractual consequences to the extent we are not able to maintain our compliance with such covenants, which could have a material adverse effect on our business, financial condition and results of operations.
 We will have significant capital requirements for the operation of our business in the near term if we are to continue to pursue all of our current business initiatives. We have substantial capital requirements related to investments in our business, our real estate strategy, our international expansion, the development of new businesses and our significant number of concurrent initiatives. We have invested significant capital expenditures in remodeling and opening new Galleries, and these capital expenditures have increased in the past and may continue to increase in future periods as we open additional Design Galleries, which may require us to undertake upgrades to historical buildings or construction of new buildings. During fiscal 2024, our adjusted capital expenditures were $282 million in aggregate, net of cash related to landlord tenant allowances of $28 million. In addition, we also received tenant allowances under finance leases subsequent to lease commencement of $4.8 million, which are reflected as a reduction to principal payments under finance leases within financing activities on the consolidated statements of cash flows. We expect to continue to incur significant capital expenditures in respect of new Galleries and other initiatives in fiscal 2025, but the exact scope of our capital plans in future fiscal years, including fiscal 2025, will depend on a variety of factors such as the level of gross capital expenditures that we undertake in our business, the amount of any proceeds from the sale of assets, including sales of real estate, and the way that our business performs. Our capital expenditures in connection with our expansion plans and other investments may require us to rely significantly on our existing credit facilities and other sources of financing, which could increase our exposure to various risk, including the availability of adequate capital to fund our investments. We may elect to pursue additional capital expenditures beyond those that are anticipated during any given fiscal period inasmuch as our strategy is to be opportunistic with respect to our investments and we may choose to pursue certain capital transactions based on the availability and timing of unique opportunities.
 At various times we have elected to incur substantial levels of aggregate indebtedness in connection with our business, including in connection with our share repurchase program. Although we have previously been successful in reducing such indebtedness due in part to the strong cash flow of our business, we may in the future elect to incur further debt in addition to the $2.5 billion of Term Debt that we borrowed. Existing and future increases in debt and in the aggregate level of our indebtedness could expose us to greater risks in the event of a financial or operational downturn or other events, including unanticipated adverse developments that affect our financial performance or the ability to access financial markets. To the extent we pursue additional debt as a source of liquidity, our capitalization profile may change and may include significant leverage, and as a result we may be required to use future liquidity to repay such indebtedness and may be subject to additional terms and restrictions which affect our operations and future uses of capital. Our ability to raise funds will depend in part on the capital markets and our financial condition at such time and we cannot assure you that we will be able to raise necessary funds on favorable terms, if at all, or that future financing requirements would not be dilutive to holders of our capital stock. If we fail to raise sufficient additional funds, we may not be able to meet our payment obligations under our convertible senior notes and other debt obligations. We may also be required to delay or abandon some of our planned future expenditures or aspects of our current operations.
 In addition, while we anticipate that we should be able to repay our debt maturities as they come due, there can be no assurance that we will have sufficient financial resources at the maturity of any specific indebtedness, whether upon its stated maturity or otherwise. If we cannot generate sufficient cash to meet our debt obligations or fund our other business needs, we may, among other things, need to refinance our debt, obtain additional financing, delay planned capital expenditures or sell assets. We may not be able to generate sufficient cash through any of the foregoing. If we are not able to arrange financing to repay our debt obligations, or to extend the maturities of existing debt, otherwise refinance our obligations or raise funds as needed, we may experience a material adverse effect on our business and operations.

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 Our business is dependent on certain key personnel; if we lose key personnel or are unable to hire additional qualified personnel, our business may be harmed.
 The success of our business depends upon our ability to retain certain key personnel, particularly our Chairman and Chief Executive Officer, Gary Friedman, and our ability to attract and retain additional qualified key personnel in the future. We have experienced a number of changes in our senior leadership in recent years and face risks related to losses of key personnel, particularly in key senior leadership positions. Any disruption in the services of our key personnel could make it more difficult to successfully operate our business and achieve our business goals and could adversely affect our results of operation and financial condition. These changes could also increase the volatility of our stock price.
 Many of our key personnel periodically travel together while on company business. We do not have a policy that prohibits key officers and directors from flying together, whether flying commercially or in our corporate aircraft. We face risks related to any loss of key personnel that might arise as a result of such travel arrangements. In addition, we do not maintain key man life insurance policies on any of our key personnel. As a result, we may not be able to cover the financial loss we may incur by losing the services of any of our key personnel.
 Competition for qualified employees and personnel is intense, particularly in the retail and hospitality industry. In addition, in the San Francisco Bay Area, where our headquarters are located, there is a high cost of living and vigorous competition for qualified personnel. The process of identifying personnel with the combination of skills and attributes required to carry out our goals is often lengthy and the cost of securing the right talent can be substantial. Our success depends to a significant degree upon our ability to attract, retain and motivate qualified senior leadership, marketing and sales personnel, and store managers, and upon the continued contributions of these people. In addition, our complex operations require the services of qualified and experienced senior leadership personnel with expertise in areas that include information technology and supply chain management. We cannot assure you that we will be successful in attracting and retaining qualified executives and personnel. In addition, we are pursuing a dynamic business model which is subject to a number of new business initiatives as we seek to optimize our business and financial performance. As a result of the ongoing evolution of our business, we frequently implement changes to our organizational design in order to more closely align our senior leadership structure with the needs of the business. In connection with such changes to our senior leadership structure, we also implement changes in personnel and reductions in force, which may result in us incurring severance costs and other reorganization charges and expenses. Changes in our organizational structure may also have an impact on retention of personnel.
 Inasmuch as our success depends in part upon our ability to attract, motivate and retain a sufficient number of store and other employees who understand and appreciate our corporate culture and customers, turnover in the retail industry and food and beverage industry is generally high. Excessive turnover will result in higher employment costs associated with finding, hiring and training new employees. If we are unable to hire and retain store and other personnel capable of consistently providing a high level of customer service, our ability to open new Galleries, service the needs of our customers and expand our hospitality business may be impaired, the performance of our existing and new Galleries and operations could be materially adversely affected and our brand image may be negatively impacted.
 Material damage to, or interruptions in, information systems as a result of external factors, staffing shortages, cybersecurity breaches or cyber fraud, or difficulties in updating our existing software or developing or implementing new software could have a material adverse effect on our business or results of operations, and we may be exposed to risks and costs associated with protecting the integrity and security of our customers' information.
 We depend largely upon our information technology systems in the conduct of all aspects of our operations, many of which we have only adopted and implemented within the past several years or are in the midst of implementing. These systems can be complex to develop, maintain, upgrade and protect against emerging threats, and we may fail to adequately hire or retain adequate personnel to manage our information systems, we may fail to accurately gauge the level of financial and managerial resources to invest in our information systems, or we may fail to realize the anticipated benefits of resources invested in our information systems particularly as our business changes as a result of the many initiatives that we are pursuing. Any material interruptions or failures in our systems or the products or systems of our third-party vendors or other third parties that we share data with may have a material adverse effect on our business or results of operations.

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 Over the last several years, there has been a substantial increase in the scope of reported cybersecurity threats and attacks. During this time, we have experienced numerous cybersecurity threats and have had to expend increasing amounts of human and financial capital to address this issue. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers and may be breached due to error, malfeasance or other disruptions that could result in unauthorized disclosure or loss of sensitive data. Because techniques used to obtain unauthorized access to networks, or to sabotage systems, are constantly evolving and generally are not recognized until launched against a target, we may be unable to anticipate applicable threats or vulnerabilities in our systems and processes and may fail to implement adequate preventative measures. We expect that these cybersecurity threats will continue and that the scope of sophistication of these efforts may increase in future periods. While we aim to remediate known vulnerabilities and identified breaches on a timely basis, and to adopt countermeasures to address risks, we do not expect that our efforts will eliminate these risks or result in a 100% success rate in thwarting attacks. Any failure to address vulnerabilities or breaches in a timely and comprehensive matter, including shortcomings in our efforts to timely replace and upgrade network equipment, servers, or other technological assets, could result in a serious adverse event with respect to our systems and business operations.
 Furthermore, our operations are also dependent on the information technology systems and cybersecurity measures of third parties, including our vendors, who may also experience cybersecurity attacks. In addition, our information systems can face risks to the extent we acquire new businesses but are not able to quickly or comprehensively integrate such acquired businesses into our policies and procedures for addressing cybersecurity risks or identify and address weaknesses in such acquired entity's information systems. If we are unable to protect sensitive data, including complying with evolving information security, data protection and privacy regulations, our customers' data, our employees' data, our intellectual property, and other third-party data (such as subcontractors, suppliers and vendors) could be compromised, which could adversely affect our business.
 In addition, for our business to function successfully, we and other market participants must be able to handle and transmit confidential and personal information securely, including in customer orders placed through our website. That information includes data about our customers, including personally identifiable information and credit card information, as well as sensitive information about our vendors and workforce, including social security numbers and bank account information. Various jurisdictions have enacted additional laws and regulations to protect consumers against identity theft, including laws governing the treatment of personally identifiable information. For example, in California, the California Consumer Privacy Act (the "CCPA"), which went into effect on January 1, 2020, imposes requirements on companies handling data of California residents. The California Privacy Rights Act, which became effective January 1, 2023, amends and expands the CCPA, including by expanding consumer's rights in their personal information and creating a new governmental agency to interpret and enforce the statute.
 Foreign laws and regulations relating to privacy, data protection, information security, and consumer protection often are more restrictive than those in the U.S. The European Union, for example, traditionally has imposed stricter obligations under its laws and regulations relating to privacy, data protection and consumer protection than the U.S. In the European Union, the General Data Protection Regulation ("GDPR") governs data practices and privacy. The GDPR requires companies to meet more stringent requirements regarding the handling of personal data of individuals in the European Union than were required under predecessor European Union requirements. The United Kingdom has implemented legislation similar to the GDPR, including the U.K. Data Protection Act and legislation similar to the GDPR referred to as the U.K. GDPR.
 Any actual or perceived inability to comply with applicable privacy or data protection laws, regulations, or other obligations could result in significant cost and liability, litigation or governmental investigations, damage our reputation and adversely affect our business.

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 These laws have increased the costs of doing business and, if we fail to implement appropriate safeguards or we fail to detect and provide prompt notice of unauthorized access as required by some of these laws, we could be subject to potential claims for damages and other remedies. If we were required to pay any significant amount in satisfaction of claims under these laws, or if we were forced to cease our business operations for any length of time as a result of our inability to comply fully with any such law, our business, results of operations and financial condition could be adversely affected. We may also incur legal costs if we are required to defend our methods of collection, processing and storage of personal data. Investigations, lawsuits, or adverse publicity relating to our methods of handling personal data could result in increased costs and negative market reaction. We expect that new laws, regulations and industry standards will continue to be proposed and enacted relating to privacy, data protection, marketing, advertising, consumer communications and information security in the U.S., the U.K, the European Union and other jurisdictions, and we cannot determine the impact such future laws, regulations and standards may have on our business. If our systems, or those of third parties on whom our business depends, are damaged, interrupted or subject to unauthorized access, information about our customers, vendors or workforce could be stolen or misused. Any security breach could expose us to risk of data loss, fines, litigation and liability and could seriously disrupt our operations and harm our reputation, any of which could adversely affect our business. We may be subject to one or more claims or lawsuits related to the intentional or unintentional release of confidential or personal information, including personally identifiable information about our customers, vendors or workforce. In addition to the possibility of fines, lawsuits and other claims, we could be required to expend significant resources to change our business practices or modify our service offerings in connection with the protection of personally identifiable information, which could have a material adverse effect on our business. Any breach could also cause consumers to lose confidence in the security of our website and information technology systems and choose not to purchase from us.
 We are also subject to payment card association rules and network operating rules, including data security rules, certification requirements and rules governing electronic funds transfers, which could change over time. For example, we are subject to payment card industry data security standards, which contain compliance guidelines and standards with regard to our security surrounding the physical and electronic storage, processing and transmission of individual cardholder data. In addition, if our internal systems are breached or compromised, we may be liable for card reissuance costs, subject to fines and higher transaction fees and lose our ability to accept credit and/or debit card payments from our customers, and our business and operating results could be adversely affected.
 We currently maintain insurance to protect against cybersecurity risks and incidents. However, there can be no assurance that such insurance coverage will be available in the future on commercially reasonable terms or at commercially reasonable rates. In addition, insurance coverage may be insufficient or may not cover certain cybersecurity losses and liability.
 We face product-related liability risks and certain of our products may be subject to recalls or other actions by regulatory authorities, and any such recalls or similar actions could have a material adverse effect on our business and reputation.
 We face product liability, product safety and product compliance risks relating to the design, manufacturing, raw material sourcing, testing, contents, importation, sale, use and performance of some of our products. The products we sell must be designed and manufactured to be safe for their intended purposes. Some of our products must comply with certain federal and state laws and regulations. For example, some of our products are subject to the Consumer Product Safety Act, as amended by the Consumer Product Safety Improvement Act of 2008 and the Federal Hazardous Substances Act, which empower the Consumer Product Safety Commission (the "CPSC") to establish product bans, substance bans, substance limits, performance requirements, test methods and other compliance verification processes. The CPSC is empowered to take action against hazards presented by consumer products, up to and including product recalls. We are required to report certain incidents related to the safety and compliance of our products to the CPSC, and failure to do so could result in a civil penalty. The CPSC is particularly active in regulation and enforcement activities related to the kinds of children's products sold in our RH Baby & Child division. Certain of the products we sell are subject to the Lacey Act, prohibiting the importation and sale of products containing illegally harvested wood, among other things. Likewise, many of our products are subject to the regulations of the California Air Resources Board and the Environmental Protection Agency regarding formaldehyde emissions from composite wood products (e.g., plywood and medium density fiberboard). If we experience negative publicity, regardless of any factual basis, customer complaints or litigation alleging illness or injury, related to our products, or if there are allegations of failure to comply with applicable regulations, our brand reputation would be harmed.

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 We maintain a product safety and compliance program to help ensure our products are safe, legal and made consistently in compliance with our values. Nevertheless, our products have in the past been, and may in the future be, subject to recall for product safety and compliance reasons. Our efforts to address the sources of these product recalls, including those due to products sourced from our vendors, may not be successful and we may continue to face additional product recalls. Concerns of product safety and compliance could result in future voluntary or involuntary removal of products, product recalls, other actions by applicable government authorities or product liability, personal injury or property damage claims. To the extent future product recalls create a negative public perception of our business, we could face reputational harm or could be subject to elevated levels of legal claims. There can be no assurance that we will have the benefit of adequate insurance or payments from third parties, including our product vendors, in order to address losses and expenses that we may incur in connection with product recalls. Not all of the costs and expenses that we have previously incurred in connection with product recalls have been covered by insurance or reimbursement from third parties, including our product vendors. We and our product vendors may be unable to obtain such insurance, or the insurance may be prohibitively expensive and any coverage that is available may be inadequate to cover costs we incur in connection with product recalls.
 Legislators and regulators in the U.S., Canada, the United Kingdom and within the European Union, where our products are sold, continue to adopt new product laws and regulations. These new laws and regulations have increased or likely will increase the regulatory requirements governing the manufacture and sale of certain of our products as well as the potential penalties for noncompliance. In addition, product recalls, removal of products, product compliance enforcement actions and defending product liability claims can result in, among other things, lost sales, diverted resources, potential harm to our reputation and increased customer service costs, any of which could have a material adverse effect on our business and results of operations.
 We are involved in legal and regulatory proceedings from time to time that may affect our Company and/or our senior leadership, including litigation, claims, investigations and regulatory and other proceedings, which could distract senior leadership from our business activities and result in significant liability.
 From time to time, we and/or members of our senior leadership team are involved in legal and regulatory proceedings, including litigation, claims, investigations and regulatory and other proceedings related to a range of matters in connection with the conduct of our business, including (i) privacy and data security, (ii) our labor and employment practices, including laws related to discrimination, wages and benefits, ERISA and disability claims, (iii) intellectual property issues with respect to copyright, trademarks, patents and trade dress, (iv) international and domestic trade and business practices, including import laws, unfair competition and unfair business practices, (v) consumer class action claims relating to our consumer practices, including the collection of zip code or other information from customers, (vi) product safety and compliance, including products liability, product recalls and personal injury, (vii) advertising and promotion of products and services, including class actions and regulatory actions related to advertising, (viii) compliance with securities laws, including class actions related to allegations of securities fraud, (ix) taxation, (x) contractual disputes, and (xi) health and safety regulations.
 Claims and legal proceedings may involve arbitration, mediation, private litigation, class action matters, derivative claims, internal and governmental investigations and enforcement matters. We are subject to regulatory oversight and legal enforcement by a range of government and self-regulatory organizations, including federal, state and local governmental bodies both within the U.S. and in other jurisdictions where we operate such as, among others, the Equal Employment Opportunity Commission, the CPSC, the Federal Trade Commission, U.S. Customs and Border Protection, the U.S. Department of the Treasury's Office of Foreign Assets Control, the Department of Labor, the SEC, FINRA, the NYSE, the Department of Justice and numerous state and local governmental authorities, including state attorney generals and state agencies. Litigation against us, depending on the outcome of such claims, could lead to further claims and proceedings, including on new and otherwise unrelated matters, for example, by attracting the attention of plaintiff's firms or of regulators.

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 In the past, we have faced certain securities litigation matters, including securities class action cases that were consolidated by the court and certain related legal proceedings and various governmental investigations, including with respect to trading in our securities. Currently, we face a number of legal proceedings in connection with our business, including numerous cases for which plaintiffs are seeking class action status in areas such as wage and hour and employment practices. We may face similar legal proceedings and claims in the future. Legal proceedings and investigations often involve complex factual, legal and other issues, which are subject to risks and uncertainties, and which could require significant leadership time that could otherwise be focused on our operations. Furthermore, legal proceedings and investigations where the related matters under review involve members of our leadership team could distract our senior leadership from the operation of our business, damage the reputation of our leadership team and otherwise materially adversely affect our operations and leadership morale. Litigation, investigations and other claims and regulatory proceedings against or involving members of our senior leadership team or us could result in unexpected expenses and liability and could also materially adversely affect our operations and our reputation. We maintain insurance for legal proceedings, but there can be no assurance that such insurance will be available for the payment of all or any portion of the costs associated with any particular investigation, legal proceedings or other claims against us, or that coverage under any such insurance will be adequate to fund the full cost of any such legal proceedings, including the costs of investigation, defense and resolution of any such legal proceedings.
 Third parties have in the past asserted, and may in the future assert, intellectual property claims against us, particularly as we expand our business to include new products and product categories, and expand in new geographic markets, where intellectual property laws and rights differ. Our defense of any claim, regardless of its merit, could be expensive and time consuming and could divert senior leadership resources. We currently rely on a combination of copyright, trademark, patent, trade dress and unfair competition laws, as well as confidentiality procedures and licensing arrangements, to establish and protect our intellectual property rights. We believe that our trademarks, copyrights (including in photographs in our Sourcebooks and on our website), and other proprietary rights are important to identifying and differentiating our brand and certain of our products from those of our competitors. We have from time to time encountered third parties selling products substantially similar to our products or misrepresenting that the products such retailers were selling were our products. We cannot assure you that the steps taken by us to protect our intellectual property rights will be adequate to prevent infringement of our rights by others, including imitation of our products and misappropriation of our images and brand, particularly in jurisdictions that do not have strong intellectual property protection or in which we do not have strong rights. In the event that we are unable to assert and maintain intellectual property protection with respect to our products and services, the value of our brand could be diminished, and our competitive position could suffer.
 Compliance with laws, including laws relating to our business activities outside of the U.S., may be costly, and changes in laws could make conducting our business more expensive or otherwise change the way we do business.
 We are subject to numerous federal and state laws and regulations, including labor and employment, customs, sanctions, truth-in-advertising, consumer protection, e-commerce, privacy, health and safety, real estate, environmental and zoning and occupancy laws, intellectual property laws and other laws and regulations that regulate retailers and hospitality providers or otherwise govern our business. In addition, to the extent we expand our operations as a result of engaging in new business initiatives or product lines, pursuing our multi-tier real estate strategy or expanding into new international markets, we may become subject to new regulations and regulatory regimes. We may need to continually reassess our compliance procedures, personnel levels and regulatory framework in order to keep pace with the numerous business initiatives that we are pursuing, and there can be no assurance that we will be successful in doing so. If the regulations applicable to our business operations were to change or were violated by us or our vendors or buying agents, the costs of certain goods could increase, or we could experience delays in shipments of our goods, detentions, be subject to fines or penalties, or suffer reputational harm, which could reduce demand for our products and harm our business and results of operations. In addition to increased regulatory compliance requirements, changes in laws could make the ordinary conduct of our business more expensive or require us to change the way we do business. In addition, as a retail business, changes in laws related to employee benefits and treatment of employees, including laws related to limitations on employee hours, supervisory status, leaves of absence, mandated health benefits or overtime pay, could negatively impact us by increasing compensation and benefits costs for overtime and medical expenses. Changes to laws or regulations in the U.S. or foreign jurisdictions where we have employees or operations, including laws and regulations regarding environmental or social practices including in connection with greenhouse gas emissions and other environmental matters, could result in increased direct compliance costs, increased transportation costs or reduced availability of raw materials (or may cause our vendors to raise the prices they charge us because of increased compliance costs).

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 The U.S. and foreign laws and regulations that are applicable to our operations are complex and may increase the costs of regulatory compliance, limit or restrict the products or services we sell, or subject our business to the possibility of regulatory actions or proceedings. The U.S. Foreign Corrupt Practices Act, and other similar laws and regulations, generally prohibit companies and their intermediaries from making improper payments to foreign governmental officials for the purpose of obtaining or retaining business. While our policies mandate compliance with applicable laws and regulations, including anti-bribery laws and other anti-corruption laws, we cannot assure you that we will be successful in preventing our employees or other agents from taking actions in violation of these laws or regulations. Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.
 Proposals to reform U.S. and foreign tax laws could significantly impact how U.S. multinational corporations are taxed on global earnings and could increase the nominal and effective U.S. corporate tax rate. The Organization for Economic Cooperation and Development proposed model rules to ensure a minimal level of taxation (commonly referred to as Pillar II) and the European Union member states have agreed to implement Pillar II's proposed global corporate minimum tax rate of 15%. Many countries are actively considering, have proposed or have enacted changes to their tax laws based upon the Pillar II proposals, which could increase our tax obligations in countries where we do business or cause us to change the way we operate our business. Changes in tax laws based upon Pillar II or other proposals could have an adverse impact on our effective tax rate, income tax expense and cash flows.
 We may be unsuccessful in identifying attractive acquisition opportunities or, to the extent that we pursue attractive acquisition opportunities, we may be unsuccessful in completing or realizing the expected benefits of such acquisitions.
 We may pursue growth opportunities by acquiring value-creating, add-on businesses, solutions or technologies through strategic acquisitions, investments or partnerships that we believe will broaden our existing position and market reach. We have completed several such acquisitions in recent years. The identification of suitable acquisition, strategic investment or strategic partnership candidates can be costly and time consuming and can distract our leadership team from our current operations. If we choose to acquire businesses in the future, there can be no assurance that we will be able to find suitable businesses to purchase, acquire such businesses on acceptable terms, or realize the benefits of any acquisition we pursue or that any of the businesses which we acquire will meet our objectives. If we are unsuccessful in any such acquisition efforts, then our ability to continue to grow at rates we anticipate could be adversely affected. The success of any completed acquisition will depend on our ability to effectively manage the business after the acquisition.
 Our total assets include intangible assets with an indefinite life, goodwill, tradename, trademarks, and other intellectual property, and substantial amounts of long-lived assets, principally property and equipment and lease right-of-use assets. Changes to estimates or projections used to assess the fair value of these assets, or results of operations that are lower than our current estimates at certain store locations, may cause us to incur impairment charges that could adversely affect our results of operations.
 Our total assets include intangible assets with an indefinite life, goodwill, tradename, trademarks and domain names, patents, copyrights, trade secrets, and substantial amounts of property and equipment and lease right-of-use assets. We evaluate these long-lived assets for possible impairment annually or earlier if impairment indicators exist and make certain estimates and projections in connection with the impairment analyses for these long-lived assets. We also review the carrying value of these assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. We will record an impairment loss when the carrying value of the underlying asset, asset group or reporting unit exceeds its fair value. These calculations require us to make a number of estimates and projections of future results. If these estimates or projections change, we may be required to record additional impairment charges on certain of these assets. If these impairment charges were significant, our results of operations would be adversely affected. For example, in the third quarter of fiscal 2024, we recognized long-lived asset impairment charges of $19 million for our two Design Galleries in Germany due to the asset carrying value of each location exceeding the estimated fair market value of the long-lived assets over their respective remaining lease terms, both of which end in 2027 (refer to "Impairment" within Note 3— Significant Accounting Policies in our consolidated financial statements within Part II of this Annual Report).

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 Risks Related to Ownership of Our Common Stock
 Our common stock price may be volatile or may decline regardless of our operating performance.
 The market price for our common stock has experienced extreme volatility. As a retailer, our results are significantly affected by factors outside our control, particularly consumer spending and consumer confidence, which can significantly affect our stock price. In addition, the market price of our common stock may fluctuate significantly in response to a number of other factors, including those described elsewhere in this "Risk Factors" section, as well as the following:
 macroeconomic conditions, including inflation, high interest rates and mortgage rates and other factors affecting the housing market;
 quarterly variations in our results of operations compared to market expectations;
 changes in preferences of our customers;
 announcements of new products or significant price reductions by us or our competitors;
 size of our public float and the price per share of our common stock;
 stock price performance of our competitors;
 fluctuations in stock market prices and volumes;
 default on our indebtedness;
 actions by competitors or other shopping center tenants;
 changes in senior leadership or key personnel;
 changes in financial estimates by securities analysts or failure to meet their expectations;
 actual or anticipated negative earnings or other announcements by us or other retail companies;
 downgrades in our credit ratings or the credit ratings of our competitors;
 negative publicity, including short seller reports;
 natural or man-made disasters or other similar events, including global health emergencies and the impact of climate events;
 issuances or expected issuances of capital stock; and
 global economic, legal and regulatory changes unrelated to our performance.
 In the future, we may issue our securities in connection with financings or acquisitions. The number of shares of our common stock issued in connection with financings or acquisitions could result in dilution to our shares of common stock. Sales of substantial amounts of our common stock, or the perception that these sales could occur, could adversely affect the price of our common stock and impair our ability to use common stock or other instruments linked to our common stock as a means of obtaining future financing.
 In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many retail companies. Stockholders can institute securities class action litigation following periods of market volatility. We have been subject to such class action securities litigation and may experience further claims of this kind. Any such securities litigation can result in substantial costs and expenses and the attention of our senior leadership could be diverted from our business.
 Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.
 Our restated certificate of incorporation ("Certificate of Incorporation") and our amended and restated bylaws ("Bylaws") contain provisions that may make the acquisition of our Company more difficult without the approval of our board of directors. These provisions:
 establish a classified board of directors so that not all members of our board of directors are elected at one time;

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 authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend or other rights or preferences superior to the rights of the holders of common stock;
 prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
 provide that our board of directors is expressly authorized to make, alter or repeal our Bylaws; and
 establish advance notice, disclosure and other procedural requirements for stockholder nominations for elections to our board of directors or for stockholder proposals regarding matters that can be acted upon by stockholders at stockholder meetings.
 Our Certificate of Incorporation also contains a provision that provides us with protections similar to Section 203 of the Delaware General Corporation Law, which prevents us from engaging in a business combination with a person who acquires at least 15% of our common stock for a period of three years from the date such person acquired such common stock unless board or stockholder approval is obtained prior to the acquisition, subject to certain exceptions. These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our Company, even if doing so would benefit our stockholders. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.
 Our Certificate of Incorporation and Bylaws contain provisions that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for certain disputes between us and our stockholders, which could limit our stockholders' ability to choose a different judicial forum for disputes with us or our directors, officers or employees.

 Our Certificate of Incorporation provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the "Court of Chancery") is the sole and exclusive forum for any stockholder (including a beneficial owner) to bring:

 any derivative action or proceeding brought on our behalf;
 any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;
 any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation or our Bylaws; or
 any action asserting a claim against us or any of our directors, officers or employees that is governed by the internal affairs doctrine,
 except, in each case, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.
 This exclusive-forum provision would not apply to suits brought (i) to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction, or (ii) alleging violation of the Securities Act of 1933, as amended (the "Securities Act").

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 This exclusive-forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against us or our directors, officers or other employees in a venue other than in the federal district courts of the United States of America. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our Certificate of Incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and we cannot assure you that the provisions will be enforced by a court in those other jurisdictions. If a court were to find the exclusive-forum provisions in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm our business.
 Our Bylaws contain provisions that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. We adopted these exclusive forum provisions in our Bylaws in order to avoid having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. As a result, there is uncertainty as to whether a court would enforce the exclusive form provision in our Bylaws with respect to Securities Act claims. Our Bylaws further provide that any person or entity holding, owning or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to the exclusive forum provision. Investors also cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

 We do not expect to pay any cash dividends for the foreseeable future.
 We have never declared or paid any cash dividends on shares of our common stock and do not anticipate that we will pay any such cash dividends for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. Accordingly, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock.
 We face various risks in connection with our share repurchase program.

 We have allocated a substantial amount of capital to the repurchase of shares of our common stock in open market stock repurchases. During fiscal 2022, the Board of Directors authorized an additional $2.0 billion for the purchase of shares of our outstanding common stock, increasing the total authorized size of the share repurchase program to $2.45 billion.

 We repurchased approximately 3.7 million shares of our common stock during fiscal 2022 pursuant to our share repurchase program at an average price of approximately $269 per share, for an aggregate repurchase amount of approximately $1.0 billion. We repurchased approximately 3.9 million shares of our common stock during fiscal 2023 pursuant to our share repurchase program at an average price of approximately $321 per share, for an aggregate repurchase amount of approximately $1.3 billion. We did not repurchase any shares of our common stock during fiscal 2024 and the remaining amount outstanding and available under our share repurchase program is $201 million. During fiscal 2022, we also repurchased $237 million of principal value of convertible senior notes in privately negotiated transactions and terminated all of the outstanding convertible note bond hedges and repurchased all of the outstanding warrants that had been previously issued in connection with the final two series of convertible senior notes.

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 Although we believe that our previous decisions regarding the allocation of capital to repurchase common stock have been very beneficial to our investors, there can be no assurance that any decisions to allocate capital to the repurchase of our shares of common stock or other equity linked instruments will be a beneficial long-term decision for investors in our common stock or that we will receive the benefits from these repurchases that we anticipate. We may face a variety of risks associated with allocation of capital to the repurchase of our securities, including the incurrence of substantial indebtedness to fund such repurchases, the possibility that prices at which we purchase securities will not represent a good investment for our remaining securities holders or the possibility that the capital allocated to such repurchases may mean that adequate funds are not available for other aspects of our business. The amount, timing and execution of our share repurchase program and other repurchases of equity linked instruments from time to time may fluctuate based on our priorities for the use of cash for other purposes such as operational spending, capital spending, acquisitions or repayment of debt. Changes in our business operations and financial results, regulatory and other legal developments, including potential changes in tax laws, could also impact our share repurchase program and other capital allocation activities.

 The terms of our outstanding indebtedness may delay or hinder an otherwise beneficial takeover attempt of our Company.
 The terms of our outstanding indebtedness, including our outstanding Term Debt and the indebtedness under our ABL Credit Agreement, provide that we may be required to repay all of such outstanding indebtedness in connection with certain change in control transactions. These features of our outstanding indebtedness, including the financial implications of any renegotiation of the above-mentioned terms, could delay or prevent a change of control, whether or not it is desired by, or beneficial to, our stockholders, may result in the acquisition of our Company on terms less favorable to our stockholders than it would otherwise be, and are likely to require us to pay a portion of the consideration available to us in such a transaction to holders of our outstanding indebtedness.
 General Risks
 Changes to accounting rules or regulations may adversely affect our results of operations.
 New accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future. It is difficult to predict the impact of future changes to accounting principles or current accounting practice and the exact impact of such changes may not be what we anticipate. A change in accounting rules or regulations may even affect our reporting of transactions completed before the change is effective and future changes to accounting rules or regulations or the questioning of current accounting practices may adversely affect our results of operations. For example, we adopted Accounting Standards Update 2020-06— Accounting for Convertible Instruments and Contracts in an Entity's Own Equity in fiscal 2022, the adoption of which materially impacted our consolidated financial statements since we no longer separately present in equity an embedded conversion feature of our convertible senior notes and are required to determine our net income per share under the if-converted method. For information regarding recently issued accounting pronouncements, refer to "Recently Issued Accounting Standards" within Note 3— Significant Accounting Policies in our consolidated financial statements within Part II of this Annual Report.

