RH
06/11/2026 | Press release | Distributed by Public on 06/11/2026 15:17
Form 10-Q Filing Q1 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 2, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-35720
Graphic
(Exact name of registrant as specified in its charter)
Delaware
45-3052669
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
15 Koch Road
Corte Madera, CA
94925
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (415) 924-1005
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.0001 par value
RH
New York Stock Exchange, Inc.
(Title of each class)
(Trading symbol)
(Name of each exchange on which registered)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 5, 2026, 18,900,969 shares of the registrant's common stock were outstanding.
Table of Contents
RH
INDEX TO FORM 10-Q
Page
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
3
Condensed Consolidated Balance Sheets (Unaudited)
as of May 2, 2026 and January 31, 2026
3
Condensed Consolidated Statements of Income (Loss) (Unaudited)
for the three months ended May 2, 2026 and May 3, 2025
4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
for the three months ended May 2, 2026 and May 3, 2025
5
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited)
for the three months ended May 2, 2026 and May 3, 2025
6
Condensed Consolidated Statements of Cash Flows (Unaudited)
for the three months ended May 2, 2026 and May 3, 2025
7
Notes to Condensed Consolidated Financial Statements (Unaudited)
9
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
27
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
44
Item 4.
Controls and Procedures
44
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
45
Item 1A.
Risk Factors
45
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
46
Item 3.
Defaults Upon Senior Securities
46
Item 4.
Mine Safety Disclosures
46
Item 5.
Other Information
46
Item 6.
Exhibits
47
Signatures
48
TABLE OF CONTENTS
2026 FIRST QUARTER FORM 10-Q | 2
Table of Contents
PART I
ITEM 1. FINANCIAL STATEMENTS
RH
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
MAY 2,
JANUARY 31,
2026
2026
(in thousands)
ASSETS
Cash and cash equivalents
$
53,803
$
41,191
Accounts receivable-net
72,435
63,447
Merchandise inventories
802,438
818,550
Prepaid expense and other current assets
195,205
184,474
Total current assets
1,123,881
1,107,662
Property and equipment-net
2,219,579
2,158,718
Operating lease right-of-use assets
835,074
795,352
Goodwill and intangible assets-net
224,214
224,016
Deferred tax assets
128,364
128,375
Equity method investments
119,311
119,754
Other non-current assets
297,254
301,833
Total assets
$
4,947,677
$
4,835,710
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses
$
411,554
$
386,736
Deferred revenue and customer deposits
382,421
338,504
Operating lease liabilities
110,255
110,280
Other current liabilities
92,627
95,086
Total current liabilities
996,857
930,606
Asset based credit facility
30,000
20,000
Term loan B-net
1,882,171
1,886,370
Term loan B-2-net
467,112
467,299
Real estate loan-net
15,112
15,199
Non-current operating lease liabilities
733,340
705,084
Non-current finance lease liabilities
734,159
718,837
Deferred tax liabilities
17,561
17,731
Other non-current liabilities
14,438
13,984
Total liabilities
4,890,750
4,775,110
Commitments and contingencies (Note 13)
Stockholders' equity
Preferred stock-$0.0001 par value per share, 10,000,000 shares authorized, no shares issued or outstanding as of May 2, 2026 and January 31, 2026
-
-
Common stock-$0.0001 par value per share, 180,000,000 shares authorized, 18,900,769 shares issued and outstanding as of May 2, 2026; 18,818,976 shares issued and outstanding as of January 31, 2026
2
2
Additional paid-in capital
425,102
410,461
Accumulated other comprehensive income
31,585
36,202
Accumulated deficit
(399,762)
(386,065)
Total stockholders' equity
56,927
60,600
Total liabilities and stockholders' equity
$
4,947,677
$
4,835,710
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
PART I. FINANCIAL INFORMATION
2026 FIRST QUARTER FORM 10-Q | 3
Table of Contents
RH
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands, except share and per share amounts)
Net revenues
$
800,328
$
813,952
Cost of goods sold
469,069
458,619
Gross profit
331,259
355,333
Selling, general and administrative expenses
297,016
299,422
Operating income
34,243
55,911
Other expenses
Interest expense-net
52,663
56,603
Other (income) expense-net
737
(3,653)
Total other expenses
53,400
52,950
Income (loss) before income taxes and equity method investments
(19,157)
2,961
Income tax expense (benefit)
(5,902)
3,127
Loss before equity method investments
(13,255)
(166)
Share of equity method investments net (income) loss
442
(8,205)
Net income (loss)
$
(13,697)
$
8,039
Weighted-average shares used in computing basic net income (loss) per share
18,845,313
18,729,005
Basic net income (loss) per share
$
(0.73)
$
0.43
Weighted-average shares used in computing diluted net income (loss) per share
18,845,313
19,913,234
Diluted net income (loss) per share
$
(0.73)
$
0.40
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
PART I. FINANCIAL INFORMATION
2026 FIRST QUARTER FORM 10-Q | 4
Table of Contents
RH
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
Net income (loss)
$
(13,697)
$
8,039
Net gain (loss) from foreign currency translation
(4,617)
31,609
Comprehensive income (loss)
$
(18,314)
$
39,648
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
PART I. FINANCIAL INFORMATION
2026 FIRST QUARTER FORM 10-Q | 5
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RH
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)
THREE MONTHS ENDED
COMMON STOCK
ACCUMULATED
ADDITIONAL
OTHER
TOTAL
PAID-IN
COMPREHENSIVE
ACCUMULATED
STOCKHOLDERS'
SHARES
AMOUNT
CAPITAL
INCOME (LOSS)
DEFICIT
EQUITY (DEFICIT)
(in thousands, except share amounts)
Balances-January 31, 2026
18,818,976
$
2
$
410,461
$
36,202
$
(386,065)
$
60,600
Stock-based compensation
-
-
11,919
-
-
11,919
Issuance of restricted stock
13,000
-
-
-
-
-
Vested and delivered restricted stock units
1,389
-
(18)
-
-
(18)
Exercise of stock options
67,404
-
2,740
-
-
2,740
Net loss
-
-
-
-
(13,697)
(13,697)
Net loss from foreign currency translation
-
-
-
(4,617)
-
(4,617)
Balances-May 2, 2026
18,900,769
$
2
$
425,102
$
31,585
$
(399,762)
$
56,927
Balances-February 1, 2025
18,726,116
$
2
$
362,348
$
(15,087)
$
(510,852)
$
(163,589)
Stock-based compensation
-
-
12,374
-
-
12,374
Vested and delivered restricted stock units
1,020
-
(31)
-
-
(31)
Exercise of stock options
5,129
-
830
-
-
830
Net income
-
-
-
-
8,039
8,039
Net gain from foreign currency translation
-
-
-
31,609
-
31,609
Balances-May 3, 2025
18,732,265
$
2
$
375,521
$
16,522
$
(502,813)
$
(110,768)
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
PART I. FINANCIAL INFORMATION
2026 FIRST QUARTER FORM 10-Q | 6
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RH
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$
(13,697)
$
8,039
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
38,747
35,236
Non-cash operating lease cost
27,490
25,195
Stock-based compensation
11,919
12,374
Non-cash finance lease interest expense
11,278
8,945
Share of equity method investments net (income) loss
442
(8,205)
Distribution of return on equity method investment
-
4,630
Other non-cash items
2,268
2,471
Change in assets and liabilities:
Accounts receivable
(8,991)
(191)
Merchandise inventories
15,367
18,010
Prepaid expense and other assets
(11,404)
1,273
Landlord assets under construction-net of tenant allowances
(38,561)
(17,800)
Accounts payable and accrued expenses
16,583
(10,300)
Deferred revenue and customer deposits
44,067
53,541
Other current liabilities
(3,124)
(3,583)
Current and non-current operating lease liabilities
(29,070)
(34,933)
Other non-current liabilities
(10,813)
(8,061)
Net cash provided by operating activities
52,501
86,641
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures
(39,220)
(52,565)
Equity method investments
-
(374)
Acquisition of intangible asset
-
(2,769)
Receipt of promissory note repayment from equity method investee
-
1,750
Distribution of return of equity method investment
-
7,916
Proceeds from insurance recoveries
-
1,000
Net cash used in investing activities
(39,220)
(45,042)
PART I. FINANCIAL INFORMATION
2026 FIRST QUARTER FORM 10-Q | 7
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RH
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under asset based credit facility
105,000
185,000
Repayments under asset based credit facility
(95,000)
(200,000)
Repayments under term loans
(6,250)
(6,250)
Principal payments under finance lease agreements-net of tenant allowances
(6,971)
(6,464)
Proceeds from exercise of stock options
2,740
830
Other financing activities
(103)
(118)
Net cash used in financing activities
(584)
(27,002)
Effects of foreign currency exchange rate translation on cash
(85)
1,074
Net increase in cash and cash equivalents
12,612
15,671
Cash and cash equivalents
Beginning of period
41,191
30,413
End of period
$
53,803
$
46,084
Non-cash transactions
Property and equipment additions in accounts payable and accrued expenses at period-end
$
18,132
$
35,292
Landlord asset additions in accounts payable and accrued expenses at period-end
30,476
16,177
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
PART I. FINANCIAL INFORMATION
2026 FIRST QUARTER FORM 10-Q | 8
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RH
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1-THE COMPANY
Nature of Business
RH, a Delaware corporation, together with its subsidiaries (collectively, "we," "us," "our" or the "Company"), is a leading retailer and luxury lifestyle brand operating primarily in the home furnishings market. Our curated and fully integrated assortments are presented consistently across our sales channels, including our retail locations, websites and Sourcebooks. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, and baby, child and teen furnishings.
As of May 2, 2026, we operated a total of 75 RH Galleries and 43 RH Outlet stores, one RH Guesthouse, one RH Interior Design Studio and 14 Waterworks Showrooms throughout the United States, Canada and Europe. We also have sourcing operations in Shanghai.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared from our records and, in our senior leadership team's opinion, include all adjustments, consisting of normal recurring adjustments, necessary to fairly state our financial position as of May 2, 2026, and the results of operations for the three months ended May 2, 2026 and May 3, 2025. Our current fiscal year, which consists of 52 weeks, ends on January 30, 2027 ("fiscal 2026").
The condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries, as well as the financial information of variable interest entities ("VIEs") where we represent the primary beneficiary and have the power to direct the activities that most significantly impact the entity's performance (refer to Note 5-Variable Interest Entities). Accordingly, all intercompany balances and transactions have been eliminated through the consolidation process.
Certain information and disclosures normally included in the notes to annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted for purposes of these interim condensed consolidated financial statements.
The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires our senior leadership team to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material to the condensed consolidated financial statements.
We have assessed various accounting estimates and other matters, including those that require consideration of forecasted financial information, using information that is reasonably available to us at this time. The accounting estimates and other matters we have assessed include, but were not limited to, sales return reserve, inventory reserve, allowance for doubtful accounts, goodwill, and intangible and other long-lived assets. Our current assessment of these estimates is included in the condensed consolidated financial statements as of and for the three months ended May 2, 2026. As additional information becomes available to us, our future assessment of these estimates, as well as other factors, could change and the results of any such change could materially and adversely impact the condensed consolidated financial statements in future reporting periods.
