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What changed in Stitch Fix, Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Stitch Fix, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+334 added333 removedSource: 10-K (2025-09-25) vs 10-K (2024-09-25)

Top changes in Stitch Fix, Inc.'s 2025 10-K

334 paragraphs added · 333 removed · 256 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIf an audit reveals potential problems, we require that the vendor institute corrective action plans to bring the factory into compliance with our standards, or we may discontinue our relationship with the vendor. 6 Inventory Management and Fulfillment We operate three fulfillment centers in the United States (located in Arizona, Georgia, and Indiana).
Biggest changeWe have hired independent firms that conduct initial and ongoing audits of the working conditions at the factories producing our Owned Private Label Brands merchandise. If an audit reveals potential problems, we require that the vendor institute corrective action plans to bring the factory into compliance with our standards, or we may discontinue our relationship with the vendor.
Clients engage with us by (1) receiving a curated shipment of items informed by our algorithms and chosen by a Stitch Fix Stylist (a “Fix”); or (2) purchasing directly from our website or mobile app based on an individualized assortment of outfit and item recommendations (“Freestyle”). Clients choose to schedule regular shipments or order a Fix on demand.
Clients primarily engage with us by (1) receiving a curated shipment of items informed by our algorithms and chosen by a Stitch Fix Stylist (a “Fix”); or (2) purchasing directly from our website or mobile app based on an individualized assortment of outfit and item recommendations (“Freestyle”). Clients choose to schedule regular shipments or order a Fix on demand.
We make copies of these reports available free of charge through our investor relations website as soon as reasonably practicable after we file or furnish them with the SEC. The SEC maintains a website at www.sec.gov that contains 8 reports, proxy and information statements and other information regarding Stitch Fix and other issuers that file electronically with the SEC.
We make copies of these reports available free of charge through our investor relations website as soon as reasonably practicable after we file or furnish them with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding Stitch Fix and other issuers that file electronically with the SEC.
Our principal executive offices are located at 1 Montgomery Street, Suite 1500, San Francisco, California, 94104, and our telephone number is (415) 882-7765. Our website is located at www.stitchfix.com, and our investor relations website is located at https://investors.stitchfix.com. We file or furnish electronically with the U.S.
Our principal executive offices are located at 1 Montgomery Street, Suite 1500, San Francisco, California, 94104, and our telephone number is (415) 882-7765. Our website is located at www.stitchfix.com, and our investor relations website is located at investors.stitchfix.com. We file or furnish electronically with the U.S.
Women’s and Men’s clients will also receive a QR code to a digital Style Card that provides clients with personalized, shoppable outfit ideas built around items sent in their individual Fix, as well as previously purchased items. We charge clients a styling fee of $20 for each Fix, which is credited toward the merchandise purchased.
Women’s and Men’s clients will also receive a QR code to a digital Style Card that provides clients with personalized, shoppable outfit ideas built around items sent in their individual Fix, as well as previously purchased items. We charge clients a styling fee of $20 for each Fix, which is credited toward any merchandise purchased.
This is because: the vast majority of our client data is provided directly and explicitly by the client, rather than inferred, scraped, or obtained from other sources; our clients are motivated to provide us with relevant personal data, both at initial sign-up and over time as they use our service, because they trust it will improve their shopping experience; and our merchandise data tracks dimensions that enable us to predict purchase behavior and deliver a more personalized experience.
Our data set is particularly powerful as: the vast majority of our client data is provided directly and explicitly by the client, rather than inferred, scraped, or obtained from other sources; our clients are motivated to provide us with relevant personal data, both at initial sign-up and over time as they use our service, because they trust it will improve their shopping experience; and our merchandise data tracks dimensions that enable us to predict purchase behavior and deliver a more personalized experience.
Item 1. Business. Overview Stitch Fix is the leading online personal styling service that helps people discover the styles they will love that fit perfectly so they always look - and feel - their best. In 2011, Stitch Fix, Inc. (“we,” “our,” “us,” or “the Company”) introduced an innovative approach to shopping for clothing and accessories.
ITEM 1. BUSINESS. OVERVIEW Stitch Fix is the leading online personal styling service that helps people discover the styles they will love that fit perfectly so they always look - and feel - their best. In 2011, Stitch Fix, Inc. (“we,” “our,” “us,” “the Company,” or “Stitch Fix”) introduced an innovative approach to shopping for clothing and accessories.
We help our clients discover and define their style. We reduce their anxiety and stress when getting ready in the morning. And, we give them time back in their lives to invest in themselves. We do this through our unique business model that pairs expert Stylists with best-in-class artificial intelligence (“AI”) and recommendation algorithms.
We reduce their anxiety and stress when getting ready in the morning. And, we give them time back in their lives to invest in themselves. We do this through our unique business model that pairs expert Stylists with best-in-class artificial intelligence (“AI”) and recommendation algorithms.
For our Style Pass clients, we charge a $49 annual fee, which provides unlimited styling for the year and is credited toward the merchandise purchased over the course of the year. If clients choose to keep all items chosen for them by their Stylist, they receive a discount on the entire shipment.
For our Style Pass clients, we charge a $49 annual fee, which provides unlimited styling for the year and is credited toward any merchandise purchased over the course of the year. If clients choose to keep a certain number of items chosen for them by their Stylist, they receive a discount on the entire order.
Similarly, apparel, shoes, and accessories sold by us are also subject to import regulations in the United States and other countries concerning the use of wildlife products for commercial and non-commercial trade, including the U.S. Fish and Wildlife Service.
We are also subject to environmental laws, rules, and regulations. Apparel, shoes, and accessories sold by us are subject to import regulations in the United States and other countries concerning the use of wildlife products for commercial and non-commercial trade, including regulations from the U.S. Fish and Wildlife Service.
With Freestyle, a client can visit our website or mobile application and make direct purchases of apparel, shoes, and accessories from a set of curated items and outfits within a range of categories. Freestyle purchases can be exchanged or returned using a prepaid-postage label included in each shipment. No styling fee is charged for Freestyle purchases.
Freestyle With Freestyle, a client can visit our website or mobile application and make direct purchases of apparel, shoes, and accessories from a set of curated items and outfits within a range of categories. Freestyle purchases can be exchanged or returned using several prepaid shipping options. No styling fee is charged for Freestyle purchases.
Government Regulation As with all retailers and companies operating on the internet, we are subject to a variety of international and U.S. federal and state laws governing the processing of payments, consumer protection, the privacy of consumer information, and other laws regarding unfair and deceptive trade practices.
STITCH FIX, INC. | 2025 FORM 10-K | 5 Table of Contents GOVERNMENT REGULATION As with all retailers and companies operating on the internet, we are subject to a variety of international and U.S. federal and state laws governing the processing of payments, consumer protection, the privacy of consumer information, and other laws regarding unfair and deceptive trade practices.
Information contained on or accessible through our websites is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. 9
Information contained on or accessible through our websites is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. STITCH FIX, INC. | 2025 FORM 10-K | 6 Table of Contents
For every combination of client and merchandise, we compute the probability the clients will keep that item based on their and other clients’ preferences and purchase history as well as the attributes and past performance of the merchandise.
Our algorithms use our data set to match merchandise to each of our clients. For every combination of client and merchandise, we compute the probability the clients will keep that item based on their and other clients’ preferences and purchase history as well as the attributes and past performance of the merchandise.
We were inspired by the opportunity to create a client-first styling experience, offering an alternative to impersonal, time-consuming and inconvenient traditional shopping. For the past 13 years, our business has been grounded in our commitment to developing and fostering client relationships and making people happier and more confident in what they wear.
We were inspired by the opportunity to create a client-first styling experience, offering an alternative to impersonal, time-consuming and inconvenient traditional shopping. Since inception, our business has been grounded in our commitment to developing and fostering client relationships and making people happier and more confident in what they wear. We help our clients discover and define their style.
The information we store for each SKU includes: basic data, such as brand, size, color, pattern, silhouette, and material; item measurements, such as length, width, diameter of sleeve opening, and distance from collar to first button; nuanced descriptors, such as how appropriate the piece is for a client that prefers preppy clothing or whether it is appropriate for a formal event; and client feedback, such as how the item fits or how popular the piece is with a particular client segment. 5 Our algorithms use our data set to match merchandise to each of our clients.
The information we store for each SKU includes: basic data, such as brand, size, color, pattern, silhouette, and material; item measurements, such as length, width, diameter of sleeve opening, and distance from collar to first button; nuanced descriptors, such as how appropriate the piece is for a client that prefers preppy clothing or whether it is appropriate for a formal event; and STITCH FIX, INC. | 2025 FORM 10-K | 3 Table of Contents client feedback, such as how the item fits or how popular the piece is with a particular client segment.
In our fulfillment centers, our algorithms increase efficiencies in processes such as allocation, batch picking, transportation, shipping, returns, and ongoing process improvement. We have a reverse logistics operation to manage returned merchandise.
Inventory Management and Fulfillment We operate three fulfillment centers in the United States (located in Arizona, Georgia, and Indiana). In our fulfillment centers, our algorithms increase efficiencies in processes such as allocation, batch picking, transportation, shipping, returns, and ongoing process improvement. We have a reverse logistics operation to manage returned merchandise.
Apparel, shoes, and accessories sold by us are also subject to regulation by governmental agencies in the United States. These regulations relate principally to product labeling, licensing requirements, flammability testing, and product safety. We are also subject to environmental laws, rules, and regulations.
Apparel, shoes, and accessories sold by us are subject to regulation by governmental agencies in the United States. These regulations relate principally to product labeling, licensing requirements, flammability testing, and product safety. Apparel, shoes, and accessories that we import are also subject to U.S. customs laws and regulations, which include tariffs and other trade restrictions.
In fiscal year 2024, we shipped out our 100 millionth Fix, and, as of August 3, 2024, we had approximately 2,508,000 active clients. Refer to the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics” for information on how we define and calculate active clients.
We have delivered over 100 million Fixes, and, as of August 2, 2025, we had approximately 2,309,000 active clients. Refer to the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics” for information on how we define and calculate active clients.
Then, to demonstrate to our clients that we “get” their style, at the end of the sign-up process, we present them with their 4 StyleFile, a recently launched personalized snapshot that shares their individual style personality and the specific elements that contribute to it.
Then, to demonstrate to our clients that we “get” their style, at the end of the sign-up process, we present them with their StyleFile, a personalized snapshot that shares their individual style personality and the specific elements that contribute to it. Once clients have onboarded, they can engage with us by receiving a Fix or by purchasing directly through Freestyle.
Our Data Science and AI Advantage AI and data science are integrated across almost every facet of our business, and have been since day one. Of note, our data set is particularly powerful.
OUR DATA SCIENCE AND AI ADVANTAGE AI and data science are integrated across almost every facet of our business.
Once clients have onboarded, they can engage with us by receiving a Fix or by purchasing directly through Freestyle. A Fix is a Stitch Fix-branded box containing a curated assortment of apparel, shoes, and accessories informed by our algorithms and chosen by Stitch Fix Stylists then delivered to the client to try on in the comfort of their own home.
Fix A Fix is a Stitch Fix-branded box containing a curated assortment of apparel, shoes, and accessories informed by our algorithms and chosen by Stitch Fix Stylists then delivered to the client to try on in the comfort of their own STITCH FIX, INC. | 2025 FORM 10-K | 2 Table of Contents home.
We do not estimate any significant capital expenditures for environmental control matters either in the current fiscal year or in the near future. 7 Human Capital Headcount As of August 3, 2024, we had approximately 4,570 full-time and part-time employees, including 2,002 Stylists, 1,770 fulfillment center employees, 280 engineers and data scientists, 82 client support employees, 122 merchandising employees, and 317 general and administrative employees.
We do not estimate any significant capital expenditures for environmental control matters either in the current fiscal year or in the near future. HUMAN CAPITAL As of August 2, 2025, we had approximately 4,165 full-time and part-time employees, including 1,710 Stylists and 1,700 fulfillment center employees. None of our employees are represented by a labor union.
Seasonality Seasonality in our business does not follow that of traditional retailers, such as typical high concentration of revenue in the holiday quarter.
SEASONALITY Seasonality in our business does not follow that of traditional retailers, such as typical high concentration of revenue in the holiday quarter. Historically, our net sales have not been concentrated in a particular period or season, and are generally weighted consistently throughout the year.
All of our Owned Private Label Brand merchandise is produced according to our specifications, and we require that all of our vendors comply with applicable law and observe strict standards of conduct. We have hired independent firms that conduct initial and ongoing audits of the working conditions at the factories producing our Owned Private Label Brands.
STITCH FIX, INC. | 2025 FORM 10-K | 4 Table of Contents All of our Owned Private Label Brand merchandise is produced according to our specifications, and we require that all of our vendors comply with applicable law and observe strict standards of conduct.
We value our employees’ feedback and conduct confidential employee engagement and satisfaction surveys at least annually, which we use to determine what is important to our employees and to evolve Company practices and policies. Pay Equity Pay equity is at the center of our compensation philosophy and we reward employees based on their individual impact.
We have not experienced any work stoppages due to employee disputes, and we consider our relations with our employees to be good. We value our employees’ feedback and conduct confidential employee engagement and satisfaction surveys at least annually, which we use to determine what is important to our employees and to evolve Company practices and policies.
Historically, our net sales have not been concentrated in a particular period or season, with 27%, 25%, 24%, and 24% of our annual net sales being recognized during the first, second, third, and fourth quarters of the fiscal year ended August 3, 2024 , respectively.
Our percentage of annual net sales for the first, second, third, and fourth quarters of the fiscal year ended August 2, 2025, were 25%, 25%, 26%, and 24%, respectively.
Each Stitch Fix Community is led by employees who are supported by an Executive Sponsor, recognized for their leadership, and compensated for their time and with learning and development investments. Corporate and Available Information We were incorporated in Delaware in 2011 under the name rack habit inc. We changed our name to Stitch Fix, Inc. in October 2011.
Refer to Note 15, “Discontinued Operations” within the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report for further details. CORPORATE AND AVAILABLE INFORMATION We were incorporated in Delaware in 2011 under the name rack habit inc. We changed our name to Stitch Fix, Inc. in October 2011.
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As of such date, 82% of our employees, 33% of our management team, and 43% of our Board of Directors identified as women. Employee Relations None of our employees are represented by a labor union. We have not experienced any work stoppages due to employee disputes, and we consider our relations with our employees to be good.