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 Expectations of our Company relating to environmental, social and governance factors may impose additional costs and expose us to new risks.
 There is an increasing focus from certain investors, customers and other key stakeholders concerning corporate responsibility, specifically related to environmental, social and governance ("ESG") factors. We expect that an increased focus on ESG considerations will affect some aspects of our operations, particularly as we expand into new geographic markets. There are a number of constituencies that are involved in a range of ESG issues, including investors, special interest groups, public and consumer interest groups and third-party service providers. As a result, there is an increased emphasis on corporate responsibility ratings and a number of third parties provide reports on companies in order to measure and assess corporate responsibility performance. In addition, the ESG factors by which companies' corporate responsibility practices are assessed may change in the U.S. and differ in our new geographic markets, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. Alternatively, if we are unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are inadequate. We risk damage to our brand and reputation in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies. We may be required to make substantial investments in matters related to ESG which could require significant investment and impact our results of operations. Any failure in our decision-making or related investments in this regard could affect consumer perceptions as to our brand. Furthermore, if our competitors' corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives and goals regarding ESG matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors and other key stakeholders or our initiatives are not executed as planned, our reputation and financial results could be materially and adversely affected.
 Labor organizing and other activities could negatively impact us.
 Currently, none of our employees are represented by a union. However, our employees have the right at any time to form or affiliate with a union, and union organizational activities have occurred from time to time. We cannot predict the negative effects that any future organizing activities will have on our business and operations. If we were to become subject to work stoppages, we could experience disruption in our operations and increases in our labor costs, either of which could materially adversely affect our business, financial condition or results of operations. In addition, one of our key value-driving strategies involves the development and introduction of new Gallery locations. We pursue a range of different real estate development models for these projects. In a number of these projects, we perform a significant role in various aspects of the design and construction of the Gallery location. Both we and third-party contractors that we use in these construction projects may be subject to efforts and activities by organized labor to drive the hiring of union labor on these projects. To the extent that union workers are not involved in these projects, we and our third-party contractors may be subject to picketing and other labor actions that could affect our business, including protests in front of our retail locations in order to discourage our customers from entering our Galleries, which protests could adversely affect our business at those locations and our results of operations. In addition, to the extent that we become more directly involved in additional aspects of the construction work at our Gallery locations, we could be subject to additional pressure from organized labor such as union organizing efforts.
 Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets, including net operating loss carryforwards, may result in volatility of our results of operations.
 We are subject to income taxes in the U.S. and certain foreign jurisdictions. We record income tax expense based on our estimates of future payments, which include reserves for uncertain tax positions in multiple tax jurisdictions, and valuation allowances related to certain net deferred tax assets, including net operating loss carryforwards. At any one time, many tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. We expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occur and exposures are evaluated. In addition, our effective tax rate in a given financial statement period may be materially impacted by changes in the mix and level of earnings, timing of the utilization of net operating loss carryforwards, changes in the valuation allowance for deferred taxes or changes to existing accounting rules or regulations.

 34 | FORM 10-K

 Our operations are subject to risks of natural or man-made disasters, acts of war, terrorism or widespread illness, any one of which could result in a business stoppage and negatively affect our results of operations.
 Our business operations depend on our ability to maintain and protect our facilities, computer systems and personnel. Our operations and consumer spending may be affected by natural or man-made disasters or other similar events, including as a result of climate change, floods, hurricanes, earthquakes, widespread illness, fires, loss of power, interruption of other utilities, industrial accidents, social unrest and riots. In particular, our corporate headquarters is located in Northern California and other parts of our operations are located in Northern and Southern California, each of which is vulnerable to the effects of disasters, including fires and earthquakes that could disrupt our operations and affect our results of operations, and there is evidence that extreme weather, extended droughts and shifting climate patterns have intensified the frequency and severity of wildfires in California. Many of our vendors are also located in areas that may be affected by such events. Moreover, geopolitical or public safety conditions which affect consumer behavior and spending, economic conditions, global trade or overall business conditions may adversely affect our business. Terrorist attacks, armed conflict such as what has occurred in Ukraine and the Middle East, or other hostilities, or threats thereof, in the U.S. or in other countries around the world, as well as future events occurring in response to or in connection with such events and circumstances, could again result in reduced levels of consumer spending or other adverse effects on business conditions. Any of these occurrences could have a significant impact on our results of operations, revenue and costs.
 The pandemic had a widespread impact on our customers and on our merchandise supply chain as well as the overall business climate in the U.S. and globally. Future large-scale crises, whether involving public health or other issues, may result in similar adverse effects or additional challenges that we may not be able to anticipate, including changes in consumer behavior, the pace of economic activity, or other similar issues which could negatively affect our business, results of operations or financial condition.
 If in the future we encounter difficulties associated with any of our facilities or if any of our facilities were to shut down for any reason, including as a result of a natural disaster, we could face shortages of inventory resulting in backorders, significantly higher costs and longer lead times associated with distributing our products and the inability to process orders in a timely manner or ship goods to our customers. Further, any significant interruption in the operation of our customer service centers could also reduce our ability to receive and process orders and provide products and services to our Galleries and customers, which could result in lost sales, cancelled sales and a loss of loyalty to our brand and have a material adverse effect on our business, financial condition and results of operations.
 ITEM 1B. UNRESOLVED STAFF COMMENTS
 None.
 ITEM 1C. CYBERSECURITY
 Risk Management and Strategy
 Managing cybersecurity risks is an important component of our approach to enterprise risk management. As part of our overall risk management system, we have established certain procedures to assess, identify, mitigate and respond to risks from cybersecurity threats. We have regular programs to evaluate cybersecurity threats and to assess our systems, procedures and processes in order to identify areas of potential vulnerability and to improve our protection against evolving cybersecurity threats. We use the Center for Internet Security's Critical Security Controls framework in our regular assessment of cybersecurity risks with respect to our information systems, including vulnerability management, access controls, infrastructure hardening, employee training and evaluation of external threats, including in connection with potential data breaches, ransomware and other forms of unauthorized access.

 FORM 10-K | 35

 As part of our overall cybersecurity protection program, we have created a cross-functional cybersecurity team consisting of senior members of information technology, legal, accounting, internal audit and compliance teams (the "Incident Response Team") that contributes to various aspects of our approach to managing cybersecurity risks. Our senior information technology leaders who are members of the Incident Response Team have experience and domain expertise in cybersecurity, including defining and implementing security policies and tools, understanding and evaluating relevant threats to our technology infrastructure as well as developing incident response protocols and security operations workflows. We also incorporate third-party expertise in various aspects of our cybersecurity program, including in the assessment and testing of weaknesses as well as the adoption of software and other solutions to mitigate risks and identify and respond to threats. Our Incident Response Team is involved in all aspects of our program to address cybersecurity matters, including with respect to the design and management of internal controls and procedures governing these matters.
 Governance
 Our information technology team oversees the day-to-day management of our cybersecurity program with regular reporting to representatives of our Incident Response Team. Our information technology team has overall responsibility for our cybersecurity risk management program and procedures and reports regularly to the Audit Committee of our Board of Directors on cybersecurity matters. From a governance perspective, (i) we have an executive response team consisting of various senior executives, including our Chief Financial Officer, as well as members of our Incident Response Team (the "Executive Response Team") that oversees the recommendations, actions and responses of the Incident Response Team in connection with specific cybersecurity incidents, and (ii) the Audit Committee as well as our Chief Executive Officer are provided with updates from the Executive Response Team and the Incident Response Team regarding incidents as well as the policies, standards, processes and practices that we implement to address risks from cybersecurity threats. The Audit Committee receives regular presentations and reports on cybersecurity matters that address a wide range of topics, including recent developments, evolving standards, vulnerability assessments and third-party reviews.
 Incident Response
 We have a written information security incident response plan (the "Incident Response Plan") that we use to assist in our response to cybersecurity incidents. The Incident Response Plan provides a framework and process for our Incident Response Team. While our Incident Response Team identifies our initial response to potential or actual cybersecurity incidents, the Executive Response Team oversees the actions and recommendations of the Incident Response Team in connection with specific cybersecurity events. In addition, we have various processes to escalate matters based upon the threat level severity. The Incident Response Team and Executive Response Team (i) make ongoing assessments of the severity of incidents, (ii) escalate these matters based upon the severity of the threat level, (iii) depending on the level of severity of an incident, also involve our Chief Executive Officer or Audit Committee and Board of Directors in assessing specific cybersecurity incidents, (iv) determine the appropriate level of response to specific incidents taking into account the nature of the incident, and (v) take overall responsibility for leading and coordinating response efforts, involving additional response team participants and retaining third-party assistance, including legal counsel and other third-party cybersecurity experts, and assessing materiality of an incident.
 Threat Mitigation
 While we engage in numerous efforts to protect ourselves from cybersecurity risks, we do periodically experience cybersecurity incidents. To date we have not experienced any cybersecurity threat or incident that has materially affected our business, results of operations or financial condition. We have also not identified any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected, or are reasonably likely to materially affect, us, including our business strategy, results of operations or financial condition. Although we have adopted various processes and preventative measures with the objective of preventing breaches and minimizing the risks from cybersecurity matters, given the nature of cybersecurity threats that are constantly evolving over time, there is no guarantee that we, including our business strategy, results of operations or financial condition, will not be adversely affected by such threats or that our preventative measures and processes will be effective. Additionally, although we have insurance coverage for cybersecurity events, there can be no assurance that we will be able to maintain our insurance coverage or it will be enough to cover the cost associated with one or more cybersecurity events.
 For further discussion of our risks related to cybersecurity, refer to Item 1A—Risk Factors—Material damage to, or interruptions in, information systems as a result of external factors, staffing shortages, cybersecurity breaches or cyber fraud, or difficulties in updating our existing software or developing or implementing new software could have a material adverse effect on our business or results of operations, and we may be exposed to risks and costs associated with protecting the integrity and security of our customers' information.

 36 | FORM 10-K

 ITEM 2. PROPERTIES
 Leased Properties
 Gross square footage of our leased properties as of February 1, 2025 was as follows:

 LEASED GROSS

 SQUARE FOOTAGE

 COUNT

 (approximate, in thousands)

 Retail locations (1)(2)

 2,321

 Outlets

 1,274

 (1)
 Retail locations include the Design Galleries, Legacy Galleries, Modern Gallery, Baby & Child and TEEN Galleries, Interior Design Office and Waterworks Showrooms. Refer to "Retail Locations" within Item 1—Business.

 (2)
 Excludes location count and leased gross square footage for owned properties.

 Our leased fulfillment centers, home delivery center locations and corporate facilities occupied as of February 1, 2025 were as follows:

 LEASED SQUARE FOOTAGE

 LOCATION

 (approximate, in thousands)

 RH Fulfillment Centers

 Patterson, California

 1,501

 Baltimore, Maryland

 1,788

 Ontario, California

 1,001

 West Jefferson, Ohio (1)

 1,224

 Home Delivery Center Locations (2)

 1,317

 Waterworks Fulfillment Center

 Brookfield, Connecticut

 Corporate Facilities

 Corte Madera, California (3)

 Pinole, California (4)

 Danbury, Connecticut (5)

 Other (6)

 (1)
 Customer service center and home delivery operations are also performed at this location.

 (2)
 Includes total approximate leased square footage for 21 separate home delivery center locations.

 (3)
 Location of RH Headquarters and certain customer service operations. Also includes approximately 10,000 square feet of warehouse space.

 (4)
 Represents warehouse space.

 (5)
 Location of Waterworks Headquarters.

 (6)
 Includes a number of other operational facilities, including primarily manufacturing operations, as well as customer service operations and storage.

 We believe that our current offices and facilities are in good condition, are being used productively and are adequate to meet our requirements for the foreseeable future.
 For additional information regarding leases, refer to "Lease Accounting" within Note 3— Significant Accounting Policies and Note 10— Leases in our consolidated financial statements within Part II of this Annual Report.
 In addition to the above, we have one third-party fulfillment center and five third-party home delivery center locations in Europe.

 FORM 10-K | 37

 Owned Property
 We own ten properties, seven of which are owned through our consolidated variable interest entities. Eight locations represent current or future RH locations and are included in the RH Segment, three of which are operational as of February 1, 2025. Two locations represent properties for the purpose of use by RH or others related to developing, operating and selling such properties, and are part of the Real Estate segment. Refer to Note 7— Variable Interest Entities in our consolidated financial statements within Part II of this Annual Report.
 ITEM 3. LEGAL PROCEEDINGS
 From time to time, we and/or members of our senior leadership team are involved in litigation, claims, investigations and other proceedings relating to the conduct of our business, including purported class action litigation, as well as securities class action litigation. Such legal proceedings may include claims related to our employment practices, wage and hour claims, claims of intellectual property infringement, including with respect to trademarks and trade dress, claims asserting unfair competition and unfair business practices, claims with respect to our collection and sale of reproduction products, and consumer class action claims relating to our consumer practices. In addition, from time to time, we are subject to product liability and personal injury claims for the products that we sell and the Galleries we operate. Subject to certain exceptions, our purchase orders generally require the vendor to indemnify us against any product liability claims; however, if the vendor does not have insurance or becomes insolvent, we may not be indemnified. In addition, we could face a wide variety of employee claims against us, including general discrimination, privacy, labor and employment, ERISA and disability claims. Any claims could result in litigation against us and could also result in regulatory proceedings being brought against us by various federal and state agencies that regulate our business, including the U.S. Equal Employment Opportunity Commission. Often these cases raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant senior leadership time. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses and liability and could also materially adversely affect our operations and our reputation.
 For additional information, refer to Note 19— Commitments and Contingencies in our consolidated financial statements within Part II of this Annual Report.
 ITEM 4. MINE SAFETY DISCLOSURES
 Not applicable.

 38 | FORM 10-K

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 Market Information and Dividend Policy
 Our common stock trades under the symbol "RH" on the NYSE.
 The number of stockholders of record of our common stock as of February 1, 2025 was 12. This number excludes stockholders whose stock is held in nominee or street name by brokers.
 No dividends have been declared or paid on our common stock. We do not currently anticipate that we will pay any cash dividends on our common stock in the foreseeable future.

 FORM 10-K | 39

 Stock Performance Graph
 This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of RH under the Securities Act of 1933, as amended, or the Exchange Act.
 The following graph and table compare the cumulative total stockholder return for our common stock during the five-year period ended February 1, 2025 in comparison to the NYSE Composite Index and the S&P Retailing Select Index, our peer group index. The graph and the table below assume that $100 was invested at the market close on January 31, 2020 in the common stock of RH, the NYSE Composite Index and the S&P Retailing Select Index. Data for the NYSE Composite Index and the S&P Retailing Select Index assumes reinvestments of dividends. The comparisons in the graph and table are required by the SEC and are not intended to be indicative of possible future performance of our common stock.

 JANUARY 31,
2020

 JANUARY 29,
2021

2022

 JANUARY 27,
2023

 FEBRUARY 2,
2024

 JANUARY 31,
2025

 RH

 100.00

 227.72

 187.75

 148.81

 122.65

 200.77

 NYSE Composite Index

 100.00

 105.75

 120.45

 117.25

 125.62

 146.90

 S&P Retailing Select Index

 100.00

 204.65

 185.13

 163.03

 167.48

 191.01

 40 | FORM 10-K

 Repurchases of Common Stock
 During the three months ended February 1, 2025, we repurchased the following shares of our common stock:

 TOTAL NUMBER OF

 APPROXIMATE DOLLAR

 SHARES REPURCHASED

 VALUE OF SHARES THAT

 PURCHASE

 AS PART OF PUBLICLY

 MAY YET BE

 NUMBER OF

 PRICE PER

 ANNOUNCED PLANS

 PURCHASED UNDER THE

 SHARES (1)

 SHARE

 OR PROGRAMS

 PLANS OR PROGRAMS (2)

 (in millions)

 November 3, 2024 to November 30, 2024

 —

 $

 —

 —

 $

 December 1, 2024 to January 4, 2025

 4,237

 $

 406.23

 —

 $

 January 5, 2025 to February 1, 2025

 $

 413.95

 —

 $

 Total

 4,279

 —

 (1)
 Represents shares withheld from delivery to satisfy exercise price and tax withholding obligations of employee recipients that occur upon the exercise of stock options and vesting of restricted stock units granted under our 2012 Stock Incentive Plan.

 (2)
 Reflects the dollar value of shares that may yet be repurchased under the Share Repurchase Program (as defined in Note 16—Share Repurchase Program and Share Retirement in our consolidated financial statements within Part II of this Annual Report) authorized by the Board of Directors on October 10, 2018, and replenished on March 25, 2019 and June 2, 2022.

 ITEM 6. [RESERVED]

 FORM 10-K | 41

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 This management's discussion and analysis of financial condition and results of operations ("MD&A"), contains forward-looking statements that are subject to risks and uncertainties. Refer to "Special Note Regarding Forward-Looking Statements and Market Data" and Item 1A—Risk Factors in this Annual Report for a discussion of the risks, uncertainties and assumptions associated with these statements. MD&A should be read in conjunction with our historical consolidated financial statements and related notes thereto and the other disclosures contained elsewhere in this Annual Report. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed in Item 1A—Risk Factors and included elsewhere in this Annual Report.
 The discussion of our financial condition and changes in our results of operations, liquidity and capital resources are presented in this section for fiscal 2024 and a comparison to fiscal 2023. The discussion for fiscal 2023 and fiscal 2022 has been omitted from this Annual Report, but is included in Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the Securities and Exchange Commission ("SEC") on March 28, 2024.
 MD&A is a supplement to our consolidated financial statements within Part II of this Annual Report and is provided to enhance an understanding of our results of operations and financial condition. Our MD&A includes these primary sections:
 Overview. This section provides a general description of our business, including our key value-driving strategies and an overview of certain known trends and uncertainties.
 Factors Affecting Our Results of Operations. This section discusses certain factors that affect our results of operations, including our strategic initiatives, our ability to source and distribute products effectively, consumer preferences and demand, overall economic trends and fluctuations in quarterly results.
 How We Assess the Performance of Our Business. This section discusses financial and operating measures that affect our results of operations, including net revenues, gross profit and gross margin, selling, general and administrative expenses, operating income and operating margin, and net income and the related non-GAAP measures, in addition to demand, EBITDA and adjusted EBITDA.
 Basis of Presentation and Results of Operations. This section provides our consolidated statements of income and other financial and operating data, including a comparison of our results of operations in the current period as compared to the prior year's comparative period, as well as non-GAAP measures we use for operational decision-making and as a means to evaluate period-to-period comparisons.
 Liquidity and Capital Resources. This section provides an overview of our sources and uses of cash and our financing arrangements, including our credit facilities and debt arrangements, in addition to the cash requirements for our business, such as our capital expenditures.
 Critical Accounting Policies and Estimates. This section discusses the accounting policies and estimates that involve a higher degree of judgment or complexity and are most significant to reporting our consolidated results of operations and financial position, including the significant estimates and judgments used in the preparation of our consolidated financial statements.
 Overview
 We are a leading retailer and luxury lifestyle brand operating primarily in the home furnishings market. Our curated and fully integrated assortments are presented consistently across our sales channels, including our retail locations, websites and Sourcebooks. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, d cor, outdoor and garden, and baby, child and teen furnishings. Our retail business is fully integrated across our multiple channels of distribution. We position our Galleries as showrooms for our brand, while our websites and Sourcebooks act as virtual and print extensions of our physical spaces, respectively. We operate our retail locations throughout the United States and Canada as well as in the United Kingdom, Germany, Belgium and Spain and have an integrated RH Hospitality experience in 21 of our Design Gallery locations, which includes restaurants and wine bars.

 42 | FORM 10-K

 We have recently undertaken efforts to introduce the most prolific collection of new products in our history, with a substantial number of new furniture and upholstery collections across RH Interiors, RH Modern, RH Contemporary, RH Outdoor, RH Baby & Child and RH TEEN. These new collections reflect a level of design and quality inaccessible in our current market, and a value proposition that we believe will be disruptive across multiple markets.
 As of February 1, 2025, we operated the following number of locations:

 COUNT

 RH

 North America

 Design Galleries

 Legacy Galleries

 Modern Gallery

 Baby & Child and TEEN Galleries

 Interior Design Office

 Total RH retail locations—North America

 Europe Design Galleries

 Total RH retail locations

 Outlets

 Guesthouse

 Waterworks Showrooms

 For more information on our Company and operations, refer to Item 1—Business.
 Business Conditions
 In recent years, our business has been negatively affected and limited by macroeconomic conditions, including high interest rates and mortgage rates, volatility in the global financial markets and the slowdown in the luxury home market as well as other negative factors related to the effects of lingering higher inflation and increased costs, including higher construction expenses.
 Since the majority of our product assortment is imported from vendors outside the U.S., we also face uncertainty and risks related to tariffs and other trade policies, which may increase the costs of securing products from our vendors. Tariffs and other non-tariff trade practices and policies may adversely affect our business in other ways beyond increased costs for our products. We have taken steps to move our supply chain away from countries with higher tariff rates in favor of other jurisdictions, but these countermeasures may prove to be ineffective and the ability to predict tariff rates in different countries may be difficult as policies may change on short notice. Uncertainty about trade policy, tariff rates, and other changes in practices affecting international trade might have an adverse effect on our business and results of operation and we may face challenges in implementing the optimal responses to changing trade conditions.
 In addition, there is meaningful uncertainty related to the confluence of different macroeconomic factors that could influence business conditions in the U.S. While our expectation is that these different factors will moderate in the future, the timing and precise outlook for these improvements is uncertain. We also believe we have positioned the business to take advantage of any favorable progression in macroeconomic conditions.
 Our decisions regarding the sources and uses of capital will continue to reflect and adapt to changes in market conditions and our business, including further developments with respect to macroeconomic factors.
 Key Value-Driving Strategies
 In order to achieve our long-term strategies of product transformation, platform expansion and cash generation as well as drive growth across our business, we are focused on the following key strategies and business initiatives:

 FORM 10-K | 43

 Product Elevation. We believe we have built the most comprehensive and compelling collection of luxury home furnishings under one brand in the world. Our products are presented across multiple collections, categories and channels that we control, and we believe their desirability and exclusivity have enabled us to achieve strong revenues and margins. Our customers know our brand concepts as RH Interiors, RH Modern, RH Contemporary, RH Outdoor, RH Beach House, RH Ski House, RH Baby & Child, RH TEEN and Waterworks. Our strategy is to continue to elevate the design and quality of our product. Beginning with the mailing of our RH Interiors Sourcebook in the fall of 2023 and with additional Sourcebook mailings throughout 2024, we have introduced the most prolific collection of new products in our history. In addition, over the next few years, we plan to introduce RH Couture, RH Bespoke and RH Color.

 Gallery Transformation. Our products are elevated and rendered more valuable by our architecturally inspiring Galleries. We believe our strategy to open new Design Galleries in every major market in North America will unlock the value of our vast assortment, generating an expected annual revenue opportunity for our business of $5 to $6 billion. We believe we can significantly increase our sales by transforming our real estate platform from our existing legacy retail footprint to a portfolio of Design Galleries sized to the potential of each market and the size of our assortment. In addition, we plan to incorporate hospitality into many of the new Design Galleries that we open in the future, which further elevates and renders our product and brand more valuable. We believe hospitality has created a unique new retail experience that cannot be replicated online, and that the addition of hospitality drives incremental sales of home furnishings in these Galleries.

 Brand Elevation. Our strategy is to move the brand beyond curating and selling product to conceptualizing and selling spaces, by building an ecosystem of Products, Places, Services and Spaces that establishes the RH brand as a global thought leader, taste and place maker. We believe our seamlessly integrated ecosystem of immersive experiences inspires customers to dream, design, dine, travel and live in a world thoughtfully curated by RH, creating an impression and connection unlike any other brand in the world. Our hospitality efforts will continue to elevate the RH brand as we extend beyond the four walls of our Galleries into RH Guesthouses, where our goal is to create a new market for travelers seeking privacy and luxury in the $200 billion North American hotel industry. We entered this industry with the opening of the RH Guesthouse New York in September 2022 and are in the process of constructing our second RH Guesthouse in Aspen. In June 2023, we opened RH England, The Gallery at the Historic Aynho Park, a 400-year-old landmark estate representing the most inspiring and immersive physical expression of the brand to date. RH England marked the beginning of our global expansion beyond North America. Additionally, we offer bespoke experiences like RH Yountville, an integration of Food, Wine, Art & Design in the Napa Valley; RH1 & RH2, our private jets; and RH3, our luxury yacht that is available for charter in the Caribbean and Mediterranean, where the wealthy and affluent visit and vacation. These immersive experiences expose both new and existing customers to our evolving authority in architecture, interior design and landscape architecture.

 Global Expansion. We believe that our luxury brand positioning and unique aesthetic have strong international appeal, and that pursuit of global expansion will provide RH with a substantial opportunity to build over time a projected $20 to $25 billion global brand in terms of annual revenues. Our view is that the competitive environment globally is more fragmented and primed for disruption than the North American market, and there is no direct competitor of scale that possesses the product, operational platform, and brand strength of RH. As such, we are actively pursuing the expansion of the RH brand globally, which began with the opening of RH England, RH Munich and RH D sseldorf in 2023, followed by the opening of RH Brussels in March 2024 and RH Madrid in June 2024. We are also under construction in Paris, London and Milan in inspiring spaces that will celebrate the heritage of the historic structures and will integrate full expressions of our hospitality experiences. In addition, we plan to open RH Sydney, The Gallery in Double Bay, in Australia in the coming years.

 Digital Reimagination. Our strategy is to digitally reimagine the RH brand and business model both internally and externally. Internally, our multiyear effort began with the reimagination of our Center of Innovation to incorporate digitally integrated visuals and decision data designed to amplify the creative process from product ideation to product presentation. Externally, our strategy comes to life digitally through The World of RH, an online portal where customers can explore and be inspired by the depth and dimension of our brand. We expect to continue to elevate the customer experience on The World of RH with further enhancements to content, navigation and search functionality. We believe an opportunity exists to create similar strategic separation online as we have with our Galleries offline, reconceptualizing what a website can and should be. We are making meaningful investments to elevate and differentiate our online experience with plans to upgrade our website throughout 2025.

 44 | FORM 10-K

 Factors Affecting Our Results of Operations
 We have experienced significant changes in our business from fiscal 2022 through fiscal 2024, including the impact of macroeconomic factors such as the pandemic, high interest and mortgage rates, increased inflation and volatility in the global financial markets and the slowdown in the housing market. We believe that the pandemic and the resulting trends in housing markets drove increased demand in our business during a substantial portion of the pandemic. However, the demand for home furnishings has decreased since the reopening of the economy after the peak of the pandemic and consumption patterns have shifted into other areas such as travel and leisure. We rely upon vendors outside the U.S. for the majority of our product assortment and we face resulting uncertainty and risks related to tariffs and other trade policies which may increase the costs of securing products from our vendors. Tariffs and other non-tariff trade practices and policies may adversely affect our business in other ways beyond increased costs for our products. Uncertainty about trade policy, tariff rates, and other changes in practices affecting international trade might have an adverse effect on our business and results of operation and we may face challenges in implementing the optimal responses to changing trade conditions. Apart from the impact of macroeconomic factors on our business operations and on general economic conditions, below are certain factors that affect our results of operations.
 Our Strategic Initiatives. We are in the process of implementing a number of significant business initiatives that have had, and will continue to have, an impact on our results of operations.
 As a result of the number of current business initiatives we are pursuing, we have experienced in the past, and may experience in the future, significant period-to-period variability in our financial performance and results of operations. While we anticipate that these initiatives will support the growth of our business, costs and timing issues associated with pursuing these initiatives can negatively affect our growth rates in the short term and may amplify fluctuations in our growth rates from quarter to quarter. Delays in the rate of opening new Galleries and pursuit of our international expansion have resulted in delays in the corresponding increase in revenues that we experience as new Design Galleries are introduced. In addition, we anticipate that our net revenues, adjusted net income and other performance metrics will remain variable as our business model continues to emphasize high growth and numerous, concurrent and evolving business initiatives.
 Our Ability to Source and Distribute Products Effectively. Our net revenues and gross profit are affected by our ability to purchase our merchandise in sufficient quantities at competitive prices. Our current and anticipated demand and our level of net revenues have been adversely affected in prior periods by constraints in our supply chain, including the inability of our vendors to produce sufficient quantities of some merchandise to match market demand from our customers, leading to higher levels of customer back orders and lost sales. For example, a number of our vendors experienced delays in production and shipment of merchandise orders related to direct and indirect effects of the pandemic, as well as other geopolitical conflicts that have occurred in recent years. In addition, as we introduce new products and expand our merchandise assortments into new categories, we expect to experience delays in the production of some new offerings, as we have had similar experiences during prior periods when we adopted substantial newness in our business.
 During the first half of fiscal 2022 we experienced increased net revenues due to fulfillment of orders generated in prior quarters as elements of our supply chain continued to catch up with customer demand. However, throughout fiscal 2023 and fiscal 2024 we experienced softening demand trends as compared to fiscal 2022. While we believe the majority of the supply chain dislocation has now been resolved, there can be no assurance as to the exact course that our supply chain will take and a number of factors could contribute to further complications in our supply chain, including increases in raw material costs related to inflation and other macroeconomic factors, including negative effects in countries where our vendors produce merchandise and the potential effect of tariffs imposed by the U.S. government. Based on total dollar volume of purchases for fiscal 2024, 72% of our products were sourced from Asia, including 35% from Vietnam, 23% from China and the remainder predominantly from Indonesia and India, 18% from North America, including 10% from the United States, as well as 10% from Europe and other countries.
 Consumer Preferences and Demand. Our ability to maintain our appeal to existing customers and attract new customers depends on our ability to originate, develop and offer a compelling product assortment responsive to customer preferences and design trends. We have successfully introduced a large number of new products in past and current periods, which we believe has been a contributing factor in our sales growth and results of operations. If we misjudge the market for our products or the product lines that we acquire, we may be faced with excess inventories for some products and may be required to become more promotional in our selling activities, which would impact our net revenues and gross profit.