These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the "2025 Form 10-K").
The results of operations for the three months ended May 2, 2026, presented herein, are not necessarily indicative of the results to be expected for the full fiscal year.
PART I. FINANCIAL INFORMATION
2026 FIRST QUARTER FORM 10-Q | 9
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NOTE 2-RECENTLY ISSUED ACCOUNTING STANDARDS
New Accounting Standards or Updates Adopted
Financial Instruments: Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"). This new guidance provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. We adopted the ASU as of February 1, 2026 on a prospective basis and utilized the practical expedient, which did not have a material impact on our condensed consolidated financial statements.
New Accounting Standards or Updates Not Yet Adopted
Income Statement: Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03-Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). This new guidance is designed to improve financial reporting by requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods, including amounts and qualitative descriptions of inventory purchases, employee compensation, depreciation and intangible asset amortization, among other requirements. In January 2025, the FASB issued ASU 2025-01-Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The guidance is required to be adopted on a prospective basis and early adoption is permitted. We are currently assessing the impact that adopting this ASU will have on our condensed consolidated financial statements.
Intangibles-Goodwill and Other-Internal-Use Software: Improvements to Accounting for Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"). This new guidance amends guidance related to accounting for internal-use software development costs and clarifies the criteria for capitalization. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027. We are currently assessing the impact that adopting this ASU will have on our condensed consolidated financial statements.
Interim Reporting: Narrow-Scope Reporting
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Reporting ("ASU 2025-11"). This new guidance clarifies and improves interim reporting guidance. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027. We expect to comply with the amendments in this ASU beginning on the effective date.
PART I. FINANCIAL INFORMATION
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NOTE 3-PREPAID EXPENSE AND OTHER ASSETS
Prepaid expense and other current assets consisted of the following:
MAY 2,
JANUARY 31,
2026
2026
(in thousands)
Value added tax (VAT) receivable
$
49,227
$
39,169
Prepaid expenses
33,740
30,355
Vendor deposits
21,672
26,230
Capitalized catalog costs
19,648
23,274
Federal and state tax receivable
17,297
11,528
Current portion of capitalized cloud computing costs
12,214
11,344
Right of return asset for merchandise
6,096
6,423
Tenant allowance receivable
5,811
5,633
Promissory note receivable, including interest(1)
1,173
1,164
Other current assets
28,327
29,354
Total prepaid expense and other current assets
$
195,205
$
184,474
(1) Represents a promissory note, including principal and accrued interest, due from an affiliate of the managing member of the Aspen LLCs. Refer to Note 5-Variable Interest Entities.
Other non-current assets consisted of the following:
MAY 2,
JANUARY 31,
2026
2026
(in thousands)
Landlord assets under construction-net of tenant allowances
$
163,896
$
156,252
Initial direct costs prior to lease commencement
70,093
81,066
Capitalized cloud computing costs-net(1)
32,496
31,224
Other deposits
9,568
12,234
Vendor deposits-non-current
3,695
3,336
Deferred financing fees
3,040
3,377
Other non-current assets
14,466
14,344
Total other non-current assets
$
297,254
$
301,833
(1) Presented net of accumulated amortization of $47 million and $43 million as of May 2, 2026 and January 31, 2026, respectively.
PART I. FINANCIAL INFORMATION
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NOTE 4-GOODWILL, TRADENAMES, TRADEMARKS AND OTHER INTANGIBLE ASSETS
Goodwill, tradenames, trademarks and other intangible assets for the RH Segment and Waterworks consisted of the following:
RH SEGMENT
WATERWORKS
TRADENAMES,
TRADENAMES,
TRADEMARKS AND
TRADEMARKS AND
OTHER INTANGIBLE
OTHER INTANGIBLE
GOODWILL
ASSETS
GOODWILL(1)
ASSETS(2)
(in thousands)
January 31, 2026
$
144,239
$
62,777
$
-
$
17,000
Additions
-
225
-
-
Other(3)
-
(30)
-
-
Foreign currency translation
3
-
-
-
May 2, 2026
$
144,242
$
62,972
$
-
$
17,000
(1) Waterworks reporting unit goodwill of $51 million recognized upon acquisition in fiscal 2016 was fully impaired as of fiscal 2018.
(2) Presented net of an impairment charge of $35 million recognized in prior fiscal years.
(3) Represents amortization of patents.
There are no goodwill, tradenames, trademarks and other intangible assets for the Real Estate segment.
PART I. FINANCIAL INFORMATION
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NOTE 5-VARIABLE INTEREST ENTITIES
Consolidated Variable Interest Entities and Noncontrolling Interests
In fiscal 2022, we formed eight privately-held limited liability companies (each, a "Member LLC" and collectively, the "Member LLCs" or the "consolidated variable interest entities") with a third-party real estate developer affiliated with the managing member of the Aspen LLCs (as defined in "Equity Method Investments" below) for real estate development activities related to our Gallery transformation and global expansion strategies.
In fiscal 2024, one Member LLC became a wholly owned subsidiary and is no longer a VIE.
As of May 2, 2026 and January 31, 2026, of the remaining seven Member LLCs, we hold a 50 percent membership interest in six of the Member LLCs, and the remaining noncontrolling interest of 50 percent in each Member LLC is held by the same developer. In one Member LLC, we hold approximately 75 percent membership interest with the remaining noncontrolling interest of approximately 25 percent held by the same developer.
The carrying amounts and classification of the VIEs' assets and liabilities included in the condensed consolidated balance sheets were as follows:
MAY 2,
JANUARY 31,
2026
2026
(in thousands)
ASSETS
Cash and cash equivalents
$
1,472
$
1,414
Prepaid expense and other current assets
1,142
1,085
Total current assets
2,614
2,499
Property and equipment-net(1)
288,142
290,077
Other non-current assets
7
7
Total assets
$
290,763
$
292,583
LIABILITIES
Accounts payable and accrued expenses
$
1,272
$
1,262
Other current liabilities
455
367
Total current liabilities
1,727
1,629
Real estate loan-net(2)
15,112
15,199
Other non-current liabilities
1,018
1,026
Total liabilities
$
17,857
$
17,854
(1) Includes $21 million of construction in progress as of both May 2, 2026 and January 31, 2026.
(2) On September 9, 2022, a Member LLC as the borrower executed a Promissory Note (the "Promissory Note") with a third-party bank in an aggregate principal amount equal to $16 million with a maturity date of September 9, 2032. The Promissory Note bears interest at a fixed rate per annum equal to 5.37% until September 15, 2027, on which date the interest rate will reset based on the five-year treasury rate plus 2.00%, subject to a total interest rate floor of 3.00%. The Promissory Note is secured by the assets of the Member LLC and the creditor does not have recourse against RH's general assets.
Equity Method Investments
Equity method investments primarily represent our membership interests in three privately-held limited liability companies in Aspen, Colorado (each, an "Aspen LLC" and collectively, the "Aspen LLCs" or the "equity method investments") that were formed for the purpose of acquiring, developing, operating and selling certain real estate projects in Aspen, Colorado. Additionally, Waterworks has membership interests in two European entities that are equity method investments.
PART I. FINANCIAL INFORMATION
2026 FIRST QUARTER FORM 10-Q | 13
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In March 2025, the Aspen LLC in which we hold a 70 percent interest sold its sole real estate property. Subsequent to the property sale, we received $15 million from the Aspen LLC, which consisted of $2.9 million for the repayment of its outstanding promissory note to us, including accrued interest, and a capital distribution of $13 million. The capital distribution of $13 million represented a return of our contributed capital of $7.9 million and a return on investment of $4.6 million.
Other than as described above, we did not receive any distributions or have any undistributed earnings of equity method investments during the three months ended May 2, 2026 and May 3, 2025.
Our maximum exposure to loss is the carrying value of each of the equity method investments as of May 2, 2026.
NOTE 6-ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accounts payable and accrued expenses consisted of the following:
MAY 2,
JANUARY 31,
2026
2026
(in thousands)
Accounts payable
$
202,977
$
197,740
Accrued compensation
64,960
54,933
Accrued sales, use and other indirect tax
35,646
35,254
Accrued occupancy
26,440
27,264
Accrued freight and duty
23,684
22,877
Accrued professional fees
11,684
7,811
Accrued legal contingencies(1)
2,938
2,914
Other accrued expenses
43,225
37,943
Total accounts payable and accrued expenses
$
411,554
$
386,736
(1) Refer to Note 13-Commitments and Contingencies.
Other current liabilities consisted of the following:
MAY 2,
JANUARY 31,
2026
2026
(in thousands)
Current portion of term loans
$
25,000
$
25,000
Allowance for sales returns
24,336
24,821
Finance lease liabilities
21,943
21,249
Unredeemed gift card and merchandise credit liability
15,422
18,138
Foreign tax payable
2,552
2,902
Other current liabilities
3,374
2,976
Total other current liabilities
$
92,627
$
95,086
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Supplier Finance Program
We facilitate a voluntary supply chain financing program (the "Financing Program") with a third-party financial institution (the "Bank") to provide participating suppliers with the opportunity to receive early payment on invoices, net of a discount charged to the supplier by the Bank. As of May 2, 2026 and January 31, 2026, we had $37 million and $31 million, respectively, of payment obligations outstanding under the Financing Program included in accounts payable and accrued expenses on the condensed consolidated balance sheets.
Contract Liabilities
We defer revenue associated with merchandise delivered via the home-delivery channel. We expect that substantially all of the deferred revenue and customer deposits as of May 2, 2026 will be recognized within the next six months as the performance obligations are satisfied. In addition, we defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards. During the three months ended May 2, 2026 and May 3, 2025, we recognized $5.7 million and $6.5 million, respectively, of revenue related to previous deferrals related to our gift cards. We expect that approximately 75 percent of the remaining gift card liabilities will be recognized when the gift cards are redeemed by customers.
NOTE 7-LEASES
Lease costs-net consisted of the following:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
Operating lease costs(1)
$
40,174
$
35,446
Finance lease costs
Amortization of leased assets(1)
17,206
14,673
Interest on lease liabilities(2)
11,278
8,945
Variable lease costs(3)
7,074
7,187
Sublease income(4)
(1,176)
(1,182)
Total lease costs-net
$
74,556
$
65,069
(1) Operating lease costs and amortization of finance lease right-of-use assets are included in cost of goods sold or selling, general and administrative expenses on the condensed consolidated statements of income (loss) based on our accounting policy.
(2) Included in interest expense-net on the condensed consolidated statements of income (loss). Amounts include lease cost related to variable lease payments based on an index or rate that were not included in the measurement of the initial lease liability and right-of-use asset for finance leases, which were not material in either period presented.
(3) Represents variable lease payments under operating and finance lease agreements, primarily associated with contingent rent based on a percentage of retail sales over contractual levels of $3.7 million and $4.1 million for the three months ended May 2, 2026 and May 3, 2025, respectively, as well as charges associated with common area maintenance of $3.4 million and $3.1 million for the three months ended May 2, 2026 and May 3, 2025, respectively. Other variable costs, which include single lease cost related to variable lease payments based on an index or rate that were not included in the measurement of the initial lease liability and right-of-use asset, were not material in either period presented.
