VINCE HOLDING CORP., 10-Q filed on 12/10/2025
Quarterly Report
v3.25.3
Document and Entity Information - shares
 9 Months Ended
Nov. 01, 2025
Nov. 30, 2025
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Nov. 01, 2025  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q3  
Trading Symbol VNCE  
Entity Registrant Name VINCE HOLDING CORP.  
Entity Central Index Key 0001579157  
Current Fiscal Year End Date --01-31  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   13,339,426
Entity Shell Company false  
Entity Current Reporting Status Yes  
Entity File Number 001-36212  
Entity Tax Identification Number 75-3264870  
Entity Address, Address Line One 500 5th Avenue  
Entity Address, Address Line Two 20th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10110  
City Area Code 323  
Local Phone Number 421-5980  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Security Exchange Name NASDAQ  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Entity Incorporation, State or Country Code DE  
v3.25.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Nov. 01, 2025
Feb. 01, 2025
Current assets:    
Cash and cash equivalents $ 1,060 $ 607
Trade receivables, net of allowance for doubtful accounts $766 and $335 at November 1, 2025 and February 1, 2025, respectively [1] 37,553 32,927
Inventories, net 75,852 59,146
Prepaid expenses and other current assets 3,721 3,896
Total current assets 118,186 96,576
Property and equipment, net 8,478 7,378
Operating lease right-of-use assets, net 93,628 91,209
Equity method investment 21,733 23,464
Other assets 3,978 4,108
Total assets 246,003 222,735
Current liabilities:    
Accounts payable 28,215 35,090
Accrued salaries and employee benefits 7,790 8,709
Other accrued expenses [2] 13,586 13,722
Short-term lease liabilities 16,591 16,025
Total current liabilities 66,182 73,546
Long-term debt 36,061 19,156
Long-term lease liabilities 89,352 87,180
Deferred income tax liability 631 631
Other liabilities 385 463
Commitments and contingencies (Note 9)
Stockholders' equity:    
Common stock at $0.01 par value (100,000,000 shares authorized, 13,339,426 and 12,758,852 shares issued and outstanding at November 1, 2025 and February 1, 2025, respectively) 133 128
Additional paid-in capital 1,159,887 1,158,279
Accumulated deficit (1,106,698) (1,116,681)
Accumulated other comprehensive income 70 33
Total stockholders' equity 53,392 41,759
Total liabilities and stockholders' equity $ 246,003 $ 222,735
[1] Includes receivables of $599 as of November 1, 2025, which is with a related party. Includes receivables of $638 as of February 1, 2025, of which $614 is with a related party and $24 is with a former related party.
[2] Includes accrued royalty expense of $521 and $3,513 as of November 1, 2025 and February 1, 2025, respectively, which is with a related party.
v3.25.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Nov. 01, 2025
Feb. 01, 2025
Allowance for doubtful accounts $ 766 $ 335
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 13,339,426 12,758,852
Common stock, shares outstanding 13,339,426 12,758,852
Receivables   $ 638
Related Party [Member]    
Receivables $ 599 614
Accrued royalty expenses $ 521 3,513
Former Related Party [Member]    
Receivables   $ 24
v3.25.3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Nov. 01, 2025
Nov. 02, 2024
Nov. 01, 2025
Nov. 02, 2024
Income Statement [Abstract]        
Net sales [1] $ 85,126 $ 80,162 $ 216,300 $ 213,502
Cost of products sold [2] 43,219 40,104 108,292 108,400
Gross profit 41,907 40,058 108,008 105,102
Gain on sale of subsidiary     0 (7,634)
Selling, general and administrative expenses [3] 36,472 34,297 95,860 100,241
Income from operations 5,435 5,761 12,148 12,495
Interest expense, net [4] 973 1,691 2,678 4,984
Other (income)     (1,560)  
Income before income taxes and equity in net income of equity method investment 4,462 4,070 11,030 7,511
Provision (benefit) for income taxes 2,002 0 2,060 (1,681)
Income before equity in net income of equity method investment 2,460 4,070 8,970 9,192
Equity in net income of equity method investment 266 279 1,013 106
Net income 2,726 4,349 9,983 9,298
Other comprehensive income (loss):        
Foreign currency translation adjustments (11) 1 37 131
Comprehensive income $ 2,715 $ 4,350 $ 10,020 $ 9,429
Earnings per share:        
Basic earnings per share $ 0.21 $ 0.35 $ 0.77 $ 0.74
Diluted earnings per share $ 0.21 $ 0.34 $ 0.77 $ 0.74
Weighted average shares outstanding:        
Basic 13,143,808 12,604,528 12,957,013 12,560,720
Diluted 13,217,008 12,698,188 13,042,329 12,614,960
[1] Includes $0 and $149 of net sales for the three and nine months ended November 1, 2025, respectively, and $206 and $906 for the three and nine months ended November 2, 2024, respectively, which is with a former related party.
[2] Includes royalty expense of $4,216 and $10,421 for the three and nine months ended November 1, 2025, respectively, and $3,931 and $10,332 for the three and nine months ended November 2, 2024, respectively, which is with a related party. Includes cost of products sold of $0 and $230 for the three and nine months ended November 1, 2025, respectively, and $6 and $26 for the three and nine months ended November 2, 2024, respectively, which is with a former related party.
[3] Includes selling, general, and administrative ("SG&A") expenses of $0 and $195 for the three and nine months ended November 1, 2025, respectively, and $324 and $555 for the three and nine months ended November 2, 2024, respectively, which is with a former related party.
[4] Includes capitalized payment-in-kind ("PIK") interest with the Third Lien Credit Facility of $264 and $755 for the three and nine months ended November 1, 2025 respectively, and $1,177 and $3,455 for the three and nine months ended November 2, 2024, respectively, which is with a former related party.
v3.25.3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Nov. 01, 2025
Nov. 02, 2024
Nov. 01, 2025
Nov. 02, 2024
Net sales [1] $ 85,126 $ 80,162 $ 216,300 $ 213,502
Cost of products sold [2] 43,219 40,104 108,292 108,400
Selling, general and administrative expenses [3] 36,472 34,297 95,860 100,241
Capitalized payment-in-kind Interest     755 3,455
Related Party [Member]        
Net sales 0 206 149 906
Royalty expense 4,216 3,931 10,421 10,332
Cost of products sold 0 6 230 26
Selling, general and administrative expenses 0 324 195 555
Related Party [Member] | Third Lien Credit Agreement [Member]        
Capitalized payment-in-kind Interest $ 264 $ 1,177 $ 755 $ 3,455
[1] Includes $0 and $149 of net sales for the three and nine months ended November 1, 2025, respectively, and $206 and $906 for the three and nine months ended November 2, 2024, respectively, which is with a former related party.
[2] Includes royalty expense of $4,216 and $10,421 for the three and nine months ended November 1, 2025, respectively, and $3,931 and $10,332 for the three and nine months ended November 2, 2024, respectively, which is with a related party. Includes cost of products sold of $0 and $230 for the three and nine months ended November 1, 2025, respectively, and $6 and $26 for the three and nine months ended November 2, 2024, respectively, which is with a former related party.
[3] Includes selling, general, and administrative ("SG&A") expenses of $0 and $195 for the three and nine months ended November 1, 2025, respectively, and $324 and $555 for the three and nine months ended November 2, 2024, respectively, which is with a former related party.
v3.25.3
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Beginning Balance at Feb. 03, 2024 $ 47,153 $ 125 $ 1,144,740 $ (1,097,634) $ (78)
Beginning Balance, shares at Feb. 03, 2024   12,506,556      
Comprehensive income (loss):          
Net income (loss) 4,380     4,380  
Foreign currency translation adjustment 123       123
Share-based compensation expense (5)   (5)    
Restricted stock unit vestings, shares   1,486      
Issuance of common stock, net of certain fees 7   7    
Issuance of common stock, net of certain fees, shares   2,484      
Tax withholdings related to restricted stock vesting (2)   (2)    
Tax withholdings related to restricted stock vesting, shares   (611)      
Ending Balance at May. 04, 2024 51,656 $ 125 1,144,740 (1,093,254) 45
Ending Balance, shares at May. 04, 2024   12,509,915      
Beginning Balance at Feb. 03, 2024 47,153 $ 125 1,144,740 (1,097,634) (78)
Beginning Balance, shares at Feb. 03, 2024   12,506,556      
Comprehensive income (loss):          
Net income (loss) 9,298        
Foreign currency translation adjustment 131        
Ending Balance at Nov. 02, 2024 57,104 $ 126 1,145,261 (1,088,336) 53
Ending Balance, shares at Nov. 02, 2024   12,609,630      
Beginning Balance at May. 04, 2024 51,656 $ 125 1,144,740 (1,093,254) 45
Beginning Balance, shares at May. 04, 2024   12,509,915      
Comprehensive income (loss):          
Net income (loss) 569     569  
Foreign currency translation adjustment 7       7
Share-based compensation expense 255   255    
Restricted stock unit vestings   $ 1 (1)    
Restricted stock unit vestings, shares   119,053      
Issuance of common stock, net of certain fees 7   7    
Issuance of common stock, net of certain fees, shares   5,109      
Tax withholdings related to restricted stock vesting (53)   (53)    
Tax withholdings related to restricted stock vesting, shares   (30,804)      
Ending Balance at Aug. 03, 2024 52,441 $ 126 1,144,948 (1,092,685) 52
Ending Balance, shares at Aug. 03, 2024   12,603,273      
Comprehensive income (loss):          
Net income (loss) 4,349     4,349  
Foreign currency translation adjustment 1       1
Share-based compensation expense 307   307    
Restricted stock unit vestings, shares   3,142      
Issuance of common stock, net of certain fees 7   7    
Issuance of common stock, net of certain fees, shares   3,651      
Tax withholdings related to restricted stock vesting (1)   (1)    
Tax withholdings related to restricted stock vesting, shares   (436)      
Ending Balance at Nov. 02, 2024 57,104 $ 126 1,145,261 (1,088,336) 53
Ending Balance, shares at Nov. 02, 2024   12,609,630      
Beginning Balance at Feb. 01, 2025 $ 41,759 $ 128 1,158,279 (1,116,681) 33
Beginning Balance, shares at Feb. 01, 2025 12,758,852 12,758,852      
Comprehensive income (loss):          
Net income (loss) $ (4,803)     (4,803)  
Foreign currency translation adjustment 76       76
Share-based compensation expense 146   146    
Restricted stock unit vestings, shares   84,215      
Issuance of common stock, net of certain fees 4   4    
Issuance of common stock, net of certain fees, shares   3,511      
Other (15)   (15)    
Ending Balance at May. 03, 2025 37,167 $ 128 1,158,414 (1,121,484) 109
Ending Balance, shares at May. 03, 2025   12,846,578      
Beginning Balance at Feb. 01, 2025 $ 41,759 $ 128 1,158,279 (1,116,681) 33
Beginning Balance, shares at Feb. 01, 2025 12,758,852 12,758,852      
Comprehensive income (loss):          
Net income (loss) $ 9,983        
Foreign currency translation adjustment 37        
Ending Balance at Nov. 01, 2025 $ 53,392 $ 133 1,159,887 (1,106,698) 70
Ending Balance, shares at Nov. 01, 2025 13,339,426 13,339,426      
Beginning Balance at May. 03, 2025 $ 37,167 $ 128 1,158,414 (1,121,484) 109
Beginning Balance, shares at May. 03, 2025   12,846,578      
Comprehensive income (loss):          
Net income (loss) 12,060     12,060  
Foreign currency translation adjustment (28)       (28)
Share-based compensation expense 96   96    
Restricted stock unit vestings   $ 2 (2)    
Restricted stock unit vestings, shares   121,970      
Ending Balance at Aug. 02, 2025 49,295 $ 130 1,158,508 (1,109,424) 81
Ending Balance, shares at Aug. 02, 2025   12,968,548      
Comprehensive income (loss):          
Net income (loss) 2,726     2,726  
Foreign currency translation adjustment (11)       (11)
Share-based compensation expense 91   91    
Issuance of common stock, net of certain fees 1,291 $ 3 1,288    
Issuance of common stock, net of certain fees, shares   370,878      
Ending Balance at Nov. 01, 2025 $ 53,392 $ 133 $ 1,159,887 $ (1,106,698) $ 70
Ending Balance, shares at Nov. 01, 2025 13,339,426 13,339,426      
v3.25.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 9 Months Ended
Nov. 01, 2025
Nov. 02, 2024
Operating activities    
Net income $ 9,983 $ 9,298
Add (deduct) items not affecting operating cash flows:    
Depreciation and amortization 2,239 3,066
Allowance for doubtful accounts 428 (32)
Gain on sale of subsidiary 0 (7,634)
Loss on disposal of property and equipment 51 40
Amortization of deferred financing costs 274 239
Deferred income taxes 0 (1,346)
Share-based compensation expense 333 557
Capitalized PIK Interest due to loan with former related party 755 3,455
Equity in net income of equity method investment, net of distributions 1,731 2,593
Changes in assets and liabilities:    
Receivables, net (5,067) (8,742)
Inventories (16,670) (4,992)
Prepaid expenses and other current assets 176 (2,072)
Accounts payable and accrued expenses (7,102) 6,334
Other assets and liabilities 188 (1,397)
Net cash used in operating activities (12,681) (633)
Investing activities    
Payments for capital expenditures (4,165) (2,725)
Net cash used in investing activities (4,165) (2,725)
Financing activities    
Proceeds from borrowings under the Revolving Credit Facilities 178,200 164,300
Repayment of borrowings under the Revolving Credit Facilities (162,050) (161,170)
Tax withholdings related to restricted stock vesting 0 (56)
Proceeds from issuance of common stock, net of certain fees 1,295 21
Financing fees (135) (8)
Net cash provided by financing activities 17,310 3,087
Increase (decrease) in cash, cash equivalents, and restricted cash 464 (271)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (11) 3
Cash, cash equivalents, and restricted cash, beginning of period 666 1,219
Cash, cash equivalents, and restricted cash, end of period 1,119 951
Less: restricted cash at end of period 59 59
Cash and cash equivalents per balance sheet at end of period 1,060 892
Supplemental Disclosures of Cash Flow Information    
Cash payments for interest 1,553 1,418
Cash payments for income taxes, net of refunds 804 245
Supplemental Disclosures of Non-Cash Investing and Financing Activities    
Capital expenditures in accounts payable and accrued liabilities $ 104 $ 423
v3.25.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Nov. 01, 2025
Aug. 02, 2025
May 03, 2025
Nov. 02, 2024
Aug. 03, 2024
May 04, 2024
Nov. 01, 2025
Nov. 02, 2024
Pay vs Performance Disclosure                
Net Income (Loss) $ 2,726 $ 12,060 $ (4,803) $ 4,349 $ 569 $ 4,380 $ 9,983 $ 9,298
v3.25.3
Insider Trading Arrangements
 3 Months Ended
Nov. 01, 2025
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

None of our directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended November 1, 2025, except as follows:

On September 29, 2025, Eugenia Ulasewicz, a member of the Company's Board of Directors, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 11,322 shares of common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on December 31, 2026, or when all shares under the plan are sold.
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10b5-1 Arr Modified Flag false
Non-Rule 10b5-1 Arr Modified Flag false
Eugenia Ulasewicz [Member]  
Trading Arrangements, by Individual  
Name Eugenia Ulasewicz
Title Board of Directors
Rule 10b5-1 Arrangement Adopted true
Adoption Date September 29, 2025
Expiration Date December 31, 2026
Arrangement Duration 459 days
Aggregate Available 11,322
v3.25.3
Description of Business and Basis of Presentation
 9 Months Ended
Nov. 01, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business and Basis of Presentation

Note 1. Description of Business and Basis of Presentation

(A) Description of Business: The Company is a global retail company that operates the Vince brand women's and men's ready-to-wear business. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Previously, the Company also owned and operated the Rebecca Taylor and Parker brands until the sale of the respective intellectual property was completed, as discussed below.