 FORM 10-K | 45

 Overall Economic Trends. The industry in which we operate is cyclical, and consequently our net revenues are affected by general economic conditions, including conditions that affect the housing market. For example, substantially higher interest and mortgage rates and higher cost of consumer credit may reduce demand for our products. We have determined that our customer purchasing patterns are influenced by economic factors, including the health and volatility of the stock market. We have seen that previous declines in the stock market and periods of high volatility have correlated with a reduction in consumer demand for our products and may continue in future periods. We target consumers of high-end home furnishings. As a result, we believe that our sales are sensitive to a number of macroeconomic factors that influence consumer spending generally, but that our sales are particularly affected by the health of the higher-end customer and demand levels from that customer demographic.
 While the overall home furnishings market may be influenced by factors, such as employment levels, interest rates, demographics of new household formation and the affordability of homes for first-time home buyers, the higher-end of the housing market may be disproportionately influenced by other factors, including stock market prices, disruption in financial markets, the number of second and third homes being bought and sold, the number of foreign buyers in higher-end real estate markets, foreign currency volatility, inflation, tax policies and interest rates, and the perceived prospect for capital appreciation in higher-end real estate. Shifts in consumption patterns may also have an impact on consumer spending in the high-end housing market. We have in the past experienced volatility in our sales trends related to many of these factors and believe our sales may be impacted by these economic factors in future periods. We expect the impact of such macroeconomic factors on our business may continue in future quarters. For more information, refer to Item 1A—Risk Factors — Changes in consumer spending and factors that influence spending of the specific categories of consumers that purchase from us may significantly impact our revenue and results of operations.
 Fluctuation in Quarterly Results. Our quarterly results vary depending upon a variety of factors, including changes in our product offerings and the introduction of new merchandise assortments and categories, changes in retail locations, the timing of Sourcebook releases, and the extent of our realization of the costs and benefits of our numerous strategic initiatives, among other things. As a result of these factors, our working capital requirements and demands may fluctuate during the year. Unique factors in any given quarter may affect period-to-period comparisons, and the results for any quarter are not necessarily indicative of the results that we may achieve for a full fiscal year.
 How We Assess the Performance of Our Business
 In assessing the performance of our business, we consider a variety of financial and operating measures that affect our results of operations, including:
 Net Revenues and Demand. Net revenues reflect our sale of merchandise plus shipping and handling revenue collected from our customers, less returns and discounts. Revenues are recognized when a customer obtains control of the merchandise. We collect annual membership fees related to the RH Members Program, which are recorded as deferred revenue when collected from customers and recognized as revenue based on expected product revenues over the annual membership period.
 We also track "demand" in our business, which is an operating metric linked to the level of customer orders. Demand is an operating metric that we use in reference to the dollar value of orders placed (orders convert to net revenue upon a customer obtaining control of the merchandise) and excludes exchanges and shipping fees.
 Gross Profit and Gross Margin. Gross profit is equal to our net revenues less cost of goods sold. Gross profit as a percentage of our net revenues is referred to as gross margin. Cost of goods sold includes the direct cost of purchased merchandise; inventory shrinkage, inventory reserves and write-downs and lower of cost or net realizable value reserves; inbound freight; all freight costs to get merchandise to our retail locations and outlets; design, buying and allocation costs; occupancy costs related to retail and outlet operations and our supply chain, such as rent and common area maintenance for our leases; depreciation and amortization of leasehold improvements, equipment and other assets in our retail locations, outlets and distribution centers. In addition, cost of goods sold includes all logistics costs associated with shipping product to our customers, which are partially offset by shipping income collected from customers (recorded in net revenues on the consolidated statements of income).
 Our gross profit and gross margin can be favorably impacted by sales volume increases, as occupancy and certain other costs that are largely fixed do not necessarily increase proportionally with sales volume increases. Changes in the mix of our products may also impact our gross profit and gross margin. We review our inventory levels on an ongoing basis in order to identify slow-moving merchandise and use product markdowns and our outlets to efficiently sell these products. The timing and extent of markdowns are driven primarily by customer acceptance of our merchandise.

 46 | FORM 10-K

 The primary drivers of our product cost of individual goods are raw materials costs, which fluctuate based on a number of factors beyond our control, including commodity prices, changes in supply and demand, general economic conditions, competition, import duties, tariffs and government regulation and labor costs in the countries where we source our merchandise. In addition, our gross profit is also impacted by logistics costs, which may increase in the event of, for example, expansions of or interruptions in the operation of our distribution centers, furniture home delivery centers and customer service center or damage or interruption to our information systems. We place orders with merchandise vendors primarily in United States dollars and, as a result, are not currently exposed to significant foreign currency exchange risk. However, our exposure may increase in connection with our global expansion strategy as we expect to have more operations related to currencies other than the United States dollar.
 In recent periods we have experienced higher cost of goods sold primarily related to our increased costs of merchandise and inbound freight. Our strategy is to address cost factors as they occur, where possible, including through strategic pricing and efficiency in our operations.
 Our gross profit and gross margin may not be comparable to other specialty retailers, as some companies may not include all or a portion of the costs related to their distribution network and store occupancy in calculating gross profit and gross margin as we and many other retailers do, but instead may include them in selling, general and administrative expenses. In addition, certain of our retail leases are accounted for as finance leases, which result in our recording a portion of the expense related to these agreements in interest expense—net on the consolidated statements of income.
 Selling, General and Administrative Expenses. Selling, general and administrative expenses include all operating costs not included in cost of goods sold. These expenses include payroll and payroll-related expenses, retail related expenses other than occupancy, and expenses related to the operations at our corporate headquarters, including rent, utilities, depreciation and amortization, credit card fees and marketing expense, which primarily includes Sourcebook production, mailing and print advertising costs. All retail pre-opening costs are included in selling, general and administrative expenses and are expensed as incurred. We expect certain of these expenses to continue to increase as we open new retail locations and outlets, develop new product categories and otherwise pursue our current business initiatives. Additionally, our selling, general and administrative expenses as a percentage of net revenues can be impacted by the timing of our Sourcebook distributions. Selling, general and administrative expenses as a percentage of net revenues are usually higher in lower-volume quarters and lower in higher-volume quarters because a significant portion of the costs are relatively fixed.
 In addition, in recent periods we have experienced increased selling, general and administrative expenses, including asset impairments, non-cash compensation expense, reorganizations, legal settlements, product recalls, employer payroll taxes on CEO option exercises, professional fees associated with debt transactions and compensation settlement arrangements, as discussed in "Basis of Presentation and Results of Operations" below.
 Non-GAAP Financial Measures. To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"), we use non-GAAP financial measures, including adjusted operating income, adjusted net income, EBITDA, adjusted EBITDA, and adjusted capital expenditures (collectively, "non-GAAP financial measures"). We believe that adjusted operating income, adjusted net income and adjusted EBITDA are useful measures of operating performance, as the adjustments eliminate non-recurring and other items that are not reflective of underlying business performance, facilitate a comparison of our operating performance on a consistent basis from period-to-period and provide for a more complete understanding of factors and trends affecting our business. We also use these adjusted measures as methods for planning and forecasting overall expected performance and for evaluating on a quarterly and annual basis our actual results against such expectations.
 We define adjusted operating income as consolidated operating income, adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance.
 We define adjusted net income as consolidated net income, adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance.
 We define EBITDA as consolidated net income before depreciation and amortization, interest expense—net and income tax expense (benefit). Adjusted EBITDA reflects further adjustments to EBITDA to eliminate the impact of non-cash compensation, as well as certain non-recurring and other items that we do not consider representative of our underlying operating performance.
 We define adjusted capital expenditures as capital expenditures from investing activities and cash outflows of capital related to construction activities to design and build landlord-owned leased assets, net of tenant allowances received.
 Refer to "Non-GAAP Financial Measures" below for further information.

 FORM 10-K | 47

 Basis of Presentation and Results of Operations
 Our consolidated statements of income were as follows:

 % OF NET

 % OF NET

 % OF NET

 2025

 REVENUES

 2024

 REVENUES

 2023

 REVENUES

 (dollars in thousands)

 Net revenues

 $

 3,180,753

 100.0

 %

 $

 3,029,126

 100.0

 %

 $

 3,590,477

 100.0

 %

 Cost of goods sold

 1,765,821

 55.5

 1,640,107

 54.1

 1,778,492

 49.5

 Gross profit

 1,414,932

 44.5

 1,389,019

 45.9

 1,811,985

 50.5

 Selling, general and administrative expenses

 1,092,345

 34.4

 1,022,948

 33.8

 1,089,828

 30.4

 Income from operations

 10.1

 12.1

 722,157

 20.1

 Other expenses

 7.2

 6.6

 3.2

 Loss on extinguishment of debt

 —

 —

 —

 —

 4.7

 3,395

 0.1

 1,078

 —

 —

 Total other expenses

 233,996

 7.3

 199,374

 6.6

 282,818

 7.9

 Income before taxes and equity method investments

 88,591

 2.8

 166,697

 5.5

 439,339

 12.2

 Income tax expense (benefit)

 4,799

 0.2

 0.9

 (91,358)

 (2.6)

 Income before equity method investments

 83,792

 2.6

 138,436

 4.6

 530,697

 14.8

 Share of equity method investments loss—net

 0.3

 0.4

 2,055

 0.1

 $

 2.3

 %

 $

 4.2

 %

 $

 14.7

 %

 Non-GAAP Financial Measures
 To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use non-GAAP financial measures, including adjusted operating income, adjusted net income, EBITDA, adjusted EBITDA, and adjusted capital expenditures. We compute these measures by adjusting the applicable GAAP measures to remove the impact of certain recurring and non-recurring charges and gains and the tax effect of these adjustments. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that they provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by senior leadership in its financial and operational decision-making. The non-GAAP financial measures used by us in this Annual Report may be different from the non-GAAP financial measures, including similarly titled measures, used by other companies.
 For more information on the non-GAAP financial measures, please see the reconciliation of GAAP to non-GAAP financial measures tables outlined below. These accompanying tables include details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.
 Adjusted Operating Income. Adjusted operating income is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted operating income as consolidated operating income, adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance.

 48 | FORM 10-K

 Reconciliation of GAAP Net Income to Operating Income and Adjusted Operating Income

 2025

 2024

 2023

 $

 $

 $

 Interest expense—net (1)

 Loss on extinguishment of debt (1)

 —

 —

 Other expense—net (1)

 3,395

 1,078

 Income tax expense (benefit) (1)

 4,799

 (91,358)

 Share of equity method investments loss—net (1)

 2,055

 Operating income

 722,157

 Asset impairments (2)

 36,071

 3,531

 Non-cash compensation (3)

 4,532

 9,640

 18,072

 Reorganization related costs (4)

 4,423

 7,621

 —

 Legal settlements—net (5)

 (9,375)

 8,500

 (4,188)

 Recall accrual (6)

 —

 (1,576)

 Employer payroll taxes on option exercises (7)

 —

 —

 14,392

 Professional fees (8)

 —

 —

 7,469

 Non-cash compensation related to consolidated VIEs (9)

 —

 —

 4,470

 Compensation settlements (10)

 —

 —

 3,483

 Gain on sale of building and land (11)

 —

 —

 (775)

 Adjusted operating income

 $

 358,238

 $

 393,787

 $

 789,826

 (1)
 Refer to discussion "Fiscal 2024 Compared to Fiscal 2023" below for a discussion of our results of operations for the year ended February 1, 2025 and February 3, 2024. Information on the year ended January 28, 2023 (fiscal 2022) is included in Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations on our Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 28, 2024.

 (2)
 The adjustment in fiscal 2024 includes $19 million of long-lived asset impairment for our two Design Galleries in Germany (refer to "Impairment—Long-Lived Assets" within Note 3—Significant Accounting Policies in our consolidated financial statements), $17 million for property and equipment of Galleries under construction, as well as impairment of pre-acquisition costs related to an unsuccessful joint venture arrangement of $1.0 million. The adjustment in fiscal 2023 includes impairment of property and equipment of $2.2 million related to the interior refresh of our Design Galleries, as well as impairment of a loan receivable of $1.3 million. The adjustment in fiscal 2022 represents inventory impairment of $11 million to cost of goods sold and asset impairment of $12 million to selling, general and administrative expenses related to property and equipment of Galleries under construction, as well as lease impairment of $1.0 million due to the early exit of a leased facility to selling, general and administrative expenses.

 (3)
 Represents the amortization of the non-cash compensation charge related to an option grant made to Mr. Friedman in October 2020.

 (4)
 Represents severance costs and related payroll taxes associated with reorganizations.

 (5)
 The adjustment in fiscal 2024 represents favorable legal settlements received of $10 million, partially offset by costs incurred in connection with one of the matters. The adjustment in fiscal 2023 represents certain legal settlements associated with class action litigation matters (refer to Note 19—Commitments and Contingencies in our consolidated financial statements). The adjustment in fiscal 2022 represents a favorable legal settlement associated with a lease agreement.

 (6)
 The adjustment in fiscal 2023 represents accrual adjustments related to product recall charges. The adjustment in fiscal 2022 represents charges associated with product recalls.

 (7)
 Represents employer payroll tax expense related to the option exercises by Mr. Friedman in fiscal 2022.

 (8)
 Represents professional fees contingent upon the completion of certain transactions related to the 2023 Notes and 2024 Notes, including bond hedge terminations and warrant and convertible senior notes repurchase (refer to Note 11—Convertible Senior Notes in our consolidated financial statements).

 FORM 10-K | 49

 (9)
 Represents non-cash compensation attributed to the noncontrolling interest holder of our consolidated real estate joint ventures in fiscal 2022 based on the fair value of the noncontrolling interests upon the closing of such joint venture transactions (refer to "Consolidated Variable Interest Entities and Noncontrolling Interests" within Note 3—Significant Accounting Policies in our consolidated financial statements).

 (10)
 Represents compensation settlements related to the Rollover Units and Profit Interest Units in the Waterworks subsidiary.

 (11)
 Represents gain on sale of building and land.

 Adjusted Net Income. Adjusted net income is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted net income as consolidated net income, adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance.

 Reconciliation of GAAP Net Income to Adjusted Net Income

 2025

 2024

 2023

 $

 $

 $

 Adjustments pre-tax:

 Asset impairments (1)

 36,071

 3,531

 Non-cash compensation (1)

 4,532

 9,640

 18,072

 Reorganization related costs (1)

 4,423

 7,621

 —

 Legal settlements—net (1)

 (9,375)

 8,500

 (4,188)

 Recall accrual (1)

 —

 (1,576)

 Loss on extinguishment of debt (1)

 —

 —

 Employer payroll taxes on option exercises (1)

 —

 —

 14,392

 Professional fees (1)

 —

 —

 7,469

 Non-cash compensation related to consolidated VIEs (1)

 —

 —

 4,470

 Compensation settlements (1)

 —

 —

 3,483

 Gain on derivative instruments—net (2)

 —

 —

 (1,724)

 Gain on sale of building and land (1)

 —

 —

 (775)

 Subtotal adjusted items

 35,651

 27,716

 235,523

 Impact of income tax items (3)

 (12,222)

 (18,787)

 (237,683)

 Share of equity method investments loss—net (1)

 2,055

 Adjusted net income

 $

 107,221

 $

 147,365

 $

 528,537

 (1)
 Refer to table titled "Reconciliation of GAAP Net Income to Operating Income and Adjusted Operating Income" and the related footnotes for additional information.

 (2)
 Represents net gain on derivative instruments resulting from certain transactions related to the 2023 Notes and 2024 Notes, including bond hedge terminations and warrant and convertible senior notes repurchase (refer to Note 11—Convertible Senior Notes in our consolidated financial statements).

 (3)
 We exclude the GAAP tax provision and apply a non-GAAP tax provision based upon (i) adjusted pre-tax net income, (ii) the projected annual adjusted tax rate and (iii) the exclusion of material discrete tax items that are unusual or infrequent, such as the Federal Rehabilitation Tax Credit related to the San Francisco Design Gallery in fiscal 2023. The adjustments for fiscal 2024, fiscal 2023 and fiscal 2022 are based on adjusted tax rates of 13.7%, 24.2% and 21.7%, respectively.

 50 | FORM 10-K

 EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We define EBITDA as consolidated net income before depreciation and amortization, interest expense—net and income tax expense (benefit). Adjusted EBITDA reflects further adjustments to EBITDA to eliminate the impact of non-cash compensation, as well as certain non-recurring and other items that we do not consider representative of our underlying operating performance.

 Reconciliation of GAAP Net Income to EBITDA and Adjusted EBITDA

 2025

 2024

 2023

 $

 $

 $

 Depreciation and amortization

 130,191

 118,989

 108,588

 Income tax expense (benefit)

 4,799

 (91,358)

 EBITDA

 438,003

 473,107

 659,082

 Non-cash compensation (1)

 44,185

 39,382

 43,544

 Asset impairments (2)

 36,071

 3,531

 Share of equity method investments loss—net (2)

 2,055

 Capitalized cloud computing amortization (3)

 11,017

 8,400

 6,566

 Reorganization related costs (2)

 4,423

 7,621

 —

 Other expense—net (2)

 3,395

 1,078

 Legal settlements—net (2)

 (9,375)

 8,500

 (4,188)

 Recall accrual (2)

 —

 (1,576)

 Loss on extinguishment of debt (2)

 —

 —

 Employer payroll taxes on option exercises (2)

 —

 —

 14,392

 Professional fees (2)

 —

 —

 7,469

 Non-cash compensation related to consolidated VIEs (2)

 —

 —

 4,470

 Compensation settlements (2)

 —

 —

 3,483

 Gain on sale of building and land (2)

 —

 —

 (775)

 Adjusted EBITDA

 $

 539,099

 $

 550,918

 $

 930,452

 (1)
 Represents non-cash compensation related to equity awards granted to employees, including the amortization of the non-cash compensation charge related to an option grant made to Mr. Friedman in October 2020.

 (2)
 Refer to table titled "Reconciliation of GAAP Net Income to Operating Income and Adjusted Operating Income" and the related footnotes for additional information.

 (3)
 Represents amortization associated with capitalized cloud computing costs.

 FORM 10-K | 51

 Adjusted Capital Expenditures. We define adjusted capital expenditures as capital expenditures from investing activities and cash outflows of capital related to construction activities to design and build landlord-owned leased assets, net of tenant allowances received.
 Reconciliation of Adjusted Capital Expenditures

 2025

 2024

 2023

 Capital expenditures

 $

 230,788

 $

 269,356

 $

 173,642

 Landlord assets under construction—net of tenant allowances

 51,538

 25,368

 51,369

 Adjusted capital expenditures

 282,326

 294,724

 $

 225,011

 In addition, we also received landlord tenant allowances under finance leases subsequent to lease commencement of $4.8 million, $2.4 million and $4.7 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively, which are reflected as a reduction to principal payments under finance leases within financing activities on the consolidated statements of cash flows.

 Fiscal 2024 Compared to Fiscal 2023
 The results for fiscal 2024 and fiscal 2023 included fifty-two weeks and fifty-three weeks, respectively.

 2025

 2024

 TOTAL (1)

 TOTAL (1)

 Net revenues (2)

 $

 2,987,818

 $

 192,935

 $

 3,180,753

 $

 2,835,617

 $

 193,509

 $

 3,029,126

 Cost of goods sold

 1,674,644

 91,177

 1,765,821

 1,549,510

 90,597

 1,640,107

 Gross profit

 1,313,174

 101,758

 1,414,932

 1,286,107

 102,912

 1,389,019

 Selling, general and administrative expenses

 1,015,831

 76,514

 1,092,345

 944,365

 78,583

 1,022,948

 Income from operations

 $

 297,343

 $

 25,244

 $

 $

 341,742

 $

 24,329

 $

 (1)
 The results for the Real Estate segment were immaterial in fiscal 2024 and fiscal 2023, thus, such results are presented within the RH Segment each period. Refer to Note 20—Segment Reporting in our consolidated financial statements. Additionally, all intercompany transactions are immaterial and have been eliminated.

 (2)
 RH Segment net revenues include outlet revenues of $258 million and $245 million in fiscal 2024 and fiscal 2023, respectively.

 Net revenues
 Consolidated net revenues increased $152 million, or 5.0%, to $3,181 million in fiscal 2024 compared to $3,029 million in fiscal 2023.
 RH Segment net revenues
 RH Segment net revenues increased $152 million, or 5.4%, to $2,988 million in fiscal 2024 compared to $2,836 million in fiscal 2023. The below discussion highlights several factors that resulted in an increase in RH Segment net revenues, which are listed in order of magnitude.
 RH Segment net revenues for fiscal 2024 increased primarily due to higher revenue in our core business, driven by the introduction of new collections, and the nearly doubling of our Sourcebook circulation, as well as higher hospitality revenue as a result of new Gallery openings. We also recognized higher outlet revenue.
 Fiscal 2023 included fifty-three weeks of results and the fifty-third week contributed approximately $50 million of net revenues, whereas fiscal 2024 included fifty-two weeks of results.

 52 | FORM 10-K

 Waterworks net revenues
 Waterworks net revenues decreased $0.6 million, or 0.3%, to $193 million in fiscal 2024 compared to $194 million in fiscal 2023.
 Gross profit
 Consolidated gross profit increased $26 million, or 1.9%, to $1,415 million in fiscal 2024 compared to $1,389 million in fiscal 2023. As a percentage of net revenues, gross margin decreased 140 basis points to 44.5% of net revenues in fiscal 2024 compared to 45.9% of net revenues in fiscal 2023.
 RH Segment gross profit
 RH Segment gross profit increased $27 million, or 2.1%, to $1,313 million in fiscal 2024 compared to $1,286 million in fiscal 2023. As a percentage of net revenues, RH Segment gross margin decreased 140 basis points to 44.0% of net revenues in fiscal 2024 compared to 45.4% of net revenues in fiscal 2023. The decrease in RH Segment gross margin was partially due to deleverage in occupancy costs year over year due to higher expense related to our Galleries and supply chain in support of continued global expansion. Additionally, we experienced a decrease in product margin in the core and outlet business primarily driven by price adjustments and a higher mix of discontinued products.
 Waterworks gross profit
 Waterworks gross profit decreased $1.2 million, or 1.1%, to $102 million in fiscal 2024 compared to $103 million in fiscal 2023. As a percentage of net revenues, Waterworks gross margin decreased 50 basis points to 52.7% of net revenues in fiscal 2024 compared to 53.2% of net revenues in fiscal 2023.
 Selling, general and administrative expenses
 Consolidated selling, general and administrative expenses increased $69 million, or 6.8%, to $1,092 million in fiscal 2024 compared to $1,023 million in fiscal 2023.
 RH Segment selling, general and administrative expenses
 RH Segment selling, general and administrative expenses increased $71 million, or 7.6%, to $1,016 million in fiscal 2024 compared to $944 million in fiscal 2023. RH Segment selling, general and administrative expenses were 34.0% and 33.3% of net revenues in fiscal 2024 and fiscal 2023, respectively.
 RH Segment selling, general and administrative expenses for fiscal 2024 included asset impairments of $19 million related to two Design Galleries in Germany, $17 million for property and equipment of Galleries under construction and $1.0 million related to pre-acquisition costs for an unsuccessful joint venture arrangement. In addition, in fiscal 2024 we had favorable net legal settlements of $6.2 million, non-cash compensation of $4.5 million related to an option grant made to Mr. Friedman in October 2020, as well as severance expense and other payroll related costs associated with a reorganization of $4.4 million.
 RH Segment selling, general and administrative expenses for fiscal 2023 included amortization of non-cash compensation of $9.6 million related to an option grant made to Mr. Friedman in October 2020, legal settlements of $8.5 million, severance expense and other payroll related costs associated with a reorganization of $7.6 million and asset impairments of $2.2 million and $1.3 million related to the interior refresh of our Design Galleries and a loan receivable, respectively, offset by accrual adjustments related to product recall charges of $1.6 million.
 RH Segment selling, general and administrative expenses would have been 32.7% and 32.3% of net revenues for fiscal 2024 and fiscal 2023, respectively, when excluding the adjustments to RH Segment selling, general and administrative expenses mentioned above. The increase in selling, general and administrative expenses as a percentage of net revenues was primarily driven by higher compensation costs, higher opening costs driven by new Gallery openings, most of which include hospitality, and additional advertising costs due to increased Sourcebook circulation year over year, partially offset by lower professional fees and other corporate costs.
 Waterworks selling, general and administrative expenses
 Waterworks selling, general and administrative expenses decreased $2.1 million, or 2.6%, to $77 in fiscal 2024 compared to $79 million in fiscal 2023.
 Waterworks selling, general and administrative expenses for fiscal 2024 included $3.2 million related to a favorable legal settlement. Excluding the favorable legal settlement, Waterworks selling, general and administrative expenses would have increased 70 basis points to 41.3% of net revenues in fiscal 2024 compared to 40.6% of net revenues in fiscal 2023.

 FORM 10-K | 53

 Interest expense—net increased $32 million, or 16.3%, in fiscal 2024 compared in fiscal 2023, which consisted of the following:

 2025

 2024

 Term loan interest expense

 $

 201,848

 $

 205,760

 Finance lease interest expense

 31,896

 33,822

 Asset based credit facility

 5,228

 —

 Other interest expense

 4,210

 3,945

 Capitalized interest for capital projects

 (8,680)

 (5,628)

 Interest income

 (3,901)

 (39,603)

 $

 $

 Other expense—net consisted of the following:

 2025

 2024

 Foreign exchange from transactions (1)

 $

 2,731

 $

 2,468

 Foreign exchange from remeasurement of intercompany loans (2)

 (1,390)

 $

 3,395

 $

 1,078

 (1)
 Represents net foreign exchange gains and losses related to exchange rate changes affecting foreign currency denominated transactions, primarily between the U.S. dollar as compared to the euro and pound sterling.

 (2)
 Represents remeasurement of intercompany loans with subsidiaries in Switzerland and the United Kingdom.

 Income tax expense
 Our income tax expense and effective tax rates were as follows:

 2025

 2024

 (dollars in thousands)

 Income tax expense

 $

 4,799

 $

 Effective tax rate

 6.2

 %

 18.1

 %

 The decrease in our effective tax rate for the year ended February 1, 2025 compared to the year ended February 3, 2024 is primarily attributable to reporting lower net income in the current year and the impact of higher net excess tax benefits from stock-based compensation in fiscal 2024.

 54 | FORM 10-K

 Liquidity and Capital Resources
 Overview
 Our principal sources of liquidity are cash flows generated from operations, our current balances of cash and cash equivalents, and amounts available under our ABL Credit Agreement (as defined below).
 Net debt and availability under the ABL Credit Agreement were as follows:

 2025

 2024

 Asset based credit facility (1)

 $

 200,000

 $

 —

 Term loan B (1)

 1,935,000

 1,955,000

 Term loan B-2 (1)

 488,750

 493,750

 Convertible senior notes due 2024 (1)

 —

 41,904

 Notes payable for share repurchases

 Total debt

 $

 2,624,065

 $

 2,490,969

 Cash and cash equivalents

 (30,413)

 (123,688)

 Total net debt (2)

 $

 2,593,652

 $

 2,367,281

 Availability under the asset based credit facility—net (3)

 $

 355,260

 $

 447,693

 (1)
 Amounts exclude discounts upon original issuance and third-party offering and debt issuance costs.

 (2)
 Net debt as of February 1, 2025 and February 3, 2024 excludes non-recourse real estate loans of $18 million as of both periods, which are secured by specific real estate assets and the associated creditors do not have recourse against RH's general assets.

 (3)
 The amount available for borrowing under the revolving line of credit under the ABL Credit Agreement is presented net of $45 million in outstanding letters of credit as of both periods.

 General
 The primary cash needs of our business have historically been for merchandise inventories, payroll, rent for our retail and outlet locations, capital expenditures associated with opening new locations and related real estate investments, updating existing locations, as well as the development of our infrastructure and information technology, and Sourcebooks. We seek out and evaluate opportunities for effectively managing and deploying capital in ways that improve working capital and support and enhance our business initiatives and strategies. During fiscal 2023, we invested $1,253 million of cash, inclusive of excise taxes paid, in the purchase of shares of our common stock pursuant to our Share Repurchase Program. We continuously evaluate our capital allocation strategy and may engage in future investments in connection with existing or new share repurchase programs (refer to "Share Repurchase Program" below), which may include investments in derivatives or other equity linked instruments. We have in the past been, and continue to be, opportunistic in responding to favorable market conditions regarding both sources and uses of capital. Capital raised from debt financing arrangements has enabled us to pursue various investments, including our investments in joint ventures. We expect to continue to take an opportunistic approach regarding both sources and uses of capital in connection with our business.
 We believe our capital structure provides us with substantial optionality regarding capital allocation. Our near-term decisions regarding the sources and uses of capital will continue to reflect and adapt to changes in market conditions and our business, including further developments with respect to macroeconomic factors affecting business conditions, such as trends in luxury housing, increases in interest rates, equity market performance and inflation. We believe our existing cash balances and operating cash flows, in conjunction with available financing arrangements, will be sufficient to repay our debt obligations as they become due, meet working capital requirements and fulfill other capital needs for more than the next 12 months.
 While we do not anticipate that we will require additional debt financing to fund our operations, our goal is to continue to be in a position to take advantage of the many opportunities that we identify in connection with our business and operations. We have pursued in the past, and may pursue in the future, additional strategies to generate capital to pursue opportunities and investments, including through the strategic sale of existing assets, utilization of our credit facilities, entry into various credit agreements and other new debt financing arrangements that present attractive terms. We expect to continue to use additional sources of debt financing in future periods as a source of additional capital to fund our various investments.

 FORM 10-K | 55

 To the extent we choose to secure additional sources of liquidity through incremental debt financing, there can be no assurances that we will be able to raise such financing on favorable terms, if at all, or that future financing requirements will not require us to raise money through an equity financing or by other means that could be dilutive to holders of our capital stock. Any adverse developments in the U.S. or global credit markets could affect our ability to manage our debt obligations and our ability to access future debt. In addition, agreements governing existing or new debt facilities may restrict our ability to operate our business in the manner we currently expect or to make required payments with respect to existing commitments, including the repayment of the principal amount of our convertible senior notes in cash, whether upon stated maturity, early conversion or otherwise of such convertible senior notes. To the extent we need to seek waivers from any provider of debt financing, or we fail to observe the covenants or other requirements of existing or new debt facilities, any such event could have an impact on our other commitments and obligations, including triggering cross defaults or other consequences with respect to other indebtedness. Our current level of indebtedness, and any additional indebtedness that we may incur, exposes us to certain risks with regards to interest rate increases and fluctuations. Our ability to make interest payments or to refinance any of our indebtedness to manage such interest rates may be limited or negatively affected by credit market conditions, macroeconomic trends and other risks.
 Credit Facilities and Debt Arrangements
 We amended and restated the ABL Credit Agreement in July 2021, which provides an asset based credit facility with an initial availability of up to $600 million, of which $10 million is available to Restoration Hardware Canada, Inc., and includes a $300 million accordion feature under which the revolving line of credit may be expanded by agreement of the parties from $600 million to up to $900 million if and to the extent the lenders revise their credit commitments to encompass a larger facility. The accordion feature may be added as a first-in, last-out term loan facility. The ABL Credit Agreement further provides the borrowers may request a European sub-credit facility under the revolving line of credit or under the accordion feature for borrowing by certain European subsidiaries of RH if certain conditions set out in the ABL Credit Agreement are met. The maturity date of the asset based credit facility is July 29, 2026.
 We entered into a $2,000 million term debt financing in October 2021 (the "Term Loan B") by means of a Term Loan Credit Agreement through RHI as the borrower, Bank of America, N.A. as administrative agent and collateral agent, and the various lenders party thereto (the "Term Loan Credit Agreement"). Term Loan B has a maturity date of October 20, 2028. We are required to make quarterly principal payments of $5.0 million with respect to Term Loan B.
 In May 2022, we entered into an incremental term debt financing (the "Term Loan B-2") in an aggregate principal amount equal to $500 million by means of an amendment to the Term Loan Credit Agreement with RHI as the borrower, Bank of America, N.A. as administrative agent and the various lenders parties thereto (the "Amended Term Loan Credit Agreement"). Term Loan B-2 has a maturity date of October 20, 2028. Term Loan B-2 constitutes a separate class from the existing Term Loan B under the Term Loan Credit Agreement. We are required to make quarterly principal payments of $1.3 million with respect to Term Loan B-2.