(4) Included in selling, general and administrative expenses on the condensed consolidated statements of income (loss).
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Lease right-of-use assets and lease liabilities consisted of the following:
MAY 2,
JANUARY 31,
BALANCE SHEET CLASSIFICATION
2026
2026
(in thousands)
ASSETS
Operating leases(1)
Operating lease right-of-use assets
$
835,074
$
795,352
Finance leases(2)(3)(4)
Property and equipment-net
1,228,467
1,181,339
Total lease right-of-use assets
$
2,063,541
$
1,976,691
LIABILITIES
Current(5)
Operating leases
Operating lease liabilities
$
110,255
$
110,280
Finance leases
Other current liabilities
21,943
21,249
Total lease liabilities-current
132,198
131,529
Non-current
Operating leases
Non-current operating lease liabilities
733,340
705,084
Finance leases
Non-current finance lease liabilities
734,159
718,837
Total lease liabilities-non-current
1,467,499
1,423,921
Total lease liabilities
$
1,599,697
$
1,555,450
(1) Includes $41 million as of both May 2, 2026 and January 31, 2026 related to a future RH Design Gallery lease where the landlord is one of the Aspen LLCs. Refer to Note 5-Variable Interest Entities.
(2) Includes capitalized amounts related to our completed construction activities to design and build leased assets, which are reclassified from other non-current assets upon lease commencement.
(3) Recorded net of accumulated amortization of $401 million and $384 million as of May 2, 2026 and January 31, 2026, respectively.
(4) Includes $32 million and $33 million as of May 2, 2026 and January 31, 2026, respectively, related to an RH Design Gallery lease with a landlord that is an affiliate of the managing member of the Aspen LLCs. Refer to Note 5-Variable Interest Entities.
(5) Current portion of lease liabilities represents the reduction of the related lease liability over the next 12 months.
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The maturities of lease liabilities were as follows as of May 2, 2026:
OPERATING
FINANCE
FISCAL YEAR
LEASES
LEASES
TOTAL
(in thousands)
Remainder of fiscal 2026
$
126,011
$
47,850
$
173,861
2027
149,854
64,939
214,793
2028
118,963
64,090
183,053
2029
107,145
63,786
170,931
2030
98,390
64,819
163,209
2031
79,923
61,877
141,800
Thereafter
595,362
1,170,881
1,766,243
Total lease payments(1)(2)
1,275,648
1,538,242
2,813,890
Less-imputed interest(3)
(432,053)
(782,140)
(1,214,193)
Present value of lease liabilities
$
843,595
$
756,102
$
1,599,697
(1) Total lease payments include future obligations for renewal options that are reasonably certain to be exercised and are included in the measurement of the lease liability. Total lease payments exclude $578 million of legally binding payments under the non-cancellable term for leases signed but not yet commenced under our accounting policy as of May 2, 2026, of which $17 million, $29 million, $32 million, $34 million, $35 million and $35 million will be paid in the remainder of fiscal 2026, fiscal 2027, fiscal 2028, fiscal 2029, fiscal 2030 and fiscal 2031, respectively, and $396 million will be paid subsequent to fiscal 2031.
(2) Excludes an immaterial amount of future commitments under short-term lease agreements.
(3) Calculated using the discount rate for each lease at lease commencement.
Supplemental information related to leases consisted of the following:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
Weighted-average remaining lease term (years)
Operating leases
11.4
9.4
Finance leases
21.7
20.0
Weighted-average discount rate
Operating leases
6.6
%
6.0
%
Finance leases
6.5
%
5.8
%
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Other information related to leases consisted of the following:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
$
(40,990)
$
(45,409)
Operating cash flows from finance leases
(11,278)
(13,477)
Financing cash flows from finance leases-net(1)
(6,971)
(6,464)
Total cash outflows from leases
$
(59,239)
$
(65,350)
Non-cash transactions
Lease right-of-use assets obtained in exchange for lease obligations-net of lease terminations
Operating leases
$
57,667
$
60,755
Finance leases
20,606
-
Reclassification from other non-current assets to finance lease right-of-use assets
47,099
-
Reclassification from other non-current assets to operating lease right-of-use assets
11,979
-
(1) Presented net of tenant allowances received subsequent to lease commencement of $1.4 million in the three months ended May 3, 2025. No such amounts were received from landlords in the three months ended May 2, 2026.
NOTE 8-CREDIT FACILITIES
The outstanding balances under our credit facilities were as follows:
MAY 2,
JANUARY 31,
2026
2026
UNAMORTIZED
UNAMORTIZED
DEBT
NET
DEBT
NET
INTEREST
OUTSTANDING
ISSUANCE
CARRYING
OUTSTANDING
ISSUANCE
CARRYING
RATE
AMOUNT
COSTS
AMOUNT
AMOUNT
COSTS
AMOUNT
(dollars in thousands)
Asset based credit facility(1)
5.26%
$
30,000
$
-
$
30,000
$
20,000
$
-
$
20,000
Term loan B(2)
6.27%
1,910,000
(7,829)
1,902,171
1,915,000
(8,630)
1,906,370
Term loan B-2(3)
7.00%
482,500
(10,388)
472,112
483,750
(11,451)
472,299
Total credit facilities
$
2,422,500
$
(18,217)
$
2,404,283
$
2,418,750
$
(20,081)
$
2,398,669
(1) Deferred financing fees associated with the asset based credit facility as of May 2, 2026 and January 31, 2026 were $3.0 million and $3.4 million, respectively, and are included in other non-current assets on the condensed consolidated balance sheets. The deferred financing fees are amortized on a straight-line basis over the life of the revolving line of credit. In July 2025, Restoration Hardware, Inc. entered into an amendment to the ABL Credit Agreement (defined below), which extended the maturity date of the revolving line of credit from July 29, 2026 to the earlier of (a) July 31, 2030 and (b) the date which is 91 days prior to the final stated maturity of the Term Loan Credit Agreement and any refinancing thereof.
(2) Represents the Term Loan Credit Agreement (defined below), of which outstanding amounts of $1,890 million and $1,895 million were included in term loan B-net on the condensed consolidated balance sheets as of May 2, 2026 and January 31, 2026, respectively, and $20 million of current maturities of long-term debt was included in other current liabilities on the condensed consolidated balance sheets as of both May 2, 2026 and January 31, 2026.
(3) Represents the outstanding balance of the Term Loan B-2 (defined below) under the Term Loan Credit Agreement, of which outstanding amounts of $478 million and $479 million were included in term loan B-2-net on the condensed consolidated balance sheets as of May 2, 2026 and January 31, 2026, respectively, and $5.0 million of current maturities of long-term debt was included in other current liabilities on the condensed consolidated balance sheets as of both May 2, 2026 and January 31, 2026.
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Asset Based Credit Facility
On August 3, 2011, Restoration Hardware, Inc. ("RHI"), a wholly owned subsidiary of RH, along with its Canadian subsidiary, Restoration Hardware Canada, Inc., entered into the Ninth Amended and Restated Credit Agreement (as amended prior to June 28, 2017, the "Original Credit Agreement") by and among RHI, Restoration Hardware Canada, Inc., certain other subsidiaries of RH named therein as borrowers or guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the "ABL Agent").
On July 31, 2025, RHI entered into an Amendment (the "Amendment") to the Original Credit Agreement, as it had been subsequently amended (as amended by the Amendment, the "ABL Credit Agreement"). The Amendment, among other things, amends the Original Credit Agreement to extend the maturity date of the ABL Credit Agreement to be the earlier of (a) July 31, 2030 and (b) the date which is 91 days prior to the final stated maturity of the Term Loan Credit Agreement and any refinancing thereof. Under the ABL Credit Agreement, RHI has a revolving line of credit with initial availability of up to $600 million, of which (i) $10 million is available to the RH subsidiary, Restoration Hardware Canada, Inc., and (ii) $100 million is available to the RH subsidiary, RH Geneva Sàrl. The ABL Credit Agreement includes a $300 million accordion feature under which the revolving line of credit may be expanded by agreement of the parties from $600 million to up to $900 million if and to the extent the lenders revise their credit commitments to encompass a larger facility. The ABL Credit Agreement provides that the $300 million accordion, or a portion thereof, may be added as a first-in, last-out term loan facility if and to the extent the lenders revise their credit commitments for such facility. The ABL Credit Agreement further provides that the borrowers may request a European sub-credit facility under the revolving line of credit or under the accordion feature for borrowing by certain European subsidiaries of RH Global Holdings, Inc. if certain conditions set out in the ABL Credit Agreement are met.
The availability of credit at any given time under the ABL Credit Agreement will be constrained by its terms and conditions, including the amount of collateral available, a borrowing base formula based upon numerous factors, including the value of eligible inventory and eligible accounts receivable, and other restrictions contained in the ABL Credit Agreement. All obligations under the ABL Credit Agreement are secured by substantial assets of the loan parties, including inventory, receivables and certain types of intellectual property. As a result, actual borrowing availability under the revolving line of credit could be less than the stated amount of the revolving line of credit (as reduced by the actual borrowings and outstanding letters of credit under the revolving line of credit).
Borrowings under the revolving line of credit (other than swing line loans, which are subject to interest at the base rate) bear interest, at the borrower's option, at either the base rate or the Secured Overnight Financing Rate ("SOFR") subject to a 0.00% SOFR floor (or, in the case of the Canadian borrowings, the "BA Rate" or the "Canadian Prime Rate", as such terms are defined in the ABL Credit Agreement, for the Canadian borrowings denominated in Canadian dollars, or the "U.S. Index Rate", as such term is defined in the ABL Credit Agreement, or SOFR for Canadian borrowings denominated in U.S. dollars) plus an applicable interest rate margin, in each case.
The ABL Credit Agreement contains various restrictive and affirmative covenants, including required financial reporting, limitations on granting certain liens, limitations on making certain loans or investments, limitations on incurring additional debt, restricted payment limitations limiting the payment of dividends and certain other transactions and distributions, limitations on transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of a similar type and size.
The ABL Credit Agreement does not contain any significant financial ratio covenants or coverage ratio covenants other than a consolidated fixed charge coverage ratio ("FCCR") covenant based on the ratio of (i) consolidated EBITDA to the amount of (ii) debt service costs plus certain other amounts, including dividends and distributions and prepayments of debt as defined in the ABL Credit Agreement (the "FCCR Covenant"). The FCCR Covenant only applies in certain limited circumstances, including when the unused availability under the ABL Credit Agreement drops below the greater of (A) $40 million and (B) an amount based on 10% of the total borrowing availability at the time. The FCCR Covenant ratio is set at 1.0 and measured on a trailing twelve-month basis. As of May 2, 2026, RHI was in compliance with the FCCR Covenant.
The ABL Credit Agreement requires a daily sweep of all cash receipts and collections to prepay the loans under the agreement while (i) an event of default exists or (ii) when the unused availability under the ABL Credit Agreement drops below the greater of (A) $40 million and (B) an amount based on 10% of the total borrowing availability at the time.
The ABL Credit Agreement contains customary representations and warranties, events of default and other customary terms and conditions for an asset based credit facility.