On April 21, 2023 the Company entered into a strategic partnership ("Authentic Transaction") with Authentic Brands Group, LLC ("Authentic"), a global brand development, marketing and entertainment platform, whereby the Company contributed its intellectual property to a newly formed Authentic subsidiary ("ABG Vince") for cash consideration and a membership interest in ABG Vince. The Company closed the Asset Sale (as defined below) on May 25, 2023. On May 25, 2023, in connection with the Authentic Transaction, V Opco, LLC (formerly, Vince, LLC) ("V Opco"), a wholly-owned subsidiary of the Company, entered into a License Agreement (the "License Agreement") with ABG-Vince LLC, which provides V Opco with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). See Note 2 "Recent Transactions" for additional information.

Rebecca Taylor, founded in 1996 in New York City, was a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. On May 3, 2024, V Opco completed the sale of all outstanding shares of Rebecca Taylor, Inc., which held the Rebecca Taylor business prior to the wind down, to Nova Acquisitions, LLC. See Note 2 "Recent Transactions" for further information.

Parker, founded in 2008 in New York City, was a contemporary women's fashion brand that was trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products for the Parker brand to focus resources on the operations of the Vince and Rebecca Taylor brands. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands.

On January 22, 2025, P180, a venture focused on accelerating growth and profitability in the luxury apparel sector, acquired a majority stake in the Company (the “P180 Acquisition”) from affiliates of Sun Capital Partners, Inc. (collectively, “Sun Capital”). Simultaneously with the P180 Acquisition, V Opco amended its existing credit agreement with Bank of America, N.A. (“BofA”). The amendment consented to, among other things, the change in control in connection with the P180 Acquisition, as well as a partial pay down of the subordinated debt with SK Financial Services, LLC, an affiliate of Sun Capital, through increased borrowings under the credit agreement with BofA. On the same day, V Opco paid $15,000 to SK Financial Services, LLC using proceeds from the credit facility, which resulted in a pay-down of $20,000 of the subordinated debt (the “Sun Debt Paydown”).

In addition, in connection with the P180 Acquisition, P180 acquired and assumed $7,000 of the loans outstanding pursuant to the subordinated debt and immediately thereafter cancelled such $7,000 (the “P180 Debt Forgiveness”). Following the Sun Debt Paydown and P180 Debt Forgiveness, the outstanding principal amount of subordinated debt was reduced by approximately $27,000 with $7,500 remaining outstanding, which will continue to accrue payment-in-kind interest in accordance with, and otherwise be subject to, the terms and conditions therein. See Note 2 "Recent Transactions" for additional information.

The Company reaches its customers through a variety of channels, specifically through major wholesale department stores and specialty stores in the United States ("U.S.") and select international markets, as well as through the Company's branded retail locations and the Company's website. The Company designs products in the U.S. and sources the vast majority of products from contract manufacturers outside the U.S., primarily in Asia. Products are manufactured to meet the Company's product specifications and labor standards.

(B) Basis of Presentation: The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC's audited financial statements for the fiscal year ended February 1, 2025, as set forth in the 2024 Annual Report on Form 10-K.

The condensed consolidated financial statements include the Company's accounts and the accounts of the Company's wholly-owned subsidiaries as of November 1, 2025. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement of the results for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole.

(C) Use of Estimates: The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements which affect revenues and expenses during the period reported. Estimates are adjusted when necessary to reflect actual experience. Significant estimates and assumptions may affect many items in the financial statements. Actual results could differ from estimates and assumptions in amounts that may be material to the condensed consolidated financial statements.

(D) Sources and Uses of Liquidity: The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2023 Revolving Credit Facility (as defined in Note 4 "Long-Term Debt and Financing Arrangements") and the Company's ability to access the capital markets, including the Sales Agreement entered into with Virtu Americas LLC in June 2023 (see Note 7 "Stockholders' Equity" for further information). The Company's primary cash needs are funding working capital requirements, including royalty payments under the License Agreement, meeting debt service requirements and capital expenditures for new stores and related leasehold improvements. The most significant components of the Company's working capital are cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities.

The Company’s future financial results may be subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors, particularly in light of the recently implemented tariffs. While we expect to meet our monthly Excess Availability (as defined in the 2023 Revolving Credit Facility Agreement) covenant and believe that our other sources of liquidity will generate sufficient cash flows to meet our obligations for the next twelve months from the date these financial statements are issued, the foregoing expectation is dependent on a number of factors, including, among others, our ability to generate sufficient cash flow from a combination of tariff mitigating initiatives, our ongoing ability to manage our operating obligations, the ability of our partners to satisfy their payment obligations to us when due, the results of the currently ongoing inventory valuation and potential borrowing restrictions imposed by our lenders based on their credit judgment, all of which could be significantly and negatively impacted by the recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, in addition to other macroeconomic factors. Any material negative impact from these factors or others could require us to implement alternative plans to satisfy our liquidity needs which may be unsuccessful. In the event that we are unable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures, liquidate inventory through additional discounting, sell material assets or operations, or seek other financing opportunities. There can be no assurance that these options would be readily available to us and our inability to address our liquidity needs could materially and adversely affect our operations and jeopardize our business, financial condition and results of operations.

(E) Revenue Recognition: The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Sales are recognized when the control of the goods are transferred to the customer for the Company's wholesale business, upon receipt by the customer for the Company's e-commerce business, and at the time of sale to the consumer for the Company's retail business. See Note 12 "Segment Financial Information" for disaggregated revenue amounts by segment.

Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which the Company operates. As of November 1, 2025 and February 1, 2025, the contract liability was $1,351 and $1,544, respectively. For the three months ended November 1, 2025, the Company recognized $85 of revenue that was previously included in the contract liability as of August 2, 2025. For the nine months ended November 1, 2025, the Company recognized $195 of revenue that was previously included in the contract liability as of February 1, 2025.

(F) Recent Accounting Pronouncements: Except as noted below, the Company has considered all recent accounting pronouncements and has concluded that there are no recent accounting pronouncements that may have a material impact on its Consolidated Financial Statements, based on current information.

Recently Issued Accounting Pronouncements and Disclosure Rules

In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanded disclosure within the rate reconciliation as well as disaggregation of annual taxes paid. This amendment is

effective for annual periods beginning after December 15, 2024, and is applied prospectively with the option for retrospective application. Early adoption is permitted. Other than the new disclosure requirements, this guidance will not have an impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03: Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01: Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements of the ASU will be applied prospectively with the option for retrospective application. We are currently evaluating the ASU to determine the impact on the Company's disclosures.

In September 2025, the FASB issued ASU No. 2025-06: Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40). This ASU modernizes and clarifies the threshold for when an entity is required to start capitalizing internal-use software costs, which occurs when (i) management has authorized and committed to funding a software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance in this ASU, which can be applied prospectively, retrospectively, or via a modified transition approach, becomes effective for fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the ASU to determine the impact on the Company's consolidated financial statements.


 
v3.25.3
Recent Transactions
 9 Months Ended
Nov. 01, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Recent Transactions

Note 2. Recent Transactions

Wind Down and Sale of Rebecca Taylor Business

On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group.

On July 7, 2023, Rebecca Taylor, Inc. and Rebecca Taylor Retail Stores, LLC, each as an assignor, made a General Assignment for the Benefit of the Creditors (the "Assignment") to a respective assignee, an unaffiliated California limited liability company, pursuant to California state law. The Assignment resulted in the residual rights and assets of each of Rebecca Taylor, Inc. and Rebecca Taylor Retail Stores, LLC being assigned and transferred to such assignees. As a result, Rebecca Taylor, Inc. and Rebecca Taylor Retail Stores, LLC no longer held any assets.

On May 3, 2024, V Opco, LLC (formerly, Vince, LLC) ("V Opco") completed the sale (the "Transaction") of all outstanding shares of Rebecca Taylor, Inc., which held the Rebecca Taylor business prior to the wind-down, to Nova Acquisitions, LLC. Nova Acquisitions, LLC is wholly owned by James Carroll, who served as the sole director and officer of Rebecca Taylor, Inc. at the time of the Transaction, pursuant to a service agreement between Mr. Carroll and Rebecca Taylor, Inc. that was previously entered into in September 2022 in connection with the wind-down. While serving as the sole director and officer of Rebecca Taylor, Inc., Mr. Carroll did not serve as an agent to the Company and was not a related party to the Company. Following the completion of the Transaction, there exists no relationship or arrangement whatsoever between Mr. Carroll and the Company or any of its affiliates. The Transaction was completed pursuant to the SPA, dated May 3, 2024, entered into between the Seller and Nova Acquisitions, LLC. The SPA contains customary representations, warranties and covenants for a transaction of this nature, but does not include any indemnification provisions for the benefit of either party. Following the completion of the Transaction, there is no ongoing involvement between the Company and Rebecca Taylor, Inc. As Rebecca Taylor Inc. was in a net liability position, as a result of the Transaction the Company recognized a gain on sale of subsidiary of $7,634, which is presented in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended November 2, 2024.

Sale of Vince Intellectual Property

On April 21, 2023 the Company entered into the Asset Purchase Agreement (defined below), pursuant to which V Opco agreed to sell and transfer to ABG-Vince LLC (f/k/a ABG-Viking, LLC) ("ABG Vince"), an indirect subsidiary of Authentic, all intellectual property assets related to the business operated under the Vince brand in exchange for total consideration of $76,500 in cash and a 25% membership interest in ABG Vince (the "Asset Sale"). The Asset Sale was consummated in accordance with the terms of the Asset Purchase Agreement on May 25, 2023 (the "Closing Date"). Through the agreement, Authentic owns the majority stake of 75% membership interest in ABG Vince.

 

 

Operating Agreement

On May 25, 2023, in connection with the closing (the "Closing") of the Asset Sale pursuant to the Intellectual Property Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of April 21, 2023, by and among V Opco, ABG Vince, the Company and ABG Intermediate Holdings 2 LLC, V Opco and ABG Vince entered into an Amended and Restated Limited Liability Company Agreement of ABG-Vince, LLC (the "Operating Agreement"), which, among other things, provides for the management of the business and the affairs of ABG Vince, the allocation of profits and losses, the distribution of cash of ABG Vince among its members and the rights, obligations and interests of the members to each other and to V Opco.

The Company accounts for its 25% interest in ABG Vince under the equity method. In applying the equity method, the Company recorded the initial investment at cost and subsequently increases or decreases the carrying amount of the investment by the Company's proportionate share of net income or loss. Distributions received from ABG Vince are recognized as a reduction of the carrying amount of the investment. The Company's proportionate share of ABG Vince's net income or loss is recorded within Equity in net income of equity method investment on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The carrying value for the Company's investment in ABG Vince is recorded within Equity method investment on the Condensed Consolidated Balance Sheets. The Company records its share of net income or loss using a one-month lag. This convention does not materially impact the Company's results.

The Company reviews its investment in ABG Vince for impairment when events or changes in circumstances indicate that an other-than-temporary decline in value may have occurred. If the carrying value of the investment exceeds its fair value and the loss in value is other than temporary, the investment is considered impaired and reduced to fair value, and the impairment is recognized in the period identified. Factors providing evidence of such a loss include changes in ABG Vince's operations or financial condition, significant continuing losses, and significant negative economic conditions, among others. During the three and nine months ended November 1, 2025 and the fiscal year 2024, there was no impairment of the investment in ABG Vince.

License Agreement

On May 25, 2023, in connection with the Closing, V Opco and ABG Vince entered into a License Agreement (the "License Agreement"), which provides V Opco with a license to use the Licensed Property in the Territory, which is defined as the United States, Canada, Andorra, Austria, Germany, Switzerland, Belgium, Netherlands, Luxembourg, France, Monaco, Liechtenstein, Italy, San Marino, Vatican City, Iceland, Norway, Denmark, Sweden, Finland, Spain, Portugal, Greece, Republic of Cyprus (excluding Northern Cyprus), United Kingdom, Ireland, Australia, New Zealand, Mainland China, Hong Kong, Macau, Taiwan, Singapore, Japan and Korea (the "Core Territory"), together with all other territories (the "Option Territory"), to the Approved Accounts (each as defined in the License Agreement). V Opco is required to operate and maintain a minimum of 45 Retail Stores and Shop-in-Shops in the Territory. The Option Territory may be changed unilaterally by ABG Vince at any time after the effective date of the License Agreement.

Additionally, the License Agreement provides V Opco with a license to use the Licensed Property to design, manufacture, promote, market, distribute, and sell ready-to-wear Sportswear Products and Outerwear Products (the "Core Products") and Home Décor and Baby Layettes (the "Option Products," together with the Core Products, the "Licensed Products"), which Option Products may be changed unilaterally by ABG Vince at any time after the effective date of the License Agreement.

The initial term of the License Agreement began on May 25, 2023, the date on which the Closing actually occurred, and ends at the end of the Company's 2032 fiscal year, unless sooner terminated pursuant to the terms of the License Agreement. V Opco has the option to renew the License Agreement on the terms set forth in the License Agreement for eight consecutive periods of ten years each, unless the License Agreement is sooner terminated pursuant to its terms or V Opco is in material breach of the License Agreement and such breach has not been cured within the specified cure period. V Opco may elect not to renew the term for a renewal term.

V Opco is required to pay ABG Vince a royalty on net sales of Licensed Products and committed to an annual guaranteed minimum royalty of $11,000 and annual minimum net sales as specified in the License Agreement, in each case, during the initial term of the License Agreement, except that the guaranteed minimum royalty and minimum net sales for the first contract year during the initial term was prorated to the period beginning on the Closing Date and ended at the end of the Company's 2023 fiscal year. The annual guaranteed minimum royalty and annual minimum net sales for each subsequent renewal term is equal to the greater of (i) a percentage as set forth in the License Agreement of the guaranteed minimum net royalty or the minimum net sales (as applicable) of the immediately preceding contract year, and (ii) the average of actual Royalties (as defined in the License Agreement, with respect to the guaranteed minimum royalty) or actual Net Sales (as defined in the License Agreement, with respect to the annual minimum net sales) during certain years as set forth in the License Agreement of the preceding initial term or renewal term (as applicable). V Opco is required to pay royalties comprised of a low single digit percentage of net sales arising from retail and e-commerce sales of Licensed Products and a mid single digit percentage of net sales arising from wholesale sales of such Licensed Products.

In the event that the annual guaranteed minimum royalty paid to ABG Vince in any given contract year is greater than the actual royalties earned by ABG Vince in the same contract year, the difference between the royalty actually earned and the annual

guaranteed minimum royalty paid is credited for the next two contract years against any amount of royalty earned by ABG Vince in excess of the annual guaranteed minimum royalty paid during each such contract year, if any. Royalty expense is included within Cost of product sold on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

 

 

P180 Acquisition

On January 22, 2025, P180 Vince Acquisition Co. (“P180”) purchased 8,481,318 shares of common stock of the Company, which constituted approximately 67% of the Company’s outstanding common stock, from affiliates of Sun Capital in a privately negotiated stock purchase transaction (the “P180 Acquisition”) for approximately $19,800 in cash. Of these purchased shares, 1,262,933 were held back at the closing by the affiliates of Sun Capital and all or a portion of such shares will be transferred to P180 in the event the remaining outstanding obligations under the Sun Amended Credit Agreement are purchased by P180 (or any of its affiliates or designees) from SK Financial Services, or otherwise repaid in full, prior to September 22, 2025. P180 will forfeit its right to, and such affiliates of Sun Capital will be entitled to retain, a portion of such held back shares if such purchase or repayment occurs after January 24, 2025, and P180 will forfeit its right to all held back shares if such purchase or repayment does not occur on or prior to September 22, 2025. The affiliates of Sun Capital agreed to various voting, transfer and other restrictions on the held back shares. As a purchase or repayment of the remaining outstanding obligations under the Sun Amended Credit Agreement has not occurred on or prior to September 22, 2025, P180 has forfeited its right to all held back shares.