 56 | FORM 10-K

 Capital
 We have invested significant capital expenditures in developing and opening new Design Galleries, and these capital expenditures have increased in the past, and may continue to increase in future periods, as we open additional Design Galleries, which may require us to undertake upgrades to historical buildings or construction of new buildings. Our adjusted capital expenditures include capital expenditures from investing activities and cash outflows of capital related to construction activities to design and build landlord-owned leased assets, net of tenant allowances received during the construction period. During fiscal 2024, adjusted capital expenditures were $282 million in aggregate, net of cash received related to landlord tenant allowances of $28 million. In addition, we also received landlord tenant allowances under finance leases subsequent to lease commencement of $4.8 million. We anticipate our adjusted capital expenditures to be $275 million to $325 million in fiscal 2025, primarily related to our growth and expansion, including construction of new Design Galleries and infrastructure investments. Nevertheless, we may elect to pursue additional capital expenditures beyond those that are anticipated during any given fiscal period inasmuch as our strategy is to be opportunistic with respect to our investments and we may choose to pursue certain capital transactions based on the availability and timing of unique opportunities. There are a number of macroeconomic factors and uncertainties affecting the overall business climate as well as our business, including increased inflation and higher interest rates and we may make adjustments to our allocation of capital in fiscal 2025 or beyond in response to these changing or other circumstances. We may also invest in other uses of our liquidity such as share repurchases, acquisitions and growth initiatives, including through joint ventures and real estate investments.
 Certain lease arrangements require the landlord to fund a portion of the construction related costs through payments directly to us. As we develop new Galleries, as well as other potential strategic initiatives in the future like our integrated hospitality experience, we are exploring other models for our real estate activities, which include different terms and conditions for real estate transactions. These transactions may involve longer lease terms or further purchases of, or joint ventures or other forms of equity ownership in, real estate interests associated with new sites and buildings that we wish to develop for new Gallery locations or other aspects of our business. These approaches might require different levels of capital investment on our part than a traditional store lease with a landlord. We have also begun executing changes in our real estate strategy to transition some projects from a leasing model to a development model, where we buy and develop real estate for our Design Galleries either directly or through joint ventures and other structures with the ultimate objective of (i) recouping a majority of the investment through a sale-leaseback arrangement and (ii) resulting in lower capital investment and lower rent. For example, we have entered into arrangements with a third-party development partner to develop real estate for future RH Design Galleries. In the event that such capital and other expenditures require us to pursue additional funding sources, we can provide no assurance that we will be successful in securing additional funding on attractive terms or at all. In addition, our capital needs and uses of capital may change in the future due to changes in our business or new opportunities that we may pursue.
 Cash Flow Analysis
 Cash flows from operating, investing, and financing activities were as follows:

 2025

 2024

 2023

 Net cash provided by operating activities

 $

 17,095

 $

 202,214

 $

 403,687

 Net cash used in investing activities

 (240,409)

 (307,431)

 (171,068)

 Net cash provided by (used in) financing activities

 130,586

 (1,283,031)

 (902,477)

 Net decrease in cash and cash equivalents, restricted cash and restricted cash equivalents

 (93,275)

 (1,388,075)

 (670,101)

 Cash and cash equivalents, restricted cash and restricted cash equivalents at end of period

 30,413

 1,511,763

 FORM 10-K | 57

 Net Cash Provided by Operating Activities
 Operating activities consist primarily of net income adjusted for non-cash items, including depreciation and amortization, impairments, stock-based compensation and the effect of changes in working capital and other activities.
 For fiscal 2024, net cash provided by operating activities was $17 million and consisted of net income of $72 million and an increase in non-cash items of $359 million, partially offset by a change in working capital and other activities of $415 million. The use of cash from working capital was primarily driven by an increase in merchandise inventory of $269 million, a decrease in operating lease liabilities of $90 million, an increase in landlord assets under construction, net of tenant allowances, of $52 million, a decrease in other current and non-current liabilities of $33 million, an increase in prepaid expense and other assets of $19 million and an increase in accounts receivable of $8.5 million. These uses of cash from working capital were partially offset by an increase in accounts payable and accrued expenses of $47 million and an increase in deferred revenue and customer deposits of $9.4 million.
 Net Cash Used in Investing Activities
 Investing activities consist primarily of investments in capital expenditures related to investments in retail stores, information technology and systems infrastructure, as well as supply chain investments. Investing activities also include our strategic investments.
 For fiscal 2024, net cash used in investing activities was $240 million and was comprised of investments in retail stores, information technology and systems infrastructure of $231 million and additional contributions to our equity method investments of $9.6 million.
 Net Cash Provided by (Used in) Financing Activities
 Financing activities consist primarily of borrowings and repayments related to convertible senior notes, credit facilities and other financing arrangements, and cash used in connection with such financing activities include investments in our share repurchase program, repayment of indebtedness, including principal payments under finance lease agreements and other equity related transactions.
 For fiscal 2024, net cash provided by financing activities was $131 million primarily due to net borrowings under the asset based credit facility of $200 million and proceeds from the exercise of stock options of $31 million. These cash inflows were partially offset by the settlement of the 2024 Notes of $42 million, payments under term loans of $25 million and net payments under finance lease agreements of $21 million. In addition, during the year ended February 1, 2025, we paid $12 million of excise taxes related to share repurchases made in fiscal 2023.
 Non-Cash Transactions
 Non-cash transactions consist of non-cash additions of property and equipment and landlord assets under construction, as well as excise tax from share repurchases, included in accounts payable and accrued expenses at period-end. In addition, non-cash transactions consist of shares issued and received related to convertible senior note transactions, including in aggregate 39,121 and 1,931 shares of common stock issued in fiscal 2024 and fiscal 2023, respectively (refer to Note 11— Convertible Senior Notes in our consolidated financial statements).
 Cash Requirements from Contractual Obligations
 Leases
 We lease nearly all of our retail and outlet locations, corporate headquarters, distribution centers and home delivery center locations, as well as other storage and office space. Refer to "Leases" within Note 3— Significant Accounting Policies and Note 10—Leases in our consolidated financial statements for further information on our lease arrangements, including the maturities of our operating and finance lease liabilities.
 Most lease arrangements provide us with the option to renew the leases at defined terms. The table presenting the maturities of our lease liabilities included in Note 10— Leases in our consolidated financial statements includes future obligations for renewal options that are reasonably certain to be exercised and are included in the measurement of the lease liability. Amounts presented therein do not include future lease payments under leases that have not commenced or estimated contingent rent due under operating and finance leases.

 58 | FORM 10-K

 Asset Based Credit Facility
 Refer to Note 12— Credit Facilities in our consolidated financial statements for further information on our asset based credit facility, including the amount available for borrowing under the revolving line of credit, net of outstanding letters of credit.
 Term Loan
 Refer to Note 12— Credit Facilities in our consolidated financial statements for further information on our Term Loan.
 Real Estate Loans
 Refer to Note 7— Variable Interest Entities in our consolidated financial statements for further information on our real estate loans.
 Share Repurchase Program
 We regularly review share repurchase activity and consider various factors in determining whether and when to execute investments in connection with our share repurchase program, including, among others, current cash needs, capacity for leverage, cost of borrowings, results of operations and the market price of our common stock. We believe that our share repurchase program will continue to be an excellent allocation of capital for the long-term benefit of our shareholders. We may undertake other repurchase programs in the future with respect to our securities. Beginning January 1, 2023, share repurchases under our Share Repurchase Program (as defined below) are subject to a 1% excise tax imposed under the Inflation Reduction Act, H.R 5376.
 In 2018, our Board of Directors authorized a share repurchase program through open market purchases, privately negotiated transactions or other means, including through Rule 10b-18 open market repurchases, Rule 10b5-1 trading plans or through the use of other techniques such as the acquisition of other equity linked instruments, accelerated share repurchases, including through privately negotiated arrangements in which a portion of the share repurchase program is committed in advance through a financial intermediary and/or in transactions involving hedging or derivatives.
 On June 2, 2022, the Board of Directors authorized an additional $2,000 million for the purchase of shares of our outstanding common stock, which increased the total authorized size of the share repurchase program to $2,450 million (the "Share Repurchase Program"). Refer to Note 16— Share Repurchase and Share Retirements in our consolidated financial statements. As of February 1, 2025, $201 million remains available for future share repurchases under the Share Repurchase Program.
 Other Commitments
 We enter into various commitments related to the procurement of merchandise inventory. As of February 1, 2025, these merchandise inventory purchase commitments were $462 million.
 We are not able to reasonably estimate when cash payments for the unrecognized tax benefits associated with uncertain tax positions of $4.0 million as of February 1, 2025 will occur or the amount by which the liability for uncertain tax positions will increase or decrease over time. Refer to Note 14— Income Taxes in our consolidated financial statements.
 Critical Accounting Policies and Estimates
 The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our senior leadership to make estimates and assumptions that affect amounts reported in our consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our accounting policies, estimates, and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions and such differences could be material to the consolidated financial statements.
 Information on all of our significant accounting policies can be found in Note 3— Significant Accounting Policies in our consolidated financial statements. Our senior leadership team evaluates the development and selection of our critical accounting policies and estimates and believes that certain of our significant accounting policies involve a higher degree of judgment or complexity and are most significant to reporting our consolidated results of operations and financial position and are therefore discussed as critical. The following critical accounting policies reflect the significant estimates and judgments used in the preparation of our consolidated financial statements.

 FORM 10-K | 59

 Merchandise Inventories—Reserves
 Our merchandise inventories are comprised of finished goods and are carried at the lower of cost or net realizable value, with cost determined on a weighted-average cost method and net realizable value adjusted periodically for current market conditions. Net realizable value requires judgments that may significantly affect the ending inventory valuation, as well as gross margin. We adjust our inventory reserves for net realizable value and obsolescence (including excess and slow-moving inventory) based on current and anticipated demand trends, merchandise aging reports, specific product identification, estimates of future retail sales prices and historical results.
 We have not made any material changes to our assumptions included in the calculations of the lower of cost or net realizable value reserves during the periods presented.
 Impairment—Long-Lived Assets
 Long-lived assets, such as property and equipment and lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, change in the intended use of an asset, a product recall or an adverse action or assessment by a regulator. If the sum of the estimated undiscounted future cash flows over the remaining life of the primary asset is less than the carrying value, we recognize a loss equal to the difference between the carrying value and the fair value, usually determined by the estimated discounted cash flow analysis of the asset or asset group. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our stores is generally the individual Gallery level.
 Since there is typically no active market for our long-lived assets, we estimate fair values based on the expected future cash flows of the asset or asset group, using a discount rate commensurate with the related risk. The estimate of fair value requires management judgments that may significantly affect the ending asset valuation. Future cash flows are estimated considering the highest and best use of the assets, which may be based on a number of factors, including gallery-level historical results, current trends, operating cash flow projections or market-based rental rates. Our estimates are subject to uncertainty and may be affected by a number of factors outside our control, including general economic conditions and the competitive environment. While we believe our estimates and judgments about future cash flows are reasonable, future impairment charges may be required if the expected cash flow estimates, as projected, do not occur or if events change requiring us to revise our estimates.
 Lease Accounting—Determination of the Classification of New Real Estate Lease Contracts
 Reasonably Certain Lease Term
 In recognizing the lease right-of-use assets and lease liabilities, we utilize the lease term for which we are reasonably certain to use the underlying asset, including consideration of options to extend or terminate the lease. At lease commencement, we evaluate whether we are reasonably certain to exercise available options based on consideration of a variety of economic factors and the circumstances related to the leased asset. Factors considered include, but are not limited to, (i) the contractual terms, including renewal periods compared to estimated market rates, (ii) the uniqueness or importance of the asset or its location, (iii) the potential costs of obtaining an alternative asset, (iv) the potential costs of relocating or ceasing use of the asset, including the consideration of leasehold improvements and other invested capital, and (v) any potential tax consequences.
 The determination of the reasonably certain lease term affects the inclusion of rental payments utilized in the incremental borrowing rate calculations, the results of the lease classification test, and our consideration of certain assets held for sale or planned for sale-leaseback. The reasonably certain lease term may materially impact our financial position related to certain Design Galleries or distribution center facilities which typically have greater lease payments. Although the above factors are considered in our analysis, the assessment involves subjectivity considering our strategy, expected future events and market conditions. While we believe our estimates and judgments in determining the lease term are reasonable, future events may occur that may require us to reassess this determination.

 60 | FORM 10-K

 Incremental Borrowing Rate
 As most of our leases do not include an implicit interest rate, we determine the discount rate for each lease based upon the incremental borrowing rate ("IBR") in order to calculate the present value of the lease liability at the commencement date. The IBR is computed as the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the total lease payments in a similar economic environment. We utilize our outstanding debt facilities, including our asset based credit facility or our Term Loan Credit Agreement, as the basis for determining the applicable IBR for each lease. We estimate the incremental borrowing rate for each lease primarily by reference to yield rates on debt issuances by companies of a similar credit rating, the weighted-average lease term and adjustments for differences between the yield rates and the actual term of the credit facility. In determining the yield rates, for newly constructed Design Galleries or significant distribution centers we utilize market information on the lease commencement date and, for all other leases, we utilize market information as of the beginning of the quarter in which the lease commenced.
 Fair Value
 We determine the fair value of the underlying asset, and the lease components such as land and building, for purposes of determining the lease classification and allocating our contractual rental payments to the lease components. The fair value of the underlying asset and lease components also impact our assets held for sale and sale-leaseback transactions. The fair value assessments may materially impact our financial position related to certain Design Galleries or distribution center facilities which typically have greater fair values.
 The determination of fair value requires subjectivity and estimates, including the use of multiple valuation techniques and uncertain inputs, such as market price per square foot and assumed capitalization rates or the replacement cost of the assets, where applicable. Where real estate valuation expertise is required, we obtain independent third-party appraisals to determine the fair value of the underlying asset and lease components.
 Variable Interest Entities
 We occasionally make investments in privately-held limited liability companies in connection with real estate development initiatives. As described in our significant accounting policy, we evaluate whether that legal entity is within the scope of the variable interest entity ("VIE") model and, if so, whether we are the primary beneficiary of the VIE. This determination includes an assessment of whether we have the power to direct the activities that most significantly impact economic performance of the VIE, which requires judgement and evaluation of numerous factors. These include the purpose of the VIE, rights and obligations of the variable interest holders, mechanisms for the resolution of disputes among the variable interest holders and other agreements with the legal entity and its variable interest holders.
 We consolidate a VIE if our involvement indicates that we are the primary beneficiary. We account for investments in VIEs where we are not the primary beneficiary using the equity method of accounting.
 In certain instances, we are required to recognize non-cash compensation expense related to equity interests given to the noncontrolling interest holder of consolidated VIEs in connection with real estate development initiatives. There are no explicit or implicit vesting conditions associated with these deemed compensation arrangements. Equity-classified compensation arrangements are measured upon the noncontrolling interest holders being admitted as a member of the VIEs, and liability-classified compensation arrangements are measured at the end of each reporting period. The fair-value-based measure of the equity interests is determined using a Black-Scholes option pricing model that requires the input of subjective assumptions regarding the future cash flows of the VIE, including consideration of future expected debt financing and the expected volatility of the equity interests. We determined these assumptions based on entity specific considerations of (i) the primary expected future cash flows of property rents and expected debt and debt service payments, (ii) discount rates appropriate for the economic environment and anticipated future interest rates and (iii) expected volatility based on historical observed stock prices of publicly traded peer companies, including those involved in real estate development.
 Recently Issued Accounting Pronouncements
 Refer to "Recently Issued Accounting Standards" within Note 3— Significant Accounting Policies in our consolidated financial statements within Part II of this Annual Report.

 FORM 10-K | 61

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
 We currently do not engage in any interest rate hedging activity.
 We are subject to interest rate risk in connection with borrowings under the ABL Credit Agreement and the Term Loan Credit Agreement, as amended, since such borrowings bear interest at variable rates and we may incur additional indebtedness that bears interest at variable rates. In addition, certain of our real estate loans under our VIEs also bear interest at variable rates. We are also subject to interest rate risk through interest income received on our cash and cash equivalent balances, which consist of highly liquid investments with original maturities of 90 days or less held in cash on hand, bank balances, short-term deposits and money market funds.
 Interest rate increases may increase the interest rate applicable to our borrowings that have rates that are subject to adjustment pursuant to floating rate indices, such as SOFR. As of February 1, 2025, we had $200 million of outstanding borrowings under the revolving line of credit and $2,424 million outstanding under the Term Loan Credit Agreement. The ABL Credit Agreement provides for a borrowing amount based on the value of eligible collateral and a formula linked to certain borrowing percentages based on certain categories of collateral. Under the terms of such provisions, the amount under the revolving line of credit borrowing base that could be available pursuant to the ABL Credit Agreement as of February 1, 2025 was $355 million, net of $45 million in outstanding letters of credit. Based on the average interest rate on the revolving line of credit under the ABL Credit Agreement and the Term Loan B and Term Loan B-2 under the Term Loan Credit Agreement during fiscal 2024, and to the extent that borrowings were outstanding under any facility, for every 100-basis point change in interest rates, our annual interest expense could change by approximately $26 million. To the extent that we incur additional indebtedness, we may increase our exposure to risk from interest rate fluctuations. However, our exposure to change in our interest expense is partially offset by interest income, which is also affected by changes in market interest rates.
 In fiscal 2023, the Term Loan Credit Agreement transitioned to reference SOFR, which is published by the Federal Reserve Bank of New York to replace LIBOR.
 Foreign Currency Risk
 Our revenues are predominately denominated in U.S. dollars, and accordingly, our net revenues are not currently subject to significant foreign currency risk. However, as we are currently expanding our operations into select European markets, fluctuations in foreign currency exchange rates are beginning to impact our results of operations. Certain of our operating expenses are denominated in the currencies of the countries in which our operations exist or are expanding, and accordingly, we have exposure to adverse movements in foreign currency exchange rates, particularly changes in the Pound sterling, Euro and Canadian Dollar, as our international operations are translated from local currency, or functional currency, into U.S. dollars upon consolidation. Fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our consolidated statements of income, which are presented in other expense—net. We minimize this exposure by managing cash balances at levels appropriate to meet forthcoming expenses in U.S. dollars and applicable foreign currencies.
 To date, we have not engaged in foreign currency hedging transactions because our foreign currency transaction gains and losses have not been material to our consolidated financial statements, but we may begin foreign currency risk management strategies in the future.
 Impact of Inflation
 Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the historical impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation on our consolidated results of operations and financial condition have been primarily transitory to date as we have been able to adjust our costs of operation as well as our merchandise pricing in response to increased prices for services and other inputs, including the costs to purchase merchandise from our vendors. On the other hand, some increased costs related to higher levels of inflation may have longer duration impact on our operations, including increased costs of compensation for our team members as well as higher prices for construction and materials used in our Gallery development. There can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future, including by the lingering effects of heightened levels of inflation experienced globally since 2022. We may be unable to overcome these issues through measures such as price increases for our products. Risks related to inflation could include increased costs for many products and services that are necessary for the operation of our business as well as the impact of interest rate increases, which could have, among other consequences, a negative effect on the housing market and consumer demand for our products.

 62 | FORM 10-K

 On August 16, 2022, the Inflation Reduction Act, H.R. 5376 (the "IR Act") was signed into law. The IR Act introduces a 15% corporate alternative minimum tax ("CAMT") for corporations whose average annual adjusted financial statement income for any consecutive three-tax-year period preceding the applicable tax year exceeds $1 billion and a 1% excise tax on certain stock repurchases. The CAMT and the excise tax were effective in taxable years beginning after December 31, 2022. The CAMT provision did not have a material impact on our consolidated financial statements in fiscal 2024. Refer to Note 16 —Share Repurchase Program and Share Retirement.

 FORM 10-K | 63

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 RH
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)

 Consolidated Balance Sheets

 Consolidated Statements of Income

 Consolidated Statements of Comprehensive Income

 Consolidated Statements of Stockholders' Equity (Deficit)

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 64 | FORM 10-K

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the Board of Directors and Stockholders of RH
 Opinions on the Financial Statements and Internal Control over Financial Reporting
 We have audited the accompanying consolidated balance sheets of RH and its subsidiaries (the "Company") as of February 1, 2025 and February 3, 2024, and the related consolidated statements of income, of comprehensive income, of stockholders' equity (deficit) and of cash flows for each of the three years in the period ended February 1, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 1. 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1. 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
 Change in Accounting Principle
 As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity, and the computation of net income per share for such instruments and contracts in fiscal 2022.
 Basis for Opinions
 The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
 Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
 Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
 Definition and Limitations of Internal Control over Financial Reporting
 A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies

 FORM 10-K | 65

 and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 Critical Audit Matters
 The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
 Determination of the Classification of New Real Estate Lease Contracts
 As described in Notes 3 and 10 to the consolidated financial statements, certain of the Company's real estate leases are classified as finance leases. Leases that do not meet the definition of a finance lease are considered operating leases. For the year ended February 1, 2025, lease right-of-use assets obtained in exchange for lease obligations - net of lease terminations totaled $102.4 million related to operating leases and $85.1 million related to finance leases, of which a significant portion of the operating and finance leases relates to new real estate leases. Lease characteristics that management evaluates to determine lease classification include, but are not limited to, the reasonably certain lease term, incremental borrowing rate of the leased asset, and fair value of the leased asset.
 The principal considerations for our determination that performing procedures relating to the determination of the classification of new real estate lease contracts is a critical audit matter are (i) the significant judgment by management when determining the classification of new real estate lease contracts based on its evaluation of the lease characteristics; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the determination of the classification of new real estate lease contracts and management's significant assumptions related to the reasonably certain lease term, incremental borrowing rate of the leased asset, and fair value of the leased asset; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to lease accounting, including controls over management's determination of the classification of new real estate lease contracts based on the lease characteristics. These procedures also included, among others (i) reading certain new real estate lease contracts; (ii) testing management's process for determining the classification of new real estate lease contracts based on the lease characteristics; (iii) testing the completeness and accuracy of the underlying data used by management; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the reasonably certain lease term, incremental borrowing rate of the leased asset, and fair value of the leased asset. Evaluating management's assumptions related to the reasonably certain lease term, incremental borrowing rate of the leased asset, and fair value of the leased asset involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Company; (ii) consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the assumptions related to the incremental borrowing rate of the leased asset and fair value of the leased asset.

 /s/ PricewaterhouseCoopers LLP
 San Francisco, California
 April 2, 2025
 We have served as the Company's auditor since 2008.

 66 | FORM 10-K

 RH
 CONSOLIDATED BALANCE SHEETS

 2025

 2024

 ASSETS

 Cash and cash equivalents

 $

 30,413

 $

 Accounts receivable—net

 63,484

 55,058

 Merchandise inventories

 1,019,591

 754,126

 Prepaid expense and other current assets

 177,843

 169,030

 Total current assets

 1,291,331

 1,101,902

 Property and equipment—net

 1,883,176

 1,685,858

 Operating lease right-of-use assets

 617,103

 625,801

 Goodwill

 140,943

 141,033

 Tradenames, trademarks and other intangible assets

 76,118

 75,927

 Deferred tax assets

 147,723

 143,986

 Equity method investments

 126,909

 128,668

 Other non-current assets

 271,386

 240,722

 Total assets

 $

 4,554,689

 $

 4,143,897

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Accounts payable and accrued expenses

 $

 413,406

 $

 366,585

 Deferred revenue and customer deposits

 291,815

 282,812

 Convertible senior notes due 2024—net

 —

 41,835

 Operating lease liabilities

 100,944

 85,523

 98,961

 96,113

 Total current liabilities

 905,126

 872,868

 Asset based credit facility

 200,000

 —

 Term loan B—net

 1,903,144

 1,919,885

 Term loan B-2—net

 468,019

 468,696

 Real estate loans—net

 15,524

 17,766

 Non-current operating lease liabilities

 573,468

 576,166

 Non-current finance lease liabilities

 630,655

 566,829

 Deferred tax liabilities

 10,394

 8,442

 Other non-current obligations

 11,948

 10,639

 Total liabilities

 4,718,278

 4,441,291

 Commitments and contingencies (Note 19)

 Stockholders' deficit:

 Preferred stock—$ 0.0001 par value per share, 10,000,000 shares authorized, no shares issued or outstanding as of February 1, 2025 and February 3, 2024

 —

 —

 Common stock—$ 0.0001 par value per share, 180,000,000 shares authorized, 18,726,116 shares issued and outstanding as of February 1, 2025; 18,315,613 shares issued and outstanding as of February 3, 2024

 Additional paid-in capital

 362,348

 287,806

 Accumulated other comprehensive loss

 ( 15,087)

 ( 1,938)

 Accumulated deficit

 ( 510,852)

 ( 583,264)

 Total stockholders' deficit

 ( 163,589)

 ( 297,394)

 Total liabilities and stockholders' deficit

 $

 4,554,689

 $

 4,143,897

 The accompanying notes are an integral part of these Consolidated Financial Statements.

 67 | FORM 10-K

 RH
 CONSOLIDATED STATEMENTS OF INCOME

 2025

 2024

 2023

 Net revenues

 $

 3,180,753

 $

 3,029,126

 $

 3,590,477

 Cost of goods sold

 1,765,821

 1,640,107

 1,778,492

 Gross profit

 1,414,932

 1,389,019

 1,811,985

 Selling, general and administrative expenses

 1,092,345

 1,022,948

 1,089,828

 Income from operations

 722,157

 Other expenses

 Loss on extinguishment of debt

 —

 —

 3,395

 1,078

 Total other expenses

 233,996

 199,374

 282,818

 Income before taxes and equity method investments

 88,591

 166,697

 439,339

 Income tax expense (benefit)

 4,799

 ( 91,358)

 Income before equity method investments

 83,792

 138,436

 530,697

 Share of equity method investments loss—net

 2,055

 $

 $

 $

 Weighted-average shares used in computing basic net income per share

 18,487,319

 19,880,576

 23,523,065

 Basic net income per share

 $

 3.92

 $

 6.42

 $

 22.47

 Weighted-average shares used in computing diluted net income per share

 19,991,599

 21,600,478

 26,561,988

 Diluted net income per share

 $

 3.62

 $

 5.91

 $

 19.90

 The accompanying notes are an integral part of these Consolidated Financial Statements.

 68 | FORM 10-K

 RH
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 2025

 2024

 2023

 $

 $

 $

 Net gain (loss) from foreign currency translation

 ( 13,149)

 ( 993)

 Comprehensive income

 $

 59,263

 $

 128,026

 $

 527,649

 The accompanying notes are an integral part of these Consolidated Financial Statements.

 FORM 10-K | 69

 RH
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 COMMON STOCK

 TREASURY STOCK

 ACCUMULATED

 RETAINED

 ADDITIONAL

 OTHER

 EARNINGS

 TOTAL

 PAID-IN

 COMPREHENSIVE

 (ACCUMULATED

 STOCKHOLDERS'

 SHARES

 CAPITAL

 INCOME (LOSS)

 DEFICIT)

 SHARES

 EQUITY (DEFICIT)

 (in thousands, except share amounts)

 Balances—January 29, 2022

 21,506,967

 $

 $

 620,577

 $

 ( 1,410)

 $

 551,108

 —

 $

 —

 $

 1,170,277

 Stock-based compensation

 —

 —

 43,546

 —

 —

 —

 —

 43,546

 Issuance of restricted stock

 3,577

 —

 —

 —

 —

 —

 —

 —

 Vested and delivered restricted stock units

 5,284

 —

 ( 803)

 —

 —

 —

 —

 ( 803)

 Exercise of stock options

 4,249,081

 —

 231,297

 —

 —

 —

 —

 231,297

 Repurchase of common stock—including excise tax

 ( 3,719,550)

 —

 —

 —

 —

 3,719,550

 ( 1,003,700)

 ( 1,003,700)

 Retirement of treasury stock

 —

 —

 ( 444,047)

 —

 ( 559,653)

 ( 3,719,550)

 1,003,700

 —

 Exercise of call option under bond hedge upon settlement of convertible senior notes

 ( 36,968)

 —

 14,705

 —

 —

 ( 36,968)

 ( 14,705)

 —

 Settlement of convertible senior notes

 36,994

 —

 ( 14,705)

 —

 —

 36,968

 14,705

 —

 Termination of common stock warrants

 —

 —

 ( 386,708)

 —

 —

 —

 —

 ( 386,708)

 Termination of convertible note hedge

 —

 —

 236,050

 —

 —

 —

 —

 236,050

 Impact of ASU 2020-06 adoption

 —

 —

 ( 56,390)

 —

 19,889

 —

 —

 ( 36,501)

 Non-cash equity compensation related to consolidated variable interest entities

 —

 —

 3,554

 —

 —

 —

 —

 3,554

 —

 —

 —

 —

 —

 —

 Net loss from foreign currency translation

 —

 —

 —

 ( 993)

 —

 —

 —

 ( 993)

 Balances—January 28, 2023

 22,045,385

 $

 $

 247,076

 $

 ( 2,403)

 $

 539,986

 —

 $

 —

 $

 784,661

 Stock-based compensation

 —

 —

 39,384

 —

 —

 —

 —

 39,384

 Issuance of restricted stock

 2,961

 —

 —

 —

 —

 —

 —

 —

 Vested and delivered restricted stock units

 2,815

 —

 ( 400)

 —

 —

 —

 —

 ( 400)

 Exercise of stock options

 150,486

 —

 12,122

 —

 —

 —

 —

 12,122

 Settlement of convertible senior notes

 1,931

 —

 —

 —

 —

 —

 —

 —

 Repurchase of common stock—including excise tax

 ( 3,887,965)

 —

 —

 —

 —

 3,887,965

 ( 1,261,187)

 ( 1,261,187)

 Retirement of treasury stock

 —

 —

 ( 10,376)

 —

 ( 1,250,811)

 ( 3,887,965)

 1,261,187

 —

 —

 —

 —

 —

 —

 —

 Net gain from foreign currency translation

 —

 —

 —

 —

 —

 —

 Balances—February 3, 2024

 18,315,613

 $

 $

 287,806

 $

 ( 1,938)

 $

 ( 583,264)

 —

 $

 —

 $

 ( 297,394)

 Stock-based compensation

 —

 —

 44,185

 —

 —

 —

 —

 44,185

 Issuance of restricted stock

 15,829

 —

 —

 —

 —

 —

 —

 —

 Vested and delivered restricted stock units

 2,564

 —

 ( 547)

 —

 —

 —

 —

 ( 547)

 Exercise of stock options

 352,989

 —

 30,904

 —

 —

 —

 —

 30,904

 Settlement of convertible senior notes

 39,121

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Net loss from foreign currency translation

 —

 —

 —

 ( 13,149)

 —

 —

 —

 ( 13,149)

 Balances—February 1, 2025

 18,726,116

 $

 $

 362,348

 $

 ( 15,087)

 $

 ( 510,852)

 —

 $

 —

 $

 ( 163,589)

 The accompanying notes are an integral part of these Consolidated Financial Statements.