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INFORMATION ABOUT SEGMENTS We currently operate only in the United States and have one reportable segment. Refer to Note 13, “Segment Reporting” within the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report for further details.
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By paying employees fairly and consistently based on the role they perform, their impact, location, and according to market data, we can ensure that employees are not paid based on factors like gender, race, or ethnicity.
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In fiscal 2019, we launched operations in the United Kingdom (“UK”), including local Stylists and a dedicated fulfillment center. In fiscal 2024, we ceased operations of our U.K. business and met the accounting requirements for reporting the UK business as a discontinued operation.
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We know these subjective factors can play a role in compensation, to the employee’s disadvantage or to their advantage, and so our compensation philosophy is rooted in pay equity as a guiding principle.
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From time to time, we use our investor relations website and the Stitch Fix Newsroom (newsroom.stitchfix.com) as a means of disclosing information about the Company, including information which could be deemed material to investors.
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We believe a fair and unbiased compensation structure is a critical component to drive a more inclusive culture within our own walls and beyond and ultimately helps us attract and retain the highest caliber talent. On an annual basis, we retain a third party to audit our pay data.
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While we have confidence in our approach and philosophy, we want to ensure that our compensation system withstands external review by applying appropriate and accepted methods and standards. The results have continued to show there is no statistically significant difference in pay across gender, race or any other protected classes at Stitch Fix.
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We will continue to analyze these numbers each year to ensure we maintain pay equity. We will continue to be vigilant and review areas like leveling and promotions in our organization to ensure that we are working to identify and mitigate any biases in these processes.
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Diversity, Equity, and Inclusion The goal of our diversity, equity, and inclusion strategy is to ensure that our people and business practices allow us to build our Company, products, and experiences that reflect the richness of the communities in which we operate.
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We know that a diverse employee base makes Stitch Fix better, our ideas stronger, and our experience more broadly resonate with the clients we serve today, and will serve in the future. We work towards equitable practices to mitigate bias across areas like hiring, employee performance, evaluation, and promotion, our employee experience, and our vendor and brand engagement.
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To ensure that our ongoing diversity, equity, and inclusion strategy is informed by and rooted in data, we review and analyze equity and representation data regularly. We do this to drive knowledge, precision, and transparency—not only for ourselves internally, but also to contribute to the dialogue and information sharing that is critical to chartering a path forward for the industry.
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We have also established employee resource groups, which we call Stitch Fix Communities. The goal of our Stitch Fix Communities is to create spaces that drive increased inclusion and belonging for individuals from underrepresented groups who have historically been marginalized in our broader society and to build on our mission of inspiring people to be their best, authentic selves.
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With Stitch Fix Communities, we invest in our employees’ learning and growth so that they are equipped to design and uphold equitable systems and processes, and we create opportunities for employees to share their perspectives with our leaders and connect with each other on a deeper level.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Relating to Our Business We may be unable to retain clients or maintain a high level of engagement with our clients and maintain or increase their spending with us, which could harm our business, financial condition, or operating results. Our growth depends on attracting new clients. We rely on paid marketing to help grow our business, but these efforts may not be successful or cost effective, and such expenses and the success of our efforts may vary from period to period. If we are unable to manage our inventory effectively, our operating results could be adversely affected. Operational constraints at out fulfillment centers or our failure to adequately and effectively staff our fulfillment centers could adversely affect our client experience and operating results. Shipping is a critical part of our business and any changes in our shipping arrangements or any interruptions in shipping could adversely affect our operating results. Our business, including our costs and supply chain, is subject to risks associated with the sourcing and pricing of merchandise and raw materials. We may not be able to return to revenue growth and we may not be profitable in the future. If we fail to effectively manage our transformation or other business strategies, our financial condition and operating results could be harmed. If we fail to attract and retain key personnel, effectively manage succession, or hire, develop, and motivate our employees, our business, financial condition, and operating results could be adversely affected. Our business depends on a strong brand and we may not be able to maintain our brand and reputation. If we fail to effectively manage our Stylists, our business, financial condition and operating results could be adversely affected. If we are unable to acquire new merchandise vendors or retain existing merchandise vendors, our operating results may be harmed. Our real estate leases subject us to various financial risks. We may incur significant losses from fraud. We are subject to payment-related risks.
Biggest changeRISKS RELATING TO OUR BUSINESS We have in the past been and may in the future be unable to retain clients or maintain a high level of engagement with our clients and maintain or increase their spending with us, which has and could continue to harm our business, financial condition, or operating results. Our growth depends on attracting new clients. Risks associated with the sourcing and pricing of merchandise and raw materials, including those related to tariffs and shifting trade policies, could adversely affect our business. We rely on paid marketing to help grow our business, but these efforts may not be successful or cost effective, and such expenses and the success of our efforts may vary from period to period. If we are unable to manage our inventory effectively, our operating results could be adversely affected. Operational constraints at our fulfillment centers or our failure to adequately and effectively staff our fulfillment centers could adversely affect our client experience and operating results. Shipping is a critical part of our business and any changes in our shipping arrangements or any interruptions in shipping could adversely affect our operating results. We may not be able to return to or maintain revenue growth and we may not be profitable in the future. If we fail to effectively manage our transformation or other business strategies, our financial condition and operating results could be harmed. If we fail to attract and retain key personnel, effectively manage succession, or hire, develop, and motivate our employees, our business, financial condition, and operating results could be adversely affected. Our business depends on a strong brand and we may not be able to maintain our brand and reputation. If we fail to effectively manage our Stylists, our business, financial condition, and operating results could be adversely affected. If we are unable to acquire new merchandise vendors or retain existing merchandise vendors, our operating results may be harmed. Our client metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may reduce the perceived usefulness and reliability of the metric and harm our stock price. We may incur significant losses from fraud. Our real estate leases subject us to various financial risks.
These hiring difficulties have caused capacity constraints in our fulfillment centers in the past and could in the future cause capacity constraints. Capacity constraints in our fulfillment centers could affect the amount and types of inventory we have available to offer to clients, which will affect our results of operations.
In the past, these hiring difficulties caused capacity constraints in our fulfillment centers and could in the future cause capacity constraints. Capacity constraints in our fulfillment centers could affect the amount and types of inventory we have available to offer to clients, which will affect our results of operations.
These provisions: establish a classified Board of Directors so that not all members of our Board of Directors are elected at one time; permit the Board of Directors to establish the number of directors and fill any vacancies and newly created directorships; provide that directors may only be removed for cause; require super-majority voting to amend some provisionsof our certificate of incorporation and bylaws; authorize the issuance of “blank check” preferred stock that our Board of Directors could use to implement a stockholder rights plan; eliminate the ability of our stockholders to call special meetings of stockholders; prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; provide that the Board of Directors is expressly authorized to make, alter, or repeal our bylaws; restrict the forum for certain litigation against us to Delaware; reflect the dual class structure of our common stock; and establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
These provisions: establish a classified Board of Directors so that not all members of our Board of Directors are elected at one time; permit the Board of Directors to establish the number of directors and fill any vacancies and newly created directorships; provide that directors may only be removed for cause; require super-majority voting to amend some provisions of our certificate of incorporation and bylaws; authorize the issuance of “blank check” preferred stock that our Board of Directors could use to implement a stockholder rights plan; eliminate the ability of our stockholders to call special meetings of stockholders; prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; provide that the Board of Directors is expressly authorized to make, alter, or repeal our bylaws; restrict the forum for certain litigation against us to Delaware; reflect the dual class structure of our common stock; and establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
Our revenue may continue to decline in future periods due to a number of factors, which may include our inability to attract and retain clients, general economic conditions, including a recession or decreased discretionary consumer spending, decreases in marketing spend, a decreased demand for our merchandise and service, increased competition, decreases in the growth rate of our overall market, or our failure to capitalize on growth opportunities.
Our revenue may decline in future periods due to a number of factors, which may include our inability to attract and retain clients, general economic conditions, including a recession or decreased discretionary consumer spending, decreases in marketing spend, a decreased demand for our merchandise and service, increased competition, decreases in the growth rate of our overall market, or our failure to capitalize on growth opportunities.
These efforts resulted in significantly less capacity in our fulfillment centers during the third quarter of fiscal year 2020, which resulted in delayed Fix shipments, a significant Fix backlog, delayed inventory and return processing, extended wait times for clients, and inventory management challenges. The COVID-19 pandemic and resulting economic disruption also led to significant volatility in the capital markets.
These efforts resulted in significantly less capacity in our fulfillment centers during the third quarter of fiscal 2020, which resulted in delayed Fix shipments, a significant Fix backlog, delayed inventory and return processing, extended wait times for clients, and inventory management challenges. The COVID-19 pandemic and resulting economic disruption also led to significant volatility in the capital markets.
In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated 26 with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.
In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.
Additionally, as we are operating our business with fewer employees, we face additional risk that we might not be able to execute on our strategic plans and product roadmap, which may have an adverse effect on our business, financial condition, and operating results. 16 We also face significant competition for personnel, particularly in our technology and product organizations.
Additionally, as we are operating our business with fewer employees, we face additional risk that we might not be able to execute on our strategic plans and product roadmap, which may have an adverse effect on our business, financial condition, and operating results. We also face significant competition for personnel, particularly in our technology and product organizations.
These regulations and laws may involve taxes, privacy and data security, consumer protection, the ability to collect or share necessary information that allows us to conduct business on the internet, marketing communications and advertising, content protection, electronic contracts, or gift cards. Furthermore, the regulatory landscape impacting internet and eCommerce businesses is constantly evolving.
These regulations and laws may involve taxes, privacy and data security, consumer protection, AI, the ability to collect or share necessary information that allows us to conduct business on the internet, marketing communications and advertising, content protection, electronic contracts, or gift cards. Furthermore, the regulatory landscape impacting internet and eCommerce businesses is constantly evolving.
As a result, fluctuations in our ultimate tax 23 obligations may differ materially from amounts recorded in our financial statements and could adversely affect our business, financial condition, and operating results in the periods for which such determination is made. Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
As a result, fluctuations in our ultimate tax obligations may differ materially from amounts recorded in our financial statements and could adversely affect our business, financial condition, and operating results in the periods for which such determination is made. Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our Class A common stock to decline. 28 Item 1B. Unresolved Staff Comments. None.
If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our Class A common stock to decline. ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
Others may independently develop the same or similar technologies and processes, or may improperly acquire and use information about our technologies and processes, which may allow them to provide a service similar to ours, which could harm our competitive position. 22 We may be accused of infringing intellectual property rights of third parties.
Others may independently develop the same or similar technologies and processes, or may improperly acquire and use information about our technologies and processes, which may allow them to provide a service similar to ours, which could harm our competitive position. We may be accused of infringing intellectual property rights of third parties.
There can be no assurance, however, that we or our vendors will not suffer a data compromise, that malicious actors will not gain access to personal information or other sensitive data, including payment card data or confidential business information, or that any such data compromise or unauthorized access will be discovered in a timely fashion.
There can be no assurance that we or our vendors will not suffer a data compromise, that malicious actors will not gain access to personal information or other sensitive data, including payment card data or confidential business information, or that any such data compromise or unauthorized access will be discovered in a timely fashion.
We have in the past experienced difficulty hiring employees in our fulfillment centers, which we attributed to COVID-19 concerns and to increased competition and rising wages for eCommerce fulfillment center workers. To address this, we increased wages in our fulfillment centers and implemented other policies in order to be more competitive in hiring employees.
We have experienced difficulty hiring and retaining employees in our fulfillment centers, which in the past we attributed to COVID-19 concerns and to increased competition and rising wages for eCommerce fulfillment center workers. To address this, we increased wages in our fulfillment centers and implemented other policies in order to be more competitive in hiring and retaining employees.
Any failure or interruption of our website, mobile application, internal business applications, or our technology infrastructure (including any such issues with our third-party vendors and service providers) could harm our ability to serve our clients, which would adversely affect our business and operating results.
Any failure or interruption of our website, mobile application, internal business applications, or our technology infrastructure (including any such issues with our third-party vendors and service providers) would harm our ability to serve our clients, which would adversely affect our business and operating results.
Risks Relating to Taxes Changes in U.S. tax or tariff policy regarding apparel produced in other countries could adversely affect our business. We could be required to collect additional sales taxes or be subject to other tax liabilities that may increase the costs our clients would have to pay for our offering and adversely affect our operating results. Federal income tax reform could have unforeseen effects on our financial condition and results of operations. We may be subject to additional tax liabilities, which could adversely affect our operating results. Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
RISKS RELATING TO TAXES Changes in U.S. tax or tariff policy regarding goods produced in other countries could adversely affect our business. We could be required to collect additional sales taxes or be subject to other tax liabilities that may increase the costs our clients would have to pay for our offering and adversely affect our operating results. Federal income tax reform could have unforeseen effects on our financial condition and results of operations. We may be subject to additional tax liabilities, which could adversely affect our operating results. Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
Although we maintain liability insurance, we 20 cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms or at all.
Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms or at all.
In the second quarter of our 2021 fiscal year, we experienced carrier and client shipping delays due to the COVID-19 pandemic and the increased strain on our shipping partners during the holiday season.
In the second quarter of fiscal 2021, we experienced carrier and client shipping delays due to the COVID-19 pandemic and the increased strain on our shipping partners during the holiday season.
These delays affected our ability to recognize revenue within the quarter, and we may in the future experience these delays and the resulting 14 impact to our financial results, including potentially during future holiday seasons.
These delays affected our ability to recognize revenue within the quarter, and we may in the future experience these delays and the resulting impact to our financial results, including potentially during future holiday seasons.
Compromise of our data security or the data security of third parties with whom we do business, failure to prevent or mitigate the loss of personal or business information, and delays in detecting or providing prompt notice of any such compromise or loss could disrupt our operations, damage our reputation, and subject us to litigation, government action, or other additional costs and liabilities that could adversely affect our business, financial condition, and operating results.
Compromise of our data security or the data security of third parties with whom we do business, failure to prevent or mitigate the loss of personal or business information, and delays in detecting or providing prompt notice of any such compromise or loss would likely disrupt our operations, damage our reputation, and subject us to litigation, government action, or other additional costs and liabilities that could adversely affect our business, financial condition, and operating results.
