Item 1.05 section not located in normalized markdown

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 15, 2023

(Exact name of registrant as specified in charter)

| Pennsylvania | 1-5256 | 23-1180120 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |

1551 Wewatta Street

Denver, Colorado 80202

(Address of principal executive offices)

(720) 778-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |

| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |

| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |

| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title of Each Class |
Trading |
Name of Each Exchange on which Registered | ||
| Common Stock, without par value, stated capital $.25 per share | VFC | New York Stock Exchange | ||
| 4.125% Senior Notes due 2026 | VFC26 | New York Stock Exchange | ||
| 0.250% Senior Notes due 2028 | VFC28 | New York Stock Exchange | ||
| 4.250% Senior Notes due 2029 | VFC29 | New York Stock Exchange | ||
| 0.625% Senior Notes due 2032 | VFC32 | New York Stock Exchange |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

| Item 1.05 | Material Cybersecurity Incidents. |

On December 13, 2023, VF Corporation (“VF” or the “Company”) detected unauthorized occurrences on a portion of its information technology (IT) systems. Upon detecting the unauthorized occurrences, the Company immediately began taking steps to contain, assess and remediate the incident, including beginning an investigation with leading external cybersecurity experts, activating its incident response plan, and shutting down some systems. The threat actor disrupted the Company’s business operations by encrypting some IT systems, and stole data from the Company, including personal data. The Company is working to bring the impacted portions of its IT systems back online and implement workarounds for certain offline operations with the aim of reducing disruption to its ability to serve its retail and brand e-commerce consumers and wholesale customers. VF-operated retail stores globally are open, and consumers can purchase available merchandise, but VF is experiencing certain operational disruptions. Consumers are able to place orders on most of the brand e-commerce sites globally, however, the Company’s ability to fulfill orders is currently impacted. The Company, along with its external cybersecurity experts, continues to work diligently to respond to and mitigate the impact from the incident, and has notified and is cooperating with federal law enforcement.

As the investigation of the incident is ongoing, the full scope, nature and impact of the incident are not yet known. As of the date of this filing, the incident has had and is reasonably likely to continue to have a material impact on the Company’s business operations until recovery efforts are completed. The Company has not yet