 FORM 10-K | 70

 RH
 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2025

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 $

 $

 $

 Adjustments to reconcile net income to net cash provided by operating activities:

 Depreciation and amortization

 130,191

 118,989

 108,588

 Non-cash operating lease cost

 96,406

 86,699

 75,185

 Stock-based compensation expense

 44,185

 39,384

 43,546

 Asset impairments

 37,570

 8,339

 Non-cash compensation related to consolidated variable interest entities

 —

 —

 4,470

 Non-cash finance lease interest expense

 31,896

 33,822

 32,051

 Deferred income taxes

 ( 1,494)

 25,266

 ( 91,988)

 Loss on extinguishment of debt

 —

 —

 Share of equity method investments loss—net

 2,055

 Other non-cash items

 9,097

 7,362

 5,809

 Change in assets and liabilities:

 Accounts receivable

 ( 8,484)

 4,690

 ( 1,846)

 Merchandise inventories

 ( 268,573)

 47,274

 ( 77,193)

 Prepaid expense and other assets

 ( 19,392)

 ( 65,658)

 ( 102,521)

 Landlord assets under construction—net of tenant allowances

 ( 51,538)

 ( 25,368)

 ( 51,369)

 Accounts payable and accrued expenses

 46,778

 ( 41,070)

 ( 56,264)

 Deferred revenue and customer deposits

 9,352

 ( 42,974)

 ( 62,086)

 ( 1,798)

 ( 5,937)

 ( 37,653)

 Current and non-current operating lease liabilities

 ( 90,334)

 ( 95,634)

 ( 76,968)

 Other non-current obligations

 ( 30,559)

 ( 31,406)

 ( 32,535)

 Net cash provided by operating activities

 17,095

 202,214

 403,687

 CASH FLOWS FROM INVESTING ACTIVITIES

 Capital expenditures

 ( 230,788)

 ( 269,356)

 ( 173,642)

 Equity method investments

 ( 9,621)

 ( 38,075)

 ( 2,713)

 Proceeds from sale of asset

 —

 —

 5,287

 Net cash used in investing activities

 ( 240,409)

 ( 307,431)

 ( 171,068)

 71 | FORM 10-K

 RH
 CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

 2025

 2024

 2023

 CASH FLOWS FROM FINANCING ACTIVITIES

 Borrowings under asset based credit facility

 235,000

 —

 —

 Repayments under asset based credit facility

 ( 35,000)

 —

 —

 Borrowings under term loans

 —

 —

 500,000

 Repayments under term loans

 ( 25,000)

 ( 25,000)

 ( 21,250)

 Borrowings under real estate loans

 —

 —

 16,000

 Repayments under real estate loans

 ( 127)

 ( 26)

 ( 10)

 Repayments under promissory and equipment security notes

 —

 ( 1,160)

 ( 13,863)

 Repayments of convertible senior notes

 ( 41,904)

 ( 1,696)

 ( 13,064)

 Repayment under convertible senior notes repurchase obligation

 —

 —

 ( 395,372)

 Debt issuance costs

 —

 —

 ( 28,069)

 Debt extinguishment costs

 —

 —

 ( 8,059)

 Principal payments under finance lease agreements—net of tenant allowances

 ( 20,752)

 ( 13,972)

 ( 10,146)

 Proceeds from termination of convertible senior note hedges

 —

 —

 231,796

 Payments for termination of common stock warrants

 —

 —

 ( 390,934)

 Repurchases of common stock—inclusive of excise taxes paid

 ( 11,988)

 ( 1,252,899)

 ( 1,000,000)

 Proceeds from exercise of stock options

 30,904

 12,122

 231,297

 Tax withholdings related to issuance of stock-based awards

 ( 547)

 ( 400)

 ( 803)

 Net cash provided by (used in) financing activities

 130,586

 ( 1,283,031)

 ( 902,477)

 Effects of foreign currency exchange rate translation on cash

 ( 547)

 ( 243)

 Net decrease in cash and cash equivalents, restricted cash and restricted cash equivalents

 ( 93,275)

 ( 1,388,075)

 ( 670,101)

 Cash and cash equivalents, restricted cash and restricted cash equivalents

 Beginning of period—cash and cash equivalents

 1,508,101

 2,177,889

 Beginning of period—restricted cash

 —

 3,662

 —

 Beginning of period—restricted cash equivalents (acquisition related escrow deposits)

 —

 —

 3,975

 Beginning of period—cash and cash equivalents, restricted cash and restricted cash equivalents

 $

 $

 1,511,763

 $

 2,181,864

 End of period—cash and cash equivalents

 30,413

 1,508,101

 End of period—restricted cash

 —

 —

 3,662

 End of period—cash and cash equivalents and restricted cash

 $

 30,413

 $

 $

 1,511,763

 Cash paid for interest

 $

 219,686

 $

 246,210

 $

 133,821

 Cash paid for taxes

 21,080

 14,278

 41,355

 72 | FORM 10-K

 RH
 CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

 2025

 2024

 2023

 Non-cash transactions

 Property and equipment additions in accounts payable and accrued expenses at period-end

 $

 47,748

 $

 40,775

 $

 17,755

 Landlord asset additions in accounts payable and accrued expenses at period-end

 10,030

 3,841

 1,229

 Excise tax from share repurchases in accounts payable and accrued expenses at period-end

 —

 11,988

 3,700

 Property and equipment additions acquired under real estate loans

 —

 —

 2,000

 Shares issued on settlement of convertible senior notes

 —

 —

 ( 14,705)

 Shares received on exercise of call option under bond hedge upon settlement of convertible senior notes

 —

 —

 14,705

 Extinguishment of convertible senior notes related to repurchase obligation

 —

 —

 ( 261,988)

 Financing liability and embedded derivative arising from convertible senior notes repurchase

 —

 —

 405,577

 Conversion of loan receivables into equity of consolidated variable interest entities

 —

 —

 27,096

 The accompanying notes are an integral part of these Consolidated Financial Statements.

 FORM 10-K | 73

 RH
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1—NATURE OF BUSINESS
 RH, a Delaware corporation, together with its subsidiaries (collectively, "we," "us," "our" or the "Company"), is a leading retailer and luxury lifestyle brand operating primarily in the home furnishings market. Our curated and fully integrated assortments are presented consistently across our sales channels, including our retail locations, websites and Sourcebooks. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, d cor, outdoor and garden, and baby, child and teen furnishings.
 As of February 1, 2025, we operated a total of 68 RH Galleries and 40 RH Outlet stores, one RH Guesthouse, one RH Interior Design Office and 14 Waterworks Showrooms throughout the United States, Canada, the United Kingdom, Germany, Belgium and Spain. We also have sourcing operations in Shanghai and Hong Kong.

 NOTE 2—ORGANIZATION
 Our company was formed on August 18, 2011 and capitalized on September 2, 2011 as a holding company for the purpose of facilitating an initial public offering of common equity and was at such time a direct subsidiary of Home Holdings, LLC, a Delaware limited liability company ("Home Holdings").
 On November 1, 2012, we acquired all of the outstanding shares of capital stock of Restoration Hardware, Inc., a Delaware corporation, and Restoration Hardware, Inc. became our direct, wholly owned subsidiary. Restoration Hardware, Inc. was a direct, wholly owned subsidiary of Home Holdings prior to our initial public offering. On November 7, 2012, we completed our initial public offering.
 On December 15, 2016, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change our name to "RH," effective January 1, 2017.
 NOTE 3—SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
 The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, as well as the financial information of variable interest entities ("VIEs") where we represent the primary beneficiary and have the power to direct the activities that most significantly impact the entity's performance (refer to Note 7— Variable Interest Entities). Accordingly, all intercompany balances and transactions have been eliminated through the consolidation process.
 Fiscal Years
 Our fiscal year ends on the Saturday closest to January 31. As a result, our fiscal year may include 53 weeks. Our fiscal years ended February 1, 2025 ("fiscal 2024") and January 28, 2023 ("fiscal 2022") consisted of 52 weeks. Our fiscal year ended February 3, 2024 ("fiscal 2023") consisted of 53 weeks.
 Use of Accounting Estimates
 The preparation of our consolidated financial statements, in conformity with GAAP, requires our senior leadership team to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material to the consolidated financial statements.
 Cash and Cash Equivalents
 We consider all highly liquid investments with original maturities of 90 days or less to be cash equivalents.

 74 | FORM 10-K

 Concentration of Credit Risk
 We maintain our cash and cash equivalent accounts in high-quality financial institutions. The amount of cash and cash equivalents held with certain financial institutions exceeds government-insured limits. We perform ongoing evaluations of these institutions to limit our concentration of credit risk.
 Accounts Receivable
 Accounts receivable consists primarily of receivables from our credit card processors for sales transactions, receivables related to our Contract business and other miscellaneous receivables. Accounts receivable is presented net of allowance for expected credit losses of $ 4.4 million and $ 3.2 million as of February 1, 2025 and February 3, 2024, respectively. The allowance for expected credit losses is determined by considering a number of factors, including the length of time amounts are past due and the party's financial condition and ability to pay the obligations.
 Merchandise Inventories
 Our merchandise inventories are comprised of finished goods and are carried at the lower of cost or net realizable value, with cost determined on a weighted-average cost method and net realizable value adjusted periodically for current market conditions. Net realizable value requires judgments that may significantly affect the ending inventory valuation, as well as gross margin. We adjust our inventory reserves for net realizable value and obsolescence (including excess and slow-moving inventory) based on current and anticipated demand trends, merchandise aging reports, specific product identification, estimates of future retail sales prices and historical results.
 In addition, we estimate and accrue for inventory shrinkage throughout the year as a percentage of shipped sales for the direct channels, and as a percentage of cost of goods sold for the outlet business, based on historical shrinkage results and current inventory levels. Actual shrinkage is recorded throughout the year based upon periodic physical inventory counts. Actual inventory shrinkage and obsolescence can vary from estimates due to various factors, including the volume of inventory movement and execution against loss prevention initiatives in our distribution centers, home delivery center locations, off-site storage locations and with our third-party transportation providers.
 Our inventory reserves were $ 35 million and $ 46 million as of February 1, 2025 and February 3, 2024, respectively. During fiscal 2022, we reserved for certain inventory of $ 11 million that was not considered saleable. During fiscal 2024, we disposed of such inventory.
 Supplier Finance Program
 We facilitate a voluntary supply chain financing program (the "Financing Program") with a third-party financial institution (the "Bank") to provide participating suppliers with the opportunity to receive early payment on invoices, net of a discount charged to the supplier by the Bank. We are not a party to the supplier agreements with the Bank, and the terms of our payment obligations to suppliers are not impacted by a supplier's participation in the Financing Program. Our responsibility is limited to making payments to the Bank on the terms originally negotiated with our suppliers, which are typically between 30 days and 60 days. There are no assets pledged as security or other forms of guarantees provided under the Financing Program.

 The Financing Program is not indicative of a borrowing arrangement and the liabilities under the Financing Program are included in accounts payable and accrued expenses on the consolidated balance sheets and associated payments are included within cash provided by operating activities on the consolidated statements of cash flows.

 Our obligations and activity under the Financing Program consisted of the following:

 2025

 Confirmed obligations outstanding at beginning of fiscal year

 $

 27,558

 Invoices confirmed

 ( 414,916)

 Invoices paid

 422,471

 Confirmed obligations outstanding at end of fiscal year

 $

 35,113

 FORM 10-K | 75

 Product Recalls
 When necessary, we initiate product recalls for certain of our products, as well as adjust accruals related to certain product recalls previously initiated due to changes in estimates based on customer response and vendors and insurance recoveries. The product recall accrual was $ 0.7 million and $ 3.8 million as of February 1, 2025 and February 3, 2024, respectively, and is included in other current liabilities on the consolidated balance sheets.
 Advertising Expenses
 Advertising expenses primarily represent the costs associated with our catalog mailings, which we refer to as Sourcebooks, as well as website and print advertising. Total advertising expense, which is recorded in selling, general and administrative expenses on the consolidated statements of income, was $ 122 million, $ 107 million and $ 71 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively. Our advertising expenses may vary due to the timing and volume of our Sourcebook circulation.
 Capitalized Catalog Costs
 Capitalized catalog costs consist primarily of third-party incremental direct costs to prepare, print and distribute our Sourcebooks, which are capitalized and recognized as expense upon the delivery of the Sourcebooks to customers. In the case of multiple printings of a Sourcebook, the creative costs are expensed in full upon the initial delivery of Sourcebooks to customers.
 We had $ 30 million and $ 28 million of capitalized catalog costs as of February 1, 2025 and February 3, 2024, respectively, which are included in prepaid expense and other current assets on the consolidated balance sheets.
 Website and Print Advertising
 Website and print advertising expenses, which include e-commerce advertising, web creative content and direct marketing activities, such as print media, radio and other media advertising, are expensed as incurred or upon the release of the content or the initial advertisement.
 Property and Equipment
 Property and equipment is recorded at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method, generally using the following useful lives:

 CATEGORY OF PROPERTY AND EQUIPMENT

 USEFUL LIFE

 Building and building improvements

 40 to 55 years

 Machinery, equipment and aircraft

 3 to 10 years

 Furniture, fixtures and equipment

 3 to 7 years

 Computer software

 3 to 10 years

 The cost of leasehold improvements is amortized over the lesser of the useful life of the asset or the reasonably certain lease term. The cost of built-to-suit assets are depreciated over the term of the useful life of the asset.
 We expense all internal-use software and website development costs incurred in the preliminary project stage and capitalize certain direct costs associated with the development and purchase of internal-use software or website development costs, including external costs of materials and services and internal payroll costs related to the software project, as "computer software" within property and equipment.
 Interest is capitalized on construction in progress and software projects during the period in which expenditures have been made and activities are in progress to prepare the asset for its intended use. We capitalized interest of $ 8.7 million, $ 5.6 million and $ 4.9 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.
 Land purchases are recorded at cost and are non-depreciable assets.

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 Cloud Computing Costs
 We incur costs to implement cloud computing arrangements that are hosted by third parties. Cloud computing costs are presented net of accumulated amortization of $ 30 million and $ 19 million as of February 1, 2025 and February 3, 2024, respectively. Such costs are capitalized during the application development phase and are included in prepaid expense and other current assets or other non-current assets on the consolidated balance sheets. Once a project is substantially complete and ready for its intended use, we amortize the costs on a straight-line basis over the contractual term of the cloud computing arrangement, which is typically one to seven years.
 Lease Accounting
 We lease nearly all of our retail and outlet locations, corporate headquarters, distribution centers and home delivery center locations, as well as other storage and office space. The initial lease terms of our real estate leases generally range from ten to fifteen years, and certain leases contain renewal options for up to an additional 25 years, the exercise of which is at our sole discretion. We also lease certain equipment with lease terms generally ranging from two to seven years. Our lease agreements generally do not contain any material residual value guarantees or material restrictions or covenants.
 We account for lease and non-lease components as a single lease component for real estate leases, and for all other asset classes we account for the components separately. We determine the lease classification and begin to recognize lease costs upon lease commencement when we have access to, or control of, the asset, which generally occurs for our newly-constructed Design Galleries upon Gallery opening and upon possession for all other locations.
 We sublease certain real estate locations to third parties under operating leases and recognize rental income received on a straight-line basis over the lease term, which is recorded as an offset to selling, general and administrative expenses on the consolidated statements of income.
 Lease arrangements may require the landlord to provide tenant allowances directly to us. Standard tenant allowances received from landlords are recorded as cash and cash equivalents with an offset recorded in lease right-of-use assets on the consolidated balance sheets. Tenant allowances that are reasonably certain to be received under finance leases subsequent to lease commencement are reflected as a reduction of both the lease liabilities and right-of-use assets on the consolidated balance sheets at the commencement date.
 In the case of leases with associated construction, tenant allowances are provided for us to design and build the leased asset. Tenant allowances received from landlords during the construction phase of a leased asset and prior to lease commencement are recorded as cash and cash equivalents with an offset recorded in other non-current assets (to the extent we have incurred related capital expenditure for construction costs) or in other current liabilities (to the extent that payments are received prior to capital construction expenditures by us) on the consolidated balance sheets. After the leased asset is constructed and the lease commences, we reclassify the tenant allowance from other non-current assets or other current liabilities to lease right-of-use assets on the consolidated balance sheets, and such allowances are amortized over the reasonably certain lease term.
 Determination of the Classification of New Real Estate Lease Contracts
 Certain of our real estate and equipment leases are classified as finance leases. Lease characteristics that we evaluate to determine lease classification include, but are not limited to, the reasonably certain lease term, incremental borrowing rate of the leased asset and fair value of the leased asset. Additionally, the economic life of the leased asset impacts the lease classification, particularly related to historical buildings that tend to have longer lives. Lease related assets under such classification are included in "finance lease right-of-use assets" within property and equipment—net on the consolidated balance sheets.
 Leases that do not meet the definition of a finance lease are considered operating leases. Lease related assets classified as operating leases are included in operating lease right-of-use assets on the consolidated balance sheets.
 Reasonably Certain Lease Term
 In recognizing the lease right-of-use assets and lease liabilities, we utilize the lease term for which we are reasonably certain to use the underlying asset, including consideration of options to extend or terminate the lease. At lease commencement, we evaluate whether we are reasonably certain to exercise available options based on consideration of a variety of economic factors and the circumstances related to the leased asset. Factors considered include, but are not limited to, (i) the contractual terms, including renewal periods compared to estimated market rates, (ii) the uniqueness or importance of the asset or its location, (iii) the potential costs of obtaining an alternative asset, (iv) the potential costs of relocating or ceasing use of the asset, including the consideration of leasehold improvements and other invested capital, and (v) any potential tax consequences.

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 The determination of the reasonably certain lease term affects the inclusion of rental payments utilized in the incremental borrowing rate calculations, the results of the lease classification test, and consideration of certain assets held for sale or planned for sale-leaseback. The reasonably certain lease term may materially impact our financial position related to certain Design Galleries or distribution center facilities which typically have greater lease payments. Although the above factors are considered in our analysis, the assessment involves subjectivity considering our strategy, expected future events and market conditions. While we believe our estimates and judgments in determining the lease term are reasonable, future events may occur which may require us to reassess such estimates and judgments.
 Leases, or lease extensions, with a term of twelve months or less are not recorded on the consolidated balance sheets, and we recognize lease expense as incurred over the lease term.
 Lease Payments
 The majority of our real estate lease agreements include minimum rent payments that are subject to stated lease escalations over the lease term and eligible renewal periods. These stated fixed payments, through the reasonably certain lease term, are included in our measurement of the lease right-of-use assets and lease liabilities upon lease commencement.
 Certain of our lease agreements include rental payments based on a percentage of retail sales over contractual levels. Additionally, certain lease agreements include rental payments based solely on a percentage of retail sales. Due to the variable and unpredictable nature of such payments, we do not recognize a lease right-of-use asset and lease liability related to such payments. These estimated variable rental payments that are contingent based on a percentage of retail sales are included in accounts payable and accrued expenses on the consolidated balance sheets in the period they are incurred and until such payments are made, and the related lease cost is included in cost of goods sold on the consolidated statements of income. In addition, many of our real estate leases require landlord reimbursement for costs such as common area maintenance, real estate taxes and insurance. Such costs are typically subject to an annual reconciliation process and are included as variable lease payments in cost of goods sold and selling, general and administrative expenses on the consolidated statements of income based on our accounting policy.
 We have a small group of real estate leases that include rental payments periodically adjusted for inflation (e.g., based on the consumer price index). We include these variable payments in the initial measurement of the lease right-of-use asset and lease liability according to the index or rate at the commencement date and incorporate adjustments to rental payments in future periods if such increases have a minimum rent escalation (e.g., floor). Changes due to differences between the variable lease payments estimated at lease commencement and actual amounts incurred are recognized in the consolidated statements of income in the period such costs are incurred. For finance leases, this expense is included in interest expense—net on the consolidated statements of income. For operating leases, this expense is included in cost of goods sold or selling, general and administrative expenses on the consolidated statements of income based on our accounting policy.
 Incremental Borrowing Rate
 As our real estate leases and most of our equipment leases do not include a stated or implicit interest rate, we determine the discount rate for each lease based upon the incremental borrowing rate ("IBR") in order to calculate the present value of lease payments at the commencement date. The IBR is computed as the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the total lease payments in a similar economic environment. We utilize our outstanding debt facilities, including our asset based credit facility or our Term Loan Credit Agreement, as the basis for determining the applicable IBR for each lease. We estimate the IBR for each lease primarily by reference to yield rates on debt issuances by companies of a similar credit rating, the weighted-average lease term and adjustments for differences between the yield rates and the remaining actual term of the credit facility or Term Loan Credit Agreement. In determining the yield rates, for newly constructed Design Galleries or significant distribution centers, we utilize market information on the lease commencement date and, for all other leases, we utilize market information as of the beginning of the quarter in which the lease commences.
 Fair Value
 We determine the fair value of the underlying asset, considering lease components such as land and building, for purposes of determining the lease classification and allocating our contractual rental payments to the lease components. The fair value of the underlying asset and lease components also impact the evaluation and accounting for assets held for sale and sale-leaseback transactions. The fair value assessments may materially impact our financial position related to certain Design Galleries or distribution center facilities.

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 The determination of fair value requires subjectivity and estimates, including the use of multiple valuation techniques and uncertain inputs, such as market price per square foot and assumed capitalization rates or the replacement cost of the assets, where applicable. Where real estate valuation expertise is required, we obtain independent third-party appraisals to determine the fair value of the underlying asset and lease components.
 Construction Related Activities
 We are often involved in the construction of leased stores for our new Design Galleries. Upon construction commencement, we evaluate whether or not we, as lessee, control the asset being constructed and, depending on the extent to which we are involved, we may be the "deemed owner" of the leased asset for accounting purposes during the construction period under a build-to-suit arrangement.
 If we are the "deemed owner" for accounting purposes during the construction period, upon construction commencement we are required to capitalize (i) costs incurred by us and (ii) the cash and non-cash assets contributed by the landlord for construction as property and equipment on our consolidated balance sheets as "build-to-suit property", with an offsetting financing obligation under build-to-suit lease transactions. The contributions by the landlord toward construction, including the building, existing site improvements at construction commencement and any amounts paid by the landlord for construction, are included within the non-cash section of the consolidated statements of cash flows. Over the lease term, these non-cash additions to property and equipment do not impact our cash outflows, nor do they impact net income on the consolidated statements of income.
 Upon completion of the construction project where we are the deemed owner, we perform a sale-leaseback analysis to determine if we can derecognize the build-to-suit asset and corresponding financing obligation. If the asset and liability cannot be derecognized, we account for the agreement as a debt-like financing arrangement.
 If we are not the "deemed owner" for accounting purposes during the construction period, such lease is classified as either an operating or finance lease upon lease commencement. During the construction period and prior to lease commencement, any capital amounts contributed by us toward the construction of the leased asset (excluding normal leasehold improvements, which are recorded within property and equipment—net) are recorded as "Landlord assets under construction" within other non-current assets on the consolidated balance sheets. Upon completion of the construction project, and upon lease commencement, we reclassify amounts of the construction project determined to be the landlord asset to lease right-of-use assets on the consolidated balance sheets based on the lease classification determined at lease commencement.
 Sale-Leaseback Activities
 We occasionally enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell the property to a third-party and agree to lease the property back for a certain period of time. To determine whether the transfer of the property should be accounted for as a sale, we evaluate whether we have transferred control to the third-party in accordance with the guidance set forth in Topic 606.
 If the transfer of the asset is a sale at market terms, we recognize the transaction price for the sale based on the cash proceeds received, derecognize the carrying amount of the underlying asset and recognize a gain or loss in the consolidated statements of income for any difference between the carrying value of the asset and the transaction price. We then account for the leaseback in accordance with our lease accounting policy.
 If the transfer of the asset is determined not to be a sale, we account for the transaction as a debt-like financing arrangement. We continue to present the asset within property and equipment—net on the consolidated balance sheets and recognize a non-current obligation on the consolidated balance sheets for the transaction price, with the financial liability measured in accordance with other applicable GAAP.
 Intangible Assets
 Intangible assets reflect the value assigned to tradenames, trademarks, domain names and other intangible assets, including patents. The cost of purchasing transferable liquor licenses in jurisdictions with a limited number of authorized liquor licenses is capitalized as an intangible asset. We do not amortize our intangible assets, other than patents, as we define the life of these assets as indefinite. Patents are amortized on a straight-line basis over the estimated useful life of the patent, which generally is fifteen years. As of February 1, 2025, intangible assets are reported net of $ 0.1 million of patent amortization.

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 Impairment
 Goodwill
 Goodwill is initially recorded as of the acquisition date, is measured as any excess of the purchase price over the estimated fair value of the identifiable net assets acquired and is assigned to the applicable reporting unit. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed. As of February 1, 2025 and February 3, 2024, goodwill relates to the RH Segment only.
 Goodwill is not amortized, but rather is subject to impairment testing at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset; general economic conditions, such as increasing Treasury rates or unexpected changes in gross domestic product growth; a change in our market share; budget-to-actual performance and consistency of operating margins and capital expenditures; a product recall or an adverse action or assessment by a regulator; or changes in management or key personnel.
 We perform our annual goodwill impairment testing in the fourth fiscal quarter. We first perform a qualitative assessment to evaluate goodwill for potential impairment by evaluating events and circumstances relevant to the reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, based on that assessment, it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative impairment test is necessary to determine the fair value of the reporting unit. We will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, limited to the total amount of goodwill of the reporting unit.
 During fiscal 2024, fiscal 2023 and fiscal 2022, we reviewed the RH Segment reporting unit goodwill for impairment by assessing qualitative factors to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying amount. Based on the qualitative tests performed in each fiscal year, we determined that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount in any fiscal year, and therefore did not perform a quantitative test or recognize goodwill impairment.
 Tradenames, Trademarks and Other Intangible Assets
 We annually evaluate whether tradenames, trademarks and other intangible assets continue to have an indefinite life. Intangible assets are reviewed for impairment annually in the fourth quarter and may be reviewed more frequently if indicators of impairment are present. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, a product recall or an adverse action or assessment by a regulator.
 We qualitatively assess indefinite-lived intangible assets to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. If tradenames, trademarks and other intangible assets are not qualitatively assessed or if such intangible assets are qualitatively assessed and it is determined it is more likely than not that the asset's fair value is less than its carrying amount, an impairment review is performed by comparing the carrying value to the estimated fair value, determined using a discounted cash flow methodology, which requires judgments that may significantly affect the ending asset valuation. Factors used in the valuation of intangible assets with indefinite lives include, but are not limited to, our plans for future operations, brand initiatives, recent results of operations and projected future cash flows.
 In the event we quantitatively assess a reporting unit's indefinite-lived intangible assets for impairment, we perform an impairment test which utilizes the discounted cash flow methodology under the relief-from-royalty method. Under the relief-from-royalty method, significant assumptions include the forecasted future revenues and the estimated royalty rate, expressed as a percentage of revenues.
 During fiscal 2024, fiscal 2023 and fiscal 2022, we qualitatively assessed our intangible assets, including the RH Segment indefinite-lived intangible assets and the Waterworks tradename, for impairment and determined it was not more likely than not that the fair value of the assets was less than their carrying amount. Based on the qualitative tests performed in each fiscal year, we did not perform quantitative impairment tests in any year and did not recognize any impairment with respect to the assets.

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 Long-Lived Assets
 Long-lived assets, such as property and equipment and lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, change in intended use of an asset, a product recall or an adverse action or assessment by a regulator. If the sum of the estimated undiscounted future cash flows over the remaining life of the primary asset is less than the carrying value, we recognize a loss equal to the difference between the carrying value and the fair value, usually determined by the estimated discounted cash flow analysis of the asset or asset group. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our stores is generally the individual Gallery level.
 Since there is typically no active market for our long-lived assets, we estimate fair values based on the expected future cash flows of the asset or asset group, using a discount rate commensurate with the related risk. The estimate of fair value requires judgments that may significantly affect the ending asset valuation. Future cash flows are estimated considering the highest and best use of the assets, which may be based on a number of factors, including gallery-level historical results, current trends, operating cash flow projections or market-based rental rates. Our estimates are subject to uncertainty and may be affected by a number of factors outside our control, including general economic conditions and the competitive environment. While we believe our estimates and judgments about future cash flows are reasonable, future impairment charges may be required if the expected cash flow estimates, as projected, do not occur or if events change requiring us to revise our estimates.
 During the third quarter of fiscal 2024, we assessed two Design Galleries in Germany for impairment. We first assessed the recoverability of the assets based on an undiscounted cash flow model. Since the assets were not recoverable on an undiscounted cash flow basis, we determined the long-lived asset impairment as the amount by which the carrying value of the assets exceeded the related fair value over the respective remaining lease terms, both of which end in 2027. As a result of this analysis, we recognized long-lived asset impairment charges of $ 19 million, comprising lease right-of-use asset impairment of $ 13 million and property and equipment impairment of $ 5.6 million, which is included in selling, general and administrative expenses on the consolidated statements of income. Except as noted above, we did not record impairments for long-lived assets at the individual retail location level in fiscal 2024, fiscal 2023 or fiscal 2022.
 We also review our capital expenditures for Galleries under construction and recognize impairment charges when there is a change in the intended use of an asset, including asset disposals. We recognized long-lived asset impairment charges related to such construction expenditures of $ 18 million, $ 4.7 million and $ 13 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.
 From time to time, we record impairment for certain corporate assets and other long-lived assets resulting from changes to the expected use of the assets and an update to both the timing and the amount of future estimated lease related cash flows based on present market conditions. Such impairment charges are included in s elling, general and administrative expenses on the consolidated statements of income. We did not record impairment charges of corporate assets or other long-lived assets in fiscal 2024, fiscal 2023 or fiscal 2022.
 Variable Interest Entities (VIE)
 Our consolidated financial statements include the results of operations and the financial position of subsidiaries in which we have a controlling financial interest as if the consolidated group were a single economic entity. When we have a variable interest in another legal entity, we evaluate whether that legal entity is within the scope of the VIE model and, if so, whether we are the primary beneficiary of the VIE. We evaluate a legal entity for consolidation under the VIE model if no scope exceptions apply and, by design, the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support or, as a group, the holders of the equity investment at risk lack any of the characteristics of a controlling financial interest.
 We consolidate a VIE if our involvement indicates that we are the primary beneficiary. We are the primary beneficiary of a VIE if we have both (i) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.
 The determination of the power to direct the activities that most significantly impact economic performance requires judgement and is impacted by numerous factors, including the purpose of the VIE, rights and obligations of the variable interest holders, mechanisms for the resolution of disputes among the variable interest holders and other agreements with the legal entity and its variable interest holders.

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 We account for investments in VIEs that are limited liability companies where we are not the primary beneficiary using the equity method of accounting.
 We evaluate our relationships with our VIEs on an ongoing basis to determine whether we continue to be the primary beneficiary of our consolidated VIEs, or whether we have become the primary beneficiary of the VIEs we do not consolidate.
 Consolidated Variable Interest Entities and Noncontrolling Interests
 We consolidate the results of operations, financial condition and cash flows of real estate development limited liability companies (a "Member LLC") in our consolidated financial statements when we are the primary beneficiary of the VIE. We account for each acquisition of our controlling interest in a Member LLC as an asset acquisition since substantially all of the fair value of the net assets of each VIE is concentrated in its real estate assets.
 The operating agreements of each Member LLC specify distributions from operations and upon certain events or liquidation that may be disproportionate to the members' relative ownership percentages. Distributions are made to the members in proportion to, and in repayment of, various categories of capital contributions and certain preferred returns, after which distributions are made to the members in proportion to their membership interests. To reflect the substance of these arrangements, we measure attributions to noncontrolling interests in the consolidated variable interest entities using the distribution provisions set out in the operating agreements for each Member LLC. This is a balance sheet oriented approach that calculates changes in the noncontrolling interest holders' claim to the net assets of each Member LLC from period to period to determine the income or loss attributable to noncontrolling interests, which are recognized in the consolidated statements of income.
 In certain instances, we are required to recognize non-cash compensation expense related to equity interests given to the noncontrolling interest holder of consolidated VIEs. There are no explicit or implicit vesting conditions associated with these deemed compensation arrangements. Equity-classified compensation arrangements are measured upon the noncontrolling interest holders being admitted as a member of the VIEs, and liability-classified compensation arrangements are measured at the end of each reporting period. The fair-value-based measure of the equity interests is determined using a Black-Scholes option pricing model that requires the input of subjective assumptions regarding the future cash flows of the VIE, including consideration of future expected debt financing and the expected volatility of the equity interests. We determined these assumptions based on entity specific considerations of (i) the primary expected future cash flows of property rents and expected debt and debt service payments, (ii) discount rates appropriate for the economic environment and anticipated future interest rates and (iii) expected volatility based on historical observed stock prices of publicly traded peer companies, including those involved in real estate development.
 Equity Method Investments
 For certain of our investments in VIEs where we are not the managing member and do not have the ability to liquidate the VIE or otherwise remove the managing member, we do not have the power to direct the most significant activities of the VIE and therefore are not the primary beneficiary. We account for such investments using the equity method of accounting. Our investments are presented as equity method investments on the consolidated balance sheets and our proportionate share of earnings or losses of the equity method investments are included in share of equity method investments loss on the consolidated statements of income. We do not elect the fair value option and the equity method investments are initially measured at cost.
 As of our initial investment date, we determine the fair value of the underlying assets and liabilities held by our equity method investments for purposes of determining whether or not we have basis differences arising in connection with our investment. The determination of fair value of the underlying real estate assets requires subjectivity and estimates, including the use of various valuation techniques and Level 3 inputs, such as market price per square foot and assumed capitalization rates or the replacement cost of the assets, where applicable. If specialized expertise is required we obtain independent third-party appraisals to determine the fair value of the underlying assets and liabilities.

