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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 Symbol(s) |
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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K previously filed by VF Corporation (“VF”) with the Securities and Exchange Commission on December 18, 2023 (the “Original Report”). VF is filing this Amendment in order to provide supplemental information regarding the cybersecurity incident disclosed by VF in the Original Report (the “cyber incident”). Except as expressly set forth herein, this Amendment does not amend the Original Report in any way. This Amendment supplements, and should be read in conjunction with, the Original Report.

| Item 1.05 | Material Cybersecurity Incidents. |

As disclosed in the Original Report, on December 13, 2023, VF detected unauthorized occurrences on a portion of its information technology (IT) systems. Upon detecting the unauthorized occurrences, VF immediately began taking steps to contain, assess and remediate the cyber incident, including beginning an investigation with leading external cybersecurity experts, activating its incident response plan, and shutting down some systems. As a result of these and other measures, and while VF’s investigation and remediation efforts remain ongoing, VF believes the threat actor was ejected from VF’s IT systems on December 15, 2023. VF has notified, is cooperating with, and will continue to cooperate with and notify, federal law enforcement and the relevant regulatory authorities as required under applicable law.

As of the date of this Amendment, VF-operated retail stores, brand e-commerce sites and distribution centers are operating with minimal issues. After VF shut down some of its systems, VF experienced disruption to certain of its operations, including interrupted replenishment