As a result, the holders of our Class B common stock, including certain of our directors, executive officers, and their affiliates, are able to exercise considerable influence over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or our assets, even if their stock holdings represent less than 50% of the outstanding shares of our capital stock.
As a result, the holders of our Class B common stock, including certain of our current and former directors, executive officers, and their affiliates, are able to exercise considerable influence over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or our assets, even if their stock holdings represent less than 50% of the outstanding shares of our capital stock.
Compromises of our data security or that of our third-party service providers could cause us to incur unexpected expenses and may materially harm our reputation and operating results.
Compromises of our data security or that of our third-party service providers could cause us to incur unexpected expenses and liability, and may materially harm our reputation and operating results.
Moreover, our expenses may increase, particularly if we develop and introduce new merchandise offerings, including the re-imagination of our client experience, need to hire and retain personnel, or increase investment in our marketing initiatives. We may not always pursue short-term profits but are often focused on long-term growth, which may impact our short-term financial results.
Moreover, our expenses may increase, particularly as we develop and introduce new merchandise offerings, including the re-imagination of our client experience, need to hire and retain personnel, or increase investment in our marketing initiatives. We may not always pursue short-term profits but are often focused on long-term growth, which may impact our short-term financial results.
We experienced reduced capacity in the third quarter of fiscal year 2020 as we temporarily closed three of our fulfillment centers and we implemented additional safety protocols.
We experienced reduced capacity in the third quarter of fiscal 2020 as we temporarily closed three of our fulfillment centers and we implemented additional safety protocols.
In fiscal year 2024, we closed two fulfillment centers. We believe our inventory is better optimized across a smaller network of warehouses and allows us to deliver a better client experience with access to a greater breadth inventory for a given Fix, while at the same time operating with lower, more cash efficient, inventory levels.
In fiscal 2024, we closed two fulfillment centers, as we believe our inventory is better optimized across a smaller network of warehouses and allows us to deliver a better client experience with access to a greater breadth inventory for a given Fix, while at the same time operating with lower, more cash efficient, inventory levels.
We may not be able to return to revenue growth and we may not be profitable in the future. Our past revenue growth and profitability should not be considered indicative of our future performance.
We may not be able to return to and maintain revenue growth and we may not be profitable in the future. Our past revenue growth and profitability should not be considered indicative of our future performance.
The costs of compliance with and other burdens imposed by privacy and data security laws and regulations may reduce the efficiency of our marketing, lead to negative publicity, make it more difficult or more costly to meet expectations of or commitments to clients, or lead to significant fines, penalties or liabilities for noncompliance, any of which could harm our business.
The costs of compliance with and other burdens imposed by privacy and data security laws and regulations can reduce the efficiency of our marketing, lead to negative publicity, make it more difficult or more costly to meet expectations of or commitments to clients, or lead to significant fines, penalties or liabilities for noncompliance, any of which could harm our business.
We believe our ability to compete depends on many factors within and beyond our control, including: effectively differentiating our service and value proposition from those of our competitors; attracting new clients and engaging with and retaining existing clients; our direct relationships with our clients and their willingness to share personal information with us; further developing our data science and AI capabilities; maintaining favorable brand recognition and effectively marketing our services to clients; delivering merchandise that each client perceives as personalized to them; the amount, diversity, and quality of brands and merchandise that we or our competitors offer; our ability to maintain and expand appealing Owned Private Label Brands and exclusive-to-Stitch Fix merchandise; the price at which we are able to offer our merchandise; 18 the speed and cost at which we can deliver merchandise to our clients and the ease with which they can use our services to return merchandise; and anticipating and quickly responding to changing apparel trends and consumer shopping preferences.
We believe our ability to compete depends on many factors within and beyond our control, including: effectively differentiating our service and value proposition from those of our competitors; attracting new clients and engaging with and retaining existing clients; our direct relationships with our clients and their willingness to share personal information with us; further developing our data science and artificial intelligence (“AI”) capabilities; maintaining favorable brand recognition and effectively marketing our services to clients; delivering merchandise that each client perceives as personalized to them; the amount, diversity, and quality of brands and merchandise that we or our competitors offer; our ability to maintain and expand appealing Owned Private Label Brands and exclusive-to-Stitch Fix merchandise; the price at which we are able to offer our merchandise; the speed and cost at which we can deliver merchandise to our clients and the ease with which they can use our services to return merchandise; and anticipating and quickly responding to changing apparel trends and consumer shopping preferences.
Risks Relating to our Industry, the Market, and the Economy We rely on consumer discretionary spending and may be adversely affected by economic downturns and other macroeconomic conditions or trends. Our business and operating results are subject to national and global economic conditions and their impact on consumer discretionary spending.
RISKS RELATING TO OUR INDUSTRY, THE MARKET, AND THE ECONOMY We rely on consumer discretionary spending and may be adversely affected by economic downturns, inflation, economic uncertainty, and other macroeconomic conditions or trends. Our business and operating results are subject to national and global economic conditions and their impact on consumer discretionary spending.
We have not always predicted demand and clients’ preferences with accuracy, which has negatively impacted revenue or resulted in significant write-offs when we have sub-optimal inventory assortment. For instance, in the fourth quarter of fiscal 2022, we experienced weaker consumer demand, which led to have higher inventory levels and increased inventory reserves that affected our financial results.
We have not always predicted demand and clients’ preferences with accuracy, which has negatively impacted revenue or resulted in significant write-offs when we have sub-optimal inventory assortment. For instance, in the fourth quarter of fiscal 2022, we experienced weaker consumer demand, which caused us to have higher inventory levels and increased inventory reserves that affected our financial results.
In addition, we cannot guarantee that merchandise we receive from vendors will be of sufficient quality or free from damage, or that such merchandise will not be damaged during shipping, while stored in one of our fulfillment centers, or when returned by customers.
In addition, we cannot guarantee that merchandise we receive from vendors will be of sufficient quality or free from damage, or that such merchandise will not be damaged during shipping, while stored in one of our fulfillment centers, or when returned by clients.
We, and third parties who work on our behalf, collect data via cookies that is used to track the behavior of visitors to our sites, to provide a more personal and interactive experience, and to increase the effectiveness of our marketing.
We, and third parties who work on our behalf, collect data via cookies that are used to track the behavior of visitors to our sites, to provide a more personal and interactive experience, and to increase the effectiveness of our marketing.
A number of other states, such as Virginia and Colorado, have also passed comprehensive privacy laws, and similar laws are being considered in several other states, as well as at the federal and local levels. These developments further complicate compliance efforts, and increase legal risk and compliance costs for us and the third parties upon whom we rely.
A number of other states have also passed comprehensive privacy laws, and similar laws are being considered in several other states, as well as at the federal and local levels. These developments further complicate compliance efforts, and increase legal risk and compliance costs for us and the third parties upon whom we rely.
We may incur significant losses from fraud. We have in the past incurred and may in the future incur losses from various types of fraud, including stolen credit card numbers, claims that a client did not authorize a purchase, merchant fraud, and clients who have closed bank accounts or have insufficient funds in open bank accounts to satisfy payments.
We have in the past incurred and may in the future incur losses from various types of fraud, including theft of merchandise, stolen credit card numbers, claims that a client did not authorize a purchase, merchant fraud, and clients who have closed bank accounts or have insufficient funds in open bank accounts to satisfy payments.
These factors may allow our competitors to derive greater revenue and profits from their existing customer bases; acquire customers at lower costs; or respond more quickly than we can to new or emerging technologies, changes in apparel trends and consumer shopping behavior, and changes in supply conditions.
These factors may allow our competitors to derive greater revenue and profits from their existing customer bases; acquire customers at lower costs; or respond more quickly than we can to new or emerging technologies such as AI, changes in apparel trends and consumer shopping behavior, and changes in supply conditions.
Further, any additional regulations that govern our business, including additional automatic renewal laws, may be costly to comply with or cause us to have to alter the way we run our business.
Furthermore, any additional regulations that govern our business, including additional automatic renewal laws, may be costly to comply with or cause us to have to alter the way we run our business.
Additionally, the impact of such weather events affecting one or more fulfillment centers may be exacerbated due to the fact that we have fewer fulfillment centers to continue operations during such a closure and therefore each individual fulfillment center will represent a larger portion of our overall business.
Additionally, the impact of such weather events affecting one or more fulfillment centers may be exacerbated due to the fact that we have fewer fulfillment centers to continue operations during such a closure and therefore each individual fulfillment center represents a larger portion of our overall business.
We seek to attract high-quality clients who will remain clients for the long term, but our efforts may not be successful or produce the results we anticipate. For example, if we are not able to engage new clients effectively so they continue receiving Fixes after their first few tries, our active client growth will continue to suffer.
We seek to attract high-quality clients who will remain clients for the long term, but our efforts may not be successful or produce the results we anticipate. For example, if we are not able to engage new clients effectively so they continue receiving Fixes after their first few tries, our number of active clients will continue to suffer.
In addition, we rely on a variety of third-party, cloud-based solution vendors for key elements of our technology infrastructure. These systems may be vulnerable to damage or interruption and we have experienced interruptions in the past.
In addition, we rely on a variety of third-party, cloud-based solution vendors for key elements of our technology infrastructure. These systems are vulnerable to damage or interruption and we have experienced interruptions in the past.
Privacy regulations restrict how we deploy our cookies and this could potentially (a) increase the number of internet users that choose to proactively disable cookies on their systems or (b) cause or business partners, service providers, or vendors to no longer maintain their cookie processes.
Privacy regulations restrict how we deploy our cookies and this has in the past, and could in the future, potentially (a) increase the number of internet users that choose to proactively disable cookies on their systems or (b) cause our business partners, service providers, or vendors to no longer maintain their cookie processes.
In addition, our ability to receive inbound inventory efficiently, ship merchandise to clients, and receive returned merchandise from clients may be negatively affected by inclement weather, fire, flood, power loss, earthquakes, public health crises, labor disputes, shortages, or strikes, acts of war or terrorism, periods of high e-commerce volume, such as holiday seasons, and similar factors.
In addition, our ability to receive inbound inventory efficiently, ship merchandise to clients, and receive returned merchandise from clients may be negatively affected by inclement weather, fire, flood, power loss, earthquakes, public health crises, labor disputes, shortages, or strikes, acts of war or terrorism, periods of high eCommerce volume, such as holiday seasons, port congestion, and similar factors.
Specifically, the Sarbanes-Oxley Act requires management to assess the effectiveness of our internal controls over financial reporting and to report any material weaknesses in such internal control. We have experienced material weaknesses and significant deficiencies in our internal controls previously. Management has concluded that our internal control over financial reporting was effective as of August 3, 2024.
Specifically, the Sarbanes-Oxley Act requires management to assess the effectiveness of our internal controls over financial reporting and to report any material weaknesses in such internal control. We have experienced material weaknesses and significant deficiencies in our internal controls previously. Management has concluded that our internal control over financial reporting was effective as of August 2, 2025.
The market price of our Class A common stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including: actual or anticipated decreases in our client base, the level of client engagement, client acquisition and retention, and revenue and other operating results; variations between our actual operating results and the expectations of securities analysts, investors, and the financial community; any forward-looking financial or operating information we may provide to the public or securities analysts, any changes in this information, or our failure to meet expectations based on this information; actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors; repurchases of our Class A common stock pursuant to our share repurchase program, which could also cause our stock price to be higher that it would be in the absence of such a program and could potentially reduce the market liquidity for our stock; whether investors or securities analysts view our stock structure unfavorably, particularly our dual-class structure and the significant voting control of our directors, executive officers, and their affiliates; additional shares of our Class A common stock being sold into the market by us or our existing stockholders, or the anticipation of such sales; announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; changes in operating performance and stock market valuations of companies in our industry, including our vendors and competitors; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; targeted efforts of social media or other groups to transact in and affect the price of Stitch Fix stock, such as the activity in early 2021 targeting GameStop Corp and others; lawsuits threatened or filed against us; developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies; and other events or factors, including those resulting from war or incidents of terrorism, public health crises such as the COVID-19 pandemic, adverse weather events and climate conditions, or responses to these events. 24 In addition, extreme price and volume fluctuations in the stock markets have affected and continue to affect many eCommerce and other technology companies’ stock prices.
The market price of our Class A common stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including: actual or anticipated decreases in our client base, the level of client engagement, client acquisition and retention, and revenue and other operating results; variations between our actual operating results and the expectations of securities analysts, investors, and the financial community; any forward-looking financial or operating information we may provide, including in connection with new offerings or business initiatives where such information is based on early or limited data, any changes in this information, or our failure to meet expectations based on this information; actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors; repurchases of our Class A common stock pursuant to our share repurchase program, which could also cause our stock price to be higher that it would be in the absence of such a program and could potentially reduce the market liquidity for our stock; whether investors or securities analysts view our stock structure unfavorably, particularly our dual-class structure and the significant voting control of our directors, executive officers, and their affiliates; additional shares of our Class A common stock being sold into the market by us or our existing stockholders, or the anticipation of such sales; announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; changes in operating performance and stock market valuations of companies in our industry, including our vendors and competitors; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; targeted efforts of social media or other groups to transact in and affect the price of Stitch Fix stock, such as the activity in early 2021 targeting GameStop Corp and others; lawsuits threatened or filed against us; developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies; and other events or factors, including those resulting from war or incidents of terrorism, public health crises such as the COVID-19 pandemic, adverse weather events and climate conditions, or responses to these events.
Additionally, if our reimagined client experience does not resonate with current or future clients, it could cause us to lose clients and may negatively impact our financial results.
Additionally, if our reimagined client experience, new offerings, or rebranding does not resonate with current or future clients, it could cause us to lose clients and may negatively impact our financial results.
The ability to use our net operating loss carryforwards depends on the availability of future taxable income. In addition, as of August 3, 2024, we had federal and California research and development tax credit carryforwards of $57.1 million and $24.1 million , respectively.
The ability to use our net operating loss carryforwards depends on the availability of future taxable income. In addition, as of August 2, 2025, we had federal and California research and development tax credit carryforwards of $57.3 million and $24.2 million, respectively.
The retail apparel industry is highly competitive. We compete with eCommerce companies that market the same or similar merchandise and services that we offer; local, national, and global retail stores; specialty retailers; discount chains; the online offerings of traditional retail competitors; and less traditional online retailers. Additionally, we experience competition for consumer discretionary spending from other product and experiential categories.