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 The operating agreements for each equity method investment specify distributions from operations and upon liquidation that may be disproportionate to the members' relative ownership percentages. Distributions are made to the members in proportion to, and in repayment of, various categories of capital contributions plus certain preferred returns, after which distributions are made to the members in proportion to their membership interests. To reflect the substance of these arrangements, we measure our proportionate share of the earnings or losses of each equity method investment using the hypothetical liquidation at book value ("HLBV") method, which is a balance sheet oriented approach to determine our share of earnings or losses that reflects changes in our claims to the net assets of each equity method investment. Due to the presence of basis differences and liquidation preferences, we use the recast financial statements approach in applying the HLBV method whereby we recast the financial statements of each entity to reflect our perspective or basis (thus eliminating the basis differences) when determining our share of the earnings or losses. Our proportionate share of earnings or losses of the equity method investments follow the entities' distribution priorities, which may change upon the achievement of certain investment return thresholds. Our equity method investment balance is subsequently adjusted for our share of earnings and losses, cash contributions and distributions.
 We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge when the loss in value is deemed other than temporary.
 Deferred Financing Fees and Debt Issuance Costs
 Deferred financing fees related to the asset based credit facility are included in other non-current assets on the consolidated balance sheets and are amortized utilizing the straight-line method. Debt issuance costs are recorded as a contra-liability and are presented net against the respective debt balance on the consolidated balance sheets and are amortized utilizing the effective interest method over the expected life of the respective debt. Amortization of deferred financing fees and debt issuance costs are included in interest expense—net on the consolidated statements of income.
 Revenue Recognition
 We recognize revenue and the related cost of goods sold when a customer obtains control of the merchandise, which is when the customer has the ability to direct the use of and obtain the benefits from the merchandise. Revenue recognized for merchandise delivered via the home delivery channel is recognized upon delivery. Revenue recognized for merchandise delivered via all other delivery channels is recognized upon shipment. Revenue from "cash-and-carry" store sales are recognized at the point of sale. Discounts or other accommodations provided to customers are accounted for as a reduction of net revenues on the consolidated statements of income.
 We recognize shipping and handling fees as activities to fulfill the promise to transfer the merchandise to customers. We apply this policy consistently across all of our distribution channels. The related costs of shipping and handling activities are accrued for in the same period as revenue is recognized. Costs of shipping and handling are included in cost of goods sold on the consolidated statements of income.
 Sales tax or value added tax (VAT) collected is not recognized as revenue but is included in accounts payable and accrued expenses on the consolidated balance sheets as it is ultimately remitted to governmental authorities.
 Our customers may return purchased items for a refund in accordance with our policies. Projected merchandise returns, which are often resalable merchandise, are reserved on a gross basis based on historical return rates. The allowance for sales returns is presented within other current liabilities and the estimated value of the right of return asset for merchandise is presented within prepaid expense and other assets on the consolidated balance sheets.
 Merchandise exchanges of the same product and price are not considered merchandise returns and, therefore, are excluded when calculating the sales returns reserve.

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 A summary of the allowance for sales returns is as follows:

 2025

 2024

 2023

 Balance at beginning of fiscal year

 $

 19,588

 $

 20,747

 $

 25,256

 Provision for sales returns

 142,961

 148,237

 150,366

 Actual sales returns

 ( 139,037)

 ( 149,396)

 ( 154,875)

 Balance at end of fiscal year

 $

 23,512

 $

 19,588

 $

 20,747

 Deferred Revenue and Customer Deposits
 We defer revenue associated with merchandise delivered via the home delivery channel, which is included as deferred revenue and customer deposits on the consolidated balance sheets while in-transit. Deferred revenue also includes the unrecognized portion of the annual RH Members Program fee. New membership fees are recorded as deferred revenue when collected from customers and recognized as revenue based on expected product revenues over the annual membership period, based on historical trends of sales to members. Membership renewal fees are recorded as deferred revenue when collected from customers and are recognized as revenue on a straight-line basis over the membership period, or one year.
 Customer deposits represent payments made by customers on custom orders. At the time of order placement, we collect deposits for all custom orders equivalent to 50 % of the purchase price. Custom order deposits are recognized as revenue when the customer obtains control of the merchandise.
 We expect that substantially all of the deferred revenue and customer deposits as of February 1, 2025 will be recognized within the next six months as the performance obligations are satisfied, and membership fees will be recognized over the membership period.
 Gift Cards
 We sell gift cards to our customers in our Galleries and through our websites and Sourcebooks. Such gift cards and merchandise credits do not have expiration dates. We defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards. During fiscal 2024, fiscal 2023 and fiscal 2022, we recognized $ 20 million, $ 24 million and $ 21 million, respectively, of revenue related to previous deferrals of gift cards. Customer liabilities related to gift cards were $ 20 million and $ 25 million as of February 1, 2025 and February 3, 2024, respectively.
 We recognize breakage income associated with gift cards proportional to actual gift card redemptions in net revenues on the consolidated statements of income.
 We expect that approximately 75 percent of the remaining gift card liabilities will be recognized when the gift cards are redeemed by customers.
 Self-Insurance
 We maintain insurance coverage for significant exposures as well as those risks that, by law, must be insured. In the case of our health care coverage for our employees, we have a managed self-insurance program related to claims filed. Expenses related to this self-insured program are computed on an actuarial basis, based on claims experience, regulatory requirements, an estimate of claims incurred but not yet reported ("IBNR") and other relevant factors. The projections involved in this process are subject to uncertainty related to the timing and amount of claims filed, levels of IBNR, fluctuations in health care costs and changes to regulatory requirements. We had liabilities of $ 4.7 million and $ 3.2 million related to health care coverage as of February 1, 2025 and February 3, 2024, respectively.
 We carry workers' compensation insurance subject to a deductible amount for which we are responsible for each claim. We had liabilities of $ 6.1 million and $ 5.6 million related to workers' compensation claims, primarily for claims that do not meet the per-incident deductible, as of February 1, 2025 and February 3, 2024, respectively.

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 Stock-Based Compensation
 We recognize the fair value of stock-based awards as compensation expense over the requisite service period within selling, general and administrative expenses on the consolidated statements of income.
 For service-only awards, compensation expense is recognized on a straight-line basis, net of forfeitures, over the requisite service period for the fair value of awards that actually vest. Fair value for restricted stock units is valued using the closing price of our stock on the date of grant. The fair value of each option award granted under our award plan is estimated on the date of grant using a Black-Scholes Merton option pricing model ("OPM") which requires the input of assumptions regarding the expected term, expected volatility, dividend yield and risk-free interest rate. We elected to calculate the expected term of the option awards using the "simplified method." This election was made based on the lack of sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. Under the "simplified" calculation method, the expected term is calculated as an average of the vesting period and the contractual life of the options. We calculate expected volatility using a blended approach based on equal weighting of historical volatility and implied volatility.
 For awards with performance-based criteria, compensation expense is recognized on an accelerated basis over the requisite service period. The fair value of each performance-based option award granted is estimated on the date of grant using a Monte Carlo simulation option pricing model that requires the input of subjective assumptions regarding the future exercise behavior, expected volatility and a discount for illiquidity. We determined these assumptions based on consideration of (i) future exercise behavior based on the historical observed exercise pattern of the award recipient, (ii) expected volatility based on our historical observed common stock prices measured over the full trading history of our common stock and implied volatility based on 180-day average trading prices of our common stock and (iii) a discount for illiquidity estimated using the Finnerty method.
 Refer to Note 3— Consolidated Variable Interest Entities and Noncontrolling Interests for discussion of compensation expense related to noncontrolling interests recognized in fiscal 2022.
 Cost of Goods Sold
 Cost of goods sold includes the direct cost of purchased merchandise; inventory shrinkage, inventory reserves and write-downs and lower of cost or net realizable value reserves; inbound freight; all freight costs to get merchandise to our retail locations and outlets; design, buying and allocation costs; occupancy costs related to retail and outlet operations and our supply chain, such as rent and common area maintenance for our leases; depreciation and amortization of leasehold improvements, equipment and other assets in our retail locations, outlets and distribution centers. In addition, cost of goods sold includes all logistics costs associated with shipping product to our customers.
 Selling, General and Administrative Expenses
 Selling, general and administrative expenses include all operating costs not included in cost of goods sold. These expenses include payroll and payroll-related expenses, retail related expenses other than occupancy, and expenses related to the operations at our corporate headquarters, including rent, utilities, depreciation and amortization, credit card fees and marketing expense, which primarily includes Sourcebook production, mailing and print advertising costs. All retail pre-opening costs are included in selling, general and administrative expenses and are expensed as incurred.
 Interest Expense
 Interest expense primarily relates to interest incurred on our term loans, asset based credit facility and finance lease arrangements. Refer to Note 12— Credit Facilities and Note 10— Leases. Interest income primarily represents interest received related to our cash and cash equivalent balances.
 Interest expense—net consisted of the following:

 2025

 2024

 2023

 Interest expense

 $

 234,502

 $

 237,899

 $

 151,730

 Interest income

 ( 3,901)

 ( 39,603)

 ( 38,520)

 $

 $

 $

 FORM 10-K | 85

 Net Income Per Share
 Basic net income per share is computed as net income divided by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed as net income divided by the weighted-average number of common shares outstanding for the period, including additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the if-converted method for convertible senior notes prior to extinguishment and the treasury stock method for all other instruments. Potential dilutive securities are excluded from the computation of diluted net income per share if their effect is anti-dilutive.
 The if-converted method is applicable for the convertible senior notes beginning in fiscal 2022 due to the adoption of ASU 2020-06 —Accounting for Convertible Instruments and Contracts in an Entity's Own Equity.
 Treasury Stock
 We record our purchases of treasury stock at cost as a separate component of stockholders' equity (deficit) in the consolidated financial statements. Upon retirement of treasury stock, we allocate the excess of the purchase price over par value to additional paid-in capital subject to certain limitations with any remaining purchase price allocated to retained earnings (accumulated deficit). The cost basis of treasury stock includes excise tax on share repurchases initiated on and after January 1, 2023 and any outstanding balance of excise tax is included in accounts payable and accrued expenses on the consolidated balance sheets.
 Income Taxes
 We account for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. In estimating future tax consequences, we generally take into account all expected future events then known to it, other than changes in the tax law or rates which have not yet been enacted and which are not permitted to be considered. Accordingly, we may record a valuation allowance to reduce our net deferred tax assets to the amount that is more likely than not to be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based upon our best estimate of the recoverability of our net deferred tax assets. Future taxable income and ongoing prudent and feasible tax planning are considered in determining the amount of the valuation allowance, and the amount of the allowance is subject to adjustment in the future. Specifically, in the event we were to determine that it is not more likely than not able to realize our net deferred tax assets in the future, an adjustment to the valuation allowance would decrease income in the period such determination is made. This allowance does not alter our ability to utilize the underlying tax net operating loss and credit carryforwards in the future, the utilization of which is limited to achieving future taxable income.
 The accounting standard for uncertainty in income taxes prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Differences between tax positions taken in a tax return and amounts recognized in the financial statements generally result in an increase in liability for income taxes payable or a reduction of an income tax refund receivable, or a reduction in a deferred tax asset or an increase in a deferred tax liability, or both. We recognize interest and penalties related to unrecognized tax benefits in income tax expense (benefit) on the consolidated statements of income.
 Foreign Currency Matters
 The functional currency of our foreign subsidiaries is generally the local currency of the country in which the subsidiary operates. Assets and liabilities of the foreign subsidiaries denominated in non-U.S. dollar currencies are translated at the rate of exchange prevailing on the date of the consolidated balance sheets, and revenues and expenses are translated at average rates of exchange for the period. The related translation gains and losses are reflected in the accumulated other comprehensive loss section on the consolidated statements of stockholders' equity (deficit), and net gain (loss) from foreign currency translation, which includes intercompany gains and losses, is presented net of tax on the consolidated statements of comprehensive income. Transaction gains and losses resulting from intercompany balances of a long-term investment nature are also classified as accumulated other comprehensive loss on the consolidated balance sheets.
 Foreign currency gains and losses resulting from foreign currency transactions denominated in a currency other than the subsidiary's functional currency are included in other expense—net on the consolidated statements of income. Such foreign exchange gains and losses are due to the net impact of changes in foreign exchange rates as compared to the U.S. dollar from our third-party transactions denominated in foreign currencies, and intercompany loans held in U.S. dollars by our international subsidiaries other than those of a long-term investment nature, where repayment is not planned or anticipated in the foreseeable future.

 86 | FORM 10-K

 Recently Issued Accounting Standards
 New Accounting Standards or Updates Adopted

 Segment Reporting: Improvements to Reportable Segment Disclosures
 In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07—Improvements to Reportable Segment Disclosures. This new guidance is designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis.

 We have adopted this ASU in the fourth quarter of fiscal 2024 on a retrospective basis. Refer to Note 20— Segment Reporting.

 New Accounting Standards or Updates Not Yet Adopted
 Joint Venture Formations: Recognition and Initial Measurement
 In August 2023, the FASB issued ASU 2023-05—Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement ("ASU 2023-05"). ASU 2023-05 applies to the formation of a "joint venture" or a "corporate joint venture" and requires a joint venture to initially measure all contributions received upon its formation at fair value. The guidance does not impact accounting by the venturers. The new guidance is applicable to joint venture entities with a formation date on or after January 1, 2025 on a prospective basis. While ASU 2023-05 is not currently applicable to us because our existing arrangements in variable interest entities do not meet the definition of joint ventures as described in the updated standard, we will apply this guidance in future reporting periods after the guidance is effective to any future arrangements we enter into that meet the definition of a joint venture.
 Income Taxes: Improvements to Income Tax Disclosures
 In December 2023, the FASB issued ASU 2023-09—Improvements to Income Tax Disclosures. This new guidance is designed to enhance the transparency and decision usefulness of income tax disclosures. The amendments of this update are related to the rate reconciliation and income taxes paid, requiring consistent categories and greater disaggregation of information in the rate reconciliation as well as income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently assessing the impact that adopting this ASU will have on our consolidated financial statements.

 Income Statement: Disaggregation of Income Statement Expenses
 In November 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This new guidance is designed to improve financial reporting by requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods, including amounts and qualitative descriptions of inventory purchases, employee compensation, depreciation and intangible asset amortization, among other requirements. In January 2025, the FASB issued ASU 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The guidance is required to be adopted on a prospective basis and early adoption is permitted. We are currently assessing the impact that adopting this ASU will have on our consolidated financial statements.

 FORM 10-K | 87

 NOTE 4—PREPAID EXPENSE AND OTHER ASSETS
 Prepaid expense and other current assets consisted of the following:

 2025

 2024

 Capitalized catalog costs

 $

 30,162

 $

 27,856

 Prepaid expenses

 29,595

 42,089

 Federal and state tax receivable (1)

 24,729

 20,441

 Vendor deposits

 20,441

 26,409

 Tenant allowance receivable

 12,668

 8,220

 Value added tax (VAT) receivable

 9,866

 6,532

 Right of return asset for merchandise

 6,237

 5,011

 Promissory notes receivable, including interest (2)

 3,674

 3,292

 Other current assets

 40,471

 29,180

 Total prepaid expense and other current assets

 $

 177,843

 $

 169,030

 (1)
 Includes $ 19 million as of both periods related to a federal tax receivable from a carryback claim.

 (2)
 Represents promissory notes, including principal and accrued interest, due from an affiliate of the managing member of the Aspen LLCs. Refer to Note 7—Variable Interest Entities.

 Other non-current assets consisted of the following:

 2025

 2024

 Landlord assets under construction—net of tenant allowances

 $

 138,701

 $

 118,897

 Initial direct costs prior to lease commencement

 80,897

 66,333

 Capitalized cloud computing costs—net

 22,738

 22,646

 Other deposits

 7,754

 7,913

 Vendor deposits—non-current

 2,684

 8,862

 Deferred financing fees

 1,512

 2,520

 Other non-current assets

 17,100

 13,551

 Total other non-current assets

 $

 271,386

 $

 240,722

 88 | FORM 10-K

 NOTE 5—PROPERTY AND EQUIPMENT
 Property and equipment consisted of the following:

 2025

 2024

 Finance lease right-of-use assets (1)

 $

 1,327,476

 $

 1,104,365

 Leasehold improvements (2)

 441,140

 434,220

 Building and building improvements (3)

 369,921

 334,996

 Computer software

 186,048

 173,378

 Furniture, fixtures and equipment

 111,384

 97,990

 Land

 105,071

 106,347

 Machinery, equipment and aircraft

 90,905

 82,962

 Built-to-suit property

 37,057

 37,057

 Total property and equipment

 2,669,002

 2,371,315

 Less—accumulated depreciation and amortization (4)

 ( 785,826)

 ( 685,457)

 Total property and equipment—net

 $

 1,883,176

 $

 1,685,858

 (1)
 Refer to "Lease Accounting" within Note 3—Significant Accounting Policies and Note 10—Leases.

 (2)
 Includes construction in progress of $ 13 million and $ 39 million as of February 1, 2025 and February 3, 2024, respectively.

 (3)
 Includes $ 109 million and $ 126 million of owned buildings under construction related to future Design Galleries as of February 1, 2025 and February 3, 2024, respectively.

 (4)
 Includes accumulated amortization related to finance lease right-of-use assets of $ 320 million and $ 268 million as of February 1, 2025 and February 3, 2024, respectively. Refer to Note 10—Leases.

 We recorded depreciation of property and equipment, excluding amortization for finance lease right-of-use assets, of $ 76 million, $ 64 million and $ 56 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.

 FORM 10-K | 89

 NOTE 6—GOODWILL, TRADENAMES, TRADEMARKS AND OTHER INTANGIBLE ASSETS
 Goodwill, tradenames, trademarks and other intangible assets for the RH Segment and Waterworks consisted of the following:

 TRADENAMES,

 TRADENAMES,

 TRADEMARKS AND

 TRADEMARKS AND

 OTHER INTANGIBLE

 OTHER INTANGIBLE

 GOODWILL

 ASSETS

 GOODWILL (1)

 ASSETS (2)

 January 28, 2023

 $

 141,048

 $

 57,633

 $

 —

 $

 Additions

 —

 1,294

 —

 —

 Foreign currency translation

 ( 15)

 —

 —

 —

 February 3, 2024

 $

 141,033

 $

 58,927

 $

 —

 $

 Additions

 —

 —

 —

 Other (3)

 —

 ( 686)

 —

 —

 Foreign currency translation

 ( 90)

 —

 —

 —

 February 1, 2025

 $

 140,943

 $

 59,118

 $

 —

 $

 (1)
 Waterworks reporting unit goodwill of $ 51 million recognized upon acquisition in fiscal 2016 was fully impaired as of fiscal 2018.

 (2)
 Presented net of an impairment charge of $ 35 million recognized in prior fiscal years.

 (3)
 Represents disposals and amortization.

 There are no goodwill, tradenames, trademarks and other intangible assets for the Real Estate segment.
 NOTE 7—VARIABLE INTEREST ENTITIES
 Consolidated Variable Interest Entities and Noncontrolling Interests
 In fiscal 2022, we formed eight privately-held limited liability companies (each, a "Member LLC" and collectively, the "Member LLCs" or the "consolidated variable interest entities") with a third-party real estate development partner affiliated with the managing member of the Aspen LLCs (as defined in "Equity Method Investments" below) for real estate development activities related to our Gallery transformation and global expansion strategies.
 In December 2024, we acquired 50 percent of the membership interests of one of the Member LLCs from the same development partner for no consideration. As a result, we own 100 percent of the membership interests and this Member LLC is no longer a variable interest entity as of February 1, 2025. No distribution to the former member of this entity was required as a result of the transaction.
 As of February 1, 2025, of the remaining seven Member LLCs, we hold a 50 percent membership interest in six of the Member LLCs, and the remaining noncontrolling interest of 50 percent in each Member LLC is held by the same development partner. In one Member LLC, we hold approximately 75 percent membership interest with the remaining noncontrolling interest of approximately 25 percent held by the same development partner as of February 1, 2025.
 The Member LLCs are qualitatively determined to be VIEs due to their having insufficient equity investment at risk to finance their activities without additional subordinated financial support. Upon the formation of each Member LLC we determined that the power to direct the most significant activities of each Member LLC is either controlled by us or shared between the members of the Member LLCs. In the instances where there is shared power among related parties as defined in the consolidation accounting guidance, we evaluated the related-party tiebreaker guidance and determined that we are most closely associated with each Member LLC. Accordingly, we are the primary beneficiary of the Member LLCs and we consolidate the results of operations, financial condition and cash flows of the Member LLCs in our consolidated financial statements. Six locations represent current or future RH locations and are included in the RH Segment, three of which are operational as of February 1, 2025. One location represents property, the purpose of which is use by RH or others related to developing, operating and selling such property, and is part of the Real Estate segment.

 90 | FORM 10-K

 In fiscal 2022, we recognized compensation expense of $ 4.5 million related to the equity interests given to the noncontrolling interest holders of the consolidated VIEs, of which $ 3.6 million was recorded to additional paid-in capital and $ 0.9 million was recorded to other non-current obligations on the consolidated balance sheets. The additional paid-in capital portion relates to equity-classified compensation arrangements and represents the fair-value-based measure of the equity interests upon the noncontrolling interest holders being admitted as a member of the VIEs. The other non-current obligations portion relates to liability-classified compensation arrangements and represents the fair-value-based measure of the equity interests at the end of the reporting period, which was $ 0.9 million as of both February 1, 2025 and February 3, 2024. There are no explicit or implicit vesting conditions associated with these compensation arrangements.
 We measure the noncontrolling interests in the consolidated variable interest entities using the distribution provisions set out in the operating agreements of each Member LLC. As of February 1, 2025 and February 3, 2024, the noncontrolling interest holders had no claim to the net assets of each Member LLC based upon such distribution provisions. Accordingly, we did not recognize any noncontrolling interests in fiscal 2024, fiscal 2023 and fiscal 2022.
 The carrying amounts and classification of the VIEs' assets and liabilities included in the consolidated balance sheets were as follows:

 2025

 2024

 ASSETS

 Cash and cash equivalents

 $

 2,177

 $

 8,918

 Prepaid expense and other current assets

 1,876

 Total current assets

 3,157

 10,794

 Property and equipment—net (1)

 259,057

 256,523

 Other non-current assets

 Total assets

 $

 262,220

 $

 267,323

 LIABILITIES

 Accounts payable and accrued expenses

 $

 4,867

 $

 8,735

 1,041

 Total current liabilities

 5,200

 9,776

 Real estate loans—net (2)

 15,524

 17,766

 Other non-current obligations

 Total liabilities

 $

 21,653

 $

 28,489

 (1)
 Includes $ 54 million and $ 77 million of construction in progress as of February 1, 2025 and February 3, 2024, respectively, which is included in "building and building improvements" within property and equipment—net.

 (2)
 Real estate loans are secured by the assets of each respective Member LLC and the associated creditors do not have recourse against RH's general assets.

 On August 3, 2022, a Member LLC as the borrower executed a Secured Promissory Note (the "Secured Promissory Note") with a third-party in an aggregate principal amount equal to $ 2.0 million with a maturity date of August 1, 2032. On December 1, 2024, the maturity date of the Secured Promissory Note was amended to December 1, 2025. The Secured Promissory Note bears interest at a fixed rate per annum equal to 6.00 %. In December 2024, we acquired the remaining 50 % membership interest of this Member LLC from our development partner, with the result of this entity becoming a wholly-owned subsidiary and not a VIE as of February 1, 2025. Therefore, as of February 1, 2025, the real estate loan is no longer presented as a VIE liability in the table above. The outstanding balance under this debt agreement is included in other current liabilities on the consolidated balance sheets as of February 1, 2025.
 On September 9, 2022, a Member LLC as the borrower executed a Promissory Note (the "Promissory Note") with a third-party bank in an aggregate principal amount equal to $ 16 million with a maturity date of September 9, 2032. The Promissory Note bears interest at a fixed rate per annum equal to 5.37 % until September 15, 2027, on which date the interest rate will reset based on the five-year treasury rate plus 2.00 %, subject to a total interest rate floor of 3.00 %.

 FORM 10-K | 91

 The current obligations of the real estate loans—net of $ 0.3 million and $ 0.1 million as of February 1, 2025 and February 3, 2024, respectively, are included in other current liabilities on the consolidated balance sheets.
 Equity Method Investments
 Equity method investments primarily represent our membership interests in three privately-held limited liability companies in Aspen, Colorado (each, an "Aspen LLC" and collectively, the "Aspen LLCs" or the "equity method investments") that were formed for the purpose of acquiring, developing, operating and selling certain real estate projects in Aspen, Colorado. We hold a 50 percent membership interest in two of the Aspen LLCs and a 70 percent membership interest in the third Aspen LLC. The Aspen LLCs are VIEs, however, we are not the primary beneficiary of these VIEs because we do not have the power to direct the activities of each VIE that most significantly impact the VIE's economic performance. Accordingly, we account for these investments using the equity method of accounting. As of February 1, 2025 and February 3, 2024, the aggregate balance of the investment in the Aspen LLCs was $ 124 million and $ 125 million, respectively.
 As of February 1, 2025 and February 3, 2024, $ 3.7 million and $ 3.3 million, respectively, of a promissory notes receivable, inclusive of accrued interest, was outstanding with the managing member or entities affiliated with the managing member for the Aspen LLCs, which promissory notes were included in prepaid expense and other current assets on the consolidated balance sheets. The promissory note related specifically to the Aspen LLCs is expected to be settled in cash and not converted into additional equity investment in the Aspen LLCs.
 During fiscal 2024, fiscal 2023 and fiscal 2022, we recorded our proportionate share of equity method investments loss of $ 11 million, $ 11 million and $ 2.1 million, respectively, which is included on the consolidated statements of income with a corresponding decrease to the carrying value of equity method investments on the consolidated balance sheets as of February 1, 2025 and February 3, 2024. We did not receive any distributions or have any undistributed earnings of equity method investments in any fiscal year.
 We have previously made contractually required contributions to the Aspen LLCs in an aggregate amount of $ 135 million in prior periods. As of February 1, 2025, we have made capital contributions of approximately $ 146 million to the Aspen LLCs. Additionally, Waterworks has membership interests in two European entities that are equity method investments. Our maximum exposure to loss with respect to these equity method investments is the carrying value of the equity method investments as of February 1, 2025.
 In March 2025, the Aspen LLC in which we hold a 70 percent interest sold its sole real estate property. Subsequent to the property sale, we received $ 15 million from the Aspen LLC, which consisted of $ 2.9 million for the repayment of its outstanding promissory note to us, including accrued interest (refer to Note 4— Prepaid expenses and other assets), and a capital distribution of $ 13 million. The capital distribution of $ 13 million represented a return of our contributed capital of $ 7.9 million and a return on investment of $ 4.6 million.

 92 | FORM 10-K

 NOTE 8—ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
 Accounts payable and accrued expenses consisted of the following:

 2025

 2024

 Accounts payable

 $

 245,260

 $

 192,345

 Accrued compensation

 50,689

 43,840

 Accrued sales and use tax

 27,685

 26,823

 Accrued occupancy

 24,992

 29,144

 Accrued freight and duty

 18,030

 14,333

 Accrued professional fees

 5,281

 5,754

 Accrued legal contingencies (1)

 3,029

 2,795

 Accrued legal settlements (1)

 —

 16,704

 Excise tax payable on share repurchases

 —

 11,988

 Other accrued expenses

 38,440

 22,859

 Total accounts payable and accrued expenses

 $

 413,406

 $

 366,585

 (1)
 Refer to Note 19 Commitments and Contingencies.

 Reorganizations
 We implemented and completed restructurings in the fourth quarter of fiscal 2024 and in the first quarter of fiscal 2023 that included workforce and expense reductions in order to improve and simplify our organizational structure, streamline certain aspects of our business operations and better position us for further growth. The workforce reduction associated with the initiative included the elimination of numerous leadership and other positions throughout the organization.
 During fiscal 2024 and fiscal 2023, we incurred total charges relating to the reorganizations of $ 4.4 million and $ 7.6 million, respectively, consisting primarily of severance costs and related taxes. As of February 1, 2025, we had accruals of $ 3.4 million included within accounts payable and accrued expenses on the consolidated balance sheets related to the fiscal 2024 reorganization. As of February 3, 2024, we had an immaterial amount accrued within accounts payable and accrued expenses on the consolidated balance sheets related to the fiscal 2023 reorganization, all of which was paid during fiscal 2024.
 Other current liabilities consisted of the following:

 2025

 2024

 Current portion of term loans

 $

 25,000

 $

 25,000

 Allowance for sales returns

 23,512

 19,588

 Finance lease liabilities

 21,135

 14,668

 Unredeemed gift card and merchandise credit liability

 19,546

 24,720

 Federal tax payable

 3,242

 5,561

 Foreign tax payable

 1,980

 4,546

 6,327

 Total other current liabilities

 $

 98,961

 $

 96,113

 FORM 10-K | 93

 NOTE 9—OTHER NON-CURRENT OBLIGATIONS
 Other non-current obligations consisted of the following:

 2025

 2024

 Unrecognized tax benefits

 $

 4,044

 $

 3,633

 Other non-current obligations

 7,904

 7,006

 Total other non-current obligations

 $

 11,948

 $

 10,639

 NOTE 10—LEASES
 Lease costs—net consisted of the following:

 2025

 2024

 2023

 Operating lease cost (1)

 $

 132,377

 $

 116,553

 $

 100,646

 Finance lease costs

 Amortization of leased assets (1)

 52,725

 54,596

 52,346

 Interest on lease liabilities (2)

 31,896

 33,822

 32,051

 Variable lease costs (3)

 24,565

 23,517

 27,848

 Sublease income (4)

 ( 4,701)

 ( 5,544)

 ( 4,455)

 Total lease costs—net

 $

 236,862

 $

 222,944

 $

 208,436

 (1)
 Operating lease costs and amortization of finance lease right-of-use assets are included in cost of goods sold or selling, general and administrative expenses on the consolidated statements of income based on our accounting policy. Refer to Note 3—Significant Accounting Policies.

 (2)
 Included in interest expense—net on the consolidated statements of income.

 (3)
 Represents variable lease payments under operating and finance lease agreements, primarily associated with contingent rent based on a percentage of retail sales over contractual levels of $ 14 million, $ 14 million and $ 19 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively, as well as charges associated with common area maintenance of $ 11 million, $ 9.1 million and $ 9.3 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively. Other variable costs, which include single lease cost related to variable lease payments based on an index or rate that were not included in the measurement of the initial lease liability and right-of-use asset, were not material in any period presented.

 (4)
 Included in selling, general and administrative expenses on the consolidated statements of income.

 94 | FORM 10-K

 Lease right-of-use assets and lease liabilities consisted of the following:

 2025

 2024

 Balance Sheet Classification

 Assets

 Operating lease right-of-use assets

 $

 617,103

 $

 625,801

 Finance leases (1)(2)(3)

 Property and equipment—net

 1,007,088

 836,814

 Total lease right-of-use assets

 $

 1,624,191

 $

 1,462,615

 Liabilities

 Current (4)

 Operating lease liabilities

 $

 100,944

 $

 85,523

 21,135

 14,668

 Total lease liabilities—current

 122,079

 100,191

 Non-current

 Non-current operating lease liabilities

 573,468

 576,166

 Non-current finance lease liabilities

 630,655

 566,829

 Total lease liabilities—non-current

 1,204,123

 1,142,995

 Total lease liabilities

 $

 1,326,202

 $

 1,243,186

 (1)
 Includes capitalized amounts related to our completed construction activities to design and build leased assets, which are reclassified from other non-current assets upon lease commencement.

 (2)
 Recorded net of accumulated amortization of $ 320 million and $ 268 million as of February 1, 2025 and February 3, 2024, respectively.

 (3)
 Includes $ 35 million and $ 37 million as of February 1, 2025 and February 3, 2024, respectively, related to an RH Design Gallery lease with a landlord that is an affiliate of the managing member of the Aspen LLCs. Refer to Note 7—Variable Interest Entities.

 (4)
 Current portion of lease liabilities represents the reduction of the related lease liability over the next 12 months.

 FORM 10-K | 95

 The maturities of lease liabilities were as follows as of February 1, 2025:

 OPERATING

 FINANCE

 FISCAL YEAR

 LEASES

 LEASES

 TOTAL

 2025

 $

 133,569

 $

 54,991

 $

 188,560

 2026

 127,383

 55,758

 183,141

 2027

 116,486

 56,564

 173,050

 2028

 82,354

 55,749

 138,103

 2029

 70,506

 55,439

 125,945

 Thereafter

 394,421

 888,434

 1,282,855

 Total lease payments (1)(2)

 924,719

 1,166,935

 2,091,654

 Less—imputed interest (3)

 ( 250,307)

 ( 515,145)

 ( 765,452)

 Present value of lease liabilities

 $

 674,412

 $

 651,790

 $

 1,326,202

 (1)
 Total lease payments include future obligations for renewal options that are reasonably certain to be exercised and are included in the measurement of the lease liability. Total lease payments exclude $ 884 million of legally binding payments under the non-cancellable term for leases signed but not yet commenced under our accounting policy as of February 1, 2025, of which $ 40 million, $ 41 million, $ 48 million, $ 50 million and $ 53 million will be paid in fiscal 2025, fiscal 2026, fiscal 2027, fiscal 2028 and fiscal 2029, respectively, and $ 652 million will be paid subsequent to fiscal 2029.