In connection with the P180 Acquisition, on January 22, 2025, V Opco entered into the First Amendment (the “First Amendment”) to its 2023 Revolving Credit Facility or "ABL Credit Agreement", and, simultaneously with the entry into the First Amendment, entered into the Fifth Amendment (the “Third Lien Fifth Amendment”) to its Third Lien Credit Facility or "Sun Credit Agreement" and paid $15,000 to SK Financial Services, LLC with the proceeds from additional borrowings under the 2023 Revolving Credit Facility as repayment of $20,000 in outstanding principal amount of the loans outstanding under the Third Lien Credit Facility (such pay-down transaction, the “Sun Debt Paydown”). In addition, in connection with the P180 Acquisition, P180 acquired and assumed from SK Financial Services LLC approximately $7,000 of the remaining outstanding balance owed by the Company under the Third Lien Credit Facility. Immediately thereafter, P180 agreed to forgive and cancel such $7,000 (the “P180 Debt Forgiveness”) such that there remained outstanding an aggregate of approximately $7,500 under the Third Lien Credit Facility, which will continue to accrue interest in accordance with, and otherwise be subject to the terms and conditions set forth in, the Third Lien Credit Facility. In addition, pursuant to the Debt Forgiveness, P180 and its parent company, P180, Inc., agreed to reimburse the Company for its fees and expenses associated with the transactions relating to the P180 Acquisition. See Note 4 "Long Term Debt and Financing Arrangements" for additional discussion.

The Company determined that the changes to the 2023 Revolving Credit Facility under the First Amendment did not result in a change to the borrowing capacity of the arrangement, and therefore $458 of costs incurred in connection with the First Amendment were deferred and will be recognized over the term of the arrangement, which is presented within Other assets on the Condensed Consolidated Balance Sheets.

The Company determined that modification to the Third Lien Credit Facility under the Fifth Amendment and the corresponding Sun Debt Paydown and P180 Debt Forgiveness should be recorded as debt extinguishment of the Third Lien Credit Facility in accordance with ASC 470. The Company derecognized the old debt and recorded the new debt at fair value in the amount of $7,713, and a gain upon extinguishment in the amount of $11,575 in the fourth quarter of fiscal 2024. As Sun Capital and affiliates and P180 maintained an equity interest in the Company, the gain on extinguishment was recorded as a capital contribution within equity.

SK Financial Services, LLC is an affiliate of Sun Capital Partners, Inc. (“Sun Capital”), whose affiliates owned approximately 67% of the Company’s outstanding common stock prior to the P180 Acquisition. Immediately following the P180 Acquisition in January 2025, affiliates of Sun Capital owned less than 10% of the Company’s outstanding common stock. As of November 1, 2025, Sun Capital and affiliates of Sun Capital own no shares of the Company’s outstanding common stock.
v3.25.3
Fair Value Measurements
 9 Months Ended
Nov. 01, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 3. Fair Value Measurements

We define the fair value of a financial instrument as the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are responsible for the determination of the value of the investments carried at fair value and the supporting methodologies and assumptions. The Company's financial assets and liabilities are to be measured using inputs from three levels of the fair value hierarchy as follows:

 

Level 1—

 

quoted market prices in active markets for identical assets or liabilities

 

 

 

Level 2—

 

observable market-based inputs (quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active) or inputs that are corroborated by observable market data

 

 

 

Level 3—

 

significant unobservable inputs that reflect the Company's assumptions and are not substantially supported by market data

The Company did not have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at November 1, 2025 or February 1, 2025. At November 1, 2025 and February 1, 2025, the Company believes that the carrying values of cash and cash equivalents, receivables, and accounts payable approximate fair value, due to the short-term maturity of these instruments. The Company's debt obligations with a carrying value of $36,061 and $19,156 as of November 1, 2025 and February 1, 2025, respectively, are at variable interest rates. Borrowings under the Company's 2023 Revolving Credit Facility are recorded at carrying value, which approximates fair value due to the frequent nature of such borrowings and repayments. The Company considers this as a Level 2 input. The carrying values of the Company's Third Lien Credit Facility as of November 1, 2025 and February 1, 2025 approximate fair value, due to the variable rates associated with this obligation. The Company considers this a Level 3 input.

The Company's non-financial assets, which primarily consist of operating lease right-of-use ("ROU") assets and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at their carrying values. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable, non-financial assets are assessed for impairment and, if applicable, written down to (and recorded at) fair value. There was no impairment of non-financial assets during the three and nine months ended November 1, 2025.

The inputs used in determining the fair value of the ROU assets are the current comparable market rents for similar properties and a store discount rate. The fair value of the property and equipment is based on its estimated liquidation value. The measurement of fair value of these assets are considered Level 3 valuations as certain of these inputs are unobservable and are estimated to be those that would be used by market participants in valuing these or similar assets.
v3.25.3
Long-Term Debt and Financing Arrangements
 9 Months Ended
Nov. 01, 2025
Debt Disclosure [Abstract]  
Long-Term Debt and Financing Arrangements

Note 4. Long-Term Debt and Financing Arrangements

Debt obligations consisted of the following:

 

 

 

November 1,

 

 

February 1,

 

(in thousands)

 

2025

 

 

2025

 

Long-term debt:

 

 

 

 

 

 

Revolving Credit Facilities

 

$

27,563

 

 

$

11,413

 

Third Lien Credit Facility

 

 

8,498

 

 

 

7,743

 

Total long-term debt

 

$

36,061

 

 

$

19,156

 

 

2023 Revolving Credit Facility

On June 23, 2023, V Opco, entered into a new $85,000 senior secured revolving credit facility (the "2023 Revolving Credit Facility") pursuant to a Credit Agreement (the "2023 Revolving Credit Agreement") by and among V Opco, the guarantors named therein, Bank of America, N.A. ("BofA"), as Agent, the other lenders from time to time party thereto, and BofA Securities, Inc., as sole lead arranger and sole bookrunner.

All outstanding amounts under the 2018 Revolving Credit Facility (as defined below) were repaid in full and such facility was terminated pursuant to the terms thereof as a result of all parties completing their obligations under such facility.

The 2023 Revolving Credit Facility provides for a revolving line of credit of up to the lesser of (i) the Borrowing Base (as defined in the 2023 Revolving Credit Agreement) and (ii) $85,000, as well as a letter of credit sublimit of $10,000. The 2023 Revolving Credit Agreement also permits V Opco to request an increase in aggregate commitments under the 2023 Revolving Credit Facility of up to $15,000, subject to customary terms and conditions. The 2023 Revolving Credit Facility matures on the earlier of June 23, 2028, and 91 days prior to the earliest maturity date of any Material Indebtedness (as defined in the 2023 Revolving Credit Agreement), including the subordinated indebtedness pursuant to the Third Lien Credit Agreement.

Interest is payable on the loans under the 2023 Revolving Credit Facility, at Vince LLC's request, either at Term SOFR, the Base Rate, or SOFR Daily Floating Rate, in each case, with applicable margins subject to a pricing grid based on an average daily excess availability calculation. The "Base Rate" means, for any day, a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate for such day, plus 0.5%; (ii) the rate of interest in effect for such day as publicly announced from time to time by BofA as its prime rate; (iii) the SOFR Daily Floating Rate on such day, plus 1.0%; and (iv) 1.0%. During the continuance of certain specified events of default, at the election of BofA in its capacity as Agent, interest will accrue at a rate of 2.0% in excess of the applicable non-default rate.

The applicable margins for SOFR Term and SOFR Daily Floating Rate Loans are: (i) 2.0% when the average daily Excess Availability (as defined in the 2023 Revolving Credit Agreement) is greater than 66.7% of the Loan Cap (as defined in the 2023 Revolving Credit Agreement); (ii) 2.25% when the average daily Excess Availability is greater than or equal to 33.3% but less than or equal to 66.7% of the Loan Cap; and (iii) 2.5% when the average daily Excess Availability is less than 33.3% of the Loan Cap. The applicable margins for Base Rate Loans are: (a) 1.0% when the average daily Excess Availability is greater than 66.7% of the Loan Cap; (b) 1.25% when the average daily Excess Availability is greater than or equal to 33.3% but less than or equal to 66.7% of the Loan Cap; and (c) 1.5% when the average daily Excess Availability is less than 33.3% of the Loan Cap. In accordance with the First Amendment, from the First Amendment Effective Date (January 21, 2025) until the first Adjustment Date occurring after the twelve (12) month anniversary of the First Amendment Effective Date, the applicable margin will be 2.50% with respect to SOFR Term Loans and SOFR Daily Floating Rate Loans and 1.50% with respect to Base Rate Loans.

The 2023 Revolving Credit Facility contains a financial covenant requiring Excess Availability at all times to be no less than the greater of (i) 10.0% of the Loan Cap in effect at such time and (ii) $7,500.

The 2023 Revolving Credit Facility contains representations and warranties, covenants and events of default that are customary for this type of financing, including limitations on the incurrence of additional indebtedness, liens, burdensome agreements, investments, loans, asset sales, mergers, acquisitions, prepayment of certain other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of its business or its fiscal year. The 2023 Revolving Credit Facility generally permits dividends in the absence of any default or event of default (including any event of default arising from a contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend and on a pro forma basis for the 30-day period immediately preceding such dividend, Excess Availability will be at least the greater of 20.0% of the Loan Cap and $15,000 and (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio (as defined in the 2023 Revolving Credit Agreement) for the 12 months preceding such dividend will be greater than or equal to 1.0 to 1.0. In accordance with the First Amendment, V Opco shall not make certain Restricted Payments as defined in the Agreement until the earlier of (i) the date that is eighteen (18) month anniversary of the First Amendment Effective Date, which date is July 21, 2026 and (ii) the first date following the twelve (12) month anniversary of the First Amendment Effective Date on which the Consolidated Fixed Charge Coverage Ratio is greater than or equal to 1.0 to 1.0.

All obligations under the 2023 Revolving Credit Facility are guaranteed by the Company and Vince Intermediate and any future subsidiaries of the Company (other than Excluded Subsidiaries as defined in the 2023 Revolving Credit Agreement) and secured by a lien on substantially all of the assets of the Company, V Opco and Vince Intermediate and any future subsidiary guarantors, other than among others, equity interests in ABG Vince, as well as the rights of V Opco under the License Agreement.

No financing costs were incurred during the three and nine months ended November 1, 2025. The Company incurred $0 and $8 of financing costs during the three and nine months ended November 2, 2024, respectively. In fiscal 2024, the Company incurred $466 (of which $458 were incurred in connection with the P180 Acquisition) of financing costs. In accordance with ASC Topic 470, "Debt", these financing costs were recorded as deferred debt issuance costs (which is presented within Other assets on the Condensed Consolidated Balance Sheets) and are amortized over the term of the 2023 Revolving Credit Facility.

As of November 1, 2025, the Company was in compliance with applicable covenants. As of November 1, 2025, $47,255 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $27,563 of borrowings outstanding and $6,191 of letters of credit outstanding under the 2023 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2023 Revolving Credit Facility as of November 1, 2025 was 6.6%.

On January 22, 2025, V Opco, LLC entered into that certain First Amendment (the “First Amendment”) to the 2023 Revolving Credit Agreement. The First Amendment amends the 2023 Revolving Credit Agreement to, among other things, (a) consent to the P180 Acquisition (see Note 2 "Recent Transactions" for additional information); (b) provide that, until the first Adjustment Date following January 22, 2026, the applicable margin will be 2.50% with respect to SOFR Term Loans and SOFR Daily Floating Rate Loans and 1.50% with respect to Base Rate Loans; (c) eliminate the ability to make certain Restricted Payments until the earlier of (i) the date that is eighteen (18) month anniversary of the First Amendment Effective Date, which date is July 21, 2026 and (ii) the first date following the twelve (12) month anniversary of the First Amendment Effective Date on which the Consolidated Fixed Charge Coverage Ratio is greater than or equal to 1.0 to 1.0; and (d) until January 22, 2026, modify the thresholds applicable for the Agent’s rights to conduct field exams and inventory appraisals to Excess Availability being less than the greater of 25% of Loan Cap and $18,750 and, following January 24, 2026, such thresholds shall revert back to Excess Availability being less than the greater of 20% of Loan Cap and $15,000.

Third Lien Credit Facility

On December 11, 2020, V Opco entered into a $20,000 subordinated term loan credit facility (the "Third Lien Credit Facility") pursuant to a credit agreement (the "Third Lien Credit Agreement"), as amended from time to time, dated December 11, 2020, by and among V Opco, as the borrower, VHC and Vince Intermediate, as guarantors, and SK Financial Services, LLC ("SK Financial"), as administrative agent and collateral agent, and other lenders from time to time party thereto. The proceeds were received on December 11, 2020 and were used to repay a portion of the borrowings outstanding under the 2018 Revolving Credit Facility.

SK Financial is an affiliate of Sun Capital Partners, Inc. ("Sun Capital"). The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company's Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors. Immediately prior to the P180 Acquisition, the affiliates of Sun Capital owned approximately 67% of the Company's common stock.

Interest on loans under the Third Lien Credit Facility is payable in kind at a rate revised in connection with the Third Lien Third Amendment (as defined and discussed below) to be equal to the Daily Simple SOFR, subject to a credit spread adjustment of 0.10% per annum, plus 9.0%. During the continuance of certain specified events of default, interest may accrue on the loans under the Third Lien Credit Facility at a rate of 2.0% in excess of the rate otherwise applicable to such amount.

The Company had incurred $485 in deferred financing costs associated with the Third Lien Credit Facility, of which a $400 closing fee is payable in kind and was added to the principal balance. These deferred financing costs were recorded as deferred debt issuance costs. In connection with the debt extinguishment (see below), unamortized debt issuance costs of $179 were included in the calculation of the gain on extinguishment.

All obligations under the Third Lien Credit Facility are guaranteed by the Company, Vince Intermediate and the Company's existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries and are secured on a junior basis relative to the 2023 Revolving Credit Facility by a lien on substantially all of the assets of the Company, Vince Intermediate, V Opco and the Company's existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries.

On April 21, 2023, V Opco entered into that certain Consent and Third Amendment to Credit Agreement (the "Third Lien Third Amendment"), which, among other things, (a) permitted the sale of the intellectual property of the Vince Business contemplated in the Asset Sale, (b) replaced LIBOR as an interest rate benchmark in favor of Daily Simple SOFR, subject to a credit spread adjustment of 0.10% per annum, plus 9.0% (c) amended the Third Lien Credit Agreement's maturity date to the earlier of (i) March 30, 2025 and (ii) 180 days after the maturity date under the 2018 Revolving Credit Facility, (d) reduced the capacity to incur indebtedness and liens, make investments, restricted payments and dispositions and repay certain indebtedness and (e) modified certain representations and warranties, covenants and events of default in respect of documentation related to the Asset Sale. The Third Lien Third Amendment became effective upon the consummation of the Asset Sale, the prepayment of the Term Loan Credit Facility in full and other transactions contemplated by the Asset Purchase Agreement.