We compete with eCommerce companies that market the same or similar merchandise and services that we offer; local, national, and global retail stores; specialty retailers; discount chains; the online offerings of traditional retail competitors; and less traditional online retailers. Additionally, we experience competition for consumer discretionary spending from other product and experiential categories.
We may experience increased employee turnover as a result of the general market conditions and a competitive talent market within the U.S., as well as Company-specific factors, such as share price decline, business performance, and leadership changes.
We have experienced and may in the future experience increased employee turnover as a result of the general market conditions and a competitive talent market within the U.S., as well as Company-specific factors, such as share price decline, business performance, and leadership changes.
Any such action could be expensive to defend, damage our reputation, and adversely affect our business and operating results.
Any such action would be expensive to defend, damage our reputation, and adversely affect our business and operating results.
In the ordinary course of our business, we and our vendors and service providers collect, process, and store certain personal information and other data relating to individuals, such as our clients and employees, which may include personally identifiable information, including but not limited to, name, address, social security numbers, client payment card information, and client style preferences.
In the ordinary course of our business, we and our vendors and service providers collect, process, and store certain personal information and other data relating to individuals, such as our clients and employees, which may include proprietary, confidential, and sensitive data, including personally identifiable information, such as but not limited to, name, address, social security numbers, client payment card information, client physical attributes, photos, and client style preferences.
Our inability to attract and keep high-quality clients engaged, a continued decrease in our number of active clients, or a decrease in client spending could negatively affect our operating results. Our growth depends on attracting new clients. Our success depends on our ability to attract new clients in a cost-effective manner.
Our inability to attract and keep high-quality clients engaged, a continued decrease in our number of active clients, or a decrease in client spending has in the past negatively affected and could continue to negatively affect our operating results. Our growth depends on attracting new clients. Our success depends on our ability to attract new clients in a cost-effective manner.
Our failure to adequately prevent fraudulent transactions could damage our reputation, result in litigation or regulatory action, and lead to expenses that could substantially impact our operating results. 17 Our real estate leases subject us to various financial risks. We lease our Company headquarters in San Francisco, additional office space in Austin, Texas, and four fulfillment centers.
Our failure to adequately prevent fraudulent transactions could damage our reputation, result in litigation or regulatory action, and lead to expenses that could substantially impact our operating results. Our real estate leases subject us to various financial risks. We lease our Company headquarters in San Francisco and four fulfillment centers.
International trade disputes that result in tariffs and other protectionist measures could adversely affect our business, including disruption and cost increases in our established patterns for sourcing our merchandise and increased uncertainties in planning our sourcing strategies and forecasting our margins.
Tariffs and other protectionist trade measures could adversely affect our business, including disruption and cost increases in our established patterns for sourcing our merchandise and increased uncertainties in planning our sourcing strategies and forecasting our margins.
We have had senior employees leave Stitch Fix, including recently the roles of Chief Merchandising Officer and Chief Accounting Officer, and cannot necessarily anticipate when this will happen in the future and whether we will be able to promptly replace such employees.
We have had senior employees leave Stitch Fix, including the departure of our Chief Merchandising Officer and Chief Accounting Officer in 2024, and cannot necessarily anticipate when this will happen in the future and whether we will be able to promptly replace such employees.
Share repurchases could also increase the volatility of the trading price of our stock and could diminish our cash reserves. Future sales of shares by existing stockholders could cause our stock price to decline. The dual class structure of our common stock concentrates voting control with our directors, executive officers, and their affiliates, and may depress the trading price of our Class A common stock. We do not currently intend to pay dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation of the value of our Class A common stock. Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Class A common stock. Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
You may lose all or part of your investment. Future sales of shares by existing stockholders could cause our stock price to decline. The dual class structure of our common stock concentrates voting control with certain significant shareholders, including our current and former directors, executive officers, and their affiliates, and may depress the trading price of our Class A common stock. We do not currently intend to pay dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation of the value of our Class A common stock. Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Class A common stock. Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
If we are unable to sublease the space in our Company headquarters or other leased space on favorable terms, or at all, it will affect our cash flow and may affect our results of operations.
If we are unable to sub-lease additional space in our Company headquarters or other leased space on favorable terms, or at all, it will affect our cash flow and may affect our results of operations.
Lake served in that position until Matt Baer joined as Chief Executive Officer in June 2023. The recent frequent changes in our management team and senior leadership could cause retention and morale concerns among current employees, as well as operational risks. And if Mr.
Lake served in that position until Matt Baer joined as Chief Executive Officer in June 2023. Additional changes in our management team and senior leadership could cause retention and morale concerns among current employees, as well as operational risks.
The dual class structure of our common stock concentrates voting control with our directors, executive officers, and their affiliates, and may depress the trading price of our Class A common stock. Our Class B common stock has ten votes per share and our Class A common stock has one vote per share.
The dual class structure of our common stock concentrates voting control with certain significant shareholders, including our current and former directors, executive officers, and their affiliates, and may depress the trading price of our Class A common stock. Our Class B common stock has ten votes per share and our Class A common stock has one vote per share.
Risks Relating to Taxes Changes in U.S. tax or tariff policy regarding apparel produced in other countries could adversely affect our business. A predominant portion of the apparel we sell is originally manufactured in countries other than the United States.
RISKS RELATING TO TAXES Changes in U.S. tax or tariff policy regarding goods produced in other countries could adversely affect our business. A predominant portion of the goods we sell is originally manufactured in countries other than the United States, with the majority coming from China.
We currently source nearly all of the merchandise that we offer from third-party vendors, many of whom use manufacturers in the same geographic region, and as a result, we may be subject to price increases or fluctuations, inflationary pressures, tariffs, demand disruptions, increased shipping or freight costs, or shipping delays in connection with our merchandise.
We currently source nearly all of our merchandise from third-party vendors, many of whom use manufacturers in the same geographic region, with the majority of manufacturing in China. As a result, we are subject to price increases or fluctuations, inflationary pressures, tariffs, demand disruptions, increased shipping or freight costs, or shipping delays in connection with our merchandise.
Any capacity constraints due to hiring difficulties may be exacerbated due to the fact that we will have fewer fulfillment centers.
Any capacity constraints due to hiring difficulties may be exacerbated due to the fact that we have fewer fulfillment centers than we once did.
In addition to the general uncertainty and overall risk from potential changes in U.S. laws and policies, as we make business decisions in the face of such uncertainty, we may incorrectly anticipate the outcomes, miss out on business opportunities, or fail to effectively adapt our business strategies and manage the adjustments that are necessary in response to those changes.
In addition to the general uncertainty and overall risk from potential changes in U.S. laws and policies, as we make business decisions in the face of such uncertainty, we may incorrectly anticipate the outcomes, miss out on business opportunities, or fail to effectively STITCH FIX, INC. | 2025 FORM 10-K | 22 Table of Contents adapt our business strategies and manage the adjustments that are necessary in response to those changes.
If we fail to effectively manage our Stylists, our business, financial condition, and operating results could be adversely affected. As of August 3, 2024, approximately 2,002 of our employees were Stylists. In January 2024, we moved to a part-time only stylist model, and going forward, all of our Stylists will work on a part-time basis and be paid hourly.
If we fail to effectively manage our Stylists, our business, financial condition, and operating results could be adversely affected. As of August 2, 2025, approximately 1,710 of our employees were Stylists. In January 2024, we moved to a part-time only Stylist model, and all of our Stylists now work on a part-time basis and are paid hourly.
Risks Relating to Our Business We may be unable to retain clients or maintain a high level of engagement with our clients and maintain or increase their spending with us, which could harm our business, financial condition, or operating results.
RISKS RELATING TO OUR BUSINESS We have in the past been and may in the future be unable to retain clients or maintain a high level of engagement with our clients and maintain or increase their spending with us, which has and could continue to harm our business, financial condition, or operating results.
We accept payments online via credit and debit cards and online payment systems such as PayPal, which subjects us to certain regulations and fraud. We may in the future offer new payment options to clients that would be subject to additional regulations and risks.
We accept payments online via credit and debit cards and online payment systems such as PayPal, and certain “Buy Now Pay Later” services, such as Affirm, Klarna, and Afterpay, which subject us to certain regulations and fraud. We may in the future offer new payment options to clients that would be subject to additional regulations and risks.
Cybersecurity, Legal, and Regulatory Risks System interruptions that impair client access to our website or other performance failures in our technology infrastructure could damage our business. Compromises of our data security or that of our third-party service providers could cause us to incur unexpected expenses and may materially harm our reputation and operating results. Some of our software and systems contain open source software, which may pose particular risks to our proprietary applications. Adverse litigation judgments or settlements resulting from legal proceedings in which we are or may be involved could expose us to monetary damages or limit our ability to operate our business. 10 Any failure by us or our vendors to comply with product safety, labor, or other laws, or our standard vendor terms and conditions, or to provide safe factory conditions for our or their workers, may damage our reputation and brand, and harm our business. Our use of personal information, personal data, and sensitive information subjects us to privacy laws and other obligations (such as cybersecurity and data protection in contracts), and our compliance with or failure to comply with such obligations could harm our business. Unfavorable changes or failure by us to comply with evolving internet and eCommerce regulations could substantially harm our business and operating results. If the use of “cookie” tracking technologies is further restricted, regulated, or blocked, or if changes in technology cause cookies to become less reliable or acceptable as a means of tracking consumer behavior, the amount or accuracy of internet user information we collect would decrease, which could harm our business and operating results. If we cannot successfully protect our intellectual property, our business would suffer. We may be accused of infringing intellectual property rights of third parties.
STITCH FIX, INC. | 2025 FORM 10-K | 7 Table of Contents Some of our software and systems contain open source software, which may pose particular risks to our proprietary applications. Adverse litigation judgments or settlements resulting from legal proceedings in which we are or may be involved could expose us to monetary damages or limit our ability to operate our business. Any failure by us or our vendors to comply with product safety, labor, or other laws, or our standard vendor terms and conditions, or to provide safe factory conditions for our or their workers, may damage our reputation and brand, and harm our business. Our use of personal information, personal data, and sensitive information subjects us to numerous and evolving privacy and security laws and other obligations (such as cybersecurity and data protection in contracts), and our compliance with or failure to comply with such obligations could harm our business. Unfavorable changes or failure by us to comply with evolving internet and eCommerce regulations could substantially harm our business and operating results. If the use of “cookie” tracking technologies is further restricted, regulated, or blocked, or if changes in technology cause cookies to become less reliable or acceptable as a means of tracking consumer behavior, the amount or accuracy of internet user information we collect would decrease, which could harm our business and operating results. If we cannot successfully protect our intellectual property, our business would suffer.
For example, beginning in October 2018, we and certain of our directors and officers were sued in putative class action and derivative lawsuits alleging violations of the federal securities laws for allegedly making materially false and misleading statements.
In the past, stockholders have filed securities class action litigation following periods of market volatility. For example, beginning in October 2018, we and certain of our directors and officers were sued in putative class action and derivative lawsuits alleging violations of the federal securities laws for allegedly making materially false and misleading statements.
The techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not identified until they are launched against a target, and we and our vendors may be unable to anticipate these techniques or to implement adequate preventative measures.
These threats change frequently and generally are not identified until they are launched against a target, and we and our vendors may be unable to anticipate these techniques or to implement adequate preventative measures.
We may have to develop alternative systems to determine our clients’ behavior, customize their online experience, or efficiently market to them if clients block cookies or regulations introduce additional barriers to collecting cookie data. If we cannot successfully protect our intellectual property, our business would suffer.
We may have to develop alternative systems to determine our clients’ behavior, customize their online experience, or efficiently market to them if clients block cookies or regulations introduce additional barriers to collecting cookie data. STITCH FIX, INC. | 2025 FORM 10-K | 21 Table of Contents If we cannot successfully protect our intellectual property, our business would suffer.
Building our brand will depend largely on our ability to continue to provide our clients with an engaging and personalized client experience, including valued personal styling services, high-quality and appealing merchandise, and appropriate price points, which we may not do successfully.
Building our brand will depend largely on our ability to continue to provide our clients with an engaging and personalized client experience, including valued personal styling services, high-quality STITCH FIX, INC. | 2025 FORM 10-K | 14 Table of Contents and appealing merchandise, and appropriate price points, which we may not do successfully.
The terms of our leases are between 6 and 12.5 years. We currently sub-lease our office space in Austin, Texas and a fulfillment center in Salt Lake City, Utah, to multiple sub-tenants. We are also actively marketing portions of our San Francisco headquarters space and may decide to sub-lease additional portions of our other fulfillment centers.
The original terms of our leases are between 6 and 12.5 years. We currently sub-lease a fulfillment center in Salt Lake City, Utah, to multiple sub-tenants. We have entered into sub-leases for portions of our San Francisco headquarters space and may decide to sub-lease additional portions of our San Francisco headquarters and other fulfillment centers.
While we now collect, remit, and report sales tax in all states that impose a sales tax, it is still possible that one or more jurisdictions may assert that we have liability from previous periods for which we did not collect sales, use, or other similar taxes, and if such an assertion or assertions were successful it could result in substantial tax liabilities, including for past sales taxes and penalties and interest, which could materially adversely affect our business, financial condition, and operating results .
While we collect, remit, and report sales tax in all states that impose a sales tax, it is possible that one or more jurisdictions may assert that we are required to collect more taxes, and if such an assertion or assertions were successful it could result in substantial tax liabilities, including for past sales taxes and penalties and interest, which could materially adversely affect our business, financial condition, and operating results.
Our revenue decreased by 16.0% in fiscal 2024 compared to fiscal 2023, decreased by 21.1% in fiscal 2023 compared to fiscal 2022, and decreased by 2.2% in fiscal 2022 compared to fiscal 2021.
Our revenue decreased by 5.3% in fiscal 2025 compared to fiscal 2024, decreased by 16.0% in fiscal 2024 compared to fiscal 2023, and decreased by 21.1% in fiscal 2023 compared to fiscal 2022.
At any given time, our advertising efforts may include, social media marketing, keyword search campaigns, affiliate programs, partnerships, campaigns with celebrities and influencers, display advertising, television, radio, video, content, direct mail, email, mobile “push” communications, SMS, and search engine optimization.