 (2)
 Excludes an immaterial amount of future commitments under short-term lease agreements as of February 1, 2025.

 (3)
 Calculated using the discount rate for each lease at lease commencement.

 Supplemental information related to leases consisted of the following:

 2025

 2024

 Weighted-average remaining lease term (years)

 9.1

 8.7

 20.2

 19.7

 Weighted-average discount rate

 5.8

 %

 5.2

 %

 5.8

 %

 5.1

 %

 96 | FORM 10-K

 Other information related to leases consisted of the following:

 2025

 2024

 2023

 Cash paid for amounts included in the measurement of lease liabilities

 Operating cash flows from operating leases

 $

 ( 121,128)

 $

 ( 122,220)

 $

 ( 101,513)

 Operating cash flows from finance leases

 ( 28,028)

 ( 37,819)

 ( 32,090)

 Financing cash flows from finance leases—net (1)

 ( 20,752)

 ( 13,972)

 ( 10,146)

 Total cash outflows from leases

 $

 ( 169,908)

 $

 ( 174,011)

 $

 ( 143,749)

 Non-cash transactions

 Lease right-of-use assets obtained in exchange for lease obligations—net of lease terminations

 $

 102,387

 $

 170,542

 $

 49,702

 85,116

 1,648

 109,015

 Reclassification from other non-current assets to finance lease right-of-use assets

 139,567

 —

 220,236

 Reclassification of finance lease right-of-use asset to property and equipment (2)

 —

 188,515

 —

 Reclassification of finance lease liability to property and equipment (2)

 —

 ( 71,612)

 —

 (1)
 Represents the principal portion of lease payments, partially offset by tenant allowances received subsequent to lease commencement of $ 4.8 million, $ 2.4 million and $ 4.7 million in fiscal 2024, fiscal 2023 and fiscal 2022 respectively.

 (2)
 During fiscal 2023, we purchased the building and land of our RH Guesthouse New York location and terminated the lease associated with the property. As a result, we reclassified the right-of-use asset and lease liability to property and equipment—net on the consolidated balance sheets as of the purchase date.

 NOTE 11—CONVERTIBLE SENIOR NOTES
 In June 2018, we issued in a private offering $ 300 million principal amount of 0.00 % convertible senior notes due 2023 and issued an additional $ 35 million principal amount in connection with the overallotment option granted to the initial purchasers as part of the offering (collectively, the "2023 Notes"). In September 2019, we issued in a private offering $ 350 million principal amount of 0.00 % convertible senior notes due 2024 (the "2024 Notes" and, together with the 2023 Notes, the "Convertible Senior Notes" or the "Notes").
 As of February 1, 2025, there are no remaining obligations under the Convertible Senior Notes.
 2023 Notes and 2024 Notes—Bond Hedge and Warrant Terminations and Note Repurchase
 Bond Hedge and Warrant Terminations
 During fiscal 2022, we entered into agreements with certain financial institutions (collectively, the "Counterparties") to repurchase all of the warrants issued in connection with the 2023 Notes and 2024 Notes at an aggregate purchase price of $ 184 million and $ 203 million, respectively, subject to adjustment for a settlement feature based on pricing formulations linked to the trading price of our common stock over a volume weighted-average price measurement period of two or three days. Upon entering into these agreements, the warrants were reclassified from stockholders' equity to current liabilities on the consolidated balance sheets, and accordingly, we recognized a corresponding net loss on the fair value adjustment of the warrants of $ 4.2 million, which is classified within other expense—net on the consolidated statements of income. Upon settlement of these agreements in April 2022, we paid an aggregate of $ 391 million in cash to terminate the warrants.

 FORM 10-K | 97

 During fiscal 2022, we entered into agreements with the Counterparties to terminate all of the convertible note bond hedges issued in connection with the 2023 Notes and 2024 Notes to receive an aggregate closing price of $ 56 million and $ 180 million, respectively, subject to adjustment for a settlement feature based on pricing formulations linked to the trading price of our common stock over a three day volume weighted-average price measurement period. Upon entering into these agreements, the bond hedges were reclassified from stockholders' equity to current assets on the consolidated balance sheets, and accordingly, we recognized a corresponding loss on the fair value adjustment of the settlement feature of $ 4.3 million, which is classified within other expense—net on the consolidated statements of income. Upon settlement of these agreements in April 2022, we received an aggregate of $ 232 million in cash for the termination of the bond hedges.
 Notes Repurchase
 During the first quarter of fiscal 2022, we entered into individual privately negotiated transactions with a limited number of sophisticated investors that were holders of the 2023 Notes and/or the 2024 Notes to repurchase in cash $ 45 million and $ 135 million in aggregate principal amount of the 2023 Notes and 2024 Notes, respectively (the "Notes Repurchase"). The Notes Repurchase provided for an estimated settlement cost of $ 325 million, subject to adjustment to the final settlement cost for an embedded feature based on pricing formulations linked to the trading price of our common stock over a five day volatility weighted-average price measurement period that ended on April 29, 2022. Upon execution of these agreements, we determined that we had modified the debt substantially and applied an extinguishment accounting model. Accordingly, we derecognized the aggregate principal amount of $ 180 million of the Convertible Senior Notes related to the extinguishment of such notes, and subsequently recognized a new financing liability with a fair value of $ 325 million. An embedded derivative related to the conversion feature was bifurcated from the new financing liability and separately recognized with an initial fair value of $ 278 million, with the remaining $ 47 million classified as debt and recognized at its amortized cost basis. Accordingly, we recognized a loss on extinguishment of debt of $ 146 million upon the execution of these agreements, inclusive of acceleration of amortization of debt issuance costs of $ 1.0 million. Upon the remeasurement of the amount owed to the holders in terms of the embedded feature, a total of $ 314 million was paid in cash to the holders, representing the combined carrying value of the debt liability of $ 47 million, as well as the fair value of the bifurcated embedded equity derivative upon settlement of $ 267 million. Accordingly, we recognized a gain on the fair value adjustment of the bifurcated embedded equity derivative of $ 11 million, which is classified within other expense — net on the consolidated statements of income.
 During fiscal 2022, we entered into additional individual privately negotiated transactions with a limited number of sophisticated investors that were holders of the 2023 Notes and/or the 2024 Notes to repurchase in cash $ 18 million and $ 39 million in aggregate principal amount of the 2023 Notes and 2024 Notes, respectively (the "Additional Notes Repurchase"). The Additional Notes Repurchase provided for an estimated settlement cost of $ 80 million, subject to adjustment to the final settlement cost for an embedded feature based on pricing formulations linked to the trading price of our common stock over a one day volatility weighted-average price measurement period occurring in July 2022. Upon execution of these agreements, we determined that we had modified the debt substantially and applied an extinguishment accounting model. Accordingly, we derecognized the aggregate principal amount of $ 57 million of the Convertible Senior Notes related to the extinguishment of such notes, and subsequently recognized a new financing liability with a fair value of $ 80 million. An embedded derivative related to the conversion feature was bifurcated from the new financing liability and separately recognized with an initial fair value of $ 55 million, with the remaining $ 25 million classified as debt and recognized at its amortized cost basis. Accordingly, we recognized a loss on extinguishment of debt of $ 23 million upon the execution of these agreements, inclusive of acceleration of amortization of debt issuance costs of $ 0.3 million. Upon the remeasurement of the amount owed to the holders in terms of the embedded feature, a total of $ 82 million was paid in cash to the holders, representing the combined carrying value of the debt liability of $ 25 million, as well as the fair value of the bifurcated embedded equity derivative upon settlement of $ 57 million. Accordingly, we recognized a loss on the fair value adjustment of the bifurcated embedded equity derivative of $ 1.5 million, which is classified within other expense—net on the consolidated statements of income.

 98 | FORM 10-K

 $ 335 million 0.00 % Convertible Senior Notes due 2023
 Prior to March 15, 2023, the 2023 Notes were convertible only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2018, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of our common stock on such trading day is greater than or equal to 130 % of the applicable conversion price on such trading day; (2) during the five consecutive business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $ 1,000 principal amount of 2023 Notes for such trading day was less than 98 % of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. The first condition was satisfied from the calendar quarter ended September 30, 2020 through the calendar quarter ended June 30, 2022 and, accordingly, holders were eligible to convert their 2023 Notes beginning in the calendar quarter ended December 31, 2020 and were eligible to convert their 2023 Notes through March 15, 2023. On and after March 15, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders were able to convert all or a portion of their 2023 Notes at any time, regardless of the foregoing circumstances.
 During fiscal 2022, holders of $ 9.4 million in aggregate principal amount of the 2023 Notes elected to exercise the early conversion option and we elected to settle such conversions using combination settlement comprised of cash equal to the principal amount of the 2023 Notes converted and shares of our common stock for the remaining conversion value. During fiscal 2022, we paid $ 9.4 million in cash and delivered 27,234 shares of common stock to settle the early conversion of these 2023 Notes. We also received 27,208 shares of common stock from the exercise of a portion of the convertible bond hedge we purchased concurrently with the issuance of the 2023 Notes, and therefore, on a net basis issued 26 shares of our common stock in respect to such settlement of the converted 2023 Notes.
 In June 2023, upon the maturity of the 2023 Notes, the remaining $ 1.7 million in aggregate principal amount of the 2023 Notes settled for $ 1.7 million in cash. During fiscal 2023 through the maturity of the 2023 Notes, we issued in aggregate 1,931 shares at a par value of $ 0.0001 per share and, as a result, recognized $ 0 in additional paid-in capital on the consolidated statements of stockholders' equity (deficit) upon settlement of the 2023 Notes.
 $ 350 million 0.00 % Convertible Senior Notes due 2024
 As of February 3, 2024, we had $ 42 million of 2024 Notes outstanding, which were classified as convertible senior notes due 2024—net within current liabilities.
 Prior to June 15, 2024, the 2024 Notes were convertible only under the following circumstances: (1) during any calendar quarter commencing after December 31, 2019, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of our common stock on such trading day is greater than or equal to 130 % of the applicable conversion price on such trading day; (2) during the five consecutive business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $ 1,000 principal amount of 2024 Notes for such trading day was less than 98 % of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. The first condition was satisfied from the calendar quarter ended September 30, 2020 through the calendar quarter ended March 31, 2022. However, this condition was not met for the calendar quarter ended June 30, 2022 through the calendar quarter ended June 30, 2023, but was met for the calendar quarter ended September 30, 2023. This condition was not met for the calendar quarters ended December 31, 2023 or March 31, 2024. On and after June 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders were able to convert all or a portion of their 2024 Notes at any time, regardless of the foregoing circumstances.
 In September 2024, upon the maturity of the 2024 Notes, the $ 42 million in aggregate principal amount of the 2024 Notes settled for $ 42 million in cash and are no longer outstanding as of February 1, 2025. During fiscal 2024 through the maturity of the 2024 Notes, we issued in aggregate 39,121 shares of common stock at a par value of $ 0.0001 per share and, as a result, recognized $ 0 in additional paid-in capital on the consolidated statements of stockholders' equity (deficit) upon settlement of the 2024 Notes.

 FORM 10-K | 99

 NOTE 12—CREDIT FACILITIES
 The outstanding balances under our credit facilities were as follows:

 2025

 2024

 UNAMORTIZED

 UNAMORTIZED

 DEBT

 NET

 DEBT

 NET

 INTEREST

 OUTSTANDING

 ISSUANCE

 CARRYING

 OUTSTANDING

 ISSUANCE

 CARRYING

 RATE

 COSTS

 COSTS

 (dollars in thousands)

 Asset based credit facility (1)

 5.66 %

 $

 200,000

 $

 —

 $

 200,000

 $

 —

 $

 —

 $

 —

 Term loan B (2)

 6.93 %

 1,935,000

 ( 11,856)

 1,923,144

 1,955,000

 ( 15,115)

 1,939,885

 Term loan B-2 (3)

 7.66 %

 488,750

 ( 15,731)

 473,019

 493,750

 ( 20,054)

 473,696

 Total credit facilities

 $

 2,623,750

 $

 ( 27,587)

 $

 2,596,163

 $

 2,448,750

 $

 ( 35,169)

 $

 2,413,581

 (1)
 Deferred financing fees associated with the asset based credit facility as of February 1, 2025 and February 3, 2024 were $ 1.5 million and $ 2.5 million, respectively, and are included in other non-current assets on the consolidated balance sheets. The deferred financing fees are amortized on a straight-line basis over the life of the revolving line of credit.

 (2)
 Represents the Term Loan Credit Agreement (defined below), of which outstanding amounts of $ 1,915 million and $ 1,935 million were included in term loan—net on the consolidated balance sheets as of February 1, 2025 and February 3, 2024, respectively, and $ 20 million was included in other current liabilities on the consolidated balance sheets as of both February 1, 2025 and February 3, 2024.

 (3)
 Represents the outstanding balance of the Term Loan B-2 (defined below) under the Term Loan Credit Agreement, of which outstanding amounts of $ 484 million and $ 489 million were included in term loan B-2—net on the consolidated balance sheets as of February 1, 2025 and February 3, 2024, respectively, and $ 5.0 million was included in other current liabilities on the consolidated balance sheets as of both February 1, 2025 and February 3, 2024.

 Asset Based Credit Facility
 On August 3, 2011, Restoration Hardware, Inc. ("RHI"), a wholly-owned subsidiary of RH, along with its Canadian subsidiary, Restoration Hardware Canada, Inc., entered into the Ninth Amended and Restated Credit Agreement (as amended prior to June 28, 2017, the "Original Credit Agreement") by and among RHI, Restoration Hardware Canada, Inc., certain other subsidiaries of RH named therein as borrowers or guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the "ABL Agent").
 On June 28, 2017, RHI entered into the Eleventh Amended and Restated Credit Agreement (as amended prior to July 29, 2021, the "11th A&R Credit Agreement") by and among RHI, Restoration Hardware Canada, Inc., certain other subsidiaries of RH named therein as borrowers or guarantors, the lenders party thereto and the ABL Agent, which amended and restated the Original Credit Agreement.
 On July 29, 2021, RHI entered into the Twelfth Amended and Restated Credit Agreement (as amended, the "ABL Credit Agreement") by and among RHI, Restoration Hardware Canada, Inc., certain other subsidiaries of RH named therein as borrowers or guarantors, the lenders party thereto and the ABL Agent, which amended and restated the 11th A&R Credit Agreement. The ABL Credit Agreement has a revolving line of credit with initial availability of up to $ 600 million, of which $ 10 million is available to Restoration Hardware Canada, Inc., and includes a $ 300 million accordion feature under which the revolving line of credit may be expanded by agreement of the parties from $ 600 million to up to $ 900 million if and to the extent the lenders revise their credit commitments to encompass a larger facility. The ABL Credit Agreement provides that the $ 300 million accordion, or a portion thereof, may be added as a first-in, last-out term loan facility if and to the extent the lenders revise their credit commitments for such facility. The ABL Credit Agreement further provides that the borrowers may request a European sub-credit facility under the revolving line of credit or under the accordion feature for borrowing by certain European subsidiaries of RH if certain conditions set out in the ABL Credit Agreement are met. The maturity date of the ABL Credit Agreement is July 29, 2026.
 The availability of credit at any given time under the ABL Credit Agreement will be constrained by the terms and conditions of the ABL Credit Agreement, including the amount of collateral available, a borrowing base formula based upon numerous factors, including the value of eligible inventory and eligible accounts receivable, and other restrictions contained in the ABL Credit Agreement. All obligations under the ABL Credit Agreement are secured by substantial assets of the loan parties, including inventory, receivables and certain types of intellectual property. As a result, actual borrowing availability under the revolving line of credit could be less than the stated amount of the revolving line of credit (as reduced by the actual borrowings and outstanding letters of credit under the revolving line of credit).

 100 | FORM 10-K

 Borrowings under the revolving line of credit (other than swing line loans, which are subject to interest at the base rate) bear interest, at the borrower's option, at either the base rate or LIBOR subject to a 0.00 % LIBOR floor (or, in the case of the Canadian borrowings, the "BA Rate" or the "Canadian Prime Rate", as such terms are defined in the ABL Credit Agreement, for the Canadian borrowings denominated in Canadian dollars, or the "U.S. Index Rate", as such term is defined in the ABL Credit Agreement, or LIBOR for Canadian borrowings denominated in United States dollars) plus an applicable interest rate margin, in each case. The ABL Credit Agreement was amended in December 2022 to transition from LIBOR to the Secured Overnight Financing Rate ("SOFR").
 The ABL Credit Agreement contains various restrictive and affirmative covenants, including required financial reporting, limitations on granting certain liens, limitations on making certain loans or investments, limitations on incurring additional debt, restricted payment limitations limiting the payment of dividends and certain other transactions and distributions, limitations on transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of a similar type and size.
 The ABL Credit Agreement does not contain any significant financial ratio covenants or coverage ratio covenants other than a consolidated fixed charge coverage ratio ("FCCR") covenant based on the ratio of (i) consolidated EBITDA to the amount of (ii) debt service costs plus certain other amounts, including dividends and distributions and prepayments of debt as defined in the ABL Credit Agreement (the "FCCR Covenant"). The FCCR Covenant only applies in certain limited circumstances, including when the unused availability under the ABL Credit Agreement drops below the greater of (A) $ 40 million and (B) an amount based on 10 % of the total borrowing availability at the time. The FCCR Covenant ratio is set at 1.0 and measured on a trailing twelve-month basis. As of February 1, 2025, RHI was in compliance with the FCCR Covenant.
 The ABL Credit Agreement requires a daily sweep of all cash receipts and collections to prepay the loans under the agreement while (i) an event of default exists or (ii) when the unused availability under the ABL Credit Agreement drops below the greater of (A) $ 40 million and (B) an amount based on 10 % of the total borrowing availability at the time.
 The ABL Credit Agreement contains customary representations and warranties, events of default and other customary terms and conditions for an asset based credit facility.
 As of February 1, 2025, RHI had $ 200 million in outstanding borrowings and $ 355 million of availability under the revolving line of credit, net of $ 45 million in outstanding letters of credit. As a result of the FCCR Covenant that limits the last 10 % of borrowing availability, actual incremental borrowing available to RHI and the other affiliated parties under the revolving line of credit would be $ 295 million as of February 1, 2025.
 Term Loan Credit Agreement
 On October 20, 2021, RHI entered into a Term Loan Credit Agreement (the "Term Loan Credit Agreement") by and among RHI as the borrower, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, the "Term Agent") with respect to an initial term loan (the "Term Loan B") in an aggregate principal amount equal to $ 2,000 million with a maturity date of October 20, 2028.
 Through July 31, 2023, the Term Loan B bore interest at an annual rate based on LIBOR subject to a 0.50 % LIBOR floor plus an interest rate margin of 2.50 % (with a stepdown of the interest rate margin if RHI achieves a specified public corporate family rating). LIBOR is a floating interest rate that reset periodically during the life of the Term Loan B. At the date of borrowing, the interest rate was set at the LIBOR floor of 0.50 % plus 2.50 % and the Term Loan B was issued at a discount of 0.50 % to face value. Effective August 1, 2023, the Term Loan B bears interest at an annual rate based on SOFR subject to a 0.50 % SOFR floor plus an interest rate margin of 2.50 % plus a credit spread adjustment.
 On May 13, 2022, RHI entered into a 2022 Incremental Amendment (the "2022 Incremental Amendment") with Bank of America, N.A., as administrative agent, amending the Term Loan Credit Agreement (the Term Loan Credit Agreement as amended by the 2022 Incremental Amendment, the "Amended Term Loan Credit Agreement"). Pursuant to the terms of the 2022 Incremental Amendment, RHI incurred incremental term loans (the "Term Loan B-2") in an aggregate principal amount equal to $ 500 million with a maturity date of October 20, 2028. The Term Loan B-2 constitutes a separate class from the Term Loan B under the Term Loan Credit Agreement.
 The Term Loan B-2 bears interest at an annual rate based on the SOFR subject to a 0.50 % SOFR floor plus an interest rate margin of 3.25 % plus a credit spread adjustment of 0.10 %. Other than the terms relating to the Term Loan B-2, the terms of the Amended Term Loan Credit Agreement remain substantially the same as the terms of the existing Term Loan Credit Agreement, including representations and warranties, covenants and events of default.

 FORM 10-K | 101

 We incurred debt issuance costs of $ 28 million in fiscal 2022, in connection with the issuance of the Term Loan Credit Agreement. No debt issuance costs were incurred in fiscal 2024 or fiscal 2023.
 All obligations under the Term Loan B are guaranteed by certain domestic subsidiaries of RHI. Further, RHI and such subsidiaries have granted a security interest in substantially all of their assets (subject to customary and other exceptions) to secure the Term Loan B. Substantially all of the collateral securing the Term Loan B also secures the loans and other credit extensions under the ABL Credit Agreement. On October 20, 2021, in connection with the Term Loan Credit Agreement, RHI and certain other subsidiaries of RH party to the Term Loan Credit Agreement and the ABL Credit Agreement, as the case may be, entered into an Intercreditor Agreement (the "Intercreditor Agreement") with the Term Agent and the ABL Agent. The Intercreditor Agreement establishes various customary inter-lender terms, including, without limitation, with respect to priority of liens, permitted actions by each party, application of proceeds, exercise of remedies in case of default, releases of liens and certain limitations on the amendment of the ABL Credit Agreement and the Term Loan Credit Agreement without the consent of the other parties.
 The borrowings under the Term Loan Credit Agreement may be prepaid in whole or in part at any time, subject to a prepayment premium of 1.0 % in connection with any repricing transaction within the six months following the closing date of the Term Loan Credit Agreement.
 The Term Loan Credit Agreement contains various restrictive and affirmative covenants, including required financial reporting, limitations on granting certain liens, limitations on making certain loans or investments, limitations on incurring additional debt, restricted payment limitations limiting the payment of dividends and certain other transactions and distributions, limitations on transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of a similar type and size, but provides for unlimited exceptions in the case of incurring indebtedness, granting of liens and making investments, dividend payments, and payments of material junior indebtedness, subject to satisfying specified leverage ratio tests.
 The Term Loan Credit Agreement does not contain a financial maintenance covenant.
 The Term Loan Credit Agreement contains customary representations and warranties, events of default and other customary terms and conditions for a term loan credit agreement.
 NOTE 13—FAIR VALUE MEASUREMENTS
 The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining the fair value, we utilize market data or assumptions that we believe market participants would use in pricing the asset or liability, which would maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, including assumptions about risk and the risks inherent in the inputs of the valuation technique.
 Our recurring and non-recurring fair values measurements of financial and non-financial assets and liabilities are classified and disclosed in one of the following categories in accordance with ASC 820— Fair Value Measurements:
 Level 1—Quoted prices are available in active markets for identical investments as of the reporting date.
 Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.
 Level 3—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs used in the determination of fair value require significant judgment or estimation.

 102 | FORM 10-K

 Fair Value Measurements—Recurring
 Amounts reported as cash and equivalents, receivables, and accounts payable and accrued expenses approximate fair value due to the short-term nature of activity within these accounts. The estimated fair value of the asset based credit facility approximates cost as the interest rate associated with the facility is variable and resets frequently (Level 2).
 The estimated fair value and carrying value of the 2024 Notes, the Term Loan Credit Agreement and the real estate loans were as follows:

 2025

 2024

 PRINCIPAL

 PRINCIPAL

 FAIR

 CARRYING

 FAIR

 CARRYING

 VALUE

 VALUE (1)

 VALUE

 VALUE (1)

 Convertible senior notes due 2024

 $

 —

 $

 —

 $

 39,879

 $

 41,904

 Term loan B

 1,920,488

 1,935,000

 1,917,715

 1,955,000

 Term loan B-2

 487,528

 488,750

 490,545

 493,750

 Real estate loans

 17,118

 17,838

 17,425

 17,966

 (1)
 The principal carrying value of the 2024 Notes excludes the discounts upon original issuance, discounts and commissions payable to the initial purchasers and third-party offering costs, as applicable. The principal carrying values of the Term Loan B and Term Loan B-2 represent the outstanding amount under each class and exclude discounts upon original issuance and third-party offering costs. The real estate loans represent the outstanding principal balance and exclude debt issuance costs.

 The fair value of the 2024 Notes was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including the trading price of our convertible notes, when available, our stock price and interest rates based on similar debt issued by parties with credit ratings similar to ours (Level 2). As of February 1, 2025, the fair values of the Term Loan B and Term Loan B-2 were derived from observable bid prices (Level 1). As of February 3, 2024, the fair values of the Term Loan B and Term Loan B-2 were derived from discounted cash flows using risk-adjusted rates (Level 2). The fair values of the real estate loans were derived from discounted cash flows using risk-adjusted rates (Level 2).
 Fair Value Measurements—Non-Recurring
 The fair value of the non-cash compensation related to noncontrolling interests in the Member LLCs in fiscal 2022, as discussed in "Consolidated Variable Interest Entities and Noncontrolling Interests" within Note 3— Significant Accounting Policies and Note 7— Variable Interest Entities, were determined based on unobservable (Level 3) inputs and valuation techniques.
 In fiscal 2022, upon settlement of our convertible senior notes, including the settlements in which holders of the 2023 Notes and 2024 Notes elected to exercise the early conversion option, we recognized a gain or loss on extinguishment of debt in the consolidated statements of income, which represents the difference between the carrying value and fair value of the convertible senior notes immediately prior to the settlement date. The fair value of the 2024 Notes related to the settlement of the early conversions was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including the trading price of our convertible notes, when available, our common stock price and interest rates based on similar debt issued by parties with credit ratings similar to ours (Level 2).
 The fair values of long-lived assets, such as property and equipment and lease right-of-use assets, as discussed in "Impairment—Long-Lived Assets" within Note 3— Significant Accounting Policies, were determined based on unobservable (Level 3) inputs and valuation techniques. Fair values are based on the expected future cash flows of the asset or asset group, using a discount rate commensurate with the related risk. Expected future cash flows are estimated based on the highest and best use of the asset and take into consideration multiple factors, including but not limited to, location-level historical results, current trends, operating cash flow projections and market-based rental rates.

 FORM 10-K | 103

 NOTE 14—INCOME TAXES
 Our income before income taxes, inclusive of our share of equity method investments loss—net, was as follows:

 2025

 2024

 2023

 Domestic

 $

 59,731

 $

 143,509

 $

 418,216

 Foreign

 17,480

 12,313

 19,068

 Total

 $

 77,211

 $

 155,822

 $

 437,284

 Our income tax expense (benefit) consisted of the following:

 2025

 2024

 2023

 Current

 Federal

 $

 1,015

 $

 ( 3,249)

 $

 ( 6,773)

 State

 2,274

 6,032

 1,013

 Foreign

 2,943

 7,012

 Total current tax expense

 6,232

 2,962

 1,252

 Deferred

 Federal

 22,236

 ( 78,032)

 State

 ( 2,761)

 ( 1,339)

 ( 18,639)

 Foreign

 4,402

 4,061

 Total deferred tax expense (benefit)

 ( 1,433)

 25,299

 ( 92,610)

 Total income tax expense (benefit)

 $

 4,799

 $

 $

 ( 91,358)

 104 | FORM 10-K

 A reconciliation of the federal statutory tax rate to our effective tax rate was as follows:

 2025

 2024

 2023

 Provision at federal statutory tax rate

 21.0

 %

 21.0

 %

 21.0

 %

 State income taxes—net of federal tax impact

 ( 2.3)

 2.1

 ( 2.8)

 Stock compensation—excess benefits

 ( 19.2)

 ( 3.4)

 ( 50.0)

 Non-deductible stock-based compensation

 2.8

 1.3

 0.9

 U.S. impact of foreign operations

 2.5

 0.8

 0.6

 Valuation allowance

 1.1

 0.2

 0.5

 Federal rehabilitation tax credit

 —

 ( 7.3)

 ( 0.9)

 Tax impact of convertible senior notes repurchase

 —

 0.1

 9.4

 Tax rate adjustments and other

 ( 0.6)

 1.0

 —

 Other permanent items

 0.9

 2.3

 0.4

 Effective tax rate

 6.2

 %

 18.1

 %

 ( 20.9)

 %

 We have recorded deferred tax assets and liabilities based upon estimates of their realizable value, and such estimates are based upon likely future tax consequences. In assessing the need for a valuation allowance, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets. If, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized, we record a valuation allowance.

 FORM 10-K | 105

 Significant components of our deferred tax assets and liabilities were as follows:

 2025

 2024

 Non-current deferred tax assets (liabilities)

 Lease liabilities

 $

 363,753

 $

 341,767

 Interest expense carryforwards

 70,952

 72,765

 Net operating loss carryforwards

 35,205

 60,143

 Accrued expenses

 22,927

 25,906

 Stock-based compensation

 22,265

 19,090

 Merchandise inventories

 21,174

 13,881

 Deferred revenue

 2,961

 3,847

 Non-current deferred tax assets

 539,237

 537,399

 Valuation allowance

 ( 3,791)

 ( 4,442)

 Non-current deferred tax assets—net

 $

 535,446

 $

 532,957

 Property and equipment

 $

 ( 176,239)

 $

 ( 182,580)

 Lease right-of-use assets

 ( 165,966)

 ( 165,423)

 Prepaid expense and other current assets

 ( 35,453)

 ( 29,927)

 Tradename, trademarks and other intangible assets

 ( 11,679)

 ( 11,379)

 State benefit

 ( 8,780)

 ( 8,104)

 Non-current deferred tax liabilities

 ( 398,117)

 ( 397,413)

 Total non-current deferred tax assets—net

 $

 137,329

 $

 135,544

 A reconciliation of our valuation allowance against deferred tax assets in certain state and foreign jurisdictions due to historical losses was as follows:

 2025

 2024

 2023

 Balance at beginning of fiscal year

 $

 4,442

 $

 4,202

 $

 1,959

 Net changes in deferred tax assets and liabilities

 ( 651)

 2,243

 Balance at end of fiscal year

 $

 3,791

 $

 4,442

 $

 4,202

 As of February 1, 2025, we had federal, state and foreign net operating loss carryovers of $ 96 million, $ 104 million and $ 29 million, respectively. The federal net operating losses do not expire. The state net operating loss carryovers will begin to expire in 2025 and continue to expire at various times depending upon individual state carryforward rules. The foreign net operating losses will begin to expire in 2028. Internal Revenue Code Section 382 and similar state rules place a limitation on the amount of taxable income which can be offset by net operating loss carryforwards after a change in ownership (generally greater than 50 % change in ownership). We cannot give any assurances that we will not undergo an ownership change in the future resulting in further limitations on utilization of net operating losses.

 106 | FORM 10-K

 A reconciliation of the exposures related to unrecognized tax benefits was as follows:

 2025

 2024

 2023

 Balance at beginning of fiscal year

 $

 8,604

 $

 8,151

 $

 8,604

 Gross decreases—prior period tax positions

 ( 5,438)

 —

 —

 Gross increases—current period tax positions

 —

 Reductions based on the lapse of the applicable statutes of limitations

 ( 213)

 ( 62)

 ( 453)

 Balance at end of fiscal year

 $

 3,384

 $

 8,604

 $

 8,151

 As of February 1, 2025, $ 2.7 million of our unrecognized tax benefits would reduce income tax expense and the effective tax rate, if recognized. The remaining unrecognized tax benefits would offset other deferred tax assets, if recognized. As of February 1, 2025, we have $ 0.4 million of exposures related to unrecognized tax benefits that are expected to decrease in the next 12 months.
 In October 2017, we filed an amended federal tax return claiming a $ 5.4 million refund, however, no income tax benefit has been recorded in any fiscal year given the technical nature and amount of the refund claim. As of the first quarter of fiscal 2024, we are no longer appealing this refund claim and have reversed the receivable and related reserve.
 We are subject to taxation in the United States and various states and foreign jurisdictions. As of February 1, 2025, we are subject to examination by the tax authorities for fiscal 2021 through fiscal 2024. With few exceptions, as of February 1, 2025, we are no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years prior to fiscal 2021.

 We have not provided U.S. income or foreign withholding taxes on the undistributed earnings of our foreign subsidiaries as of February 1, 2025 because we intend to permanently reinvest such earnings outside of the U.S. If these foreign earnings were to be repatriated in the future, the related U.S. tax liability is expected to be immaterial, due to the participation exemption put in place in the Tax Cuts and Jobs Act of 2017.