On June 23, 2023, V Opco entered into the Fourth Amendment (the "Third Lien Fourth Amendment") to the Third Lien Credit Agreement which, among other things, (a) extended the Third Lien Credit Agreement's maturity date to the earlier of (i) September 30, 2028 and (ii) 91 days prior to the earliest maturity date of any Material Indebtedness (as defined therein) other than the 2023 Revolving Credit Facility and (b) modified certain representations and warranties, covenants and events of default in respect of documentation conforming to the terms of the 2023 Revolving Credit Facility.

On January 22, 2025, V Opco entered into the Fifth Amendment (the “Third Lien Fifth Amendment”) to the Third Lien Credit Agreement which, among other things, consented to the P180 Acquisition. On the same day, V Opco paid $15,000 to SK Financial Services, LLC using proceeds from the 2023 Revolving Credit Facility, which resulted in a pay-down of $20,000 of the Third Lien

Credit Facility (the “Sun Debt Paydown”). In addition, in connection with the P180 Acquisition, P180 acquired and assumed $7,000 of the Third Lien Credit Facility outstanding and immediately thereafter cancelled such $7,000 (the “P180 Debt Forgiveness”). Following the Sun Debt Paydown and P180 Debt Forgiveness, the outstanding principal amount of the Third Lien Credit Facility was reduced by approximately $27,000 with $7,500 remaining outstanding, which will continue to accrue PIK interest in accordance with, and otherwise be subject to, the terms and conditions therein.

The Company determined that modification to the Third Lien Credit Facility under the Fifth Amendment and the corresponding Sun Debt Paydown and P180 Debt Forgiveness should be recorded as debt extinguishment of the Third Lien Credit Facility in accordance with ASC 470. In the fourth quarter of fiscal 2024, the Company derecognized the old debt and recorded the new debt at fair value in the amount of $7,713, and a gain upon extinguishment in the amount of $11,575. As Sun Capital and affiliates and P180 maintained an equity interest in the Company, the gain on extinguishment was recorded as a capital contribution within equity.

v3.25.3
Inventory
 9 Months Ended
Nov. 01, 2025
Inventory Disclosure [Abstract]  
Inventory

Note 5. Inventory

Inventories consisted of finished goods. As of November 1, 2025 and February 1, 2025, finished goods, net of reserves were $75,852 and $59,146, respectively.
v3.25.3
Share-Based Compensation
 9 Months Ended
Nov. 01, 2025
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

Note 6. Share-Based Compensation

Employee Stock Plans

Vince 2013 Incentive Plan

In connection with the IPO, the Company adopted the Vince 2013 Incentive Plan, which provides for grants of stock options, stock appreciation rights, restricted stock and other stock-based awards. In May 2018, the Company filed a Registration Statement on Form S-8 to register an additional 660,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. Additionally, in September 2020, the Company filed a Registration Statement on Form S-8 to register an additional 1,000,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. The aggregate number of shares of common stock which may be issued or used for reference purposes under the Vince 2013 Incentive Plan or with respect to which awards may be granted may not exceed 2,000,000 shares. The shares available for issuance under the Vince 2013 Incentive Plan may be, in whole or in part, either authorized and unissued shares of the Company's common stock or shares of common stock held in or acquired for the Company's treasury. In general, if awards under the Vince 2013 Incentive Plan are canceled for any reason, or expire or terminate unexercised, the shares covered by such award may again be available for the grant of awards under the Vince 2013 Incentive Plan. As of November 1, 2025, there were 231,462 shares under the Vince 2013 Incentive Plan available for future grants. Options granted pursuant to the Vince 2013 Incentive Plan typically vest in equal installments over four years, subject to the employees' continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan. Restricted stock units ("RSUs") granted typically vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees' continued employment. In November 2023, the Vince 2013 Incentive Plan was amended to, among others, extend the plan expiration date to November 2033.

Stock Options

A summary of stock option activity for the nine months ended November 1, 2025 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value
(in thousands)

 

Outstanding at February 1, 2025

 

 

—

 

 

$

—

 

 

 

—

 

 

$

—

 

Granted

 

 

420,150

 

 

$

1.54

 

 

 

 

 

 

 

Exercised

 

 

—

 

 

$

—

 

 

 

 

 

 

 

Forfeited or expired

 

 

(21,300

)

 

$

1.47

 

 

 

 

 

 

 

Outstanding at November 1, 2025

 

 

398,850

 

 

$

1.55

 

 

 

9.6

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at November 1, 2025

 

 

—

 

 

$

—

 

 

 

—

 

 

$

—

 

 

 

 

 

 

Restricted Stock Units

A summary of restricted stock unit activity for the nine months ended November 1, 2025 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at February 1, 2025

 

 

366,399

 

 

$

2.25

 

Granted

 

 

5,000

 

 

$

2.04

 

Vested

 

 

(167,425

)

 

$

2.54

 

Forfeited

 

 

—

 

 

$

—

 

Non-vested restricted stock units at November 1, 2025

 

 

203,974

 

 

$

2.01

 

 

Share-Based Compensation Expense

The Company recognized share-based compensation expense of $91 and $307, including expense of $62 and $87 related to non-employees, during the three months ended November 1, 2025 and November 2, 2024, respectively. The Company recognized share-based compensation expense of $333 and $557, including expense of $221 and $237 related to non-employees, during the nine months ended November 1, 2025 and November 2, 2024, respectively.

v3.25.3
Stockholders' Equity
 9 Months Ended
Nov. 01, 2025
Equity [Abstract]  
Stockholders' Equity

Note 7. Stockholders' Equity

At-the-Market Offering

On June 30, 2023, the Company entered into a Sales Agreement (the “Virtu Sales Agreement”) with Virtu Americas LLC ("Virtu"), as sales agent and/or principal (the "Virtu At-the-Market Offering") under which the Company was able to sell from time to time through Virtu shares of the Company's common stock, par value $0.01 per share, having an offering price of up to $7,825, and any shares were to be issued pursuant to the Company's previously filed shelf registration statement on Form S-3, which was declared effective on September 21, 2021 (the “2021 S-3 Registration Statement”). Under the 2021 S-3 Registration Statement, the Company was able to offer and sell up to 3,000,000 shares of common stock from time to time in one or more offerings at prices and terms to be determined at the time of the sale.

Following the expiration of the 2021 S-3 Registration Statement, on September 23, 2024, the Company filed a replacement shelf registration statement on Form S-3, which was declared effective on October 3, 2024 (the "2024 S-3 Registration Statement"). Under the 2024 S-3 Registration Statement, the Company may offer and sell up to $10 million of shares of common stock from time to time in one or more offerings at prices and terms to be determined at the time of the sale. The 2024 S-3 Registration Statement also included a prospectus supplement, whereby the Company may offer and sell from time to time under the Virtu Sales Agreement shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $2,925.

During the three and nine months ended November 1, 2025, the Company issued and sold 370,878 shares of common stock under the Virtu At-the-Market Offering for aggregate net proceeds of $1,291 at an average price of $3.55 per share. At November 1, 2025, $1,607 was available under the Virtu At-the-Market Offering.
v3.25.3
Earnings Per Share
 9 Months Ended
Nov. 01, 2025
Earnings Per Share [Abstract]  
Earnings Per Share

Note 8. Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Except when the effect would be anti-dilutive, diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding plus the dilutive effect of share-based awards calculated under the treasury stock method. In periods when the Company incurs a net loss, share-based awards are excluded from the calculation of earnings per share as their inclusion would have an anti-dilutive effect.

The following is a reconciliation of weighted average basic shares to weighted average diluted shares outstanding:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

November 1,

 

 

November 2,

 

 

November 1,

 

 

November 2,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Weighted-average shares—basic

 

 

13,143,808

 

 

 

12,604,528

 

 

 

12,957,013

 

 

 

12,560,720

 

Effect of dilutive equity securities

 

 

73,200

 

 

 

93,660

 

 

 

85,316

 

 

 

54,240

 

Weighted-average shares—diluted

 

 

13,217,008

 

 

 

12,698,188

 

 

 

13,042,329

 

 

 

12,614,960

 

 

For the three and nine months ended November 1, 2025, 319,983 and 261,881, respectively, of weighted average shares were excluded from the computation of weighted average shares for diluted earnings per share, as their effect would have been anti-dilutive. For the three and nine months ended November 2, 2024, 203,533 and 399,190, respectively, of weighted average shares were excluded from the computation of weighted average shares for diluted earnings per share, as their effect would have been anti-dilutive.
v3.25.3
Commitments and Contingencies
 9 Months Ended
Nov. 01, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 9. Commitments and Contingencies

Litigation

The Company is a party to legal proceedings, compliance matters, environmental, as well as wage and hour and other labor claims that arise in the ordinary course of business. Although the outcome of such items cannot be determined with certainty, management believes that the ultimate outcome of these items, individually and in the aggregate, will not have a material adverse impact on the Company's financial position, results of operations or cash flows.

Contingencies

Beginning in 2020, the U.S. government enacted various relief packages in response to the COVID-19 pandemic, one of which was the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). The CARES Act included, among other items, provisions relating to refundable employee retention payroll tax credits. The Company applied for these employee retention tax credits relating to the first and second quarters of 2021. Due to uncertainties regarding approval by the Internal Revenue Service of the Company's eligibility for the credit and the complex nature of the Employee Retention Credit ("ERC") computations, the Company accounts for the ERC by analogy to ASC 450-30, Contingencies - Gain Contingencies. In accordance with ASC 450-30, the ERC is recognized after the related contingency is resolved and deemed realizable, which the Company has determined is upon receipt of payment and completion of any potential audit or examination or the expiration of the related statute of limitations.

In the second quarter of fiscal 2025, the Company received payments totaling $7,173 from the U.S. Department of the Treasury relating to the ERC for the first and second quarters of 2021, including $1,560 in interest. As the related statute of limitations expired, the Company recorded the ERC benefit of $5,613 within Selling, general and administrative ("SG&A") expenses as an offset to compensation expense and recorded $1,560 as Other (income) in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended November 1, 2025.

v3.25.3
Income Taxes
 9 Months Ended
Nov. 01, 2025
Income Tax Disclosure [Abstract]  
Income Taxes

Note 10. Income Taxes

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year. Section 382 of the Internal Revenue Code of 1986 (“IRC”) subjects the future utilization of net operating losses to an annual limitation in the event of certain ownership changes, as defined ("382 limitation"). The Company determined that under Section 382, the P180 Acquisition resulted in an ownership change in January 2025. Thus, the Company’s ability to offset current year taxable income with net operating loss carryforwards is limited.

The provision for income taxes for the three months ended November 1, 2025 is $2,002.

For the six months ended August 2, 2025, the Company incurred year-to-date ordinary pre-tax losses for the interim period and was anticipating annual ordinary pre-tax income for the fiscal year. At that time, the Company determined that it was more likely than not that the tax benefit of the year-to-date ordinary pre-tax loss would not be realized in the current or future years and as such, did not recognize a tax benefit as tax provisions for the interim periods should not be recognized until the Company has year-to-date ordinary pre-tax income. In the nine months ended November 1, 2025, the Company has year-to-date ordinary pre-tax income, and therefore recorded in the third quarter of fiscal 2025 a provision for income taxes reflecting the impact of applying the Company's estimated effective tax rate for the fiscal year to the year-to-date ordinary pre-tax income. Due to the 382 limitation, the Company is unable to fully offset its current taxable income for the period with net operating loss carryforwards.

The provision for income taxes of $2,060 for the nine months ended November 1, 2025 consists of $2,002 of ordinary tax expense recorded during the third quarter of fiscal 2025 and a discrete tax expense of $58 recorded during the second quarter of fiscal 2025 relating to interest received in connection with the ERC.

The provision for income taxes for the three months ended November 2, 2024 was $0 as the Company had year-to-date ordinary pre-tax losses for the interim period and was anticipating annual ordinary pre-tax income for the fiscal year.

The benefit for income taxes of $1,681 for the nine months ended November 2, 2024 represents the discrete tax benefit recorded during the first quarter of fiscal 2024 primarily recognized from the reversal of a portion of the non-cash deferred tax liability related to the Company's equity method investment, which a portion can now be used as a source of income to support the realization of certain deferred tax assets related to the Company's net operating losses.

Each reporting period, the Company evaluates the realizability of its deferred tax assets and has maintained a full valuation allowance against its deferred tax assets. These valuation allowances will be maintained until there is sufficient positive evidence to conclude that it is more likely than not that these deferred tax assets will be realized.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law by President Trump. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to

the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBBA did not have a material impact on the Company's income tax provision for the three and nine months ended November 1, 2025. We are continuing to evaluate the full year impact of the OBBBA and, based on our preliminary analysis, we do not anticipate a material effect on our consolidated financial statements for the year ended January 31, 2026.
v3.25.3
Leases
 9 Months Ended
Nov. 01, 2025
Leases [Abstract]  
Leases

Note 11. Leases

The Company determines if a contract contains a lease at inception. The Company has operating leases for real estate (primarily retail stores, storage, and office spaces) some of which have initial terms of 10 years, and in many instances can be extended for an additional term, while certain recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms when evaluating certain markets. The Company will not include renewal options in the underlying lease term unless the Company is reasonably certain to exercise the renewal option. Substantially all of the Company's leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount. These percentage rent expenses are considered as variable lease costs and are recognized in the consolidated financial statements when incurred. In addition, the Company's real estate leases may also require additional payments for real estate taxes and other occupancy-related costs which it considers as non-lease components.

ROU assets and operating lease liabilities are recognized based upon the present value of the future lease payments over the lease term. As the Company's leases do not provide an implicit borrowing rate, the Company uses an estimated incremental borrowing rate based upon a combination of market-based factors, such as market quoted forward yield curves and company specific factors, such as the Company's credit rating, lease size and duration to calculate the present value.

Total lease cost is included in SG&A expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and is recorded net of sublease income. Some leases have a non-cancelable lease term of less than one year and therefore, the Company has elected to exclude these short-term leases from its ROU asset and lease liabilities. Short term lease costs were immaterial for the three and nine months ended November 1, 2025 and November 2, 2024. The Company's lease cost is comprised of the following:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

November 1,

 

 

November 2,

 

 

November 1,

 

 

November 2,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating lease cost

 

$

5,716

 

 

$

5,388

 

 

$

17,161

 

 

$

16,339

 

Variable operating lease cost

 

 

143

 

 

 

65

 

 

 

237

 

 

 

217

 

Sublease income

 

 

(217

)

 

 

(72

)

 

 

(649

)

 

 

(72

)

Total lease cost

 

$

5,642

 

 

$

5,381

 

 

$

16,749

 

 

$

16,484

 

 

As of November 1, 2025, the future maturity of lease liabilities are as follows:

 

 

 

 

 

November 1,

 

(in thousands)

 

 

 

2025

 

Fiscal 2025

 

 

 

$

6,019

 

Fiscal 2026

 

 

 

 

22,873

 

Fiscal 2027

 

 

 

 

20,488

 

Fiscal 2028

 

 

 

 

19,689

 

Fiscal 2029

 

 

 

 

18,456

 

Thereafter

 

 

 

 

45,233

 

Total lease payments

 

 

 

 

132,758

 

Less: Imputed interest

 

 

 

 

(26,815

)

Total operating lease liabilities

 

 

 

$

105,943

 

In fiscal 2024, the Company entered into a sublease with a third party for the 18th Floor of the Company’s corporate offices in New York, NY, for a period of three years with no option to renew. In accordance with ASC Topic 842, the Company treated the sublease as a separate lease, as the Company was not relieved of the primary obligation under the original lease. The Company continues to account for the corporate office lease as a lessee and in the same manner as prior to the commencement date of the sublease. The Company accounted for the sublease as a lessor of the lease. The sublease was classified as an operating lease, as it did not meet the criteria of a sales-type or direct financing lease.

As of November 1, 2025, future minimum tenant operating lease payments remaining under this sublease were approximately $1,800, with a remaining sublease term of 1.9 years.