At any given time, our marketing and advertising efforts may include, client referrals, social STITCH FIX, INC. | 2025 FORM 10-K | 10 Table of Contents media marketing, keyword search campaigns, affiliate programs, partnerships, campaigns with celebrities and influencers, display advertising, television, radio, video, content, direct mail, email, mobile “push” communications, SMS, and search engine optimization.
Additionally, as we continue to implement these changes and introduce future business strategies and initiatives, our operations, vendor base, fulfillment centers, information technology systems, or internal controls and procedures may not be adequate to support our changing operations.
STITCH FIX, INC. | 2025 FORM 10-K | 13 Table of Contents Additionally, as we continue to implement these changes and introduce future business strategies and initiatives, our operations, vendor base, fulfillment centers, information technology systems, or internal controls and procedures may not be adequate to support our changing operations.
While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions.
While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those STITCH FIX, INC. | 2025 FORM 10-K | 26 Table of Contents designated in the exclusive forum provisions.
And on August 26, 2022, a class action lawsuit alleging violations of federal securities laws was filed by certain of our stockholders naming as defendants us, certain of our officers and directors for allegedly making materially false and misleading statements regarding our Freestyle offering. We may be the target of additional litigation of this type in the future as well.
On August 26, 2022, a class action lawsuit alleging violations of federal securities laws was filed by certain of our stockholders naming as defendants us and certain of our officers and directors for allegedly making materially false and misleading statements regarding our Freestyle offering (the “Securities Class Action”).
If our revenue does not increase to offset increases in our operating expenses, we may not be profitable in future periods. 15 If we fail to effectively manage our transformation or other business strategies, our financial condition and operating results could be harmed.
If our revenue does not increase to offset increases in our operating expenses, we may not be profitable in future periods. If we fail to effectively manage our transformation or other business strategies, our financial condition and operating results could be harmed. We must continue to implement our operational plans and strategies, and improve our infrastructure of people and technology.
For instance, in fiscal year 2023, our number of active clients decreased throughout the year due to our inability to attract new clients and retain existing clients. This negatively affected our fiscal year 2024 revenue and is expected to continue to affect our revenue.
For instance, as of the end of fiscal 2023, fiscal 2024, and fiscal 2025, our number of active clients decreased compared to the prior year period due to our inability to attract new clients and retain existing clients. This negatively affected our revenue for these periods and is expected to continue to negatively affect our revenue.
Significant price increases or fluctuations, currency volatility or fluctuation, tariffs, shortages, increases in shipping or freight costs, or shipping delays of petroleum, cotton, linen, or other raw materials could significantly increase our cost of goods sold or affect our operating results. Additionally, we have limited visibility into delays and limited control over shipping.
Significant price increases or fluctuations, trade policies, including tariffs and trade restrictions, currency volatility or fluctuation, shortages, increases in shipping or freight costs, or shipping delays of petroleum, cotton, linen, or other raw materials could significantly increase our cost of goods sold or affect our operating results.
General Risk Factors Future securities sales and issuances could result in significant dilution to our stockholders and impair the market price of our Class A common stock. If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our reported financial information and this may lead to a decline in our stock price. We may not be able to generate sufficient capital to support and grow our business, and outside capital might not be available or may be available only by diluting existing stockholders. If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendations regarding our Class A common stock adversely, the trading price or trading volume of our Class A common stock could decline. 11 RISK FACTORS Investing in our Class A common stock involves a high degree of risk.
GENERAL RISK FACTORS Future securities sales and issuances could result in significant dilution to our stockholders and impair the market price of our Class A common stock. If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our reported financial information and this may lead to a decline in our stock price. We may not be able to generate sufficient capital to support and grow our business, and outside capital might not be available or may be available only by diluting existing stockholders.
Any failure or perceived failure by us or any third parties with which we do business to comply with these laws, rules, and regulations, or with other obligations to which we may be or become subject, may result in actions against us by governmental entities, private claims and litigation, fines, penalties, or other liabilities.
Any significant failure or perceived failure by us or any third parties with which we do business to comply with these laws, rules, and STITCH FIX, INC. | 2025 FORM 10-K | 20 Table of Contents regulations, or with other obligations to which we may be or become subject, would likely result in actions against us by governmental entities, private claims and litigation, fines, penalties, or other liabilities.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeStitch Fix views its cybersecurity strategy through a multi-pronged lens encompassing prevention, detection, and response to ensure holistic coverage of the program and our environments. Prevention Our cybersecurity program starts with prevention, which includes risk assessment and identification. We utilize that information to design an effective layer of controls as a baseline.
Biggest changeStitch Fix views its cybersecurity strategy through a multi-pronged lens encompassing prevention, detection, and response to ensure holistic coverage of our Information Systems and Data, along with the environments in which they operate. STITCH FIX, INC. | 2025 FORM 10-K | 28 Table of Contents Prevention Our cybersecurity program starts with prevention, which includes risk assessment and identification.
These initiatives aim to educate our workforce about potential threats, best practices for data protection, and the importance of maintaining security measures. We train our employees through annual security training, phishing simulations, and regular communications about cybersecurity topics and threats. Detection Our cybersecurity program includes tools and processes designed to detect unusual network activity, anomalous cybersecurity events, and breaches.
These initiatives are designed to educate our workforce about potential threats, best practices for data protection, and the importance of maintaining security measures. We train our employees through annual security training, phishing simulations, and communications about cybersecurity topics and threats. Detection Our cybersecurity program includes tools and processes designed to detect unusual network activity, anomalous cybersecurity events, and breaches.
Our cybersecurity program also includes a dedicated function for third party risk management, in which we oversee the identification and mitigation of risk associated with outsourcing to third party vendors and service providers, particularly focused on vendors who process sensitive information. In addition to our risk assessment processes, we prioritize cybersecurity awareness and training programs for our employees.
Our cybersecurity program also includes third-party risk management, in which we oversee the identification and mitigation of risk associated with outsourcing to third-party vendors and service providers, particularly focused on vendors who process sensitive information. In addition to our risk assessment processes, we prioritize cybersecurity awareness and training programs for our employees.
Governance Our Chief Information Security Officer (“CISO”) oversees the Company’s cybersecurity program. Our CISO, who reports to our Chief Technology Officer (“CTO”), has over 20 years of experience in information technology, risk, and cybersecurity leadership, and has previously held both CISO and CTO roles.
GOVERNANCE Our Chief Information Security Officer (“CISO”) oversees the Company’s cybersecurity program. Our CISO, who reports to our Chief Product and Technology Officer (“CPTO”), has over 20 years of experience in information technology, risk, and cybersecurity leadership, and has previously held both CISO and Chief Technology Officer roles.
Although we have not experienced a material cybersecurity breach, we cannot guarantee that we will not experience a cyber threat or incident in the future. For more information regarding the cybersecurity risks we face, see Item 1A. Risk Factors in this Annual Report.
Although we have not experienced a material cybersecurity breach, we cannot guarantee that we will not experience a material cyber threat or incident in the future. For more information regarding the cybersecurity risks we face, see Item 1A. Risk Factors in this Annual Report. STITCH FIX, INC. | 2025 FORM 10-K | 29 Table of Contents
The Audit Committee of our Board of Directors provides oversight for our cybersecurity program and our enterprise risk management process, which evaluates enterprise level risks and strategies, including our cybersecurity risk. The Audit Committee receives updates from management on the effectiveness of our cybersecurity program.
The Audit Committee also evaluates enterprise level risks and strategies, including our cybersecurity risk. The Audit Committee receives updates from management on the effectiveness of our cybersecurity program.
We regularly conduct assessments to identify and evaluate potential cybersecurity risks. This process involves analyzing our systems, networks, and data infrastructure to identify vulnerabilities and potential threats.
We utilize that information to design a layer of controls as a baseline. We conduct assessments to identify and evaluate potential cybersecurity risks. This process involves analyzing our Information Systems and Data to identify vulnerabilities and potential threats.
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Our risk management strategy and governance framework is designed to identify, assess and manage material risks from cybersecurity threats to our systems, networks, and data infrastructure, including intellectual property, customer data, and data that is proprietary, strategic or competitive in nature (“Information Systems and Data”).
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We use third-party service providers to assist us from time to time to identify, assess, and manage risks from cybersecurity threats, which may include professional services firms (such as legal counsel), threat intelligence service providers, cybersecurity consultants, cybersecurity software providers, penetration testing firms, dark web monitoring services, and forensic investigators.
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Our CISO chairs the Company’s Cybersecurity Governance Committee, comprised of executive leaders across Legal, Finance, and Corporate Communications, that has oversight responsibilities regarding the Company’s information security functions, including infrastructure, governance, privacy, and compliance.
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Our CISO is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, and communicating key priorities to relevant personnel. The Information Security Team conducts exercises to prepare for cybersecurity incidents, approves cybersecurity processes, and reviews security assessments and other security-related reports.
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Our cybersecurity incident response processes include the escalation of information about certain cybersecurity incidents, depending on the circumstances, to our CISO, members of management, and the Audit Committee of the Board of Directors. The Audit Committee provides oversight for our cybersecurity program and our enterprise risk management process.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also currently lease and operate three fulfillment centers in the United States. We currently utilize a total of approximately 2,114,000 square feet, at which we receive merchandise from vendors, ship products to clients, and receive and process returns from clients. These facilities are located in Arizona, Indiana, and Georgia.
Biggest changeWe currently utilize a total of approximately 2,514,000 square feet, at which we receive merchandise from vendors, ship products to clients, and receive and process returns from clients. These facilities are located in Arizona, Indiana, and Georgia. In addition, we currently sublease to subtenants approximately 1,012,000 square feet of space at our former Salt Lake City, Utah fulfillment center.
Item 2. Properties. Our principal physical properties are located in the United States. Our corporate headquarters are located in San Francisco, California, and comprise approximately 134,000 square feet of space. Given our more distributed workforce, and our recent reduction in headcount, we are actively marketing approximately 96,000 square feet of this space for sublease.
ITEM 2. PROPERTIES. Our principal physical properties are located in the United States. In San Francisco, California, we lease approximately 134,000 square feet of space, of which approximately 38,000 square feet is utilized for our corporate headquarters.
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We currently sublease approximately 1,012,000 square feet space at our former Salt Lake City, Utah fulfillment center. We believe our facilities are sufficient for our current needs. 29
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Furthermore, given our more distributed workforce and our reduction in headcount as part of our restructuring, we currently sublease approximately 38,000 square feet of our San Francisco space and are actively marketing the remaining 58,000 square feet for sublease. We also currently lease and operate three fulfillment centers in the United States.
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We believe our facilities are sufficient for our current needs.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. The information contained in Note 8, “Commitments and Contingencies” under the heading “Contingencies” in the Notes to the Consolidated Financial Statements included within Item 8. Financial Statements and Supplementary Data to this Annual Report on Form 10-K is incorporated herein by reference. Item 4. Mine Safety Disclosures. Not applicable. 30 PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS. The information contained in Note 8, “Commitments and Contingencies” under the heading “Contingencies” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K is incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A common stock. 31 The information under “Cumulative Stock Performance Graph” is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act, and is not to be incorporated by reference in any filing of Stitch Fix under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report and irrespective of any general incorporation language in those filings.
Biggest changeSTITCH FIX, INC. | 2025 FORM 10-K | 31 Table of Contents The information under “Cumulative Stock Performance Graph” is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act, and is not to be incorporated by reference in any filing of Stitch Fix under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report and irrespective of any general incorporation language in those filings.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index on August 3, 2019, and its relative performance is tracked through August 3, 2024.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index on July 31, 2020, and its relative performance is tracked through August 2, 2025.
During fiscal 2024, we did not repurchase any shares of our common stock and we had $120.0 million remaining in share repurchase capacity as of August 3, 2024. Item 6. [Reserved] Not applicable. 32
During fiscal 2025, we did not repurchase any shares of our common stock and we had $120.0 million remaining in share repurchase capacity as of August 2, 2025.
Holders of Record As of the close of business on September 18, 2024, there were 36 stockholders of record of our Class A common stock and 14 stockholders of record of our Class B common stock.
HOLDERS OF RECORD As of the close of business on September 19, 2025, there were 37 stockholders of record of our Class A common stock and 10 stockholders of record of our Class B common stock.
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The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations Comparison of the Fiscal Years Ended August 3, 2024, July 29, 2023, and July 30, 2022 The following table summarizes our financial results from continuing operations: For the Fiscal Year Ended 2024 vs. 2023 2023 vs. 2022 (in thousands) August 3, 2024 July 29, 2023 July 30, 2022 % Change % Change Revenue, net $ 1,337,468 $ 1,592,521 $ 2,017,804 (16.0) % (21.1) % Cost of goods sold 745,430 916,908 1,131,132 (18.7) % (18.9) % Gross profit 592,038 675,613 886,672 (12.4) % (23.8) % Selling, general, and administrative expenses 725,465 830,894 1,071,142 (12.7) % (22.4) % Operating loss (133,427) (155,281) (184,470) (14.1) % (15.8) % Interest income 11,250 5,841 924 92.6 % * Other income (expense), net 1,631 (25) (394) * (93.7) % Loss before income taxes (120,546) (149,465) (183,940) (19.3) % (18.7) % Provision (benefit) for income taxes (1,661) $ 871 $ (2,335) * * Net loss from continuing operations $ (118,885) $ (150,336) $ (181,605) (20.9) % (17.2) % * Not meaningful The components of our results from continuing operations as a percentage of net revenue were as follows: For the Fiscal Year Ended August 3, 2024 July 29, 2023 July 30, 2022 Revenue, net 100.0 % 100.0 % 100.0 % Cost of goods sold 55.7 % 57.6 % 56.1 % Gross margin 44.3 % 42.4 % 43.9 % Selling, general, and administrative expenses 54.2 % 52.2 % 53.1 % Operating loss (10.0) % (9.8) % (9.1) % Interest income 0.8 % 0.4 % % Other income (expense), net 0.1 % % % Loss before income taxes (9.0) % (9.4) % (9.1) % Provision (benefit) for income taxes (0.1) % 0.1 % (0.1) % Net loss from continuing operations (8.9) % (9.4) % (9.0) % Note: Due to rounding, percentages in this table may not sum to totals.