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As of May 2, 2026, RHI had $30 million in outstanding borrowings and $361 million of availability under the revolving line of credit, net of $44 million in outstanding letters of credit. As a result of the FCCR Covenant that limits the last 10% of borrowing availability, actual incremental borrowing available to RHI and the other affiliated parties under the revolving line of credit would be $301 million as of May 2, 2026.
Term Loan Credit Agreement
On October 20, 2021, RHI entered into a Term Loan Credit Agreement (the "Term Loan Credit Agreement") by and among RHI as the borrower, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, the "Term Agent") with respect to an initial term loan (the "Term Loan B") in an aggregate principal amount equal to $2,000 million with a maturity date of October 20, 2028.
Through July 31, 2023, the Term Loan B bore interest at an annual rate based on LIBOR subject to a 0.50% LIBOR floor plus an interest rate margin of 2.50% (with a stepdown of the interest rate margin if RHI achieves a specified public corporate family rating). LIBOR is a floating interest rate that reset periodically during the life of the Term Loan B. At the date of borrowing, the interest rate was set at the LIBOR floor of 0.50% plus 2.50% and the Term Loan B was issued at a discount of 0.50% to face value. Effective August 1, 2023, the Term Loan B bears interest at an annual rate based on SOFR subject to a 0.50% SOFR floor plus an interest rate margin of 2.50% plus a credit spread adjustment.
On May 13, 2022, RHI entered into a 2022 Incremental Amendment (the "2022 Incremental Amendment") with Bank of America, N.A., as administrative agent, amending the Term Loan Credit Agreement (the Term Loan Credit Agreement as amended by the 2022 Incremental Amendment, the "Amended Term Loan Credit Agreement"). Pursuant to the terms of the 2022 Incremental Amendment, RHI incurred incremental term loans (the "Term Loan B-2") in an aggregate principal amount equal to $500 million with a maturity date of October 20, 2028. The Term Loan B-2 constitutes a separate class from the Term Loan B under the Term Loan Credit Agreement.
The Term Loan B-2 bears interest at an annual rate based on SOFR subject to a 0.50% SOFR floor plus an interest rate margin of 3.25% plus a credit spread adjustment of 0.10%. Other than the terms relating to the Term Loan B-2, the terms of the Amended Term Loan Credit Agreement remain substantially the same as the terms of the existing Term Loan Credit Agreement, including representations and warranties, covenants and events of default.
All obligations under the Term Loan B are guaranteed by certain domestic subsidiaries of RHI. Further, RHI and such subsidiaries have granted a security interest in substantially all of their assets (subject to customary and other exceptions) to secure the Term Loan B. Substantially all of the collateral securing the Term Loan B also secures the loans and other credit extensions under the ABL Credit Agreement. On October 20, 2021, in connection with the Term Loan Credit Agreement, RHI and certain other subsidiaries of RH party to the Term Loan Credit Agreement and the ABL Credit Agreement, as the case may be, entered into an Intercreditor Agreement (the "Intercreditor Agreement") with the Term Agent and the ABL Agent. The Intercreditor Agreement establishes various customary inter-lender terms, including, without limitation, with respect to priority of liens, permitted actions by each party, application of proceeds, exercise of remedies in case of default, releases of liens and certain limitations on the amendment of the ABL Credit Agreement and the Term Loan Credit Agreement without the consent of the other parties.
The borrowings under the Term Loan Credit Agreement may be prepaid in whole or in part at any time, subject to a prepayment premium of 1.0% in connection with any repricing transaction within the six months following the closing date of the Term Loan Credit Agreement.
The Term Loan Credit Agreement contains various restrictive and affirmative covenants, including required financial reporting, limitations on granting certain liens, limitations on making certain loans or investments, limitations on incurring additional debt, restricted payment limitations limiting the payment of dividends and certain other transactions and distributions, limitations on transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of a similar type and size, but provides for unlimited exceptions in the case of incurring indebtedness, granting of liens and making investments, dividend payments, and payments of material junior indebtedness, subject to satisfying specified leverage ratio tests.
The Term Loan Credit Agreement does not contain a financial maintenance covenant.
The Term Loan Credit Agreement contains customary representations and warranties, events of default and other customary terms and conditions for a term loan credit agreement.
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NOTE 9-FAIR VALUE MEASUREMENTS
Fair Value Measurements-Recurring
Amounts reported as cash and equivalents, receivables, and accounts payable and accrued expenses approximate fair value due to the short-term nature of activity within these accounts. The estimated fair value of the asset based credit facility approximates cost as the interest rate associated with the facility is variable and resets frequently (Level 2).
The estimated fair value and carrying value of the Term Loan Credit Agreement and the real estate loan were as follows:
MAY 2,
JANUARY 31,
2026
2026
PRINCIPAL
PRINCIPAL
FAIR
CARRYING
FAIR
CARRYING
VALUE
VALUE(1)
VALUE
VALUE(1)
(in thousands)
Term loan B
$
1,876,575
$
1,910,000
$
1,881,488
$
1,915,000
Term loan B-2
477,072
482,500
480,122
483,750
Real estate loan
15,135
15,500
15,343
15,585
(1) The principal carrying values of the Term Loan B and Term Loan B-2 represent the outstanding amount under each class and exclude discounts upon original issuance and third-party offering costs. The principal carrying value of the real estate loan represents the outstanding principal balance and excludes debt issuance costs.
The fair values of the Term Loan B and Term Loan B-2 were derived from observable bid prices (Level 1). The fair value of the real estate loan was derived from discounted cash flows using risk-adjusted rates (Level 2).
NOTE 10-INCOME TAXES
Our income tax expense (benefit) and effective tax rates were as follows:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(dollars in thousands)
Income tax expense (benefit)
$
(5,902)
$
3,127
Effective tax rate
30.8
%
28.0
%
The increase in our effective tax rate for the three months ended May 2, 2026 compared to the three months ended May 3, 2025 is primarily attributable to the net loss in the current period, as well as the discrete tax impact of the favorable legal settlement associated with credit card interchange fees and net excess tax windfalls from stock-based compensation in the three months ended May 2, 2026 as compared to net tax shortfalls in the three months ended May 3, 2025.
On July 4, 2025, the United States enacted tax legislation through the H.R.1 Reconciliation Act, commonly referred to as the One Big Beautiful Bill Act (the "OBBBA"), which implemented several corporate tax law changes taking effect in fiscal 2025 and others through fiscal 2027. The impacts of the OBBBA are reflected in our results for the quarter ended May 2, 2026. We will continue to monitor any future changes in our business or interpretations of the new tax law that could affect our tax position in subsequent periods.
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NOTE 11-NET INCOME (LOSS) PER SHARE
The weighted-average shares used for net income (loss) per share were as follows:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026(1)
2025
Weighted-average shares-basic
18,845,313
18,729,005
Effect of dilutive stock-based awards
-
1,184,229
Weighted-average shares-diluted
18,845,313
19,913,234
(1) As we reported a net loss for the three months ended May 2, 2026, the weighted-average shares outstanding for basic and diluted are the same for the corresponding period.
The following number of options and restricted stock units were excluded from the calculation of diluted net income (loss) per share because their inclusion would have been anti-dilutive:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
Options
3,370,702
1,947,777
Restricted stock units
19,969
8,632
NOTE 12-STOCK-BASED COMPENSATION
We maintain two stock incentive plans, the 2012 Stock Incentive Plan and the 2023 Stock Incentive Plan (collectively, the "Plans"), that provide for the grant of incentive stock options to our employees and the grant of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and any combination thereof to our employees, directors and consultants and our parent and subsidiary corporations' employees, directors and consultants. As of May 2, 2026, there were a total of 1,415,103 shares issuable under the 2023 Stock Incentive Plan.
Equity Awards Under the Plans
Options outstanding, vested or expected to vest, and exercisable as of May 2, 2026 were as follows:
WEIGHTED-
WEIGHTED-
AGGREGATE
AVERAGE
AVERAGE
INTRINSIC
EXERCISE
REMAINING TERM
VALUE
SHARES
PRICE
(in years)
(in thousands)
Options outstanding
4,289,594
$
200.70
5.3
$
88,420
Options vested or expected to vest
3,845,699
201.71
4.8
88,256
Options exercisable
2,542,754
194.02
3.1
87,854
Stock-based compensation, which is included in selling, general and administrative expenses on the condensed consolidated statements of income (loss), was as follows:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
Stock-based compensation
$
11,919
$
12,374
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No stock-based compensation has been capitalized in the accompanying condensed consolidated financial statements.
As of May 2, 2026, the total unrecognized stock-based compensation and weighted-average remaining term of unvested awards were as follows:
UNRECOGNIZED
WEIGHTED-
STOCK BASED
AVERAGE
COMPENSATION
REMAINING TERM
(in thousands)
(in years)
Unvested options
$
153,591
5.3
Unvested restricted stock and restricted stock units
6,486
1.6
Total
$
160,077
NOTE 13-COMMITMENTS AND CONTINGENCIES
Commitments
We had no material off-balance sheet commitments as of May 2, 2026.
Contingencies
We are subject to contingencies, including in connection with lawsuits, claims, investigations and other legal proceedings incident to the ordinary course of our business. These disputes are increasing in number as we expand our business and provide new product and service offerings, such as restaurants and hospitality, and as we enter new markets and legal jurisdictions and face increased complexity related to compliance and regulatory requirements. In addition, we are subject to governmental and regulatory examinations, information requests, and investigations from time to time at the state and federal levels.
We currently face certain legal proceedings that involve complex litigation, including class action cases, matters related to our employment practices, the application of state wage-and-hour laws, product liability and other causes of action. We have faced similar litigation in the past. Due to the inherent difficulty of predicting the course of complex legal actions, including class-action allegations, such as the eventual scope, duration or outcome, we may be unable to estimate the amount or range of any potential loss that could result from an unfavorable outcome arising from such matters. Our assessment of these legal proceedings, as well as other lawsuits, could change based upon the discovery of facts that are not presently known or developments during the course of the litigation. We have settled certain class action and other cases but continue to defend a variety of legal actions and our estimates of our exposure in such cases may evolve over time. Accordingly, the ultimate costs to resolve litigation, including class action cases, may be substantially higher or lower than our estimates.
With respect to such contingencies, we review the need for any loss contingency reserves and establish reserves when, in the opinion of our senior leadership team, it is probable that a matter would result in liability, and the amount of loss, if any, can be reasonably estimated. Loss contingencies determined to be probable and estimable are recorded in accounts payable and accrued expenses on the condensed consolidated balance sheets (refer to Note 6-Accounts Payable, Accrued Expenses and Other Current Liabilities). These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to each matter. In view of the inherent difficulty of predicting the outcome of certain matters, particularly in cases in which claimants seek substantial or indeterminate damages, it may not be possible to determine whether a liability has been incurred or to reasonably estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no reserve is established until that time. When and to the extent that we do establish a reserve, there can be no assurance that any such recorded liability for estimated losses will be for the appropriate amount, and actual losses could be higher or lower than what we accrue from time to time. Although we believe that the ultimate resolution of our current legal proceedings will not have a material adverse effect on the condensed consolidated financial statements, the outcome of legal matters is subject to inherent uncertainty.