The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of November 1, 2025. As of November 1, 2025, there were no leases signed but not yet commenced.

v3.25.3
Segment Financial Information
 9 Months Ended
Nov. 01, 2025
Segment Reporting [Abstract]  
Segment Financial Information

Note 12. Segment Financial Information

The Company has identified two reportable segments based on the information used by its chief operating decision maker (“CODM”). The CODM has been identified as the Chief Executive Officer. Management considered both similar and dissimilar economic characteristics, internal reporting and management structures, as well as products, customers, and supply chain logistics to identify the following reportable segments:

•
Vince Wholesale segment—consists of the Company's operations to distribute Vince brand products to major department stores and specialty stores in the United States and select international markets;
•
Vince Direct-to-consumer segment—consists of the Company's operations to distribute Vince brand products directly to the consumer through its Vince branded full-price specialty retail stores, outlet stores, and e-commerce platform.

During fiscal 2024, as a result of the completion of the wind down and sale (see Note 2 "Recent Transactions"), and the determination by the CODM that Parker would not be considered in the Company’s future operating plans, Rebecca Taylor and Parker was no longer determined to be an operating segment of the Company. The financial results of the historical Rebecca Taylor and Parker reportable segment are included as an other reconciling item in the table below.

The accounting policies of the Company's reportable segments are consistent with those described in Note 1 to the audited consolidated financial statements for the fiscal year ended February 1, 2025 included in the 2024 Annual Report on Form 10-K.

The Company’s CODM evaluates segment performance based on several factors, including Income before income taxes and equity in net income of equity method investment. The CODM uses Income before income taxes and equity in net income of equity method investment as the key performance measure of segment profitability because it excludes the impact of certain items that our CODM believes do not directly reflect our underlying operations, including the impact of income taxes and equity in net income of equity method investment. The CODM also considers budget-to-actual and period-over-period variances for this performance measure when making decisions about the allocation of operating and capital resources to each segment. Unallocated corporate expenses are comprised of SG&A expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges, including interest expense, that are not directly attributable to the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments. Unallocated corporate assets are comprised of the carrying values of the Company's equity method investment and other assets that will be utilized to generate revenue for the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments.

 

Summary information for the Company's reportable segments is presented below.

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Total

 

Three Months Ended November 1, 2025

 

 

 

 

 

 

 

 

 

Net Sales

 

$

52,015

 

 

$

33,111

 

 

$

85,126

 

 

 

 

 

 

 

 

 

 

 

Cost of Products Sold*

 

 

30,371

 

 

 

12,848

 

 

 

43,219

 

Staff and Personnel

 

 

937

 

 

 

5,964

 

 

 

6,901

 

Occupancy

 

 

121

 

 

 

6,728

 

 

 

6,849

 

Marketing and advertising

 

 

380

 

 

 

2,631

 

 

 

3,011

 

Other segment items (1)

 

 

1,772

 

 

 

3,763

 

 

 

5,535

 

Total segment income before income taxes and equity in net income of equity method investment

 

 

18,434

 

 

 

1,177

 

 

 

19,611

 

Unallocated Corporate

 

 

 

 

 

 

 

 

(15,149

)

Total income before income taxes and equity in net income of equity method investment

 

 

 

 

 

 

 

$

4,462

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended November 1, 2025

 

 

 

 

 

 

 

 

 

Net Sales

 

$

127,067

 

 

$

89,233

 

 

$

216,300

 

 

 

 

 

 

 

 

 

 

 

Cost of Products Sold*

 

 

74,659

 

 

 

33,633

 

 

 

108,292

 

Staff and Personnel

 

 

2,766

 

 

 

17,581

 

 

 

20,347

 

Occupancy

 

 

356

 

 

 

19,823

 

 

 

20,179

 

Marketing and advertising

 

 

542

 

 

 

6,723

 

 

 

7,265

 

Other segment items (1)

 

 

3,855

 

 

 

10,885

 

 

 

14,740

 

Total segment income before income taxes and equity in net income of equity method investment

 

 

44,889

 

 

 

588

 

 

 

45,477

 

Unallocated Corporate (3)

 

 

 

 

 

 

 

 

(34,447

)

Total income before income taxes and equity in net income of equity method investment

 

 

 

 

 

 

 

$

11,030

 

 

 

 

 

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Total

 

Three Months Ended November 1, 2024

 

 

 

 

 

 

 

 

 

Net Sales

 

$

48,765

 

 

$

31,397

 

 

$

80,162

 

 

 

 

 

 

 

 

 

 

 

Cost of Products Sold*

 

 

28,164

 

 

 

11,940

 

 

 

40,104

 

Staff and Personnel

 

 

1,019

 

 

 

5,801

 

 

 

6,820

 

Occupancy

 

 

97

 

 

 

6,311

 

 

 

6,408

 

Marketing and advertising

 

 

173

 

 

 

2,212

 

 

 

2,385

 

Other segment items (1)

 

 

1,089

 

 

 

4,519

 

 

 

5,608

 

Total segment income before income taxes and equity in net income of equity method investment

 

 

18,223

 

 

 

614

 

 

 

18,837

 

Unallocated Corporate

 

 

 

 

 

 

 

 

(14,767

)

Total income before income taxes and equity in net income of equity method investment

 

 

 

 

 

 

 

$

4,070

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended November 2, 2024

 

 

 

 

 

 

 

 

 

Net Sales

 

$

126,206

 

 

$

87,296

 

 

$

213,502

 

 

 

 

 

 

 

 

 

 

 

Cost of Products Sold*

 

 

74,675

 

 

 

33,725

 

 

 

108,400

 

Staff and Personnel

 

 

3,127

 

 

 

17,458

 

 

 

20,585

 

Occupancy

 

 

288

 

 

 

19,076

 

 

 

19,364

 

Marketing and advertising

 

 

421

 

 

 

6,079

 

 

 

6,500

 

Other segment items (1)

 

 

2,625

 

 

 

11,806

 

 

 

14,431

 

Total segment income (loss) before income taxes and equity in net income of equity method investment

 

 

45,070

 

 

 

(848

)

 

 

44,222

 

Unallocated Corporate

 

 

 

 

 

 

 

 

(44,344

)

Rebecca Taylor and Parker (2)

 

 

 

 

 

 

 

 

7,633

 

Total income before income taxes and equity in net loss of equity method investment

 

 

 

 

 

 

 

$

7,511

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

November 1, 2025

 

 

November 2, 2024

 

 

November 1, 2025

 

 

November 2, 2024

 

Depreciation and Amortization:

 

 

 

 

 

 

 

 

 

 

 

 

  Vince Wholesale

 

$

81

 

 

$

37

 

 

$

242

 

 

$

83

 

  Vince Direct-to-Consumer

 

 

545

 

 

 

765

 

 

 

1,769

 

 

 

2,314

 

Total Segment Depreciation and Amortization

 

 

626

 

 

 

802

 

 

 

2,011

 

 

 

2,397

 

  Unallocated Corporate

 

 

79

 

 

 

229

 

 

 

228

 

 

 

669

 

Total Depreciation and Amortization

 

$

705

 

 

$

1,031

 

 

$

2,239

 

 

$

3,066

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

  Vince Wholesale

 

$

—

 

 

$

21

 

 

$

333

 

 

$

209

 

  Vince Direct-to-Consumer

 

 

579

 

 

 

951

 

 

 

3,631

 

 

 

2,172

 

Total Segment Capital Expenditures

 

 

579

 

 

 

972

 

 

 

3,964

 

 

 

2,381

 

  Unallocated Corporate

 

 

56

 

 

 

332

 

 

 

201

 

 

 

344

 

Total Capital Expenditures

 

$

635

 

 

$

1,304

 

 

$

4,165

 

 

$

2,725

 

 

 

 

 

As of

 

 

 

November 1, 2025

 

 

February 1, 2025

 

Total Assets:

 

 

 

 

 

 

  Vince Wholesale

 

$

86,762

 

 

$

68,488

 

  Vince Direct-to-Consumer

 

 

108,623

 

 

 

100,114

 

Total Segment Assets

 

 

195,385

 

 

 

168,602

 

  Unallocated Corporate

 

 

50,618

 

 

 

54,133

 

Total Assets

 

$

246,003

 

 

$

222,735

 

 

(1) Other segment items primarily include various third party expenses, banking fees, depreciation and amortization, supplies, and commissions.

(2) Activity for the Rebecca Taylor and Parker reconciling item for the nine months ended November 2, 2024 primarily consists of the gain recognized on the sale of Rebecca Taylor. See Note 2 "Recent Transactions" for further information.

(3) Unallocated Corporate for the nine months ended November 1, 2025 includes the ERC benefit of $7,173. See Note 9 "Commitments and Contingencies" for further information.

* Cost of Products Sold for the three months ended November 1, 2025 includes royalty expenses of $3,216 and $1,000 for the Wholesale and Direct-to-consumer segments, respectively. Cost of Products Sold for the nine months ended November 1, 2025 includes royalty expenses of $7,755 and $2,666 for the Wholesale and Direct-to-consumer segments, respectively. Cost of Products Sold for the three months ended November 2, 2024 includes royalty expenses of $2,975 and $956 for the Wholesale and Direct-to-consumer segments, respectively. Cost of Products Sold for the nine months ended November 2, 2024 includes royalty expenses of $7,706 and $2,626 for the Wholesale and Direct-to-consumer segments, respectively.

v3.25.3
Related Party Transactions
 9 Months Ended
Nov. 01, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

Note 13. Related Party Transactions

Operating Agreement

On May 25, 2023, V Opco, LLC and ABG Vince entered into the Operating Agreement, which, among other things, provides for the management of the business and the affairs of ABG Vince, the allocation of profits and losses, the distribution of cash of ABG Vince among its members and the rights, obligations and interests of the members to each other and to V Opco. See Note 2 "Recent Transactions" for further information.

During the three and nine months ended November 1, 2025, the Company received distributions of cash of $716 and $2,744, respectively, under the Operating Agreement. During the three and nine months ended November 2, 2024, the Company received distributions of cash of $1,452 and $2,699, respectively, under the Operating Agreement.

License Agreement

On May 25, 2023, V Opco and ABG Vince entered into the License Agreement, whereby V Opco is required to pay ABG Vince a royalty on net sales of Licensed Products and committed to an annual guaranteed minimum royalty of $11,000. See Note 2 "Recent Transactions" for further information.

During the three and nine months ended November 1, 2025, the Company paid $4,950 and $13,413 under the License Agreement. As of November 1, 2025 and February 1, 2025, $521 and $3,513, respectively, of accrued royalty expense was included within Other accrued expenses on the Condensed Consolidated Balance Sheets.

P180 Expense Reimbursement

In connection with the P180 Acquisition, P180 agreed to reimburse the Company for certain fees and expenses incurred in connection with such transactions, including the Company’s legal fees as well as the consent fee to BofA. As of November 1, 2025, the Company had recorded approximately $599 of outstanding reimbursements with P180, which are included in Trade receivables.

CaaStle Platform Services

On September 7, 2018, V Opco and CaaStle Inc. (“CaaStle”) entered into a platform services agreement, whereby CaaStle provided logistical services for the Company's Vince Unfold clothing rental service. The agreement was amended on November 1, 2024. Prior to the P180 Acquisition, CaaStle was an unrelated party to the Company. Due to CaaStle’s relationship with P180, as a result of the P180 Acquisition, CaaStle was considered a related party to the Company as of February 1, 2025. Subsequently, due to organizational changes at CaaStle and P180, CaaStle is no longer considered a related party to the Company.

During the three months ended November 1, 2025, the Company recognized $0 of net sales, $0 of cost of products sold and $0 of SG&A expenses from the arrangement. During the nine months ended November 1, 2025, the Company recognized $149 of net sales, $230 of cost of products sold and $195 of SG&A expenses from the arrangement. During the three months ended November 2, 2024, the Company recognized $206 of net sales, $6 of cost of products sold and $324 of SG&A expenses from the arrangement. During the nine months ended November 2, 2024, the Company recognized $906 of net sales, $26 of cost of products sold and $555 of SG&A expenses from the arrangement. As of November 1, 2025 and February 1, 2025, $0 and $24 of outstanding amounts due from CaaStle were included in Trade receivables on the Condensed Consolidated Balance Sheets.

On April 24, 2025, the Company terminated the Vince Unfold program and the platform services agreement in its entirety.

Third Lien Credit Agreement

On December 11, 2020, V Opco entered into the $20,000 Third Lien Credit Facility pursuant to the Third Lien Credit Agreement, by and among V Opco, as the borrower, SK Financial, as agent and lender, and other lenders from time-to-time party thereto. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company's Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors. SK Financial is an affiliate of Sun Capital, whose affiliates, prior to the P180 Acquisition, owned approximately 67% of the Company's common stock. Subsequent to the P180 Acquisition, SK Financial is no longer a related party.

See Note 2 "Recent Transactions" and Note 4 "Long-Term Debt and Financing Arrangements" for additional information.

Sun Capital Consulting Agreement

On November 27, 2013, the Company entered into an agreement with Sun Capital Management to (i) reimburse Sun Capital Management Corp. ("Sun Capital Management") or any of its affiliates providing consulting services under the agreement for out-of-pocket expenses incurred in providing consulting services to the Company and (ii) provide Sun Capital Management with customary indemnification for any such services.

The Company incurred no expenses under the Sun Capital Consulting Agreement during the three and nine months ended November 1, 2025. During the three and nine months ended November 2, 2024, the Company incurred expenses of $6 and $17, respectively, under the Sun Capital Consulting Agreement. Subsequent to the P180 Acquisition, Sun Capital is no longer a related party and the agreement is no longer operative per the terms thereof. See Note 2 "Recent Transactions" for additional information.

Indemnification Agreements

The Company has entered into indemnification agreements with each of its executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the Delaware General Corporation Law.

 

Amended and Restated Certificate of Incorporation

The Company’s amended and restated certificate of incorporation provides that for so long as affiliates of Sun Capital own 30% or more of the Company’s outstanding shares of common stock, Sun Cardinal, a Sun Capital affiliate, has the right to designate a majority of the Company’s Board of Directors. For so long as Sun Cardinal has the right to designate a majority of the Company’s Board of Directors, the directors designated by Sun Cardinal are expected to constitute a majority of each committee of the Company’s Board of Directors (other than the Audit Committee), and the chairperson of each of the committees (other than the Audit Committee) is expected to be a director serving on the committee who is selected by affiliates of Sun Capital, provided that, at such time as the Company is not a “controlled company” under the Nasdaq corporate governance standards, the Company’s committee membership will comply with all applicable requirements of those standards and a majority of the Company’s Board of Directors will be “independent directors,” as defined under the rules of the Nasdaq, subject to any applicable phase in requirements.

Second and Third Amended and Restated Bylaws

On January 22, 2025, the Board approved an amendment and restatement of the Company’s bylaws (the “Second Amended and Restated Bylaws”) to provide P180, following the P180 Acquisition, with the right to designate (i) a majority of the directors of the Board, (ii) the Chairman of the Board, and (iii) the chairman of each committee of the Board, in each case for so long as P180 continues to beneficially own at least thirty percent (30%) of the Company’s outstanding common stock. Subsequently, on April 4, 2025, the Board approved an amendment and restatement of the Second Amended and Restated Bylaws to remove such rights granted to P180 under the Second Amended and Restated Bylaws.
v3.25.3
Description of Business and Basis of Presentation (Policies)
 9 Months Ended
Nov. 01, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business

(A) Description of Business: The Company is a global retail company that operates the Vince brand women's and men's ready-to-wear business. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Previously, the Company also owned and operated the Rebecca Taylor and Parker brands until the sale of the respective intellectual property was completed, as discussed below.

