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NYSE: KTB Kontoor Brands, Inc. 8-K

Kontoor Brands completes $750M sale of Lee business to Authentic Brands

Filed November 6, 2026 · Period ending November 2, 2026 · ~1 min read

5 key changes 4 high relevance 4 sections

Key Changes

  • high

    Kontoor Brands closed the sale of its Lee business to Authentic Brands Group on November 2, 2026, receiving approximately $698.2 million in cash after adjustments.

  • high

    The company is eligible for up to $250 million in earnout payments over five years, with a fair value estimated at $77 million as of closing.

  • high

    Kontoor plans to use $450 million of proceeds for share repurchases: $400 million via accelerated share repurchase agreements and $50 million through open market purchases.

    Exhibit 99.2 view on EDGAR →
  • high

    The sale is expected to generate a pre-tax gain of approximately $509.2 million, or $395.9 million after taxes.

    Exhibit 99.2 view on EDGAR →
  • medium

    Pro forma income from continuing operations for the nine months ended October 3, 2026, is $80.4 million, down from $84.5 million historically.

    Exhibit 99.2 view on EDGAR →

Summary

Kontoor Brands has completed the sale of its Lee business to Authentic Brands Group, receiving approximately $698.2 million in cash after adjustments, with the potential for up to $250 million in earnout payments over five years. The company plans to deploy $450 million of the proceeds toward share repurchases, signaling a focus on returning capital to shareholders.

The transaction is expected to generate a significant gain, though pro forma income from continuing operations is lower than historical levels due to the removal of the Lee business. This divestiture leaves Kontoor with a more focused portfolio centered on Wrangler and Helly Hansen, which management believes will drive stronger returns.

Section-by-Section Diff

Event · Item 2.01 — Completion of Acquisition or Disposition of Assets

~400 words

Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.

2 Added
Added Lee divestiture completion high

Added in current filing · verify on EDGAR →

On November 2, 2026, Kontoor Brands, Inc. (the “Company”) completed the previously announced sale (the “Transaction”) of all of the outstanding shares of capital stock of The H.D. Lee Company, Inc., a Delaware corporation, a wholly-owned subsidiary of the Company (“Lee”), to ABG-Storm LLC, a Delaware limited liability company, an affiliate of Authentic Brands Group (“Buyer”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), dated May 20, 2026, among the Company, Buyer and Lee.

Kontoor Brands has closed the sale of its wholly-owned Lee subsidiary to an affiliate of Authentic Brands Group. The transaction was completed on November 2, 2026, under a stock purchase agreement dated May 20, 2026.

Added Sale consideration high

Added in current filing · verify on EDGAR →

Pursuant to the Purchase Agreement, the Company received $750 million in cash at closing of the Transaction from Buyer, subject to customary post-closing adjustments for cash, indebtedness, transaction expenses and net working capital, with an additional $250 million earnout opportunity based on the performance of the Lee business over a five-year period.

Kontoor received $750 million in cash at closing, subject to standard post-closing adjustments. An additional $250 million earnout is possible over five years based on Lee's performance, making the total potential consideration up to $1 billion.

Event · Item 7.01 — Regulation FD Disclosure

~100 words

Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.

1 Added
Added Lee business sale completion high

Added in current filing · verify on EDGAR →

On November 3 2026, the Company issued a press release announcing the completion of the sale of the Lee business to Buyer.

The 8-K discloses that Kontoor Brands has completed the sale of its Lee business. The buyer is referred to only as 'Buyer' in the filing text. The press release with further details is furnished as Exhibit 99.1.

Event · Exhibit 99.1

2 Added
Added Lee business divestiture high

Added in current filing · view on EDGAR →

Kontoor Brands, Inc. (NYSE: KTB) today announced it has completed the sale of the Lee® business to Authentic Brands Group.

Kontoor Brands has finalized the sale of its Lee brand to Authentic Brands Group. The company says this leaves it with a more focused, growth-oriented portfolio centered on Wrangler and Helly Hansen. No financial terms of the transaction were disclosed in the release.

Added Strategic repositioning medium

Added in current filing · view on EDGAR →

We now have a more focused, growth-oriented portfolio positioned to deliver stronger returns for our shareholders.

CEO Scott Baxter frames the divestiture as a strategic move to concentrate on higher-growth brands. The statement signals management's intent to improve shareholder returns through a narrower portfolio, though no specific financial targets were provided.

Event · Exhibit 99.2

Kontoor completed the $750M sale of its Lee business, receiving ~$698.2M cash plus a $77M earnout, and provided pro forma financials.

2 Added
Added Pro forma gain on sale high

Added in current filing · view on EDGAR →

Estimated pro forma net gain on Transaction 509,228

The company estimates a pre-tax pro forma gain of approximately $509.2 million on the sale of the Lee business, based on total purchase consideration of $775.2 million (including the $77.0 million earnout fair value) less the net assets sold and transaction costs. After estimated taxes of $113.3 million, the after-tax gain is approximately $395.9 million.

Added Pro forma continuing operations medium

Added in current filing · view on EDGAR →

Income from continuing operations $ 84,455 $ (4,036) $ 80,419

For the nine months ended October 3, 2026, pro forma income from continuing operations is $80.4 million, down from $84.5 million historically, reflecting the removal of the Lee business and transition agreement adjustments. Pro forma diluted EPS from continuing operations is $1.45 versus $1.52 historically.

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