PART I. FINANCIAL INFORMATION
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Although we are self-insured or maintain deductibles in the United States for workers' compensation, general liability and product liability up to predetermined amounts, above which third-party insurance applies, depending on the facts and circumstances of the underlying claims, coverage under these or other of our insurance policies may not be available. We may elect not to renew certain insurance coverage or renewal of coverage may not be available or may be prohibitively expensive. Even if we believe coverage does apply under our insurance programs, our insurance carriers may dispute coverage based on the underlying facts and circumstances.
The outcome of any contingencies, including lawsuits, claims, investigations and other legal proceedings, could result in unexpected expenses and liability that could adversely affect our operations. In addition, any legal proceedings in which we are involved or claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of our senior leadership team's time, result in the diversion of significant operational resources, and require changes to our business operations, policies and practices. Legal costs related to such matters are expensed as incurred.
Gain Contingencies
Settlement
In February 2026, we entered into a settlement agreement to resolve litigation pertaining to credit card interchange fees in which we received $32 million, net of legal costs, in March 2026. We recognized this settlement as a gain within selling, general and administrative expenses on the condensed consolidated statements of income (loss) for the three months ended May 2, 2026.
Tariffs
In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). Subsequently, new tariffs were imposed pursuant to alternative statutory authority and are scheduled to expire after 150 days absent Congressional authorization. In April 2026, the IEEPA refund process was launched at which time we filed for refunds for tariffs previously paid in an aggregate amount of $69 million. We began to receive tariff refunds in the second quarter of fiscal 2026, and, to date, have received refunds of approximately $9 million, inclusive of interest. Given the evolving trade policy environment and uncertainty related to the recoverability or timing of refunds we believe may be due to us, we plan to recognize such refunds once they are realized or realizable and are evaluating the impact of these actions on our condensed consolidated financial statements.
NOTE 14-SEGMENT REPORTING
We define reportable and operating segments on the same basis that we use to evaluate our performance internally by the chief operating decision maker ("CODM"), which we have determined is our Chief Executive Officer. We have three operating segments: RH Segment, Waterworks and Real Estate. The RH Segment and Waterworks operating segments (the "retail operating segments") include all sales channels accessed by our customers, including sales through retail locations and outlets, including hospitality, websites, Sourcebooks, and the Trade and Contract channels. The Real Estate segment represents operations associated with certain of our equity method investments and consolidated VIEs that have operations not directly related to the activities of the retail operating segments.
The retail operating segments are strategic business units that offer products for the home furnishings customer. While RH Segment and Waterworks have a shared senior leadership team and customer base, we have determined that their results cannot be aggregated as they do not share similar economic characteristics, as well as due to other quantitative factors.
Segment Information
The CODM uses segment adjusted operating income to evaluate segment profitability for the retail operating segments and to allocate resources and analyze variances of actual performance to our forecasts when making decisions. Operating income is defined as net income (loss) before interest expense-net, other (income) expense-net, income tax expense (benefit) and our share of equity method investments net (income) loss. Segment adjusted operating income (loss) excludes (i) legal settlement-net and (ii) non-cash compensation amortization related to an option grant made to Mr. Friedman in October 2020, which stock-based compensation for this award was fully recognized as of the first quarter of fiscal 2025. These items are excluded from segment adjusted operating income (loss) in order to provide better transparency of segment operating results. Accordingly, these items are not presented by segment because they are excluded from the segment profitability measure that the CODM and our senior leadership team review.
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Segment net revenues, which represent our disaggregated net revenues in accordance with Accounting Standards Codification 606, significant segment expenses and segment adjusted operating income (loss), by reportable segment, were as follows:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
RH SEGMENT
WATERWORKS
TOTAL(1)
RH SEGMENT
WATERWORKS
TOTAL(1)
(in thousands)
Net revenues
$
752,202
$
48,126
$
800,328
$
764,998
$
48,954
$
813,952
Cost of goods sold
446,180
22,889
469,069
435,204
23,415
458,619
Advertising expense
51,181
938
52,119
48,723
655
49,378
Other segment expenses(2)
255,882
20,683
276,565
229,616
19,577
249,193
Segment adjusted operating income (loss)
$
(1,041)
$
3,616
$
2,575
$
51,455
$
5,307
$
56,762
Legal settlement-net
(31,668)
-
Non-cash compensation
-
851
Operating income
34,243
55,911
Interest expense-net
52,663
56,603
Other (income) expense-net
737
(3,653)
Income (loss) before income taxes and equity method investments
$
(19,157)
$
2,961
(1) All intercompany transactions are not material and have been eliminated.
(2) Other segment expenses primarily include compensation and occupancy costs classified as selling, general and administrative expenses, and other general and administrative expenses.
In the three months ended May 2, 2026 and May 3, 2025, the Real Estate segment share of equity method investments, which is the measure of segment profitability reviewed by the CODM to evaluate performance internally for the Real Estate segment, was a loss of $0.6 million and income of $8.3 million, respectively. The share of (income) loss from equity method investments for the Waterworks segment was immaterial in both fiscal periods presented.
Depreciation and amortization for our segments was as follows:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
RH Segment
$
37,127
$
33,861
Waterworks
1,620
1,375
Real Estate(1)
-
-
Total depreciation and amortization
$
38,747
$
35,236
(1) There is no depreciation and amortization for the Real Estate segment since all assets represent construction in progress.
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Balance sheet information for our segments consisted of the following:
TRADENAMES,
TRADEMARKS AND
OTHER INTANGIBLE
EQUITY METHOD
TOTAL
GOODWILL(1)
ASSETS(2)
INVESTMENTS
ASSETS
(in thousands)
January 31, 2026
RH Segment
$
144,239
$
62,777
$
-
$
4,499,349
Waterworks
-
17,000
4,363
184,203
Real Estate
-
-
115,391
152,158
Total
$
144,239
$
79,777
$
119,754
$
4,835,710
May 2, 2026
RH Segment
$
144,242
$
62,972
$
-
$
4,604,750
Waterworks
-
17,000
4,538
191,329
Real Estate
-
-
114,773
151,598
Total
$
144,242
$
79,972
$
119,311
$
4,947,677
(1) The Waterworks reporting unit goodwill of $51 million recognized upon acquisition in fiscal 2016 was fully impaired as of fiscal 2018.
(2) The Waterworks reporting unit tradename is presented net of an impairment charge of $35 million recognized in prior fiscal years.
We are domiciled in the United States and primarily operate our retail locations and outlets in the United States. As of May 2, 2026, we operated the following number of retail locations and outlets outside the United States:
COUNT
Canada
6
United Kingdom
3
Germany
2
Belgium
1
France
1
Italy
1
Spain
1
Total(1)
15
(1) Geographic revenues generated outside of the United States did not exceed 10% of total consolidated net revenues in either fiscal period presented.
NOTE 15-SUBSEQUENT EVENT
In May 2026, we received a $50 million cash distribution related to our membership interests in the Aspen LLCs, which resulted from a series of transactions whereby ownership of certain real estate properties held by the Aspen LLCs were transferred to entities wholly owned by the managing member of the Aspen LLCs and one property, which we plan to open as an RH Guesthouse, was transferred to an entity wholly owned by us. Following this distribution, we repaid $32 million of outstanding debt on the wholly owned property transferred to us. Additionally, we received $10 million of deemed non-cash capital contributions in an Aspen LLC. Concurrently with these transactions, the membership interests in the seven Member LLCs that were previously held by a third-party real estate developer affiliated with the managing member of the Aspen LLCs were withdrawn, and, as a result, we wholly own such Member LLCs. We are evaluating the effect these transactions will have on our condensed consolidated financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and the results of our operations should be read together with the condensed consolidated financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes included in our 2025 Form 10-K.
Management's discussion and analysis of financial condition and results of operations ("MD&A") contains forward-looking statements that are subject to risks and uncertainties. Refer to "Special Note Regarding Forward-Looking Statements and Market Data" below and Item 1A-Risk Factors in our 2025 Form 10-K for a discussion of the risks, uncertainties and assumptions associated with these statements. MD&A should be read in conjunction with our historical consolidated financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, those listed in our 2025 Form 10-K.
The discussion of our financial condition and changes in our results of operations, liquidity and capital resources is presented in this section for the three months ended May 2, 2026, and a comparison to the three months ended May 3, 2025. The discussion related to cash flows for the three months ended May 3, 2025, has been omitted from this Quarterly Report on Form 10-Q, but is included in Item 2-Management's Discussion and Analysis of Financial Condition and Results of Operations on our Form 10-Q for the quarter ended May 3, 2025, filed with the Securities and Exchange Commission ("SEC") on June 12, 2025.
MD&A is a supplement to our condensed consolidated financial statements within Part I of this Quarterly Report on Form 10-Q and is provided to enhance an understanding of our results of operations and financial condition. Our MD&A includes these primary sections:
Overview. This section provides a general description of our business, including our key value-driving strategies and an overview of certain known trends and uncertainties.
Basis of Presentation and Results of Operations. This section provides our condensed consolidated statements of income (loss) and other financial and operating data, including a comparison of our results of operations in the current period as compared to the prior year's comparative period, as well as non-GAAP measures we use for operational decision-making and as a means to evaluate period-to-period comparisons.
Liquidity and Capital Resources. This section provides an overview of our sources and uses of cash and our financing arrangements, including our credit facilities and debt arrangements, in addition to the cash requirements for our business, such as our capital expenditures.
Critical Accounting Policies and Estimates. This section discusses the accounting policies and estimates that involve a higher degree of judgment or complexity and are most significant to reporting our consolidated results of operations and financial position, including the significant estimates and judgments used in the preparation of our condensed consolidated financial statements.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA
This Quarterly Report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "will," "short-term," "non-recurring," "one-time," "unusual," "should," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
Forward-looking statements are subject to risk and uncertainties that may cause actual results to differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results. Matters that we identify as "short term," "non-recurring," "unusual," "one-time" or other words and terms of similar meaning may, in fact, not be short term and may recur in one or more future financial reporting periods. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the section titled Risk Factors in our 2025 Form 10-K and Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I of this Quarterly Report and in our 2025 Form 10-K. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements, as well as other cautionary statements. You should evaluate all forward-looking statements made in this Quarterly Report in the context of these risks and uncertainties.
We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect, or that future developments affecting us will be those that we have anticipated. The forward-looking statements included in this Quarterly Report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Overview
We are a leading retailer and luxury lifestyle brand operating primarily in the home furnishings market. Our curated and fully integrated assortments are presented consistently across our sales channels, including our retail locations, websites and Sourcebooks. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, and baby, child and teen furnishings. Our retail business is fully integrated across our multiple channels of distribution. We position our Galleries as showrooms for our brand, while our websites and Sourcebooks act as virtual and print extensions of our physical spaces, respectively. We operate our retail locations throughout the United States, Canada and Europe, and we have an integrated RH Hospitality experience in 26 of our Design Gallery locations, which includes restaurants and wine bars.
We have recently undertaken efforts to introduce the most prolific collection of new products in our history, with a substantial number of new furniture and upholstery collections across RH Interiors, RH Modern, RH Outdoor, RH Baby & Child and RH Teen and the introduction of RH Estates in 2026, featuring RH Bespoke furniture and RH Couture upholstery. We believe these new collections reflect a level of design and quality inaccessible in our current market, and a value proposition that we believe will be disruptive across multiple markets.