Biggest changeSTITCH FIX, INC. | 2025 FORM 10-K | 37 Table of Contents RESULTS OF OPERATIONS The following table summarizes our financial results from continuing operations: For the Fiscal Year Ended % (in thousands) August 2, 2025 August 3, 2024 Change Revenue, net $ 1,267,171 $ 1,337,468 (5.3) % Cost of goods sold 704,232 745,430 (5.5) % Gross profit 562,939 592,038 (4.9) % Selling, general, and administrative expenses 601,844 725,465 (17.0) % Operating loss (38,905) (133,427) (70.8) % Interest income 10,709 11,250 (4.8) % Other income (expense), net 173 1,631 (89.4) % Loss before income taxes (28,023) (120,546) (76.8) % Provision for income taxes 821 (1,661) (149.4) % Net loss from continuing operations $ (28,844) $ (118,885) (75.7) % The components of our results from continuing operations as a percentage of revenue were as follows: For the Fiscal Year Ended August 2, 2025 August 3, 2024 Revenue, net 100.0 % 100.0 % Cost of goods sold 55.6 % 55.7 % Gross margin 44.4 % 44.3 % Selling, general, and administrative expenses 47.5 % 54.2 % Operating loss (3.1) % (10.0) % Interest income 0.8 % 0.8 % Other income (expense), net % 0.1 % Loss before income taxes (2.2) % (9.0) % Provision for income taxes 0.1 % (0.1) % Net loss from continuing operations (2.3) % (8.9) % Note: Due to rounding, percentages in this table may not sum to totals.
Interest Income Interest income is generated from our cash equivalents and investments in available-for-sale securities.
INTEREST INCOME Interest income is generated from our cash, cash equivalents, and investments in available-for-sale securities.
Some of these limitations include: Adjusted EBITDA excludes interest income and net other (income) expense as these items are not components of our core business; Adjusted EBITDA does not reflect our provision (benefit) for income taxes, which may increase or decrease cash available to us; Adjusted EBITDA excludes the recurring, non-cash expenses of depreciation and amortization of property and equipment and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future; Adjusted EBITDA excludes the non-cash expense of stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business; Adjusted EBITDA excludes costs incurred related to discrete restructuring plans and other one-time costs attributable to our continuing operations that are fundamentally different in strategic nature and frequency from ongoing initiatives.
Some of these limitations include: Adjusted EBITDA excludes interest income and other (income) expense, net as these items are not components of our core business; Adjusted EBITDA does not reflect our provision for income taxes, which may increase or decrease cash available to us; Adjusted EBITDA excludes the recurring, non-cash expenses of depreciation and amortization of property and equipment and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future; Adjusted EBITDA excludes the non-cash expense of stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business; Adjusted EBITDA excludes costs incurred related to discrete restructuring plans and other one-time costs attributable to our continuing operations that are fundamentally different in strategic nature and frequency from ongoing initiatives.
Cash Used in Financing Activities from Continuing Operations During fiscal 2024 , cash used in financing activities was $15.5 million, which was primarily due to payments for tax withholding related to vesting of restricted stock units of $16.1 million, partially offset by proceeds from the exercise of stock options of $1.0 million.
During the fiscal 2024, cash used in financing activities from continuing operations was $15.5 million, primarily due to payments for tax withholding related to vesting of restricted stock units of $16.1 million, partially offset by proceeds from the exercise of stock options of $1.0 million.
SG&A also includes marketing and advertising costs, third-party logistics costs, facility costs for our fulfillment centers and offices, professional service fees, information technology costs, and depreciation and amortization expense.
SG&A also includes marketing and advertising costs, third-party logistics costs, facility costs for our fulfillment centers and office, professional service fees, information technology costs, and depreciation and amortization expense.
The decline in active clients is due to dormant clients outpacing new client additions during the year, which we largely attribute to client conversion and retention challenges. Net Revenue per Active Client We believe that net revenue per active client is an indicator of client engagement and satisfaction.
The decrease in active clients is due to dormant clients outpacing client additions during the year, which we largely attribute to client conversion and retention challenges. Net Revenue per Active Client We believe that net revenue per active client is an indicator of client engagement and satisfaction.
Stock-Based Compensation We grant stock options and restricted stock units (“RSUs”) to our employees and members of our Board of Directors, and recognize stock-based compensation expense based on the fair value of such awards at grant date. We estimate the fair value of stock options using the Black-Scholes option-pricing model.
STOCK-BASED COMPENSATION We grant stock options to our employees and members of our Board of Directors, and recognize stock-based compensation expense based on the fair value of such awards at grant date. We estimate the fair value of stock options using the Black-Scholes option-pricing model.
This model requires us to use certain estimates and assumptions such as: Expected volatility of our common stock—based on an even blend of historical and implied volatility of our common stock; Expected term of our stock options—the period that our stock options are expected to be outstanding based on historical averages. Expected dividend yield—as we have not paid and do not anticipate paying dividends on our common stock, our expected dividend yield is 0%; and Risk-free interest rates—based on the U.S.
The Black-Scholes option-pricing model requires us to use certain estimates and assumptions such as: Expected volatility of our common stock—based on an even blend of historical and implied volatility of our common stock; Expected term of our stock options—the period that our stock options are expected to be outstanding based on historical averages. Expected dividend yield—as we have not paid and do not anticipate paying dividends on our common stock, our expected dividend yield is 0%; and Risk-free interest rates—based on the U.S.
Provision (Benefit) for Income Taxes Our provision (benefit) for income taxes consists of an estimate of federal and state income taxes based on enacted federal and state tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, and changes in the valuation of our net federal and state deferred tax assets.
PROVISION FOR INCOME TAXES Our provision for income taxes from continuing operations consists of an estimate of federal and state income taxes based on enacted federal and state tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, and changes in the valuation of our net federal and state deferred tax assets.
The repurchase program may be modified, suspended, or terminated at any time. The Company made no repurchases of Class A common stock in fiscal 2024 or fiscal 2023 . As of August 3, 2024, the Company had repurchased 2,302,141 shares of Class A common stock for $30.0 million, and $120.0 million remained available under the 2022 Repurchase Program authorization.
The repurchase program may be modified, suspended, or terminated at any time. During fiscal 2025 and fiscal 2024, the Company made no repurchases of Class A common stock. As of August 2, 2025, the Company had repurchased an aggregate 2,302,141 shares of Class A common stock for $30.0 million, and $120.0 million remained available under the 2022 Repurchase Program authorization.
Treasury zero coupon notes in effect at the grant date with maturities equal to the expected terms of the options granted. We record stock-based compensation expense net of estimated forfeitures so that expense is recorded for only the stock options and RSUs that we expect to vest.
Treasury zero coupon notes in effect at the grant date with maturities equal to the expected terms of the options granted. We record stock-based compensation expense net of estimated forfeitures so that expense is recorded for only the stock options that we expect to vest. We estimate forfeitures based on our historical forfeiture of stock options.
Clients engage with us by (1) receiving a curated shipment of items informed by our algorithms and chosen by a Stitch Fix Stylist (a “Fix”); or (2) purchasing directly from our website or mobile app based on an individualized assortment of outfit and item recommendations (“Freestyle”). Clients choose to schedule regular shipments or order a Fix on demand.
Clients primarily engage with us by (1) receiving a curated shipment of items informed by our algorithms and chosen by a Stitch Fix Stylist (a “Fix”); or (2) purchasing directly from our website or mobile app based on an individualized assortment of outfit and item recommendations (“Freestyle”).
During fiscal 2023 , cash used in financing activities from continuing operations was $15.1 million, which was primarily due to payments for tax withholding related to vesting of restricted stock units of $15.1 million.
CASH USED IN FINANCING ACTIVITIES FROM CONTINUING OPERATIONS During fiscal 2025, cash used in financing activities from continuing operations was $15.0 million primarily due to payments for tax withholding related to vesting of restricted stock units of $16.0 million.
Recent Accounting Pronouncements For recent accounting pronouncements, refer to Note 2, “Significant Accounting Policies” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
STITCH FIX, INC. | 2025 FORM 10-K | 41 Table of Contents RECENT ACCOUNTING PRONOUNCEMENTS For recent accounting pronouncements, refer to Note 2, “Significant Accounting Policies” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
We use a 52- or 53-week fiscal year, with our fiscal year ending on the Saturday that is closest to July 31 of that year. The fiscal year ending August 3, 2024 (“fiscal 2024”) consists of 53 weeks, and the fiscal years ended, July 29, 2023 (“fiscal 2023”), and July 30, 2022 (“fiscal 2022”) consisted of 52 weeks.
We use a 52- or 53-week fiscal year, with our fiscal year ending on the Saturday that is closest to July 31 of that year. The fiscal year ending August 2, 2025 (“fiscal 2025”) and July 29, 2023 (“fiscal 2023”) consisted of 52 weeks, and the fiscal year ended August 3, 2024 (“fiscal 2024”) consisted of 53 weeks.
As a result of our restructuring and cost reduction actions throughout fiscal years 2024, 2023 , and 2022, we expect SG&A in fiscal 2025 to decrease as compared to fiscal 2024 . Our classification of certain components within SG&A may vary from other companies in our industry and may not be comparable.
As a result of our restructuring and cost reduction actions from fiscal 2022 through fiscal 2025, we expect SG&A as a percentage of revenue in fiscal 2026 to continue to decrease as compared to fiscal 2025. Our classification of certain components within SG&A may vary from other companies in our industry and may not be comparable.
Marketing expense is recorded in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive loss. The largest component of our marketing expense is advertising, which was $111.4 million in fiscal 2024, compared to $111.6 million in fiscal 2023.
Marketing expense is recorded in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive loss. The largest component of our marketing expense is advertising, which was $117.3 million and $111.4 million for fiscal 2025 and fiscal 2024.
For information on the terms of the 2023 Credit Facility, refer to Note 7, “Credit Agreement” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
For information on the terms of the 2023 Credit Facility, refer to Note 7, “Credit Facility” within the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
We remain focused on retaining current clients, improving the conversion of new clients, and enhancing our overall client experience for new and existing clients. Net loss from continuing operations for fiscal 2024 was $118.9 million, compared to a net loss from continuing operations of $150.3 million for fiscal 2023 .
We remain focused on retaining current clients, attracting new clients, improving the conversion of new visitors to our site and app, and enhancing our overall client experience for new and existing clients. Net loss from continuing operations for fiscal 2025 was $28.8 million, compared to a net loss from continuing operations of $118.9 million for fiscal 2024.
Refer to Note 14, “Discontinued Operations” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report for further details. Financial Overview For fiscal 2024, we reported $1.3 billion of net revenue representing a year-over-year decline of 16.0% as compared to fiscal 2023.
Refer to Note 15, “Discontinued Operations” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further details. FINANCIAL OVERVIEW For fiscal 2025, we reported $1.3 billion in revenue, net, representing a year-over-year decrease of 5.3%, compared to fiscal 2024.
Moreover, our inventory investments will fluctuate with the needs of our business. 36 Client Acquisition and Engagement To grow our business, we must continue to acquire clients and successfully engage and retain them. Our marketing strategy aims to preserve liquidity and achieve profitability, while simultaneously attracting long-term customers to fuel a return to growth.
CLIENT ACQUISITION AND ENGAGEMENT To grow our business, we must continue to acquire clients and successfully engage and retain them. Our marketing strategy aims to preserve liquidity and achieve profitability, while simultaneously attracting long-term clients to fuel a return to growth.
Our borrowing availability based on balances as of August 3, 2024 was $45.0 million, and our excess availability was $25.0 million as a result of outstanding letters of credit and no outstanding borrowing.
Our borrowing availability based on balances as of August 2, 2025, was $50.0 million, and our excess availability was $31.3 million as a result of outstanding letters of credit, and no outstanding borrowing.
We calculate net revenue per active client based on net revenue over the preceding four fiscal quarters divided by the number of active clients, measured as of the last day of the period. Net revenue per active client was $533 and $510 as of August 3, 2024, and July 29, 2023, respectively, representing a year-over-year increase of 4.5%.
We calculate net revenue per active client based on net revenue over the preceding four fiscal quarters divided by the number of active clients measured as of the last day of the period. Net revenue per active client was $549 and $533 as of August 2, 2025, and August 3, 2024, respectively, or a year-over-year increase of 3.0%.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion and analysis of our financial condition and results of operations together with our audited consolidated financial statements and related notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K (“Annual Report”).
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with “Special Note Regarding Forward-Looking Statements”, “Risk Factors” included under Part I, Item 1A, and our consolidated financial statements and related notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K (“Annual Report”).
We currently serve our clients in the following categories: Women’s, Petite, Maternity, Men’s, Plus, and Kids. We carry a mix of third-party branded merchandise, including premium brands, and our own Owned Private Label Brands. We also offer a wide variety of product types, including denim, dresses, blouses, skirts, shoes, jewelry, and handbags.
We currently serve our clients in the following categories: Women’s, Petite, Maternity, Men’s, Plus, and Kids. We carry a mix of third-party branded merchandise, including premium brands, and our own Owned Private Label Brands.
Cash Provided (Used in) by Investing Activities from Continuing Operations During fiscal 2024 , cash used in investing activities from continuing operations was $78.7 million. This was primarily due to the purchase of available-for-sale securities of $97.3 million and the purchases of property and equipment of $14.0 million, partially offset by the maturities of available-for-sale securities of $32.2 million.
This was due to purchases of securities available-for-sale of $197.9 million and purchases of property and equipment of $16.3 million, partially offset by sales and maturities of available-for-sale securities of $155.1 million. During the fiscal 2024, cash used in investing activities from continuing operations was $78.7 million.
The decline in revenue was primarily attributable to a 19.6% decline in active clients from July 29, 2023 to August 3, 2024, which led to a decrease in sales of merchandise.
The decline in revenue was primarily attributable to a 7.9% decrease in active clients from August 3, 2024, to August 2, 2025, which led to a decrease in sales of merchandise.
For information on our contractual obligations for operating leases, refer to Note 4, “Leases” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report. Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in accordance with GAAP.
For information on our contractual obligations for operating leases and other obligations, refer to Note 4, “Leases” and Note 8 “Commitments and Contingencies”, respectively, within the Notes to the Consolidated Financial Statements included in Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report.