On April 21, 2023 the Company entered into a strategic partnership ("Authentic Transaction") with Authentic Brands Group, LLC ("Authentic"), a global brand development, marketing and entertainment platform, whereby the Company contributed its intellectual property to a newly formed Authentic subsidiary ("ABG Vince") for cash consideration and a membership interest in ABG Vince. The Company closed the Asset Sale (as defined below) on May 25, 2023. On May 25, 2023, in connection with the Authentic Transaction, V Opco, LLC (formerly, Vince, LLC) ("V Opco"), a wholly-owned subsidiary of the Company, entered into a License Agreement (the "License Agreement") with ABG-Vince LLC, which provides V Opco with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). See Note 2 "Recent Transactions" for additional information.

Rebecca Taylor, founded in 1996 in New York City, was a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. On May 3, 2024, V Opco completed the sale of all outstanding shares of Rebecca Taylor, Inc., which held the Rebecca Taylor business prior to the wind down, to Nova Acquisitions, LLC. See Note 2 "Recent Transactions" for further information.

Parker, founded in 2008 in New York City, was a contemporary women's fashion brand that was trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products for the Parker brand to focus resources on the operations of the Vince and Rebecca Taylor brands. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands.

On January 22, 2025, P180, a venture focused on accelerating growth and profitability in the luxury apparel sector, acquired a majority stake in the Company (the “P180 Acquisition”) from affiliates of Sun Capital Partners, Inc. (collectively, “Sun Capital”). Simultaneously with the P180 Acquisition, V Opco amended its existing credit agreement with Bank of America, N.A. (“BofA”). The amendment consented to, among other things, the change in control in connection with the P180 Acquisition, as well as a partial pay down of the subordinated debt with SK Financial Services, LLC, an affiliate of Sun Capital, through increased borrowings under the credit agreement with BofA. On the same day, V Opco paid $15,000 to SK Financial Services, LLC using proceeds from the credit facility, which resulted in a pay-down of $20,000 of the subordinated debt (the “Sun Debt Paydown”).

In addition, in connection with the P180 Acquisition, P180 acquired and assumed $7,000 of the loans outstanding pursuant to the subordinated debt and immediately thereafter cancelled such $7,000 (the “P180 Debt Forgiveness”). Following the Sun Debt Paydown and P180 Debt Forgiveness, the outstanding principal amount of subordinated debt was reduced by approximately $27,000 with $7,500 remaining outstanding, which will continue to accrue payment-in-kind interest in accordance with, and otherwise be subject to, the terms and conditions therein. See Note 2 "Recent Transactions" for additional information.

The Company reaches its customers through a variety of channels, specifically through major wholesale department stores and specialty stores in the United States ("U.S.") and select international markets, as well as through the Company's branded retail locations and the Company's website. The Company designs products in the U.S. and sources the vast majority of products from contract manufacturers outside the U.S., primarily in Asia. Products are manufactured to meet the Company's product specifications and labor standards.

Basis of Presentation

(B) Basis of Presentation: The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC's audited financial statements for the fiscal year ended February 1, 2025, as set forth in the 2024 Annual Report on Form 10-K.

The condensed consolidated financial statements include the Company's accounts and the accounts of the Company's wholly-owned subsidiaries as of November 1, 2025. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement of the results for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole.
Use of Estimates

(C) Use of Estimates: The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements which affect revenues and expenses during the period reported. Estimates are adjusted when necessary to reflect actual experience. Significant estimates and assumptions may affect many items in the financial statements. Actual results could differ from estimates and assumptions in amounts that may be material to the condensed consolidated financial statements.

Sources And Uses Of Liquidity

(D) Sources and Uses of Liquidity: The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2023 Revolving Credit Facility (as defined in Note 4 "Long-Term Debt and Financing Arrangements") and the Company's ability to access the capital markets, including the Sales Agreement entered into with Virtu Americas LLC in June 2023 (see Note 7 "Stockholders' Equity" for further information). The Company's primary cash needs are funding working capital requirements, including royalty payments under the License Agreement, meeting debt service requirements and capital expenditures for new stores and related leasehold improvements. The most significant components of the Company's working capital are cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities.

The Company’s future financial results may be subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors, particularly in light of the recently implemented tariffs. While we expect to meet our monthly Excess Availability (as defined in the 2023 Revolving Credit Facility Agreement) covenant and believe that our other sources of liquidity will generate sufficient cash flows to meet our obligations for the next twelve months from the date these financial statements are issued, the foregoing expectation is dependent on a number of factors, including, among others, our ability to generate sufficient cash flow from a combination of tariff mitigating initiatives, our ongoing ability to manage our operating obligations, the ability of our partners to satisfy their payment obligations to us when due, the results of the currently ongoing inventory valuation and potential borrowing restrictions imposed by our lenders based on their credit judgment, all of which could be significantly and negatively impacted by the recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, in addition to other macroeconomic factors. Any material negative impact from these factors or others could require us to implement alternative plans to satisfy our liquidity needs which may be unsuccessful. In the event that we are unable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures, liquidate inventory through additional discounting, sell material assets or operations, or seek other financing opportunities. There can be no assurance that these options would be readily available to us and our inability to address our liquidity needs could materially and adversely affect our operations and jeopardize our business, financial condition and results of operations.
Revenue Recognition

(E) Revenue Recognition: The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Sales are recognized when the control of the goods are transferred to the customer for the Company's wholesale business, upon receipt by the customer for the Company's e-commerce business, and at the time of sale to the consumer for the Company's retail business. See Note 12 "Segment Financial Information" for disaggregated revenue amounts by segment.

Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which the Company operates. As of November 1, 2025 and February 1, 2025, the contract liability was $1,351 and $1,544, respectively. For the three months ended November 1, 2025, the Company recognized $85 of revenue that was previously included in the contract liability as of August 2, 2025. For the nine months ended November 1, 2025, the Company recognized $195 of revenue that was previously included in the contract liability as of February 1, 2025.

Recent Accounting Pronouncements

(F) Recent Accounting Pronouncements: Except as noted below, the Company has considered all recent accounting pronouncements and has concluded that there are no recent accounting pronouncements that may have a material impact on its Consolidated Financial Statements, based on current information.

Recently Issued Accounting Pronouncements and Disclosure Rules

In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanded disclosure within the rate reconciliation as well as disaggregation of annual taxes paid. This amendment is

effective for annual periods beginning after December 15, 2024, and is applied prospectively with the option for retrospective application. Early adoption is permitted. Other than the new disclosure requirements, this guidance will not have an impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03: Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01: Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements of the ASU will be applied prospectively with the option for retrospective application. We are currently evaluating the ASU to determine the impact on the Company's disclosures.

In September 2025, the FASB issued ASU No. 2025-06: Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40). This ASU modernizes and clarifies the threshold for when an entity is required to start capitalizing internal-use software costs, which occurs when (i) management has authorized and committed to funding a software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance in this ASU, which can be applied prospectively, retrospectively, or via a modified transition approach, becomes effective for fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the ASU to determine the impact on the Company's consolidated financial statements.


 
v3.25.3
Long-Term Debt and Financing Arrangements (Tables)
 9 Months Ended
Nov. 01, 2025
Debt Disclosure [Abstract]  
Summary of Debt Obligations

Debt obligations consisted of the following:

 

 

 

November 1,

 

 

February 1,

 

(in thousands)

 

2025

 

 

2025

 

Long-term debt:

 

 

 

 

 

 

Revolving Credit Facilities

 

$

27,563

 

 

$

11,413

 

Third Lien Credit Facility

 

 

8,498

 

 

 

7,743

 

Total long-term debt

 

$

36,061

 

 

$

19,156

 

 
v3.25.3
Share-Based Compensation (Tables)
 9 Months Ended
Nov. 01, 2025
Share-Based Payment Arrangement [Abstract]  
Summary of Stock Option Activity

A summary of stock option activity for the nine months ended November 1, 2025 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value
(in thousands)

 

Outstanding at February 1, 2025

 

 

—

 

 

$

—

 

 

 

—

 

 

$

—

 

Granted

 

 

420,150

 

 

$

1.54

 

 

 

 

 

 

 

Exercised

 

 

—

 

 

$

—

 

 

 

 

 

 

 

Forfeited or expired

 

 

(21,300

)

 

$

1.47

 

 

 

 

 

 

 

Outstanding at November 1, 2025

 

 

398,850

 

 

$

1.55

 

 

 

9.6

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at November 1, 2025

 

 

—

 

 

$

—

 

 

 

—

 

 

$

—

 

 
Schedule of Restricted Stock Units Activity

A summary of restricted stock unit activity for the nine months ended November 1, 2025 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at February 1, 2025

 

 

366,399

 

 

$

2.25

 

Granted

 

 

5,000

 

 

$

2.04

 

Vested

 

 

(167,425

)

 

$

2.54

 

Forfeited

 

 

—

 

 

$

—

 

Non-vested restricted stock units at November 1, 2025

 

 

203,974

 

 

$

2.01

 

 
v3.25.3
Earnings Per Share (Tables)
 9 Months Ended
Nov. 01, 2025
Earnings Per Share [Abstract]  
Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding

The following is a reconciliation of weighted average basic shares to weighted average diluted shares outstanding:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

November 1,

 

 

November 2,

 

 

November 1,

 

 

November 2,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Weighted-average shares—basic

 

 

13,143,808

 

 

 

12,604,528

 

 

 

12,957,013

 

 

 

12,560,720

 

Effect of dilutive equity securities

 

 

73,200

 

 

 

93,660

 

 

 

85,316

 

 

 

54,240

 

Weighted-average shares—diluted

 

 

13,217,008

 

 

 

12,698,188

 

 

 

13,042,329

 

 

 

12,614,960

 
v3.25.3
Leases (Tables)
 9 Months Ended
Nov. 01, 2025
Leases [Abstract]  
Summary of Lease Cost The Company's lease cost is comprised of the following:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

November 1,

 

 

November 2,

 

 

November 1,

 

 

November 2,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating lease cost

 

$

5,716

 

 

$

5,388

 

 

$

17,161

 

 

$

16,339

 

Variable operating lease cost

 

 

143

 

 

 

65

 

 

 

237

 

 

 

217

 

Sublease income

 

 

(217

)

 

 

(72

)

 

 

(649

)

 

 

(72

)

Total lease cost

 

$

5,642

 

 

$

5,381

 

 

$

16,749

 

 

$

16,484

 
Summary of Future Maturity of Lease Liabilities

As of November 1, 2025, the future maturity of lease liabilities are as follows:

 

 

 

 

 

November 1,

 

(in thousands)

 

 

 

2025

 

Fiscal 2025

 

 

 

$

6,019

 

Fiscal 2026

 

 

 

 

22,873

 

Fiscal 2027

 

 

 

 

20,488

 

Fiscal 2028

 

 

 

 

19,689

 

Fiscal 2029

 

 

 

 

18,456

 

Thereafter

 

 

 

 

45,233

 

Total lease payments

 

 

 

 

132,758

 

Less: Imputed interest

 

 

 

 

(26,815

)

Total operating lease liabilities

 

 

 

$

105,943

 
v3.25.3
Segment Financial Information (Tables)
 9 Months Ended
Nov. 01, 2025
Segment Reporting [Abstract]  
Summary of Reportable Segments Information

Summary information for the Company's reportable segments is presented below.

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Total

 

Three Months Ended November 1, 2025

 

 

 

 

 

 

 

 

 

Net Sales

 

$

52,015

 

 

$

33,111

 

 

$

85,126

 

 

 

 

 

 

 

 

 

 

 

Cost of Products Sold*

 

 

30,371

 

 

 

12,848

 

 

 

43,219

 

Staff and Personnel

 

 

937

 

 

 

5,964

 

 

 

6,901

 

Occupancy

 

 

121

 

 

 

6,728

 

 

 

6,849

 

Marketing and advertising

 

 

380

 

 

 

2,631

 

 

 

3,011

 

Other segment items (1)

 

 

1,772

 

 

 

3,763

 

 

 

5,535

 

Total segment income before income taxes and equity in net income of equity method investment

 

 

18,434

 

 

 

1,177

 

 

 

19,611

 

Unallocated Corporate

 

 

 

 

 

 

 

 

(15,149

)

Total income before income taxes and equity in net income of equity method investment

 

 

 

 

 

 

 

$

4,462

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended November 1, 2025

 

 

 

 

 

 

 

 

 

Net Sales

 

$

127,067

 

 

$

89,233

 

 

$

216,300

 

 

 

 

 

 

 

 

 

 

 

Cost of Products Sold*

 

 

74,659

 

 

 

33,633

 

 

 

108,292

 

Staff and Personnel

 

 

2,766

 

 

 

17,581

 

 

 

20,347

 

Occupancy

 

 

356

 

 

 

19,823

 

 

 

20,179

 

Marketing and advertising

 

 

542

 

 

 

6,723

 

 

 

7,265

 

Other segment items (1)

 

 

3,855

 

 

 

10,885

 

 

 

14,740

 

Total segment income before income taxes and equity in net income of equity method investment

 

 

44,889

 

 

 

588

 

 

 

45,477

 

Unallocated Corporate (3)

 

 

 

 

 

 

 

 

(34,447

)

Total income before income taxes and equity in net income of equity method investment

 

 

 

 

 

 

 

$

11,030

 

 

 

 

 

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Total

 

Three Months Ended November 1, 2024

 

 

 

 

 

 

 

 

 

Net Sales

 

$

48,765

 

 

$

31,397

 

 

$

80,162

 

 

 

 

 

 

 

 

 

 

 

Cost of Products Sold*

 

 

28,164

 

 

 

11,940

 

 

 

40,104

 

Staff and Personnel

 

 

1,019

 

 

 

5,801

 

 

 

6,820

 

Occupancy

 

 

97

 

 

 

6,311

 

 

 

6,408

 

Marketing and advertising

 

 

173

 

 

 

2,212

 

 

 

2,385

 

Other segment items (1)

 

 

1,089

 

 

 

4,519

 

 

 

5,608

 

Total segment income before income taxes and equity in net income of equity method investment

 

 

18,223

 

 

 

614

 

 

 

18,837

 

Unallocated Corporate

 

 

 

 

 

 

 

 

(14,767

)

Total income before income taxes and equity in net income of equity method investment

 

 

 

 

 

 

 

$

4,070

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended November 2, 2024

 

 

 

 

 

 

 

 

 

Net Sales

 

$

126,206

 

 

$

87,296

 

 

$

213,502

 

 

 

 

 

 

 

 

 

 

 

Cost of Products Sold*

 

 

74,675

 

 

 

33,725

 

 

 

108,400

 

Staff and Personnel

 

 

3,127

 

 

 

17,458

 

 

 

20,585

 

Occupancy

 

 

288

 

 

 

19,076

 

 

 

19,364

 

Marketing and advertising

 

 

421

 

 

 

6,079

 

 

 

6,500

 

Other segment items (1)

 

 

2,625

 

 

 

11,806

 

 

 

14,431

 

Total segment income (loss) before income taxes and equity in net income of equity method investment

 

 

45,070

 

 

 

(848

)

 

 

44,222

 

Unallocated Corporate

 

 

 

 

 

 

 

 

(44,344

)

Rebecca Taylor and Parker (2)

 

 

 

 

 

 

 

 

7,633

 

Total income before income taxes and equity in net loss of equity method investment

 

 

 

 

 

 

 

$

7,511

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

November 1, 2025

 

 

November 2, 2024

 

 

November 1, 2025

 

 

November 2, 2024

 

Depreciation and Amortization:

 

 

 

 

 

 

 

 

 

 

 

 

  Vince Wholesale

 

$

81

 

 

$

37

 

 

$

242

 

 

$

83

 

  Vince Direct-to-Consumer

 

 

545

 

 

 

765

 

 

 

1,769

 

 

 

2,314

 

Total Segment Depreciation and Amortization

 

 

626

 

 

 

802

 

 

 

2,011

 

 

 

2,397

 

  Unallocated Corporate

 

 

79

 

 

 

229

 

 

 

228

 

 

 

669

 

Total Depreciation and Amortization

 

$

705

 

 

$

1,031

 

 

$

2,239

 

 

$

3,066

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

  Vince Wholesale

 

$

—

 

 

$

21

 

 

$

333

 

 

$

209

 

  Vince Direct-to-Consumer

 

 

579

 

 

 

951

 

 

 

3,631

 

 

 

2,172

 

Total Segment Capital Expenditures

 

 

579

 

 

 

972

 

 

 

3,964

 

 

 

2,381

 

  Unallocated Corporate

 

 

56

 

 

 

332

 

 

 

201

 

 

 

344

 

Total Capital Expenditures

 

$

635

 

 

$

1,304

 

 

$

4,165

 

 

$

2,725

 

 

 

 

 

As of

 

 

 

November 1, 2025

 

 

February 1, 2025

 

Total Assets:

 

 

 

 

 

 

  Vince Wholesale

 

$

86,762

 

 

$

68,488

 

  Vince Direct-to-Consumer

 

 

108,623

 

 

 

100,114

 

Total Segment Assets

 

 

195,385

 

 

 

168,602

 

  Unallocated Corporate

 

 

50,618

 

 

 

54,133

 

Total Assets

 

$

246,003

 

 

$

222,735

 

 

(1) Other segment items primarily include various third party expenses, banking fees, depreciation and amortization, supplies, and commissions.