 The Organization for Economic Cooperation and Development ("OECD") proposed model rules to ensure a minimal level of taxation (commonly referred to as Pillar II) and the European Union member states have agreed to implement Pillar II's proposed global corporate minimum tax rate of 15 %. Many countries are actively considering, have proposed or have enacted changes to their tax laws based upon the Pillar II proposals, which could increase our tax obligations in countries where we do business or cause us to change the way we operate our business. To mitigate the administrative burden for multinational enterprises in complying with the OECD Global Anti-Base Erosion rules during the initial years of implementation, the OECD developed the temporary "Transitional Country-by-Country Safe Harbor." We considered the applicable tax law changes from Pillar II implementation in the relevant countries in which we operate, and there is no material impact to our tax provision for fiscal 2024. We will continue to evaluate the impact of these tax law changes in future reporting periods.

 FORM 10-K | 107

 NOTE 15—NET INCOME PER SHARE
 The weighted-average shares used for net income per share were as follows:

 2025

 2024

 2023

 Weighted-average shares—basic

 18,487,319

 19,880,576

 23,523,065

 Effect of dilutive stock-based awards

 1,383,386

 1,518,408

 2,675,660

 Effect of dilutive convertible senior notes (1)

 120,894

 201,494

 363,263

 Weighted-average shares—diluted

 19,991,599

 21,600,478

 26,561,988

 (1)
 The dilutive effect of the 2023 Notes and 2024 Notes is calculated under the if-converted method, which assumes share settlement of the entire convertible debt instrument. The 2023 Notes and 2024 Notes matured in June 2023 and September 2024, respectively, and did not have an impact on our diluted share count post-maturity. Refer to Note 11—Convertible Senior Notes.

 The following number of options and restricted stock units, as well as shares issuable under convertible senior notes, were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive:

 2025

 2024

 2023

 Options

 1,591,655

 1,316,836

 1,096,269

 Restricted stock units

 8,990

 15,313

 19,154

 Convertible senior notes

 —

 —

 231,618

 NOTE 16—SHARE REPURCHASE PROGRAM AND SHARE RETIREMENT
 Share Repurchase Program
 In 2018, our Board of Directors authorized a share repurchase program. On June 2, 2022, the Board of Directors authorized an additional $ 2,000 million for the purchase of shares of our outstanding common stock, increasing the total authorized size of the share repurchase program to $ 2,450 million (the "Share Repurchase Program"). We did not repurchase any shares of our common stock under the Share Repurchase Program during fiscal 2024. As of February 1, 2025, $ 201 million remains available for future share repurchases under this program.
 In fiscal 2022, we repurchased 3,719,550 shares of our common stock under the Share Repurchase Program at an average price of $ 268.83 per share, for an aggregate repurchase amount of approximately $ 1,004 million, inclusive of $ 3.7 million of excise taxes.
 In fiscal 2023, we repurchased 3,887,965 shares of our common stock under the Share Repurchase Program at an average price of $ 321.28 per share, for an aggregate repurchase amount of approximately $ 1,261 million, inclusive of $ 12 million of excise taxes.
 The excise tax liability of $ 12 million, which was included in accounts payable and accrued expenses on the consolidated balance sheets as of February 3, 2024, was paid in October 2024 and is no longer outstanding as of February 1, 2025.
 Share Retirements
 In fiscal 2022, we retired 3,719,550 shares of common stock related to shares we repurchased under the Share Repurchase Program. As a result of this retirement, we reclassified a total of $ 444 million and $ 560 million from treasury stock to additional paid-in capital and retained earnings (accumulated deficit), respectively, on the consolidated balance sheets and consolidated statements of stockholders' equity (deficit).

 108 | FORM 10-K

 In fiscal 2023, we retired 3,887,965 shares of common stock related to shares we repurchased under the Share Repurchase Program. As a result of this retirement, we reclassified a total of $ 10 million and $ 1,251 million from treasury stock to additional paid-in capital and retained earnings (accumulated deficit), respectively, on the consolidated balance sheets and consolidated statements of stockholders' equity (deficit).
 NOTE 17—STOCK-BASED COMPENSATION
 The Restoration Hardware 2012 Stock Incentive Plan (the "Stock Incentive Plan") was adopted on November 1, 2012. The Stock Incentive Plan provides for the grant of incentive stock options to our employees, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards and any combination thereof to our employees, directors and consultants and our parent and subsidiary corporations' employees, directors and consultants.
 The Restoration Hardware 2012 Stock Option Plan (the "Option Plan") was adopted on November 1, 2012 and on such date 6,829,041 fully vested options were granted under this plan to certain of our employees and advisors. Aside from these options granted on November 1, 2012, no other awards were granted under the Option Plan.
 On November 1, 2022, both the Stock Incentive Plan and Option Plan expired. Upon expiration of the Stock Incentive Plan, a total of 1,607,508 shares that were available for future issuance under the plan were cancelled and were no longer available for the grant of awards under the plan.
 The RH 2023 Stock Incentive Plan (the "2023 Stock Incentive Plan", together with the Stock Incentive Plan and Option Plan, "the Plans") was approved by stockholders on April 4, 2023. The 2023 Stock Incentive Plan provides for the grant of incentive stock options to our employees and the grant of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and any combination thereof to our employees, directors and consultants and our parent and subsidiary corporations' employees, directors and consultants.
 The maximum number of shares that may be issued pursuant to all awards under the 2023 Stock Incentive Plan is (i) 3,000,000, plus (ii) any shares of our common stock covered by any outstanding award (or portion of any such award) that has been granted under the Stock Incentive Plan if such award (or a portion of such award) is forfeited, is canceled or expires (whether voluntarily or involuntarily) without the issuance of shares of our common stock or if the shares underlying such award (or a portion of such award) that are surrendered or withheld in payment of the award's exercise or purchase price or in satisfaction of tax withholding obligations with respect to an award would be deemed not to have been issued for purposes of determining the maximum number of shares of our common stock that may be issued under the 2023 Stock Incentive Plan had such award been an award granted under the 2023 Stock Incentive Plan. The 2023 Stock Incentive Plan has a ten-year term.
 Awards under the 2023 Stock Incentive Plan reduce the number of shares available for future issuance. Cancellations and forfeitures of awards previously granted under the Plans increase the number of shares available for future issuance. Shares issued as a result of award exercises under the 2023 Stock Incentive Plan will be funded with the issuance of new shares. As of February 1, 2025, a total of 2,235,091 shares were available for future issuance under the 2023 Stock Incentive Plan.
 Stock Options Under the Plans
 Stock option activity was as follows:

 WEIGHTED-AVERAGE

 OPTIONS

 EXERCISE PRICE

 Outstanding—February 3, 2024

 3,576,556

 $

 192.94

 Granted

 546,850

 277.64

 Exercised

 ( 356,453)

 90.60

 Cancelled

 ( 114,839)

 287.07

 Outstanding—February 1, 2025

 3,652,114

 $

 212.65

 FORM 10-K | 109

 The fair value of stock options granted was estimated on the date of grant using the following weighted-average assumptions:

 2025

 2024

 2023

 Expected volatility

 56.8

 %

 54.3

 %

 62.4

 %

 Expected life (years)

 7.2

 7.3

 7.3

 Risk-free interest rate

 4.5

 %

 3.9

 %

 3.8

 %

 Dividend yield

 —

 —

 —

 Additional information about stock options was as follows:

 2025

 2024

 2023

 (in thousands, except per share amounts)

 Weighted-average fair value per share of stock options granted

 $

 172.87

 $

 160.57

 $

 171.78

 Aggregate intrinsic value of stock options exercised

 90,058

 34,556

 1,102,657

 Fair value of stock options vested

 27,063

 19,113

 18,071

 Information about stock options outstanding, vested or expected to vest, and exercisable as of February 1, 2025 was as follows:

 OPTIONS OUTSTANDING

 OPTIONS EXERCISABLE

 REMAINING

 NUMBER OF

 CONTRACTUAL LIFE

 EXERCISE

 NUMBER OF

 EXERCISE

 RANGE OF EXERCISE PRICES

 OPTIONS

 (in years)

 PRICE

 OPTIONS

 PRICE

 $ 25.39 — $ 45.21

 151,950

 1.3

 $

 35.79

 151,950

 $

 35.79

 $ 50.00 — $ 50.00

 1,000,000

 2.3

 50.00

 1,000,000

 50.00

 $ 87.31 — $ 154.82

 580,369

 4.7

 135.01

 301,643

 128.26

 $ 159.00 — $ 267.09

 804,615

 8.5

 260.75

 66,510

 221.46

 $ 278.30 — $ 379.26

 297,630

 7.2

 316.98

 74,645

 328.62

 $ 385.30 — $ 385.30

 700,000

 5.7

 385.30

 700,000

 385.30

 $ 389.34 — $ 713.52

 117,550

 6.9

 586.84

 31,165

 611.96

 Total

 3,652,114

 $

 212.65

 2,325,913

 $

 181.51

 Vested or expected to vest

 3,332,168

 $

 206.51

 110 | FORM 10-K

 Stock Options Under the Plans
 Options outstanding, vested or expected to vest, and exercisable as of February 1, 2025 were as follows:

 AGGREGATE

 INTRINSIC

 EXERCISE

 REMAINING TERM

 VALUE

 SHARES

 PRICE

 (in years)

 Options outstanding

 3,652,114

 $

 212.65

 5.2

 $

 774,076

 Options vested or expected to vest

 3,332,168

 $

 206.51

 4.9

 $

 725,915

 Options exercisable

 2,325,913

 $

 181.51

 3.8

 $

 558,694

 Stock-based compensation expense related to stock options, which is included in selling, general and administrative expenses on the consolidated statements of income, was as follows:

 2025

 2024

 2023

 Stock-based compensation expense (1)

 $

 40,516

 $

 36,509

 $

 40,583

 (1)
 On October 18, 2020, our Board of Directors granted Mr. Friedman an option to purchase 700,000 shares of our common stock with an exercise price equal to $ 385.30 per share under the Stock Incentive Plan. The option will result in aggregate non-cash stock compensation expense of $ 174 million. Amounts presented include $ 4.5 million, $ 9.6 million and $ 18 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively, related to Mr. Friedman's option.

 As of February 1, 2025, the total unrecognized compensation expense related to unvested options was $ 128 million, which is expected to be recognized on a straight-line basis over a weighted-average period of 4.6 years. In addition, as of February 1, 2025, the total unrecognized compensation expense related to the fully vested option grant made to Mr. Friedman in October 2020 was $ 0.9 million, which will be recognized in the first quarter of fiscal 2025.
 Restricted Stock Awards Under the Plans
 We grant restricted stock awards, which include restricted stock and restricted stock units, to our employees and members of our Board of Directors. Restricted stock award activity was as follows:

 INTRINSIC

 GRANT DATE FAIR

 VALUE

 AWARDS

 VALUE

 Outstanding—February 3, 2024

 15,940

 $

 437.02

 Granted

 15,829

 301.31

 Released

 ( 19,749)

 335.72

 Cancelled

 ( 800)

 300.98

 Outstanding—February 1, 2025

 11,220

 $

 433.56

 $

 4,702

 Additional information about restricted stock awards was as follows:

 2025

 2024

 2023

 Weighted-average fair value per share of awards granted

 $

 301.31

 $

 322.24

 $

 318.86

 Grant date fair value of awards released (in thousands)

 6,630

 2,846

 2,694

 FORM 10-K | 111

 Stock-based compensation expense related to restricted stock awards, which is included in selling, general and administrative expenses on the consolidated statements of income, was as follows:

 2025

 2024

 2023

 Stock-based compensation expense

 $

 3,669

 $

 2,874

 $

 2,962

 As of February 1, 2025, the total unrecognized compensation expense related to unvested restricted stock awards was $ 6.8 million, which is expected to be recognized on a straight-line basis over a weighted-average period of 2.1 years.
 Compensation Related to Consolidated VIEs
 Refer to Note 7— Variable Interest Entities for details of non-cash compensation related to consolidated variable interest entities in fiscal 2022.
 NOTE 18—EMPLOYEE BENEFIT PLANS
 We have a 401(k) plan for our employees who meet certain service and age requirements. Participants may contribute up to 50 % of their salaries limited to the maximum allowed by the Internal Revenue Service regulations. We, at our discretion, may contribute funds to the 401(k) plan. We made no contributions to the 401(k) plan during fiscal 2024, fiscal 2023 or fiscal 2022.
 NOTE 19—COMMITMENTS AND CONTINGENCIES
 Commitments
 We had no material off balance sheet commitments as of February 1, 2025.
 Contingencies
 We are subject to contingencies, including in connection with lawsuits, claims, investigations and other legal proceedings incident to the ordinary course of our business. These disputes are increasing in number as we expand our business and provide new product and service offerings, such as restaurants and hospitality, and as we enter new markets and legal jurisdictions and face increased complexity related to compliance and regulatory requirements. In addition, we are subject to governmental and regulatory examinations, information requests, and investigations from time to time at the state and federal levels.
 Certain legal proceedings that we currently face involve various class-action allegations, including cases related to our employment practices, the application of state wage-and-hour laws, product liability and other causes of action. We have faced similar litigation in the past. Due to the inherent difficulty of predicting the course of legal actions related to complex legal matters, including class-action allegations, such as the eventual scope, duration or outcome, we may be unable to estimate the amount or range of any potential loss that could result from an unfavorable outcome arising from such matters. Our assessment of these legal proceedings, as well as other lawsuits, could change based upon the discovery of facts that are not presently known or developments during the course of the litigation. We have settled certain class action and other cases, but continue to defend a variety of legal actions and our estimates of our exposure in such cases may evolve over time. Accordingly, the ultimate costs to resolve litigation, including class action cases, may be substantially higher or lower than our estimates.

 112 | FORM 10-K

 With respect to such contingencies, we review the need for any loss contingency reserves and establish reserves when, in the opinion of our senior leadership team, it is probable that a matter would result in liability, and the amount of loss, if any, can be reasonably estimated. Loss contingencies determined to be probable and estimable are recorded in accounts payable and accrued expenses on the consolidated balance sheets (refer to Note 8— Accounts Payable, Accrued Expenses and Other Current Liabilities). These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to each matter. In view of the inherent difficulty of predicting the outcome of certain matters, particularly in cases in which claimants seek substantial or indeterminate damages, it may not be possible to determine whether a liability has been incurred or to reasonably estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no reserve is established until that time. When and to the extent that we do establish a reserve, there can be no assurance that any such recorded liability for estimated losses will be for the appropriate amount, and actual losses could be higher or lower than what we accrue from time to time. Although we believe that the ultimate resolution of our current legal proceedings will not have a material adverse effect on the consolidated financial statements, the outcome of legal matters is subject to inherent uncertainty.
 Although we are self-insured or maintain deductibles in the United States for workers' compensation, general liability and product liability up to predetermined amounts, above which third-party insurance applies, depending on the facts and circumstances of the underlying claims, coverage under these or other of our insurance policies may not be available. We may elect not to renew certain insurance coverage or renewal of coverage may not be available or may be prohibitively expensive. Even if we believe coverage does apply under our insurance programs, our insurance carriers may dispute coverage based on the underlying facts and circumstances.
 The outcome of any contingencies, including lawsuits, claims, investigations and other legal proceedings, could result in unexpected expenses and liability that could adversely affect our operations. In addition, any legal proceedings in which we are involved or claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of our senior leadership team's time, result in the diversion of significant operational resources, and require changes to our business operations, policies and practices. Legal costs related to such matters are expensed as incurred.
 NOTE 20—SEGMENT REPORTING
 We define reportable and operating segments on the same basis that we use to evaluate our performance internally by the chief operating decision maker ("CODM"), which we have determined is our Chief Executive Officer. We have three operating segments: RH Segment, Waterworks and Real Estate. The RH Segment and Waterworks operating segments (the "retail operating segments") include all sales channels accessed by our customers, including sales through retail locations and outlets, including hospitality, websites, Sourcebooks, and the Trade and Contract channels. The Real Estate segment represents operations associated with certain of our equity method investments and consolidated variable interest entities and have operations that are not directly related to the activities of the retail operating segments.
 The retail operating segments are strategic business units that offer products for the home furnishings customer. While RH Segment and Waterworks have a shared senior leadership team and customer base, we have determined that their results cannot be aggregated as they do not share similar economic characteristics, as well as due to other quantitative factors.
 Segment Information
 The CODM uses segment adjusted operating income to evaluate segment profitability for the retail operating segments and to allocate resources and analyze variances of actual performance to our forecasts when making decisions. Operating income is defined as net income before interest expense—net, other expense—net, income tax expense (benefit) and our share of equity method investments loss—net. Segment adjusted operating income excludes (i) certain asset impairments, (ii) legal settlements, (iii) non-cash compensation amortization related to an option grant made to Mr. Friedman in October 2020, (iv) severance costs associated with a reorganization, (v) costs associated with product recalls, (vi) employer payroll tax expense related to option exercises by Mr. Friedman, (vii) professional fees related to the 2023 Notes and 2024 Notes transactions (refer to Note 11— Convertible Senior Notes), (viii) non-cash compensation attributed to the noncontrolling interests holder of our consolidated variable interest entities (refer to Note 7— Variable Interest Entities), (ix) compensation settlements related to the Rollover Units and Profit Interest Units in the Waterworks subsidiary and (x) gain on sale of building and land. These items are excluded from segment adjusted operating income in order to provide better transparency of segment operating results. Accordingly, these items are not presented by segment because they are excluded from the segment profitability measure that the CODM and our senior leadership team review.

 FORM 10-K | 113

 Segment net revenues, which represent our disaggregated net revenues in accordance with ASC 606, significant segment expenses and segment adjusted operating income, by reportable segment, were as follows:

 2025

 2024

 2023

 TOTAL (1)

 TOTAL

 TOTAL

 Net revenues

 $

 2,987,818

 192,935

 3,180,753

 $

 2,835,617

 193,509

 3,029,126

 $

 3,398,638

 191,839

 3,590,477

 Cost of goods sold

 1,674,644

 91,177

 1,765,821

 1,549,510

 90,597

 1,640,107

 1,690,194

 88,298

 1,778,492

 Advertising expense

 119,238

 3,243

 122,481

 103,690

 3,210

 106,900

 68,143

 2,860

 71,003

 Other segment expenses (2)

 857,742

 76,471

 934,213

 812,959

 75,373

 888,332

 878,757

 72,399

 951,156

 Segment adjusted operating income (1)

 336,194

 22,044

 358,238

 369,458

 24,329

 393,787

 761,544

 28,282

 789,826

 Asset impairments

 36,071

 3,531

 Non-cash compensation

 4,532

 9,640

 18,072

 Reorganization related costs

 4,423

 7,621

 —

 Legal settlements—net

 ( 9,375)

 8,500

 ( 4,188)

 Recall accrual

 —

 ( 1,576)

 Employer payroll taxes on option exercises

 —

 —

 14,392

 Professional fees

 —

 —

 7,469

 Non-cash compensation related to consolidated VIEs

 —

 —

 4,470

 Compensation settlements

 —

 —

 3,483

 Gain on sale of building and land

 —

 —

 ( 775)

 Income from operations

 722,157

 Loss on extinguishment of debt

 —

 —

 3,395

 1,078

 Income before taxes and equity method investments

 $

 88,591

 $

 166,697

 $

 439,339

 (1)
 All intercompany transactions are immaterial and have been eliminated.

 (2)
 Other segment expenses primarily include compensation and occupancy costs classified as selling, general and administrative expenses, and other general and administrative expenses.

 114 | FORM 10-K

 In fiscal 2024, fiscal 2023 and fiscal 2022, the Real Estate segment share of equity method investments loss, which is the measure of segment profitability reviewed by the CODM to evaluate performance internally for the Real Estate segment, was $ 11 million, $ 11 million and $ 2.1 million, respectively. The share of loss from equity method investments for the Waterworks segment was immaterial in all fiscal periods presented.
 Depreciation and amortization for our segments was as follows:

 2025

 2024

 2023

 RH Segment

 $

 124,156

 $

 113,695

 $

 103,221

 Waterworks

 6,035

 5,294

 5,367

 Real Estate (1)

 —

 —

 —

 Total depreciation and amortization

 $

 130,191

 $

 118,989

 $

 108,588

 (1)
 There is no expense for the Real Estate segment since all assets represent construction in progress.

 Balance sheet information for our segments consisted of the following:

 2025

 2024

 REAL ESTATE

 TOTAL

 REAL ESTATE

 TOTAL

 Goodwill (1)

 $

 140,943

 $

 —

 $

 —

 $

 140,943

 $

 141,033

 $

 —

 $

 —

 $

 141,033

 Tradenames, trademarks and other intangible assets (2)

 59,118

 —

 76,118

 58,927

 —

 75,927

 Equity method investments (3)

 —

 3,276

 123,633

 126,909

 —

 3,609

 125,059

 128,668

 Total assets

 4,228,829

 165,442

 160,418

 4,554,689

 3,798,572

 183,804

 161,521

 4,143,897

 (1)
 The Waterworks reporting unit goodwill of $ 51 million recognized upon acquisition in fiscal 2016 was fully impaired as of fiscal 2018.

 (2)
 The Waterworks reporting unit tradename is presented net of an impairment charge of $ 35 million recognized in prior fiscal years.

 (3)
 The Waterworks segment balance represents membership interests in two European entities, whereby we hold a 50 percent membership interest in one entity and an approximately 25 percent membership interest in the other, and we are not the primary beneficiary of these VIEs. Refer to Note 7—Variable Interest Entities related to the Real Estate segment equity method investments.

 We are domiciled in the United States and primarily operate our retail locations and outlets in the United States. As of February 1, 2025, we operated the following number of retail locations and outlets outside the United States:

 COUNT

 Canada

 United Kingdom

 Germany

 Belgium

 Spain

 Total (1)

 (1)
 Geographic revenues generated outside of the United States did not exceed 10% of total consolidated net revenues in any fiscal period presented.

 FORM 10-K | 115

 Long-lived assets by geographic location were as follows:

 2025

 2024

 North America

 $

 2,514,275

 $

 2,359,839

 All other countries

 365,678

 313,134

 Total long-lived assets

 $

 2,879,953

 $

 2,672,973

 116 | FORM 10-K

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 None.
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
 Our senior leadership team, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a 15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of February 1, 2025, the end of the period covered by this report our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our senior leadership team, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
 Management's Report on Internal Control over Financial Reporting
 Our senior leadership team is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a 15(f). Our senior leadership team conducted an assessment of our internal control over financial reporting as of February 1, 2025 based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on the assessment, our senior leadership team concluded that our internal control over financial reporting was effective as of February 1, 2025. The effectiveness of our internal control over financial reporting as of February 1, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
 Changes in Internal Control Over Financial Reporting
 There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter ended February 1, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control over Financial Reporting
 In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, our senior leadership team recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that our senior leadership team is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
 ITEM 9B. OTHER INFORMATION
 Rule 10b5-1
 During the three months ended February 1, 2025, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K, except as follows:
 On January 10, 2025, Jack Preston, Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 2,786 shares of RH's common stock beginning April 11, 2025. The arrangement's expiration date is December 31, 2025.

 FORM 10-K | 117

 On January 10, 2025, Stefan Duban, Chief Gallery & Customer Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 20,000 shares of RH's common stock beginning April 11, 2025. The arrangement's expiration date is March 31, 2026.
 On January 17, 2025, Hilary Krane, Director, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 6,538 shares of RH's common stock beginning April 18, 2025. The arrangement's expiration date is February 28, 2026.
 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 Not applicable.

 118 | FORM 10-K

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 The information required by this item will be contained in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders (the "Proxy Statement") and is incorporated herein by reference.
 ITEM 11. EXECUTIVE COMPENSATION
 The information required by this item will be contained in our Proxy Statement and is incorporated herein by reference.
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 The information required by this item will be contained in our Proxy Statement and is incorporated herein by reference.
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 The information required by this item will be contained in our Proxy Statement and is incorporated herein by reference.
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 The information required by this item will be contained in our Proxy Statement and is incorporated herein by reference.

 FORM 10-K | 119

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
 The following documents are filed as part of this Annual Report:

 1.
 Consolidated Financial Statements

 The following financial statements are included in Part II, Item 8 of this Annual Report:
 Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
 Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024
 Consolidated Statements of Income for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023
 Consolidated Statements of Comprehensive Income for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023
 Consolidated Statements of Stockholders' Equity (Deficit) for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023
 Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023
 Notes to the Consolidated Financial Statements

 2.
 Financial Statement Schedules

 Separate financial statement schedules have been omitted either because they are not applicable or because the required information is included in the consolidated financial statements or notes described in Item 15(a)(1) above.

 3.
 Exhibits

 The Exhibits listed in the Index to Exhibits, which appears immediately before the signature page and is incorporated herein by reference, are filed or incorporated by reference as part of this Annual Report.
 ITEM 16. FORM 10-K SUMMARY
 The Company has elected not to include summary information.

 120 | FORM 10-K

 INCORPORATED BY REFERENCE

 EXHIBIT DESCRIPTION

 FORM

 FILE NUMBER

 DATE OF
FIRST FILING

 FILED
 HEREWITH

 3.1

 Restated Certificate of Incorporation of RH.

 March 29, 2017

 3.1

 3.2

 Amended and Restated Bylaws of RH.

 March 18, 2024

 3.1

 4.1

 Description of Securities of Registrant.

 —

 —

 —

 —

 X

 4.2

 Form of RH Common Stock Certificate.

 March 29, 2017

 4.1

 4.3

 Indenture dated September 17, 2019, between RH and U.S. Bank National Association, as Trustee, including form of 0.00% Convertible Senior Note due 2024.

 September 18, 2019

 4.1

 10.1

 Form of Indemnification Agreement entered into by and between Restoration Hardware Holdings, Inc. and each of its directors.

 S-1/A

 333-176767

 October 23, 2012

 10.4

 10.2*

 Executive Employment Agreement, dated as of July 2, 2013, by and between Restoration Hardware, Inc. and Gary Friedman.

 July 3, 2013

 10.1

 10.3*

 2012 Equity Replacement Plan and related documents.

 S-8

 333-184716

 November 2, 2012

 4.2

 10.4*

 2012 Stock Incentive Plan and related documents.

 S-8

 333-184716

 November 2, 2012

 4.3

 10.5*

 2012 Stock Option Plan and related documents.

 S-8

 333-184716

 November 2, 2012

 4.4

 10.6*

 Form of 2012 Stock Incentive Plan and 2012 Stock Option Plan related documents, as amended and restated.

 December 17, 2013

 10.2

 10.7*

 Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement under 2012 Stock Incentive Plan.

 March 31, 2014

 10.17

 10.8*

 Notice of Stock Option Award and Stock Option Award Agreement by and between RH and Gary Friedman.

 May 3, 2017

 10.1

 10.9*

 Cash Incentive Bonus Plan.

 September 9, 2017

 10.2

 10.10*

 Form of Compensation Protection Agreement for Section 16 Presidents.

 March 29, 2018

 10.11

 10.11

 Amended and Restated Aircraft Time Sharing Agreement entered into on March 29, 2016 by and between Restoration Hardware, Inc. and Gary Friedman.

 March 30, 2016

 10.13

 10.12

 Credit Agreement, dated as of July 7, 2017, among Restoration Hardware, Inc., as lead borrower, various other subsidiaries of RH named therein as borrowers, the guarantors party thereto, the lenders party thereto and Wilmington Trust, National Association as administrative agent and collateral agent.

 July 13, 2017

 10.1

 FORM 10-K | 121

 INCORPORATED BY REFERENCE

 EXHIBIT DESCRIPTION

 FORM

 FILE NUMBER

 DATE OF
FIRST FILING

 FILED
 HEREWITH

 10.13

 Credit Agreement, dated as of April 9, 2019 and effective as of April 10, 2019, among Restoration Hardware, Inc., as lead borrower, various other subsidiaries of RH named therein as borrowers, the guarantors party thereto, the lenders party thereto and BSP Agency, LLC, as administrative agent and collateral agent.

 April 16, 2019

 10.1

 10.14

 Intercreditor Agreement, dated as of April 9, 2019 and effective as of April 10, 2019, among Restoration Hardware, Inc., Bank of America, N.A. and BSP Agency, LLC.

 April 16, 2019

 10.2

 10.15

 Twelfth Amended and Restated Credit Agreement, dated as of July 29, 2021, by and among Restoration Hardware, Inc., as lead borrower, various other subsidiaries of RH named therein as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent.

 July 30, 2021

 10.1

 10.16

 Term Loan Credit Agreement dated as of October 20, 2021, by and among Restoration Hardware, Inc. as the borrower, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent.

 October 25, 2021

 10.1

 10.17

 Notice of Stock Option Award and Stock Option Award Agreement by and between RH and Gary Friedman dated as of October 18, 2020.

 October 21, 2020

 10.1

 10.18

 Term Loan Credit Agreement dated as of October 20, 2021, as amended by the 2022 Incremental Amendment, dated as of May 13, 2022, by and among Restoration Hardware, Inc. as the borrower, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent.

 May 17, 2022

 10.2

 10.19*

 RH 2023 Stock Incentive Plan.

 —

 April 5, 2023

 10.1

 10.20*

 Form of Restricted Stock Unit Award Agreement under RH 2023 Stock Incentive Plan.

 S-8

 333-271419

 April 24, 2023

 4.5

 10.21*

 Form of Option Award Agreement under RH 2023 Stock Incentive Plan.

 S-8

 333-271419

 April 24, 2023

 4.6

 10.22*

 Form of Restricted Stock Award Agreement under RH 2023 Stock Incentive Plan.

 June 13, 2024

 10.1

 19.1**

 Insider Trading Policy & Guidelines for Material Non-Public Information.

 —

 —

 —

 —

 X

 21.1

 Subsidiary List

 —

 —

 —

 —

 X

 23.1

 Consent of PricewaterhouseCoopers LLP

 —

 —

 —

 —

 X

 24.1

 Power of Attorney (included on signature page)

 —

 —

 —

 —

 X

 122 | FORM 10-K

 INCORPORATED BY REFERENCE

 EXHIBIT DESCRIPTION

 FORM

 FILE NUMBER

 DATE OF
FIRST FILING

 FILED
 HEREWITH

 31.1

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

 —

 —

 —

 —

 X

 31.2

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

 —

 —

 —

 —

 X

 32.1

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 —

 —

 —

 —

 X

 32.2

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 —

 —

 —

 —

 X

 Policy for Recoupment of Incentive Compensation.

 —

 —

 —

 —

 X

 101.INS

 —

 —

 —

 —

 X

 101.SCH

 —

 —

 —

 —

 X

 101.CAL

 —

 —

 —

 —

 X

 101.DEF

 —

 —

 —

 —

 X

 101.LAB

 —

 —

 —

 —

 X

 101.PRE

 —

 —

 —

 —

 X

 —

 —

 —

 —

 X

 *

 Indicates management contract or compensatory plan or arrangement.

 ** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

 FORM 10-K | 123

 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 RH

 By:

 /s/ Gary Friedman

 Gary Friedman

 Chairman of the Board of Directors and Chief Executive Officer

 Date: April 2, 2025

 POWER OF ATTORNEY
 Know all persons by these presents, that each person whose signature appears below constitutes and appoints Gary Friedman and Jack Preston, and each of them, as such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or such person's substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on April 2 nd, 2025.

 /s/ Gary Friedman

 /s/ Jack Preston

 Gary Friedman

 Jack Preston

 Chairman of the Board of Directors and
Chief Executive Officer

 Chief Financial Officer
(Principal Financial Officer)

 (Principal Executive Officer)

 /s/ Christina Hargarten

 /s/ Carlos Alberini

 Christina Hargarten

 Carlos Alberini

 Chief Accounting Officer
 (Principal Accounting Officer)

 /s/ Keith Belling

 /s/ Eri Chaya

 Keith Belling

 Eri Chaya

 /s/ Mark Demilio

 /s/ Hilary Krane

 Mark Demilio

 Hilary Krane

 /s/ Katie Mitic

 /s/ Ali Rowghani

 Katie Mitic

 Ali Rowghani

 /s/ Leonard Schlesinger

 Leonard Schlesinger

 124 | FORM 10-K

 SIGNATURES