The following table presents a reconciliation of net cash flows provided by operating activities from continuing operations, the most comparable GAAP financial measure, to Free Cash Flow for each of the periods presented: For the Fiscal Year Ended (in thousands) August 3, 2024 July 29, 2023 July 30, 2022 Free Cash Flow reconciliation: Net cash provided by operating activities from continuing operations $ 28,207 $ 73,230 $ 75,217 Deduct: Purchases of property and equipment from continuing operations (13,965) (18,863) (44,957) Free Cash Flow $ 14,242 $ 54,367 $ 30,260 Net cash provided by (used in) investing activities from continuing operations $ (78,742) $ 64,476 $ 11,627 Net cash used in financing activities from continuing operations $ (15,493) $ (15,085) $ (59,580) Operating Metrics August 3, 2024 July 29, 2023 July 30, 2022 Active Clients (in thousands) 2,508 3,121 3,590 Net Revenue per Active Client $533 $510 $562 Active Clients We believe that the number of active clients is a key indicator of the overall health of our business.
The following table presents a reconciliation of net cash flows used in operating activities from continuing operations, the most comparable GAAP financial measure, to Free Cash Flow for each of the periods presented: For the Fiscal Year Ended (in thousands) August 2, 2025 August 3, 2024 Free Cash Flow reconciliation: Net cash provided by operating activities from continuing operations $ 25,575 $ 28,207 Deduct: Purchases of property and equipment (16,293) (13,965) Free Cash Flow $ 9,282 $ 14,242 Net cash used in investing activities from continuing operations $ (59,121) $ (78,742) Net cash used in financing activities from continuing operations $ (14,967) $ (15,493) OPERATING METRICS August 2, 2025 August 3, 2024 Active Clients (in thousands) 2,309 2,508 Net Revenue per Active Client $ 549 $ 533 Active Clients We believe that the number of active clients is a key indicator of the overall health of our business.
Our classification of cost of goods sold may vary from other companies in our industry and may not be comparable. 37 Selling, General, and Administrative Expenses Selling, general, and administrative expenses (“SG&A”) consist primarily of compensation and benefits costs, including stock-based compensation expense, for our employees including our Stylists, fulfillment center operations, data analytics, merchandising, engineering, marketing, client experience, and corporate personnel.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES Selling, general, and administrative expenses (“SG&A”) consist primarily of compensation and benefits costs, including stock-based compensation expense, for our employees including our Stylists, fulfillment center operations, data analytics, merchandising, engineering, marketing, client experience, and corporate personnel.
If actual experience differs significantly from our estimates due to changes in client merchandise preferences, client demand, or economic conditions, additional inventory write-downs may be required which could adversely affect our operating results.
If actual experience differs significantly from our estimates due to changes in client merchandise preferences, client demand, or economic conditions, additional inventory write-downs may be required which could adversely affect our operating results. A 10% change in our inventory reserves estimate as of August 2, 2025, would result in a change in reserves of approximately $2.8 million.
The change in net operating assets and liabilities was primarily due to a change of $47.7 million in gross inventory balances due to a decline in inventory receipts to bring inventory balances in line with current demand.
The change in net operating assets and liabilities was primarily due to a $47.7 million change in gross inventory balances due to a decline in inventory receipts to bring inventory balances in line with current demand. CASH USED IN INVESTING ACTIVITIES FROM CONTINUING OPERATIONS During fiscal 2025, cash used in investing activities from continuing operations was $59.1 million.
We were inspired by the opportunity to create a client-first styling experience, offering an alternative to impersonal, time-consuming and inconvenient traditional shopping.
BUSINESS OVERVIEW In 2011, Stitch Fix introduced an innovative approach to shopping for clothing and accessories. We were inspired by the opportunity to create a client-first styling experience, offering an alternative to impersonal, time-consuming and inconvenient traditional shopping.
We define an active client as a client who checked out a Fix or was shipped an item via Freestyle in the preceding 52 weeks, measured as of the last day of that period. Clients check out a Fix when they indicate which items they are keeping through our mobile application or on our website.
We define an active client as a client who checked out a Fix or was shipped an item via Freestyle in the preceding 52 weeks, measured as of the last day of that period.
We believe exclusion of these items facilitates a more consistent comparison of operating performance over time, however these costs do include cash outflows; and Free Cash Flow does not represent the total residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.
We believe exclusion of these items facilitates a more consistent comparison of operating performance over time, however these costs do include cash outflows; Adjusted EBITDA excludes non-ordinary course legal fees for specific proceedings that we have determined arise outside of the ordinary course of business and are nonrecurring, infrequent, or unusual; and Free Cash Flow does not represent the total residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.
We will use our cash balances in the UK to settle the remaining liabilities attributable to our discontinued operations. 39 Credit Facility On December 4, 2023, we entered into a first lien credit agreement with Citibank, N.A., as agent and lender, which provides for a $50.0 million revolving credit facility maturing on December 4, 2026 (the “2023 Credit Facility”).
As of August 2, 2025, we had repatriated our remaining cash held outside of the U.S. in the UK. Credit Facility On December 4, 2023, we entered into a first lien credit agreement with Citibank, N.A., as agent and lender, which provides for a $50.0 million revolving credit facility maturing on December 4, 2026 (the “2023 Credit Facility”).
Adjusted EBITDA We define Adjusted EBITDA as net loss from continuing operations excluding interest income, other (income) expense, net, provision (benefit) for income taxes, depreciation and amortization, stock-based compensation expense, and restructuring and other one-time costs related to our continuing operations.
STITCH FIX, INC. | 2025 FORM 10-K | 34 Table of Contents Adjusted EBITDA We define Adjusted EBITDA as net loss from continuing operations excluding interest income, other (income) expense, net, provision for income taxes, depreciation and amortization, stock-based compensation expense, restructuring and other one-time costs, and non-ordinary course legal fees related to our continuing operations.
We expect advertising expense to approximate 8% to 9% of revenue in fiscal 2025 ; however, we will continue to be methodical about our approach when we are making investments in advertising, and may adjust our spending up or down based on performance.
We will continue to be methodical about our approach when we are making advertising decisions, and may adjust our spending up or down based on performance.
During fiscal 2023 , cash provided by operating activities from continuing operations was $73.2 million, which consisted of a net loss from continuing operations of $150.3 million, adjusted by non-cash charges of $145.0 million and a change of $78.5 million in our net operating assets and liabilities.
During the fiscal 2024, cash provided by operating activities from continuing operations was $28.2 million, which consisted of a net loss from continuing operations of $118.9 million, adjusted by non-cash charges of $124.6 million and a $22.5 million change in net operating assets and liabilities.
However, management believes that certain non-GAAP financial measures provide users of our financial information with additional useful information in evaluating our performance. We believe that adjusted EBITDA from continuing operations (“Adjusted EBITDA”) is frequently used by investors and securities analysts in their evaluations of companies, and that this supplemental measure facilitates comparisons between continuing operations of companies.
We believe that adjusted EBITDA from continuing operations (“Adjusted EBITDA”) is frequently used by investors and securities analysts in their evaluations of companies, and that this supplemental measure facilitates comparisons between continuing operations of companies.
Revenue and Gross Margin Revenue in fiscal 2024, which included a $21.6 million impact of an extra week, decreased by $255.1 million, or 16.0%, as compared to revenue in fiscal 2023 .
REVENUE AND GROSS MARGIN Revenue in fiscal 2025 decreased by $70.3 million, or 5.3%, compared to fiscal 2024, which included a $21.6 million impact of an extra week. Excluding the impact of an extra week, revenue in fiscal 2025 decreased by $48.7 million or 3.7%, compared to fiscal 2024.
We are continuing to evaluate other fixed and variable operating costs, including further rationalizing our real estate footprint and continuing to optimize and be disciplined in our marketing strategy to better position ourselves for profitability.
We are continuing to evaluate other fixed and variable operating costs, including further rationalizing our real estate footprint and continuing to optimize and be disciplined in our marketing strategy to better position ourselves for profitability. However, our future results of operations will depend on our ability to successfully navigate current business challenges and the overall macroeconomic environment.
Availability of the 2023 Credit Facility will be based upon a borrowing base formula and periodic borrowing base certifications valuing certain of our accounts receivable, credit card receivables, and inventory as reduced by certain reserves, if any.
The 2023 Credit Facility includes a sub-facility that provides for the issuance of letters of credit in an amount of up to $30.0 million. Availability of the 2023 Credit Facility is based upon a borrowing base formula and periodic borrowing base certifications valuing certain of our accounts receivable, credit card receivables, and inventory as reduced by certain reserves, if any.
Then, after receiving a Fix, they can purchase the items they want to keep and return the other items, if any. Discontinued Operations During the first quarter of fiscal 2024, we ceased operations of our UK business and the accounting requirements for reporting the UK business as a discontinued operation were met.
DISCONTINUED OPERATIONS During the first quarter of fiscal 2024, we ceased operations of our UK business and the accounting requirements for reporting the UK business as a discontinued operation were met.
As the macroeconomic environment is experiencing inflation, rising interest rates, recessionary concerns, tightening labor markets, and general uncertainty regarding the overall future political and economic environment, we cannot predict whether or when such circumstances may improve or worsen or what impact such circumstances could have on our business.
As the macroeconomic environment is experiencing inflation, recessionary concerns, and general uncertainty regarding trade policies, including tariffs and other restrictions, and the overall future political and economic environment, we cannot predict whether or when such circumstances may improve or worsen.
A 10% change in our inventory reserves estimate as of August 3, 2024 would result in a change in reserves of approximately $2.4 million. 41 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 fiscal 2024 or fiscal 2023 .
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 fiscal 2025 or 2024.
We expect our cost of goods sold to fluctuate as a percentage of revenue primarily due to how we manage our inventory and merchandise mix.
We expect our cost of goods sold to increase in fiscal 2026 if tariffs are sustained at heightened levels. We also expect fluctuations in our cost of goods sold as a percentage of revenue primarily due to how we manage our inventory and merchandise mix.
Liquidity and Capital Resources Sources of Liquidity Our principal sources of liquidity include our cash, cash equivalents, investments, cash flows from continuing operations, and borrowing capacity under our credit facility.
LIQUIDITY AND CAPITAL RESOURCES SOURCES OF LIQUIDITY Our principal sources of liquidity are our cash, cash equivalents, investments, cash flows from continuing operations, and borrowing capacity under our credit facility. As of August 2, 2025, we had $114.0 million of cash and cash equivalents attributable to continuing operations, and $128.8 million of investments.
Cash Flows The following table summarizes our cash flows for the periods indicated below: For the Fiscal Year Ended (in thousands) August 3, 2024 July 29, 2023 July 30, 2022 Net cash provided by operating activities from continuing operations $ 28,207 $ 73,230 $ 75,217 Net cash provided by (used in) investing activities from continuing operations (78,742) 64,476 11,627 Net cash used in financing activities from continuing operations (15,493) (15,085) (59,580) Net increase (decrease) in cash and cash equivalents from continuing operations $ (66,028) $ 122,621 $ 27,264 Cash Provided by Operating Activities from Continuing Operations During fiscal 2024 , cash provided by operating activities from continuing operations was $28.2 million, which consisted of a net loss from continuing operations of $118.9 million, adjusted by non-cash charges of $124.6 million and a $22.5 million change in net operating assets and liabilities.
STITCH FIX, INC. | 2025 FORM 10-K | 39 Table of Contents CASH FLOWS The following table summarizes our cash flows for the periods indicated below: For the Fiscal Year Ended (in thousands) August 2, 2025 August 3, 2024 Net cash provided by operating activities from continuing operations $ 25,575 $ 28,207 Net cash used in investing activities from continuing operations (59,121) (78,742) Net cash used in financing activities from continuing operations (14,967) (15,493) Net decrease in cash and cash equivalents from continuing operations $ (48,513) $ (66,028) CASH PROVIDED BY OPERATING ACTIVITIES FROM CONTINUING OPERATIONS During fiscal 2025, cash provided by operating activities from continuing operations was $25.6 million, which consisted of a net loss from continuing operations of $28.8 million, adjusted by non-cash charges of $87.2 million and change in net operating assets and liabilities of $32.8 million.
If a gift card is not used, we will recognize estimated gift card breakage revenue proportionately to customer usage of gift cards over the expected gift card usage period, subject to requirements to remit balances to governmental agencies. We have not made any material changes to our revenue recognition accounting policies during fiscal 2024.
We also sell gift cards to clients and establish a liability based on the face value of such gift cards. If a gift card is not used, we will recognize estimated gift card breakage revenue proportionately to customer usage of gift cards over the expected gift card usage period, subject to requirements to remit balances to governmental agencies.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The critical accounting estimates and judgments that we believe to have the most significant impacts to our consolidated financial statements are described below.
The non-cash charges were primarily driven by $126.1 million of stock-based compensation expense, $35.7 million of depreciation and amortization, $14.7 million in inventory reserves, and $6.2 million in asset impairment charges. The change in net operating assets and liabilities was primarily due to an increase of $67.4 million in accounts payable balance due to timing of inventory receipts and payments.
The non-cash charges were primarily driven by $56.7 million of stock-based compensation expense and $26.1 million of depreciation, amortization, and accretion. The change in net operating assets and liabilities was primarily due to a $24.8 million increase in gross inventory balances due to higher inventory receipts.
We estimate forfeitures based on our historical forfeiture of stock options and RSUs adjusted to reflect future changes in facts and circumstances, if any. We will revise our estimated forfeiture rate if actual forfeitures differ from our initial estimates. We will continue to use judgment in evaluating assumptions related to our stock-based compensation expense.
We will revise our estimated forfeiture rate if actual forfeitures differ materially from our initial estimates. We will continue to use judgment in evaluating assumptions related to our stock-based compensation expense. As we continue to accumulate data related to our common stock, we may have refinements to our estimates and assumptions which could impact our future stock-based compensation expense.
The following table presents a reconciliation of net loss from continuing operations, the most comparable GAAP financial measure, to Adjusted EBITDA for each of the periods presented: For the Fiscal Year Ended (in thousands) August 3, 2024 July 29, 2023 July 30, 2022 Adjusted EBITDA: Net loss from continuing operations $ (118,885) $ (150,336) $ (181,605) Add (deduct): Interest income (11,250) (5,841) (924) Other (income) expense, net (1,631) 25 394 Provision (benefit) for income taxes (1,661) 871 (2,335) Depreciation and amortization (1) 35,489 38,375 33,533 Stock-based compensation expense (2) 76,756 102,072 124,944 Restructuring and other one-time costs (3) 50,463 45,749 26,206 Adjusted EBITDA $ 29,281 $ 30,915 $ 213 (1) For fiscal 2024 and 2023, depreciation and amortization excluded $12.1 million and $2.8 million, respectively, reflected in “Restructuring and other one-time costs.” (2) For fiscal 2022, stock-based compensation expense excluded $1.1 million reflected in “Restructuring and other one-time costs.” (3) For fiscal 2024, restructuring charges were $43.8 million and other one-time costs were $6.7 million in one-time professional services fees.