(2) Activity for the Rebecca Taylor and Parker reconciling item for the nine months ended November 2, 2024 primarily consists of the gain recognized on the sale of Rebecca Taylor. See Note 2 "Recent Transactions" for further information.

(3) Unallocated Corporate for the nine months ended November 1, 2025 includes the ERC benefit of $7,173. See Note 9 "Commitments and Contingencies" for further information.

* Cost of Products Sold for the three months ended November 1, 2025 includes royalty expenses of $3,216 and $1,000 for the Wholesale and Direct-to-consumer segments, respectively. Cost of Products Sold for the nine months ended November 1, 2025 includes royalty expenses of $7,755 and $2,666 for the Wholesale and Direct-to-consumer segments, respectively. Cost of Products Sold for the three months ended November 2, 2024 includes royalty expenses of $2,975 and $956 for the Wholesale and Direct-to-consumer segments, respectively. Cost of Products Sold for the nine months ended November 2, 2024 includes royalty expenses of $7,706 and $2,626 for the Wholesale and Direct-to-consumer segments, respectively.

v3.25.3
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jan. 22, 2025
Nov. 01, 2025
Nov. 01, 2025
Nov. 02, 2024
Feb. 01, 2025
Description Of Business And Summary Of Significant Accounting Policies [Line Items]          
Proceeds from the credit facility     $ 178,200 $ 164,300  
Principal of remaining oustanding   $ 36,061 36,061   $ 19,156
Contract liability   1,351 1,351   $ 1,544
Revenue recognized included in contract liability   $ 85 $ 195    
Subordinated Debt [Member]          
Description Of Business And Summary Of Significant Accounting Policies [Line Items]          
Proceeds from the credit facility $ 15,000        
Payment for revolving credit facility 20,000        
Subordinated debt reduced amount 27,000        
Principal of remaining oustanding 7,500        
P180 Vince Acquisition Co. [Member]          
Description Of Business And Summary Of Significant Accounting Policies [Line Items]          
Remaining outstanding balance owed 7,000        
Debt forgiveness $ 7,000        
v3.25.3
Recent Transactions - Additional Information (Detail)
 3 Months Ended 9 Months Ended 12 Months Ended
Jan. 22, 2025
USD ($)
shares
May 25, 2023
USD ($)
Store
Nov. 01, 2025
USD ($)
shares
Feb. 01, 2025
USD ($)
shares
Nov. 01, 2025
USD ($)
shares
Nov. 02, 2024
USD ($)
Feb. 01, 2025
USD ($)
shares
Jan. 21, 2025
Apr. 21, 2023
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Gain on sale of subsidiary         $ (0) $ 7,634,000      
Common stock, shares outstanding | shares     13,339,426 12,758,852 13,339,426   12,758,852    
Sun Capital [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Ownership percentage of common stock 10.00%             67.00%  
Common stock, shares outstanding | shares     0   0        
ABG Vince [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Impairment of investment     $ 0   $ 0 0      
P180 Vince Acquisition Co. [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Debt forgiveness $ 7,000,000                
Financing costs incurred 458,000                
New debt instrument at fair value $ 7,713,000                
Gain upon extinguishment       $ 11,575,000          
P180 Vince Acquisition Co. [Member] | Sun Capital [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Acquired shares of common stock | shares 8,481,318                
Ownership percentage of common stock 67.00%                
Stock purchase transaction in cash $ 19,800,000                
Common stock shares held back at closing | shares 1,262,933                
P180 Vince Acquisition Co. [Member] | 2023 Revolving Credit Agreement [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Payment for term loan $ 20,000,000                
Proceeds from additional borrowings 15,000,000                
Third lien debt acquired from creditors 7,000,000                
Debt forgiveness 7,000,000                
Financing costs incurred             $ 458,000    
Remaining outstanding balance $ 7,500,000                
Rebecca Taylor Inc [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Gain on sale of subsidiary           $ 7,634,000      
V Opco [Member] | Minimum [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Number of retail stores | Store   45              
Royalty expense   $ 11,000,000              
V Opco [Member] | Authentic Transaction [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Cash consideration to be received upon closing of asset sale                 $ 76,500,000
V Opco [Member] | ABG Vince [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Percentage of membership interest to be owned upon closing of asset sale                 25.00%
Percentage of membership interest owned upon closing of asset sale   25.00%              
Authentic Brands Group [Member] | ABG Vince [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Percentage of membership interest to be owned upon closing of asset sale                 75.00%
v3.25.3
Fair Value Measurements - Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Nov. 01, 2025
Nov. 01, 2025
Feb. 01, 2025
Fair Value Disclosures [Abstract]      
Non-financial assets recognized at fair value $ 0 $ 0 $ 0
Non-financial liabilities recognized at fair value 0 0 0
Principal of remaining outstanding 36,061,000 36,061,000 $ 19,156,000
Impairment of non-financial assets $ 0 $ 0  
v3.25.3
Long-Term Debt and Financing Arrangements - Summary of Debt Obligations (Detail) - USD ($)
Nov. 01, 2025
Feb. 01, 2025
Dec. 11, 2020
Long-term debt:      
Principal of remaining oustanding $ 36,061,000 $ 19,156,000  
Total long-term debt 36,061,000 19,156,000  
Revolving Credit Facilities [Member]      
Long-term debt:      
Principal of remaining oustanding 27,563,000 11,413,000  
Third Lien Credit Agreement [Member]      
Long-term debt:      
Principal of remaining oustanding $ 8,498,000 $ 7,743,000 $ 20,000,000
v3.25.3
Long-Term Debt and Financing Arrangements - Additional Information (Detail)
 3 Months Ended 9 Months Ended 12 Months Ended
Jan. 22, 2025
USD ($)
Jan. 21, 2025
Jun. 23, 2023
USD ($)
Nov. 01, 2025
USD ($)
Nov. 02, 2024
USD ($)
Nov. 01, 2025
USD ($)
Nov. 02, 2024
USD ($)
Feb. 01, 2025
USD ($)
Jan. 25, 2026
USD ($)
Jan. 24, 2026
USD ($)
2023 Revolving Credit Facility [Member]                    
Line of Credit Facility [Line Items]                    
Amount available under the Revolving Credit Facility       $ 47,255,000   $ 47,255,000        
Amount outstanding under the credit facility       27,563,000   27,563,000        
Letters of credit amount outstanding       $ 6,191,000   $ 6,191,000        
Weighted average interest rate for borrowings outstanding       6.60%   6.60%        
V Opco, LLC [Member] | SOFR [Member]                    
Line of Credit Facility [Line Items]                    
Variable rate percentage     1.00%              
V Opco, LLC [Member] | Average Daily Excess Availability is Greater Than or Equal to 33.3% but Less Than or Equal to 66.7% of Loan Cap [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]                    
Line of Credit Facility [Line Items]                    
Variable rate percentage     2.25%              
V Opco, LLC [Member] | Average Daily Excess Availability Is Less Than 33.3% Of Loan Cap [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]                    
Line of Credit Facility [Line Items]                    
Variable rate percentage     2.50%              
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member]                    
Line of Credit Facility [Line Items]                    
Maximum borrowing capacity     $ 85,000,000              
Letters of credit sublimit amount     10,000,000              
Increased aggregate commitments amount     $ 15,000,000              
Variable rate percentage     1.00%              
Financing costs incurred       $ 0 $ 0 $ 0 $ 8,000 $ 466,000    
Debt instrument, maturity date description           The 2023 Revolving Credit Facility matures on the earlier of June 23, 2028, and 91 days prior to the earliest maturity date of any Material Indebtedness (as defined in the 2023 Revolving Credit Agreement), including the subordinated indebtedness pursuant to the Third Lien Credit Agreement.        
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Pro Forma [Member]                    
Line of Credit Facility [Line Items]                    
Proforma fixed charge coverage ratio     1              
Percentage of excess availability greater than loan     20.00%              
Pro forma excess availability     $ 15,000,000              
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Federal Funds Rate [Member]                    
Line of Credit Facility [Line Items]                    
Variable rate percentage     0.50%              
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]                    
Line of Credit Facility [Line Items]                    
Variable rate percentage     2.00%              
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Certain Specified Events of Default [Member]                    
Line of Credit Facility [Line Items]                    
Line of credit facility percentage increase in interest rate in case of default     2.00%              
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Financial Covenants [Member]                    
Line of Credit Facility [Line Items]                    
Percentage of loan cap     10.00%              
Miminum excess availability     $ 7,500,000              
V Opco, LLC [Member] | Base Rate Loans [Member] | Average Daily Excess Availability is Greater Than or Equal to 33.3% but Less Than or Equal to 66.7% of Loan Cap [Member]                    
Line of Credit Facility [Line Items]                    
Variable rate percentage     1.25%              
V Opco, LLC [Member] | Base Rate Loans [Member] | Average Daily Excess Availability Is Less Than 33.3% Of Loan Cap [Member]                    
Line of Credit Facility [Line Items]                    
Variable rate percentage     1.50%              
V Opco, LLC [Member] | Base Rate Loans [Member] | Average Daily Excess Availability is Greater Than 66.7% of Loan Cap [Member]                    
Line of Credit Facility [Line Items]                    
Variable rate percentage     1.00%              
V Opco, LLC [Member] | First Amendment To Two Thousand Twenty Three Revolving Credit Facility [Member] | Pro Forma [Member]                    
Line of Credit Facility [Line Items]                    
Proforma fixed charge coverage ratio 1   1              
V Opco, LLC [Member] | First Amendment To Two Thousand Twenty Three Revolving Credit Facility [Member] | Forecast [Member]                    
Line of Credit Facility [Line Items]                    
Percentage of loan cap                 20.00% 25.00%
Miminum excess availability                 $ 15,000,000 $ 18,750,000
V Opco, LLC [Member] | First Amendment To Two Thousand Twenty Three Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]                    
Line of Credit Facility [Line Items]                    
Variable rate percentage 2.50% 2.50%                
V Opco, LLC [Member] | First Amendment To Two Thousand Twenty Three Revolving Credit Facility [Member] | Base Rate [Member]                    
Line of Credit Facility [Line Items]                    
Variable rate percentage 1.50% 1.50%                
P180 Vince Acquisition Co. [Member]                    
Line of Credit Facility [Line Items]                    
Financing costs incurred $ 458,000                  
P180 Vince Acquisition Co. [Member] | 2023 Revolving Credit Facility [Member]                    
Line of Credit Facility [Line Items]                    
Financing costs incurred               $ 458,000    
v3.25.3
Long-Term Debt and Financing Arrangements - Additional Information 2 (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jan. 22, 2025
Jun. 23, 2023
Apr. 21, 2023
Dec. 11, 2020
Feb. 01, 2025
Nov. 01, 2025
Debt Instrument [Line Items]            
Principal of remaining oustanding         $ 19,156 $ 36,061
Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Principal of remaining oustanding       $ 20,000    
Deferred financing costs       $ 485    
Closing fee payable in kind           $ 400
Third Lien Credit Agreement [Member] | Minimum [Member]            
Debt Instrument [Line Items]            
Variable rate percentage       2.00%    
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]       Interest Rate On Overdue Principal Amount [Member]    
Third Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Credit spread adjustment percentage.     0.10% 0.10%    
Variable rate percentage     9.00% 9.00%    
Debt instrument, maturity date description           amended the Third Lien Credit Agreement's maturity date to the earlier of (i) March 30, 2025 and (ii) 180 days after the maturity date under the 2018 Revolving Credit Facility
Debt instrument, maturity date     Mar. 30, 2025      
Fourth Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Debt instrument, maturity date description           Fourth Amendment (the "Third Lien Fourth Amendment") to the Third Lien Credit Agreement which, among other things, (a) extended the Third Lien Credit Agreement's maturity date to the earlier of (i) September 30, 2028 and (ii) 91 days prior to the earliest maturity date of any Material Indebtedness (as defined therein) other than the 2023 Revolving Credit Facility
Debt instrument, maturity date   Sep. 30, 2028        
Sun Capital Partners Inc [Member] | Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Aggregate ownership of equity securities           67.00%
P180 Vince Acquisition Co. [Member]            
Debt Instrument [Line Items]            
Remaining outstanding balance owed $ 7,000          
Debt forgiveness 7,000          
Gain upon extinguishment         $ 11,575  
P180 Vince Acquisition Co. [Member] | Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Unamortized debt issuance costs 179          
P180 Vince Acquisition Co. [Member] | Fifth Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
New debt instrument at fair value 7,713          
Gain upon extinguishment 11,575          
2023 Revolving Credit Agreement [Member] | Fifth Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Payment for revolving credit facility 20,000          
2023 Revolving Credit Agreement [Member] | P180 Vince Acquisition Co. [Member]            
Debt Instrument [Line Items]            
Payment for revolving credit facility 20,000          
Debt forgiveness 7,000          
2023 Revolving Credit Agreement [Member] | P180 Vince Acquisition Co. [Member] | Fifth Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Principal of remaining oustanding 7,500          
Remaining outstanding balance owed 7,000          
Debt forgiveness 7,000          
Subordinated debt reduced amount 27,000          
2023 Revolving Credit Agreement [Member] | V Opco, LLC [Member]            
Debt Instrument [Line Items]            
Variable rate percentage   1.00%        
Debt instrument, maturity date description           The 2023 Revolving Credit Facility matures on the earlier of June 23, 2028, and 91 days prior to the earliest maturity date of any Material Indebtedness (as defined in the 2023 Revolving Credit Agreement), including the subordinated indebtedness pursuant to the Third Lien Credit Agreement.
2023 Revolving Credit Agreement [Member] | V Opco, LLC [Member] | SK Financial Services, LLC [Member] | Fifth Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Payment for revolving credit facility $ 15,000          
v3.25.3
Inventory - Additional Information (Detail) - USD ($)
$ in Thousands
Nov. 01, 2025
Feb. 01, 2025
Inventory Disclosure [Abstract]    
Finished goods, net of reserves $ 75,852 $ 59,146
v3.25.3
Share-Based Compensation - Additional Information (Detail) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2020
May 31, 2018
Nov. 01, 2025
Nov. 02, 2024
Nov. 01, 2025
Nov. 02, 2024
Feb. 01, 2025
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Share-based compensation expense     $ 91 $ 307 $ 333 $ 557  
Non-employees [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Share-based compensation expense     $ 62 $ 87 $ 221 $ 237  