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As of May 2, 2026, we operated the following number of locations:
COUNT
RH
North America
Design Galleries
39
Legacy Galleries
25
Outdoor Galleries
2
Modern Gallery
1
Baby & Child Gallery
1
Interior Design Studio
1
Total RH retail locations-North America
69
Europe Design Galleries
7
Total RH retail locations
76
Outlets
43
Guesthouse
1
Waterworks Showrooms
14
Business Conditions
In recent years, our business has been negatively affected and limited by macroeconomic conditions, including high interest rates and mortgage rates, volatility in the global financial markets and the slowdown in the luxury home market as well as other negative factors related to the effects of lingering higher inflation and increased costs, including higher construction expenses.
Since the majority of our product assortment is imported from vendors outside the United States, we also face uncertainty and risks related to tariffs and other trade policies, which may increase the costs of securing products from our vendors. Tariffs and other non-tariff trade practices and policies may adversely affect our business in other ways beyond increased costs for our products. We have taken steps to move our supply chain away from countries with higher tariff rates in favor of other jurisdictions, but these countermeasures may prove to be ineffective and the ability to predict tariff rates in different countries may be difficult as policies may change on short notice. For example, on February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the IEEPA. Following the U.S. Supreme Court's decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. In April 2026, the IEEPA refund process was launched, and we began to receive refunds in the second quarter of fiscal 2026. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels and whether further additional tariffs or other retaliatory actions may be imposed, modified or suspended. Uncertainty about trade policy, tariff rates and other changes in practices affecting international trade might have an adverse effect on our business and results of operations, and we may face challenges in implementing the optimal responses to changing trade conditions.
In addition, there is meaningful uncertainty related to the confluence of different macroeconomic factors that could influence business conditions in the United States and other countries in which we operate. While our expectation is that these different factors will moderate in the future, the timing and precise outlook for these improvements are uncertain. We also believe we have positioned the business to take advantage of any favorable progression in macroeconomic conditions.
Our decisions regarding the sources and uses of capital will continue to reflect and adapt to changes in market conditions and our business, including further developments with respect to macroeconomic factors.
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For more information, refer to the sections entitled Management's Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors in our 2025 Form 10-K.
Key Value-Driving Strategies
In order to achieve our long-term strategies of product transformation, platform expansion and cash generation as well as drive growth across our business, we are focused on the following key strategies and business initiatives:
Product Elevation. We believe we have built the most comprehensive and compelling collection of luxury home furnishings under one brand in the world. Our products are presented across multiple collections, categories and channels that we control, and we believe their desirability and exclusivity have enabled us to achieve strong revenues and margins. Our customers know our brand concepts as RH Interiors, RH Modern, RH Outdoor, RH Beach House, RH Ski House, RH Baby & Child, RH Teen and Waterworks. Our strategy is to continue to elevate the design and quality of our product. Beginning with the mailing of our RH Interiors Sourcebook in the fall of 2023 and with additional Sourcebook mailings throughout 2024 and 2025, we have introduced the most prolific collection of new products in our history, which will continue with the 2026 launch of RH Estates, featuring RH Bespoke furniture and RH Couture upholstery.
Gallery Transformation. Our products are elevated and rendered more valuable by our architecturally inspiring Galleries. We believe our strategy to open new Design Galleries in every major market in the United States and Canada will unlock the value of our vast assortment, generating an expected total annual revenue opportunity of $5 to $6 billion. We believe we can increase our sales by continuing to transform our real estate platform from our existing legacy retail footprint to a portfolio of Design Galleries sized to the potential of each market and the size of our assortment. In addition, we plan to incorporate hospitality into many of the new Design Galleries that we open in the future, which we believe further elevates and renders our product and brand more valuable. We believe hospitality has created a unique new retail experience that cannot be replicated online and that the addition of hospitality drives incremental sales of home furnishings in these Galleries.
Brand Elevation. Our strategy is to move the brand beyond curating and selling product to conceptualizing and selling spaces by building an ecosystem of Products, Places, Services and Spaces that establishes the RH brand as a global thought leader, taste and place maker. We believe our seamlessly integrated ecosystem of immersive experiences inspires customers to dream, design, dine, travel and live in a world thoughtfully curated by RH, creating an impression and connection unlike any other brand in the world. Our hospitality efforts will continue to elevate the RH brand as we extend beyond the four walls of our Galleries into RH Guesthouses, where our goal is to create a new market for travelers seeking privacy and luxury in the $200 billion North American hotel industry. We entered this industry with the opening of the RH Guesthouse New York in September 2022 and are in the process of constructing our second RH Guesthouse in Aspen. In June 2023, we opened RH England, The Gallery at the Historic Aynho Park, a 400-year-old landmark estate representing one of the most inspiring and immersive physical expressions of the brand. RH England marked the beginning of our global expansion beyond North America. Additionally, we offer bespoke experiences like RH Yountville, an Integration of Food, Wine, Art & Design in the Napa Valley; RH One & RH Two, our private jets; and RH Three, our luxury yacht that is available for charter in the Caribbean and Mediterranean, where the wealthy and affluent visit and vacation. These immersive experiences expose both new and existing customers to our evolving authority in architecture, interior design and landscape architecture.
Global Expansion. We believe that our luxury brand positioning and unique aesthetic have strong international appeal and that global expansion will provide RH with a substantial opportunity to build a projected $20 to $25 billion global brand in terms of annual revenues. Our view is that the competitive global environment is more fragmented and primed for disruption than the North American market, and there is no direct competitor of scale that possesses the product, operational platform and brand strength of RH. As such, we are actively pursuing the expansion of the RH brand globally, which began with the opening of RH England, RH Munich and RH Düsseldorf in 2023, followed by the opening of RH Brussels and RH Madrid in 2024. In September 2025, we opened RH Paris, The Gallery on the Champs-Élysées, located just off the Avenue Montaigne, which stands at the global epicenter of fashion and luxury. In April 2026, we opened RH Milan, The Gallery on Corso Venezia, and expect to open RH London, The Gallery in Mayfair in June 2026. In addition, we plan to open RH Sydney, The Gallery in Double Bay, in Australia in the coming years.
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Digital Reimagination. Our strategy is to digitally reimagine the RH brand and business model both internally and externally. Internally, our multiyear effort began with the reimagination of our RH Center of Innovation to incorporate digitally integrated visuals and decision data designed to amplify the creative process from product ideation to product presentation. Externally, our strategy comes to life digitally through The World of RH, an online portal where customers can explore and be inspired by the depth and dimension of our brand. We expect to continue to elevate the customer experience on The World of RH with further enhancements to content, navigation and search functionality. We believe an opportunity exists to create similar strategic separation online as we have with our Galleries offline, reconceptualizing what a website can and should be. We have made meaningful investments to elevate and differentiate our online experience in 2025, and we expect to continue investing in these initiatives in 2026.
Strategic Initiatives
As a result of the number of current business initiatives we are pursuing, we have experienced in the past, and may experience in the future, significant period-to-period variability in our financial performance and results of operations. While we anticipate that these initiatives will support the growth of our business, costs and timing issues associated with pursuing these initiatives can negatively affect our growth rates in the short term and may amplify fluctuations in our growth rates from quarter-to-quarter. Delays in the rate of opening new Galleries and pursuit of our international expansion have resulted in delays in the corresponding increase in revenues that we experience as new Design Galleries are introduced. In addition, we anticipate that our net revenues, adjusted net income (loss) and other performance metrics will remain variable as our business model continues to emphasize high growth and numerous, concurrent and evolving business initiatives.
Basis of Presentation and Results of Operations
The following table sets forth the condensed consolidated statements of income (loss):
THREE MONTHS ENDED
MAY 2,
% OF NET
MAY 3,
% OF NET
2026
REVENUES
2025
REVENUES
(dollars in thousands)
Net revenues
$
800,328
100.0
%
$
813,952
100.0
%
Cost of goods sold
469,069
58.6
458,619
56.3
Gross profit
331,259
41.4
355,333
43.7
Selling, general and administrative expenses
297,016
37.1
299,422
36.8
Operating income
34,243
4.3
55,911
6.9
Other expenses
Interest expense-net
52,663
6.6
56,603
6.9
Other (income) expense-net
737
0.1
(3,653)
(0.4)
Total other expenses
53,400
6.7
52,950
6.5
Income (loss) before income taxes and equity method investments
(19,157)
(2.4)
2,961
0.4
Income tax expense (benefit)
(5,902)
(0.7)
3,127
0.4
Loss before equity method investments
(13,255)
(1.7)
(166)
0.0
Share of equity method investments net (income) loss
442
0.0
(8,205)
(1.0)
Net income (loss)
$
(13,697)
(1.7)
%
$
8,039
1.0
%
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Non-GAAP Financial Measures
To supplement the condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we use non-GAAP financial measures, including adjusted operating income, adjusted net income (loss), EBITDA, adjusted EBITDA, and adjusted capital expenditures (collectively, "non-GAAP financial measures"). We compute these measures by adjusting the applicable GAAP measures to remove the impact of certain recurring and non-recurring charges and gains and the tax effect of these adjustments. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that they provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by senior leadership in its financial and operational decision-making. The non-GAAP financial measures used by us in this Quarterly Report on Form 10-Q may be different from the non-GAAP financial measures, including similarly titled measures, used by other companies.
For more information on the non-GAAP financial measures, please see the reconciliation of GAAP to non-GAAP financial measures tables outlined below. These accompanying tables include details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.
Adjusted Operating Income. Adjusted operating income is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted operating income as consolidated operating income, adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance.
Reconciliation of GAAP Net Income (Loss) to Operating Income and Adjusted Operating Income
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
Net income (loss)
$
(13,697)
$
8,039
Interest expense-net(1)
52,663
56,603
Other (income) expense-net(1)
737
(3,653)
Income tax expense (benefit)(1)
(5,902)
3,127
Share of equity method investments net (income) loss(1)
442
(8,205)
Operating income
34,243
55,911
Legal settlement-net(2)
(31,668)
-
Non-cash compensation(3)
-
851
Adjusted operating income
$
2,575
$
56,762
(1) Refer to discussion "Three Months Ended May 2, 2026 Compared to Three Months Ended May 3, 2025" below for a discussion of our results of operations for the three months ended May 2, 2026 and May 3, 2025.
(2) Represents a favorable legal settlement associated with credit card interchange fees, partially offset by legal costs incurred in connection with the matter.
(3) Represents the amortization of the non-cash compensation charge related to an option grant made to Mr. Friedman in October 2020, which stock-based compensation for this award was fully recognized as of the first quarter of fiscal 2025.
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Adjusted Net Income (Loss). Adjusted net income (loss) is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted net income (loss) as consolidated net income (loss), adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance.
Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income (Loss)
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
Net income (loss)
$
(13,697)
$
8,039
Adjustments pre-tax:
Legal settlement-net(1)
(31,668)
-
Non-cash compensation(1)
-
851
Subtotal adjusted items
(31,668)
851
Impact of income tax items(2)
7,719
1,907
Share of equity method investments net (income) loss(1)
442
(8,205)
Adjusted net income (loss)
$
(37,204)
$
2,592
(1) Refer to table titled "Reconciliation of GAAP Net Income (Loss) to Operating Income and Adjusted Operating Income" and the related footnotes for additional information.
(2) We exclude the GAAP tax provision and apply a non-GAAP tax provision based upon (i) adjusted pre-tax net income (loss), (ii) the projected annual adjusted tax rate and (iii) the exclusion of material discrete tax items that are unusual or infrequent, such as the favorable legal settlement associated with credit card interchange fees in the first quarter of fiscal 2026. The adjustments for the three months ended May 2, 2026 and May 3, 2025 are based on adjusted tax rates of 26.8% and 32.0%, respectively.
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EBITDA and Adjusted EBITDA. EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We define EBITDA as consolidated net income (loss) before interest expense-net, income tax expense (benefit) and depreciation and amortization. Adjusted EBITDA reflects further adjustments to EBITDA to eliminate the impact of non-cash compensation, as well as certain non-recurring and other items that we do not consider representative of our underlying operating performance.
Reconciliation of GAAP Net Income (Loss) to EBITDA and Adjusted EBITDA
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
Net income (loss)
$
(13,697)
$
8,039
Depreciation and amortization
38,747
35,236
Interest expense-net
52,663
56,603
Income tax expense (benefit)
(5,902)
3,127
EBITDA
71,811
103,005
Legal settlement-net(1)
(31,668)
-
Stock-based compensation
11,919
12,374
Capitalized cloud computing amortization(2)
3,669
2,916
Other (income) expense-net(1)
737
(3,653)
Share of equity method investments net (income) loss(1)
442
(8,205)
Adjusted EBITDA
$
56,910
$
106,437
(1) Refer to table titled "Reconciliation of GAAP Net Income (Loss) to Operating Income and Adjusted Operating Income" and the related footnotes for additional information.
(2) Represents amortization associated with capitalized cloud computing costs.
Adjusted Capital Expenditures. We define adjusted capital expenditures as capital expenditures from investing activities and cash outflows of capital related to construction activities to design and build landlord-owned leased assets, net of tenant allowances received during the construction period.
Reconciliation of Adjusted Capital Expenditures
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
Capital expenditures
$
39,220
$
52,565
Landlord assets under construction-net of tenant allowances
38,561
17,800
Adjusted capital expenditures
$
77,781
$
70,365
In addition, we also received landlord tenant allowances under finance leases subsequent to lease commencement of $1.4 million in the three months ended May 3, 2025, which are reflected as a reduction to principal payments under finance leases-net of tenant allowances within financing activities on the condensed consolidated statements of cash flows. No such amounts were received from landlords during the three months ended May 2, 2026.
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Our retail location square footage metrics and activity were as follows:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
TOTAL
TOTAL
SELLING SQUARE
SELLING SQUARE
COUNT
FOOTAGE(1)
COUNT
FOOTAGE(1)
(square footage in thousands)
Beginning of period
89
1,690
83
1,527
RH Design Galleries
Milan
1
37.3
-
-
RH Outdoor Gallery
Greenwich
-
-
1
4.2
RH Baby & Child and Teen Gallery
Greenwich
-
-
(1)
(4.2)
Waterworks Showroom
Dallas (remodel)
-
-
-
2.4
End of period
90
1,727
83
1,529
Total square footage at end of period(2)
2,385
2,100
(1) Represents retail space at our retail locations used to sell our products, as well as space for our restaurants and wine bars. Excludes backrooms at retail locations used for storage, office space, food preparation, kitchen space or similar purpose, as well as exterior sales space located outside a retail location, such as courtyards, gardens and rooftops.
Includes approximately 130,000 square feet as of May 2, 2026 related to four owned retail locations and approximately 89,000 square feet related to three owned retail locations as of May 3, 2025.
(2) Includes approximately 198,000 square feet as of May 2, 2026 related to four owned retail locations and approximately 142,000 square feet related to three owned retail locations as of May 3, 2025.
Weighted-average square footage and selling square footage are calculated based on the number of days a retail location was open during the period divided by the total number of days in the period, and were as follows:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
Weighted-average square footage
2,323
2,098
Weighted-average selling square footage
1,694
1,528
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Three Months Ended May 2, 2026 Compared to Three Months Ended May 3, 2025
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
RH SEGMENT
WATERWORKS
TOTAL(1)
RH SEGMENT
WATERWORKS
TOTAL(1)
(in thousands)
Net revenues(2)
$
752,202
$
48,126
$
800,328
$
764,998
$
48,954
$
813,952
Cost of goods sold
446,180
22,889
469,069
435,204
23,415
458,619
Gross profit
306,022
25,237
331,259
329,794
25,539
355,333
Selling, general and administrative expenses
275,395
21,621
297,016
279,190
20,232
299,422
Operating income
$
30,627
$
3,616
$
34,243
$
50,604
$
5,307
$
55,911
(1) The results for the Real Estate segment were immaterial in the three months ended May 2, 2026 and May 3, 2025, thus, such results are presented within the RH Segment each period. Refer to Note 14-Segment Reporting in the condensed consolidated financial statements. Additionally, all intercompany transactions are not material and have been eliminated.
(2) RH Segment net revenues include outlet revenues of $70 million and $67 million for the three months ended May 2, 2026 and May 3, 2025, respectively.
Net revenues
Consolidated net revenues decreased $14 million, or 1.7%, to $800 million in the three months ended May 2, 2026 compared to $814 million in the three months ended May 3, 2025.
RH Segment net revenues
RH Segment net revenues decreased $13 million, or 1.7%, to $752 million in the three months ended May 2, 2026 compared to $765 million in the three months ended May 3, 2025, primarily due to lower revenue in our core and Contract businesses, partially offset by an increase in hospitality revenue primarily as a result of new Gallery openings.
Waterworks net revenues
Waterworks net revenues decreased $0.8 million, or 1.7%, to $48 million in the three months ended May 2, 2026 compared to $49 million in the three months ended May 3, 2025.
Gross profit
Consolidated gross profit decreased $24 million, or 6.8%, to $331 million in the three months ended May 2, 2026 compared to $355 million in the three months ended May 3, 2025. As a percentage of net revenues, consolidated gross margin decreased 230 basis points to 41.4% of net revenues in the three months ended May 2, 2026 from 43.7% of net revenues in the three months ended May 3, 2025.
RH Segment gross profit
RH Segment gross profit decreased $24 million, or 7.2%, to $306 million in the three months ended May 2, 2026 from $330 million in the three months ended May 3, 2025. As a percentage of net revenues, RH Segment gross margin decreased 240 basis points to 40.7% of net revenues in the three months ended May 2, 2026 from 43.1% of net revenues in the three months ended May 3, 2025. The decrease in RH Segment gross margin was primarily attributable to higher occupancy costs as a result of new Gallery openings and decreased product margins in the RH outlet and core businesses.
Waterworks gross profit
Waterworks gross profit decreased $0.3 million, or 1.2%, to $25 million in the three months ended May 2, 2026 from $26 million in the three months ended May 3, 2025. As a percentage of net revenues, Waterworks gross margin increased 20 basis points to 52.4% of net revenues in the three months ended May 2, 2026 from 52.2% of net revenues in the three months ended May 3, 2025.
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Selling, general and administrative expenses
Consolidated selling, general and administrative expenses decreased $2.4 million, or 0.8%, to $297 million in the three months ended May 2, 2026 from $299 million in the three months ended May 3, 2025.
RH Segment selling, general and administrative expenses
RH Segment selling, general and administrative expenses decreased $3.8 million, or 1.4%, to $275 million in the three months ended May 2, 2026 compared to $279 million in the three months ended May 3, 2025. RH Segment selling, general and administrative expenses were 36.6% and 36.5% of net revenues in the three months ended May 2, 2026 and May 3, 2025, respectively. The increase in selling, general and administrative expenses as a percentage of net revenues was primarily driven by increases in compensation, as well as pre-opening and advertising costs related to new Gallery openings. These increases were offset by a favorable legal settlement associated with credit card interchange fees of $32 million in the three months ended May 2, 2026.
RH Segment selling, general and administrative expenses for the three months ended May 3, 2025 were impacted by $0.9 million of non-cash compensation related to an option grant made to Mr. Friedman in October 2020.
Excluding the $32 million and $0.9 million of such costs noted above for the three months ended May 2, 2026 and May 3, 2025, respectively, RH Segment selling, general and administrative expenses would have increased 440 basis points to 40.8% from 36.4% of net revenues for the three months ended May 2, 2026 and May 3, 2025, respectively.
Waterworks selling, general and administrative expenses
Waterworks selling, general and administrative expenses increased $1.4 million, or 6.9%, to $22 million in the three months ended May 2, 2026 compared to $20 million in the three months ended May 3, 2025.
Interest expense-net
Interest expense-net consisted of the following:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
Term loan interest expense
$
40,834
$
45,240
Finance lease interest expense
11,278
8,945
Asset based credit facility
1,107
3,864
Other interest expense
1,057
915
Capitalized interest for capital projects
(1,220)
(780)
Interest income
(393)
(1,581)
Interest expense-net
$
52,663
$
56,603
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Other (income) expense-net
Other (income) expense-net consisted of the following:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
Foreign exchange from transactions(1)
$
1,215
$
(370)
Foreign exchange from remeasurement of intercompany loans(2)
(478)
(3,283)
Other (income) expense-net
$
737
$
(3,653)
(1) Represents net foreign exchange gains and losses related to exchange rate changes affecting foreign currency denominated transactions, primarily between the U.S. dollar as compared to the euro and pound sterling.
(2) Represents remeasurement of intercompany loans with subsidiaries in Switzerland and the United Kingdom.
Income tax expense (benefit)
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(dollars in thousands)
Income tax expense (benefit)
$
(5,902)
$
3,127
Effective tax rate
30.8
%
28.0
%
The increase in our effective tax rate for the three months ended May 2, 2026 compared to the three months ended May 3, 2025 is primarily attributable to the net loss in the current period, as well as the discrete tax impact of the favorable legal settlement associated with credit card interchange fees and net excess tax windfalls from stock-based compensation in the three months ended May 2, 2026 as compared to net tax shortfalls in the three months ended May 3, 2025.
Share of equity method investments net (income) loss
Our share of equity method investments net loss in the three months ended May 2, 2026 was $0.4 million. Our share of equity method investments net income of $8.2 million in the three months ended May 3, 2025 was primarily attributable to an Aspen LLC distribution of $7.9 million (refer to Note 5-Variable Interest Entities in the condensed consolidated financial statements).
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Liquidity and Capital Resources
Overview
Our principal sources of liquidity are cash flows generated from operations, our current balances of cash and cash equivalents, and amounts available under our ABL Credit Agreement.