The following table presents a reconciliation of net loss from continuing operations, the most comparable GAAP financial measure, to Adjusted EBITDA for each of the periods presented: For the Fiscal Year Ended (in thousands) August 2, 2025 August 3, 2024 Net loss from continuing operations $ (28,844) $ (118,885) Add (deduct): Interest income (10,709) (11,250) Other (income) expense, net (173) (1,631) Provision (benefit) for income taxes 821 (1,661) Depreciation and amortization (1) 27,860 35,489 Stock-based compensation expense 56,727 76,756 Restructuring and other one-time costs (2) 3,228 50,463 Non-ordinary course legal fees (3) 229 Adjusted EBITDA $ 49,139 $ 29,281 (1) For fiscal 2024, “Depreciation and amortization” excluded $12.1 million that was reflected in “Restructuring and other one-time costs”.
To ensure sufficient availability of merchandise, we generally enter into purchase orders well in advance and frequently before apparel trends are confirmed by client purchases. As a result, we are vulnerable to demand and pricing shifts and availability of merchandise at the time of purchase. We incur inventory write-offs and changes in inventory reserves that impact our gross margins.
As a result, we are vulnerable to demand and pricing shifts, including due to tariffs, and availability of merchandise at the time of purchase. We incur inventory write-offs and changes in inventory reserves that impact our gross margins. Moreover, our inventory investments will fluctuate with the needs of our business.
Partially offsetting the revenue decline was an improvement in 38 revenue per active client, which was driven by an increase in the average order value with the number of items kept by our clients per Fix increasing, and an extra week of revenue in the current year.
Partially offsetting the revenue decline was an improvement in net revenue per active client, which was driven by higher average order values with the number of items kept by our clients per Fix increasing, and higher average unit retail prices. Gross margin for fiscal 2025 increased by 10 basis points compared to the prior year period.
The critical accounting policies, estimates, and judgments that we believe to have the most significant impacts to our consolidated financial statements are described below. Inventory, net Inventory, net consists of finished goods which are recorded at the lower of cost or net realizable value using the first-in-first-out (“FIFO”) method.
INVENTORY, NET Inventory, net consists of finished goods which are recorded at the lower of cost or net realizable value using the first-in-first-out (“FIFO”) method.
Refer to Note 13, “Restructuring” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report for further details of restructuring actions taken.
As of August 2, 2025, we do not expect any additional cash restructuring charges related to the 2022 Restructuring Plan. Refer to Note 14, “Restructuring” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further details.
We offer Style Pass to provide select clients with an alternative to paying a styling fee per Fix. Style Pass clients pay a nonrefundable annual fee for unlimited styling that is credited towards merchandise purchases. We deduct discounts, sales tax, and estimated refunds to arrive at net revenue, which we refer to as revenue throughout this Annual Report.
With our Fix offering, we charge a nonrefundable upfront fee, referred to as a “styling fee,” that is credited towards any merchandise purchased. We offer Style Pass to provide select U.S. clients with an alternative to paying a styling fee per Fix. Style Pass clients pay a nonrefundable annual fee for unlimited styling that is credited towards merchandise purchases.
Throughout this Annual Report, all references to quarters and years are to our fiscal quarters and fiscal years unless otherwise noted. In addition, this discussion contains forward-looking statements that reflect our plans, estimates, and beliefs, and involve risks and uncertainties.
Throughout this Annual Report, all references to quarters and years are to our fiscal quarters and fiscal years unless otherwise noted.
Refer to Note 13, “Restructuring” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report for more details. 35 Free Cash Flow We define Free Cash Flow as cash flows provided by operating activities from continuing operations, reduced by purchases of property and equipment that are included in cash flows from investing activities from continuing operations.
Free Cash Flow We define Free Cash Flow as cash flows provided by operating activities from continuing operations, reduced by purchases of property and equipment that are included in cash flows from investing activities from continuing operations.
We sell merchandise across a broad range of price points and may further broaden our price point offerings in the future. Historically, changes in our merchandise mix have not caused significant fluctuations in our gross margin; however, categories, brands, product types, and price points do have a range of margin profiles.
Historically, changes in our merchandise mix have not caused significant fluctuations in our gross margin; however, categories, brands, product types, and price points do have a range of margin profiles. For example, our Owned Private Label Brands have generally contributed higher margins than our third-party brands, which have generally contributed lower margins.
During fiscal 2024 and fiscal 2023 , we experienced a decline in net revenue year-over-year primarily due to our challenges in acquiring and retaining clients. We expect these challenges in acquiring and retaining active clients to continue having a negative compounding effect on net revenue in fiscal 2025.
As of August 2, 2025, and August 3, 2024, we had approximately 2,309,000 and 2,508,000 active clients, respectively, representing a year-over-year decline of 7.9%. During fiscal 2025, we experienced a decline in net revenue year-over-year primarily due to our challenges in acquiring and retaining active clients.
Contractual Obligations and Other Commitments Our most significant contractual obligations relate to purchase commitments of inventory and operating lease obligations on our fulfillment centers and corporate office. As of August 3, 2024, we had $132.9 million of enforceable and legally binding inventory purchase commitments, predominantly due within one year.
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS Our most significant contractual obligations relate to purchase commitments of inventory and operating lease obligations related to our fulfillment centers and corporate office.
However, our future results of operations will depend on our ability to successfully navigate current business challenges and the overall macroeconomic environment. 34 Key Financial and Operating Metrics Non-GAAP Financial Measures We report our financial results in accordance with generally accepted accounting principles in the United States (“GAAP”).
KEY FINANCIAL AND OPERATING METRICS NON-GAAP FINANCIAL MEASURES We report our financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). However, management believes that certain non-GAAP financial measures provide users of our financial information with additional useful information in evaluating our performance.
For example, our Owned Private Label Brands have generally contributed higher margins than our third-party brands, which have generally contributed lower margins. We continue to evolve our merchandise mix to improve the client experience and attract new active clients. Shifts in merchandise mix will result in fluctuations in our gross margin from period to period.
We continue to evolve our merchandise mix to improve the client experience and attract new active clients. Shifts in merchandise mix will result in fluctuations in our gross margin from period to period. COMPONENTS OF RESULTS OF OPERATIONS REVENUE We generate revenue from the sale of merchandise through our Fix and Freestyle offerings.
For more information on the components of net loss from continuing operations, refer to the section titled “Results of Operations” below. 33 Restructuring During fiscal 2024 and fiscal 2023, in furtherance of and as an expansion of the restructuring plan announced in June 2022 (the “2022 Restructuring Plan”), we undertook several restructuring actions.
For more information on the components of net loss from continuing operations for fiscal 2025, refer to the section titled “Results of Operations” below.
As we continue to accumulate data related to our common stock, we may have refinements to our estimates and assumptions which could impact our future stock-based compensation expense. Revenue Recognition Revenue is recognized net of sales taxes, discounts, and estimated refunds. We record a refund reserve based on our historical refund patterns.
REVENUE RECOGNITION Revenue is recognized net of sales taxes, discounts, and estimated refunds. We record a refund reserve based on our historical refund patterns. The impact of our refund reserve on our operating results may fluctuate based on changes in client refund activity over time.
Provision for Income Taxes The following table summarizes our effective tax rate for the periods presented: For the Fiscal Year Ended (in thousands) August 3, 2024 July 29, 2023 July 30, 2022 Loss from continuing operations before income taxes $ (120,546) $ (149,465) $ (183,940) Provision (benefit) for income taxes (1,661) 871 (2,335) Effective tax rate 1.4 % (0.6) % 1.3 % Our effective tax rate and provision for income taxes decreased in fiscal 2024 as compared to fiscal 2023 , primarily due to reserve releases in fiscal 2024 from lapses in statutes of limitation and effective settlement of prior year tax positions.
PROVISION FOR INCOME TAXES The following table summarizes our effective tax rate from loss from continuing operations for the periods presented: For the Fiscal Year Ended (in thousands, except percentages) August 2, 2025 August 3, 2024 Loss from continuing operations before income taxes $ (28,023) $ (120,546) Provision for income taxes 821 (1,661) Effective tax rate (2.9) % 1.4 % Our provision for income taxes increased in fiscal 2025 as compared to fiscal 2024, primarily due to a decrease in pretax losses, partially offset by a decrease in the reversal of stock-based compensation expenses.
Inventory Management We leverage our data science to buy and manage our inventory, including merchandise assortment and fulfillment center optimization. Because our merchandise assortment directly correlates to client success, we may at times optimize our inventory to prioritize long-term client success over short-term gross margin impact.
Because our merchandise assortment directly correlates to client success, we may at times optimize our inventory to prioritize long-term client success over short-term gross margin impact. To ensure sufficient availability of merchandise, we generally enter into purchase orders well in advance and frequently before apparel trends are confirmed by client purchases.
SG&A in fiscal 2023 decreased by $240.2 million, or 22.4%, as compared to fiscal 2022 , primarily due to a $147.8 million decrease in compensation and benefits expense, including lower stock-based compensation, largely driven by our restructuring actions and reductions in variable labor costs due to lower sales volumes.
The decrease was primarily driven by lower compensation and benefits expense including lower stock-based compensation expense, lower facilities costs, and lower depreciation and amortization expense, largely driven by our restructuring actions, partially offset by higher advertising spend. SG&A as a percentage of revenue decreased to 47.5% for fiscal 2025, compared to 54.2% for fiscal 2024.
We also recognize revenue resulting from estimated breakage income on gift cards.
We deduct discounts, sales tax, and estimated refunds to arrive at net revenue, which we refer to as revenue throughout this Annual Report. We also recognize revenue resulting from estimated breakage income on gift cards.
During fiscal 2022 , cash provided by investing activities was $11.6 million, primarily related to net cash flow from purchases, sales, and maturities of $56.6 million of highly rated available-for-sale securities, partially offset by $45.0 million in purchases of property and equipment.
This was primarily due to purchases of securities available-for-sale of $97.3 million and purchases of property and equipment of $14.0 million, partially offset by the maturities of available-for-sale securities of $32.2 million.
As of August 3, 2024, and July 29, 2023, we had approximately 2,508,000 and 3,121,000 active clients, respectively, representing a year-over-year decline of 19.6%. Refer to the section titled “Key Financial and Operating Metrics” below for information on how we define and calculate active clients.
A single person could have multiple accounts and count as multiple active clients. We had approximately 2,309,000 and 2,508,000 active clients as of August 2, 2025, and August 3, 2024, respectively, representing a year-over-year decrease of 7.9%.
Operations and Infrastructure We intend to leverage our data science and deep understanding of our clients’ needs to make targeted investments in technology and product. In the second quarter of fiscal 2023, we decided to close our Salt Lake City fulfillment center in order to optimize network capacity.
OPERATIONS AND INFRASTRUCTURE We intend to leverage our data science and deep understanding of our clients’ needs to make targeted investments in technology and product, including continued integration of AI into internal business processes and client facing experiences. MERCHANDISE MIX We offer apparel, shoes, and accessories across categories, brands, product types, and price points.
Removed
Our actual results and the timing of certain events could differ materially from those anticipated in or implied by these forward-looking statements as a result of several factors, including those discussed in the section titled “Risk Factors” included under Part I, Item 1A and elsewhere in this Annual Report. See “Special Note Regarding Forward-Looking Statements” in this Annual Report.
Added
In addition, refer to our discussion and analysis of our financial condition and results of operations from fiscal 2024 to fiscal 2023 in Part II, Item 7 in our Annual Report on Form 10-K for the fiscal year ended August 3, 2024, filed with the Securities and Exchange Commission on September 25, 2024.
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A discussion regarding our financial condition and results of operation for fiscal 2024 , compared to fiscal 2023 , and for fiscal 2023 compared to fiscal 2022, is presented below. Business Overview In 2011, Stitch Fix introduced an innovative approach to shopping for clothing and accessories.
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For the Fix experience, clients choose to schedule regular shipments or order a Fix on demand. Then, after receiving a Fix, they can purchase the items they want to keep and return the other items, if any.
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Despite lower revenues year-over-year, our net loss in fiscal 2024 was lower due to several restructuring actions that took place in both fiscal 2023 and fiscal 2024 as described below, which reduced fixed and variable operating expenses, in addition to a reduction in advertising expense.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeDuring fiscal 2024, a hypothetical 10% increase or decrease in exchange rates would not have had a material impact on our consolidated financial results. Inflation Risk Our costs are subject to inflationary pressures, which we expect to continue, and if those pressures become significant, we may not be able to fully offset such higher costs through price increases.
Biggest changeAs such, we do not expect a sudden change in market interest rates would have a material impact on our consolidated financial results. INFLATION RISK Our costs are subject to inflationary pressures, which we expect to continue, and if those pressures become significant, we may not be able to fully offset such higher costs through price increases.
However, due to the short-term nature of our investment portfolio as of August 3, 2024, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio.
However, due to the short-term nature of the majority of our investment portfolio as of August 2, 2025, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio.
Additionally, although difficult to quantify, we believe inflation is having an adverse effect on our clients’ discretionary spending habits, which has impacted and may continue to impact net revenue. 42
Additionally, although difficult to quantify, we believe inflation is having an adverse effect on our clients’ discretionary spending habits, which has impacted and may continue to impact net revenue. STITCH FIX, INC. | 2025 FORM 10-K | 42 Table of Contents
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As such, we do not expect a sudden change in market interest rates would have a material impact on our consolidated financial results. Foreign Currency Risk During fiscal 2024, our revenue was earned in U.S. dollars and British pound sterling.
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Our operations in the UK, which are classified as discontinued operations, exposed us to fluctuations in foreign currency exchange rates on our operating expenses. Fluctuations in foreign currency exchange rates could have resulted in transaction gains or losses on transactions in currencies other than the U.S. dollar or British pound sterling.

Other SFIX 10-K year-over-year comparisons