Vince 2013 Incentive Plan [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Additional shares of common stock available for issuance 1,000,000 660,000          
Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Vesting period         4 years    
Stock options granted pursuant to the plan, description         typically vest in equal installments over four years, subject to the employees' continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan    
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock options granted pursuant to the plan, description         Restricted stock units ("RSUs") granted typically vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees' continued employment    
Maximum [Member] | Vince 2013 Incentive Plan [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Number of shares authorized             2,000,000
Number of shares available for future grants     231,462   231,462    
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Share based compensation, award expiration period         10 years    
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Vesting period         4 years    
Minimum [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Vesting period         3 years    
v3.25.3
Share-Based Compensation - Summary of Stock Option Activity (Details)
 9 Months Ended
Nov. 01, 2025
$ / shares
shares
Share-Based Payment Arrangement [Abstract]  
Stock Options, Granted | shares 420,150
Stock Options, Forfeited or expired | shares (21,300)
Stock Options, Outstanding at November 1, 2025 | shares 398,850
Weighted Average Exercise Price, Granted | $ / shares $ 1.54
Weighted Average Exercise Price, Forfeited or expired | $ / shares 1.47
Weighted Average Exercise Price, Outstanding at November 1, 2025 | $ / shares $ 1.55
Weighted Average Remaining Contractual Term (years), Outstanding at November 1, 2025 9 years 7 months 6 days
v3.25.3
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member]
 9 Months Ended
Nov. 01, 2025
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Restricted Stock Units, Non-vested restricted stock units at February 1, 2025 | shares 366,399
Restricted Stock Units, Granted | shares 5,000
Restricted Stock Units, Vested | shares (167,425)
Restricted Stock Units, Non-vested restricted stock units at November 1, 2025 | shares 203,974
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at February 1, 2025 | $ / shares $ 2.25
Weighted Average Grant Date Fair Value, Granted | $ / shares 2.04
Weighted Average Grant Date Fair Value, Vested | $ / shares 2.54
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at November 1, 2025 | $ / shares $ 2.01
v3.25.3
Stockholders' Equity - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Oct. 03, 2024
Jun. 30, 2023
Nov. 01, 2025
May 03, 2025
Nov. 02, 2024
Aug. 03, 2024
May 04, 2024
Nov. 01, 2025
Nov. 02, 2024
Feb. 01, 2025
Sep. 21, 2021
Schedule Of Shareholders Equity [Line Items]                      
Common stock, par value     $ 0.01         $ 0.01   $ 0.01  
Offering price     $ 1,291 $ 4 $ 7 $ 7 $ 7        
Net proceeds from issuance of common stock               $ 1,295 $ 21    
Registration Statement [Member]                      
Schedule Of Shareholders Equity [Line Items]                      
Authorized common stock shares available for sale from time to time in one or more offerings 10,000,000                   3,000,000
Common stock, par value $ 0.01                    
Offering price $ 2,925                    
At-the-Market Offering [Member]                      
Schedule Of Shareholders Equity [Line Items]                      
Common stock, par value   $ 0.01                  
Offering price   $ 7,825                  
Stock issued during period, shares     370,878         370,878      
Common stock value, available under offering     $ 1,607         $ 1,607      
Net proceeds from issuance of common stock     $ 1,291         $ 1,291      
Shares issued, average price per share     $ 3.55         $ 3.55      
v3.25.3
Earnings Per Share - Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding (Detail) - shares
 3 Months Ended 9 Months Ended
Nov. 01, 2025
Nov. 02, 2024
Nov. 01, 2025
Nov. 02, 2024
Earnings Per Share [Abstract]        
Weighted-average shares—basic 13,143,808 12,604,528 12,957,013 12,560,720
Effect of dilutive equity securities 73,200 93,660 85,316 54,240
Weighted-average shares—diluted 13,217,008 12,698,188 13,042,329 12,614,960
v3.25.3
Earnings Per Share - Additional Information (Detail) - shares
 3 Months Ended 9 Months Ended
Nov. 01, 2025
Nov. 02, 2024
Nov. 01, 2025
Nov. 02, 2024
Earnings Per Share [Abstract]        
Number of weighted average of anti-dilutive securities 319,983 203,533 261,881 399,190
v3.25.3
Commitments and Contingencies - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Aug. 02, 2025
Nov. 01, 2025
Commitments and Contingencies Disclosure [Abstract]    
Proceeds from employee retention credit payment $ 7,173  
Employee retention credit benefit   $ 5,613
Government Assistance, Operating Income, Increase (Decrease), Statement of Income or Comprehensive Income [Extensible Enumeration]   Selling, General and Administrative Expense
Employee retention credit interest received $ 1,560 $ 1,560
Government Assistance, Nonoperating Income, Increase (Decrease), Statement of Income or Comprehensive Income [Extensible Enumeration]   Other Nonoperating Income
v3.25.3
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Nov. 01, 2025
Aug. 02, 2025
Nov. 02, 2024
Nov. 01, 2025
Nov. 02, 2024
Income Tax Disclosure [Abstract]          
Provision (benefit) for income taxes $ 2,002   $ 0 $ 2,060 $ (1,681)
Ordinary tax expense $ 2,002        
Discrete tax expense   $ 58      
v3.25.3
Leases - Additional Information (Detail) - USD ($)
 9 Months Ended 12 Months Ended
Nov. 01, 2025
Feb. 01, 2025
Leases [Abstract]    
Initial terms of operating leases 10 years  
Option to extend, description, operating leases The Company has operating leases for real estate (primarily retail stores, storage, and office spaces) some of which have initial terms of 10 years, and in many instances can be extended for an additional term, while certain recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms when evaluating certain markets.  
Option to extend, existence, operating leases true  
Payment lease not yet commenced $ 0  
Sublease term   3 years
Sublease, future minimum operating lease remaining payments $ 1,800,000  
Remaining sublease term 1 year 10 months 24 days  
v3.25.3
Leases - Summary of Lease Cost (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Nov. 01, 2025
Nov. 02, 2024
Nov. 01, 2025
Nov. 02, 2024
Leases [Abstract]        
Operating lease cost $ 5,716 $ 5,388 $ 17,161 $ 16,339
Variable operating lease cost 143 65 237 217
Sublease income (217) (72) (649) (72)
Total lease cost $ 5,642 $ 5,381 $ 16,749 $ 16,484
v3.25.3
Leases - Summary of Future Maturity of Lease Liabilities (Detail)
$ in Thousands
Nov. 01, 2025
USD ($)
Leases [Abstract]  
Fiscal 2025 $ 6,019
Fiscal 2026 22,873
Fiscal 2027 20,488
Fiscal 2028 19,689
Fiscal 2029 18,456
Thereafter 45,233
Total lease payments 132,758
Less: Imputed interest (26,815)
Total operating lease liabilities $ 105,943
v3.25.3
Segment Financial Information - Additional Information (Detail)
 9 Months Ended
Nov. 01, 2025
Segments
Segment Reporting [Abstract]  
Number of reportable segments 2
Expense information used by CODM description The Company’s CODM evaluates segment performance based on several factors, including Income before income taxes and equity in net income of equity method investment. The CODM uses Income before income taxes and equity in net income of equity method investment as the key performance measure of segment profitability because it excludes the impact of certain items that our CODM believes do not directly reflect our underlying operations, including the impact of income taxes and equity in net income of equity method investment.
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember
v3.25.3
Segment Financial Information - Summary of Reportable Segments Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Nov. 01, 2025
Nov. 02, 2024
Nov. 01, 2024
Nov. 01, 2025
Nov. 02, 2024
Feb. 01, 2025
Segment Reporting Information [Line Items]            
Net Sales [1] $ 85,126 $ 80,162   $ 216,300 $ 213,502  
Cost of Products Sold [2] 43,219 40,104   108,292 108,400  
Income before income taxes and equity in net income of equity method investment 4,462 4,070 $ 4,070 11,030 7,511  
Depreciation and Amortization 705 1,031   2,239 3,066  
Capital Expenditures 635 1,304   4,165 2,725  
Total Assets 246,003     246,003   $ 222,735
Operating Segments [Member]            
Segment Reporting Information [Line Items]            
Net Sales 85,126   80,162 216,300 213,502  
Cost of Products Sold 43,219   40,104 108,292 108,400  
Staff and Personnel 6,901   6,820 20,347 20,585  
Occupancy 6,849   6,408 20,179 19,364  
Marketing and advertising 3,011   2,385 7,265 6,500  
Other segment items 5,535   5,608 14,740 14,431  
Income before income taxes and equity in net income of equity method investment 19,611   18,837 45,477 44,222  
Depreciation and Amortization 626 802   2,011 2,397  
Capital Expenditures 579 972   3,964 2,381  
Total Assets 195,385     195,385   168,602
Operating Segments [Member] | Vince Wholesale [Member]            
Segment Reporting Information [Line Items]            
Net Sales 52,015   48,765 127,067 126,206  
Cost of Products Sold 30,371   28,164 74,659 74,675  
Staff and Personnel 937   1,019 2,766 3,127  
Occupancy 121   97 356 288  
Marketing and advertising 380   173 542 421  
Other segment items 1,772   1,089 3,855 2,625  
Income before income taxes and equity in net income of equity method investment 18,434   18,223 44,889 45,070  
Depreciation and Amortization 81 37   242 83  
Capital Expenditures 0 21   333 209  
Total Assets 86,762     86,762   68,488
Operating Segments [Member] | Vince Direct-to-Consumer [Member]            
Segment Reporting Information [Line Items]            
Net Sales 33,111   31,397 89,233 87,296  
Cost of Products Sold 12,848   11,940 33,633 33,725  
Staff and Personnel 5,964   5,801 17,581 17,458  
Occupancy 6,728   6,311 19,823 19,076  
Marketing and advertising 2,631   2,212 6,723 6,079  
Other segment items 3,763   4,519 10,885 11,806  
Income before income taxes and equity in net income of equity method investment 1,177   614 588 (848)  
Depreciation and Amortization 545 765   1,769 2,314  
Capital Expenditures 579 951   3,631 2,172  
Total Assets 108,623     108,623   100,114
Unallocated Corporate [Member]            
Segment Reporting Information [Line Items]            
Income before income taxes and equity in net income of equity method investment (15,149)   $ (14,767) (34,447) (44,344)  
Depreciation and Amortization 79 229   228 669  
Capital Expenditures 56 $ 332   201 344  
Total Assets $ 50,618     $ 50,618   $ 54,133
Unallocated Corporate [Member] | Rebecca Taylor and Parker [Member]            
Segment Reporting Information [Line Items]            
Income before income taxes and equity in net income of equity method investment         $ 7,633  
[1] Includes $0 and $149 of net sales for the three and nine months ended November 1, 2025, respectively, and $206 and $906 for the three and nine months ended November 2, 2024, respectively, which is with a former related party.
[2] Includes royalty expense of $4,216 and $10,421 for the three and nine months ended November 1, 2025, respectively, and $3,931 and $10,332 for the three and nine months ended November 2, 2024, respectively, which is with a related party. Includes cost of products sold of $0 and $230 for the three and nine months ended November 1, 2025, respectively, and $6 and $26 for the three and nine months ended November 2, 2024, respectively, which is with a former related party.
v3.25.3
Segment Financial Information - Summary of Reportable Segments Information (Parenthetical) (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Nov. 01, 2025
Aug. 02, 2025
Nov. 02, 2024
Nov. 01, 2025
Nov. 02, 2024
Segment Reporting Information [Line Items]          
Proceeds from employee retention credit payment   $ 7,173      
Employee Retention Credit [Member] | Unallocated Corporate [Member]          
Segment Reporting Information [Line Items]          
Proceeds from employee retention credit payment $ 7,173     $ 7,173  
Vince Wholesale [Member]          
Segment Reporting Information [Line Items]          
Royalty expense 3,216   $ 2,975 7,755 $ 7,706
Vince Direct-to-Consumer [Member]          
Segment Reporting Information [Line Items]          
Royalty expense $ 1,000   $ 956 $ 2,666 $ 2,626
v3.25.3
Related Party Transactions - Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
May 25, 2023
Nov. 01, 2025
Nov. 02, 2024
Nov. 01, 2025
Nov. 02, 2024
Feb. 01, 2025
Jan. 22, 2025
Dec. 11, 2020
Related Party Transaction [Line Items]                
Maximum borrowing capacity   $ 36,061,000   $ 36,061,000   $ 19,156,000    
Received distributions of cash under operating agreement   716,000 $ 1,452,000 2,744,000 $ 2,699,000      
Payment of cash under license agreement   4,950,000   13,413,000        
Net sales [1]   85,126,000 80,162,000 216,300,000 213,502,000      
Cost of products sold [2]   43,219,000 40,104,000 108,292,000 108,400,000      
Selling, general and administrative expenses [3]   36,472,000 34,297,000 95,860,000 100,241,000      
Related Party [Member]                
Related Party Transaction [Line Items]                
Accrued royalty expenses   521,000   521,000   3,513,000    
V Opco [Member] | Minimum [Member]                
Related Party Transaction [Line Items]                
Royalty expense $ 11,000,000              
P180 Vince Acquisition Co. [Member]                
Related Party Transaction [Line Items]                
Outstanding reimbursements   599,000   599,000        
CaaStle Inc [Member] | Related Party [Member]                
Related Party Transaction [Line Items]                
Outstanding amount due   0   0   24,000    
Third Lien Credit Agreement [Member]                
Related Party Transaction [Line Items]                
Maximum borrowing capacity   8,498,000   8,498,000   $ 7,743,000   $ 20,000,000
CaaStle Platform Services Agreement [Member]                
Related Party Transaction [Line Items]                
Net sales   0 206,000 149,000 906,000      
Cost of products sold   0 6,000 230,000 26,000      
Selling, general and administrative expenses   $ 0 324,000 $ 195,000 555,000      
Sun Capital [Member] | Third Lien Credit Agreement [Member]                
Related Party Transaction [Line Items]                
Ownership percentage of common stock   67.00%   67.00%        
Sun Capital [Member] | Amended and Restated Certificate of Incorporation [Member]                
Related Party Transaction [Line Items]                
Ownership percentage of common stock   30.00%   30.00%        
Sun Capital Consulting Agreement [Member]                
Related Party Transaction [Line Items]                
Date of related party transaction agreement       Nov. 27, 2013        
Reimbursement of expenses incurred   $ 0 $ 6,000 $ 0 $ 17,000      
Second and Third Amended and Restated Bylaws [Member]                
Related Party Transaction [Line Items]                
Ownership percentage of common stock             30.00%  
[1] Includes $0 and $149 of net sales for the three and nine months ended November 1, 2025, respectively, and $206 and $906 for the three and nine months ended November 2, 2024, respectively, which is with a former related party.
[2] Includes royalty expense of $4,216 and $10,421 for the three and nine months ended November 1, 2025, respectively, and $3,931 and $10,332 for the three and nine months ended November 2, 2024, respectively, which is with a related party. Includes cost of products sold of $0 and $230 for the three and nine months ended November 1, 2025, respectively, and $6 and $26 for the three and nine months ended November 2, 2024, respectively, which is with a former related party.
[3] Includes selling, general, and administrative ("SG&A") expenses of $0 and $195 for the three and nine months ended November 1, 2025, respectively, and $324 and $555 for the three and nine months ended November 2, 2024, respectively, which is with a former related party.