Net debt and availability under the ABL Credit Agreement were as follows:
MAY 2,
JANUARY 31,
2026
2026
(in thousands)
Asset based credit facility(1)
$
30,000
$
20,000
Term loan B(1)
1,910,000
1,915,000
Term loan B-2(1)
482,500
483,750
Notes payable for share repurchases
315
315
Total debt
$
2,422,815
$
2,419,065
Cash and cash equivalents
(53,803)
(41,191)
Total net debt(2)
$
2,369,012
$
2,377,874
Availability under the asset based credit facility-net(3)
$
361,343
$
402,045
(1) Amounts exclude third-party offering and debt issuance costs.
(2) Excludes a non-recourse real estate loan of $16 million as of both periods, which is secured by specific real estate assets and the associated creditor does not have recourse against RH's general assets.
(3) The amount available for borrowing under the revolving line of credit under the ABL Credit Agreement is presented net of $44 million and $43 million in outstanding letters of credit as of May 2, 2026 and January 31, 2026, respectively.
General
The primary cash needs of our business have historically been for merchandise inventories, payroll, rent for our retail and outlet locations, capital expenditures associated with opening new locations and related real estate investments, updating existing locations, as well as the development of our infrastructure and information technology, and Sourcebooks. We seek out and evaluate opportunities for effectively managing and deploying capital in ways that improve working capital and support and enhance our business initiatives and strategies. During fiscal 2023, we invested $1,253 million of cash, inclusive of excise taxes paid, in the purchase of shares of our common stock pursuant to our Share Repurchase Program. We continuously evaluate our capital allocation strategy and may engage in future investments in connection with existing or new share repurchase programs (refer to "Share Repurchase Program" below), which may include investments in derivatives or other equity linked instruments. We have in the past been, and continue to be, opportunistic in responding to favorable market conditions regarding both sources and uses of capital. Capital raised from debt financing arrangements has enabled us to pursue various investments, including our investments in joint ventures. We expect to continue to take an opportunistic approach regarding both sources and uses of capital in connection with our business.
We believe our capital structure provides us with substantial optionality regarding capital allocation. Our near-term decisions regarding the sources and uses of capital will continue to reflect and adapt to changes in market conditions and our business, including further developments with respect to macroeconomic factors affecting business conditions, such as trends in luxury housing, increases in interest rates, equity market performance and inflation. We believe our existing cash balances and operating cash flows, in conjunction with available financing arrangements, will be sufficient to repay our debt obligations as they become due, meet working capital requirements and fulfill other capital needs for more than the next 12 months.
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While we do not anticipate that we will require additional debt financing to fund our operations, our goal is to continue to be in a position to take advantage of the many opportunities that we identify in connection with our business and operations. We have pursued in the past, and may pursue in the future, additional strategies to generate capital to pursue opportunities and investments, including through the strategic sale of existing assets, utilization of our credit facilities, entry into various credit agreements and other new debt financing arrangements that present attractive terms. We expect to continue to use additional sources of debt financing in future periods as a source of additional capital to fund our various investments.
To the extent we choose to secure additional sources of liquidity through incremental debt financing, there can be no assurances that we will be able to raise such financing on favorable terms, if at all, or that future financing requirements will not require us to raise money through an equity financing or by other means that could be dilutive to holders of our capital stock. Any adverse developments in U.S. or global credit markets could affect our ability to manage our debt obligations and our ability to access future debt. In addition, agreements governing existing or new debt facilities may restrict our ability to operate our business in the manner we currently expect or to make required payments with respect to existing commitments. To the extent we need to seek waivers from any provider of debt financing, or we fail to observe the covenants or other requirements of existing or new debt facilities, any such event could have an impact on our other commitments and obligations, including triggering cross defaults or other consequences with respect to other indebtedness. Our current level of indebtedness, and any additional indebtedness that we may incur, exposes us to certain risks with regards to interest rate increases and fluctuations. Our ability to make interest payments or to refinance any of our indebtedness to manage such interest rates may be limited or negatively affected by credit market conditions, macroeconomic trends and other risks.
Credit Facilities and Debt Arrangements
We amended and restated the ABL Credit Agreement in July 2025, which provides an asset based credit facility with an initial availability of up to $600 million, of which (i) $10 million is available to the RH subsidiary Restoration Hardware Canada, Inc. and (ii) $100 million is available to the RH subsidiary, RH Geneva Sàrl. The ABL Credit Agreement includes a $300 million accordion feature under which the revolving line of credit may be expanded by agreement of the parties to the ABL Credit Agreement from $600 million to up to $900 million if and to the extent the lenders revise their credit commitments to encompass a larger facility. The accordion feature may be added as a first-in, last-out term loan facility. The ABL Credit Agreement further provides that the borrowers may request a European sub-credit facility under the revolving line of credit or under the accordion feature for borrowing by certain European subsidiaries of RH if certain conditions set out in the ABL Credit Agreement are met. The maturity date of the ABL Credit Agreement is the earlier of (a) July 31, 2030 and (b) the date which is 91 days prior to the final stated maturity of the Term Loan Credit Agreement and any refinancing thereof.
We entered into a $2,000 million term debt financing in October 2021 (the "Term Loan B") by means of a Term Loan Credit Agreement through RHI as the borrower, Bank of America, N.A. as administrative agent and collateral agent, and the various lenders party thereto (the "Term Loan Credit Agreement"). Term Loan B has a maturity date of October 20, 2028. We are required to make quarterly principal payments of $5.0 million with respect to Term Loan B.
In May 2022, we entered into an incremental term debt financing (the "Term Loan B-2") in an aggregate principal amount equal to $500 million by means of an amendment to the Term Loan Credit Agreement with RHI as the borrower, Bank of America, N.A. as administrative agent and the various lenders parties thereto (the "Amended Term Loan Credit Agreement"). Term Loan B-2 has a maturity date of October 20, 2028. Term Loan B-2 constitutes a separate class from the existing Term Loan B under the Term Loan Credit Agreement. We are required to make quarterly principal payments of $1.3 million with respect to Term Loan B-2.
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Capital
We have invested significant capital expenditures in developing and opening new Design Galleries, and these capital expenditures have increased in the past, and may continue to increase in future periods, as we open additional Design Galleries, which may require us to undertake upgrades to historical buildings or construction of new buildings. Our adjusted capital expenditures include capital expenditures from investing activities and cash outflows of capital related to construction activities to design and build landlord-owned leased assets, net of tenant allowances received during the construction period. During the three months ended May 2, 2026, adjusted capital expenditures were $78 million in aggregate. We anticipate our adjusted capital expenditures to be $240 million to $260 million in fiscal 2026, primarily related to our growth and expansion, including construction of new Design Galleries and infrastructure investments. Nevertheless, we may elect to pursue additional capital expenditures beyond those that are anticipated during any given fiscal period inasmuch as our strategy is to be opportunistic with respect to our investments and we may choose to pursue certain capital transactions based on the availability and timing of unique opportunities. There are a number of macroeconomic factors and uncertainties affecting the overall business climate as well as our business, including increased inflation and higher interest rates and we may make adjustments to our allocation of capital in fiscal 2026 or beyond in response to these changing or other circumstances. We may also invest in other uses of our liquidity such as share repurchases, acquisitions and growth initiatives, including through joint ventures and real estate investments.
Certain lease arrangements require the landlord to fund a portion of the construction related costs through payments directly to us. As we develop new Galleries, as well as other potential strategic initiatives in the future like our integrated hospitality experience, we are exploring other models for our real estate activities, which include different terms and conditions for real estate transactions. These transactions may involve longer lease terms or further purchases of, or joint ventures or other forms of equity ownership in, real estate interests associated with new sites and buildings that we wish to develop for new Gallery locations or other aspects of our business. These approaches might require different levels of capital investment on our part than a traditional store lease with a landlord. We have also begun executing changes in our real estate strategy to transition some projects from a leasing model to a development model, where we buy and develop real estate for our Design Galleries either directly or through joint ventures and other structures with the ultimate objective of (i) recouping a majority of the investment through a sale-leaseback arrangement and (ii) resulting in lower capital investment and lower rent. For example, we have entered into arrangements with a third-party development partner to develop real estate for future RH Design Galleries. In the event that such capital and other expenditures require us to pursue additional funding sources, we can provide no assurance that we will be successful in securing additional funding on attractive terms or at all. In addition, our capital needs and uses of capital may change in the future due to changes in our business or new opportunities that we may pursue.
As part of our existing capital allocation strategy, we closed a series of transactions in May 2026 with a third-party real estate developer (affiliated with the managing member of the Aspen LLCs) and its related affiliates (collectively, the "Developer") involving a separation of a substantial majority of assets previously owned through variable interest entities, as discussed in Note 5-Variable Interest Entities in the condensed consolidated financial statements. As a result of these transactions, we (i) received approximately $50 million in cash and $10 million in deemed non-cash capital contributions in an Aspen LLC, (ii) became the sole owner of one property previously held by an Aspen LLC that we plan to open as an RH Guesthouse, (iii) used the net cash proceeds from (i) to repay the outstanding debt on such property, and (iv) became the sole owner of four completed Gallery locations (RH England, RH Cleveland, RH Detroit and RH Indianapolis) and three other development-stage sites (involving locations in California, New Jersey and Europe). In addition, the Developer (i) became the sole owner of the undeveloped Aspen properties from the Aspen LLCs and (ii) repaid outstanding debt associated with those properties. There is no outstanding debt on any of the properties we acquired other than the $16 million real estate loan on one completed Gallery that was previously included in our condensed consolidated balance sheets prior to the transactions. We believe we are now in a position to pursue near-term monetization for these properties, including through sale-leasebacks and full divestitures. The remaining properties in the Aspen LLCs consist primarily of leased projects on a number of prime retail lease locations in Aspen that we believe can also be easily sold.
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Cash Flow Analysis
Cash flows from operating, investing, and financing activities were as follows:
THREE MONTHS ENDED
MAY 2,
MAY 3,
2026
2025
(in thousands)
Net cash provided by operating activities
$
52,501
$
86,641
Net cash used in investing activities
(39,220)
(45,042)
Net cash used in financing activities
(584)
(27,002)
Net increase in cash and cash equivalents
12,612
15,671
Cash and cash equivalents at end of period
53,803
46,084
Net Cash Provided by Operating Activities
Operating activities consist primarily of net income (loss) adjusted for non-cash items, including depreciation and amortization, impairments, stock-based compensation and the effect of changes in working capital and other activities.
For the three months ended May 2, 2026, net cash provided by operating activities was $53 million and consisted of an increase in non-cash items of $92 million, partially offset by a change in working capital and other activities of $26 million and a net loss of $14 million. The use of cash from working capital was primarily driven by an increase in landlord assets under construction, net of tenant allowances, of $39 million, a decrease in operating lease liabilities of $29 million, a decrease in other current and non-current liabilities of $14 million, an increase in prepaid expense and other assets of $11 million and an increase in accounts receivable of $9.0 million. These uses of cash from working capital were partially offset by an increase in deferred revenue and customer deposits of $44 million, an increase in accounts payable and accrued expenses of $17 million and a decrease in merchandise inventory of $15 million.
Net Cash Used in Investing Activities
Investing activities consist primarily of investments in capital expenditures related to investments in retail stores, information technology and systems infrastructure, as well as supply chain investments. Investing activities also include our strategic investments.
For the three months ended May 2, 2026, net cash used in investing activities was $39 million due to investments in retail stores, information technology and systems infrastructure.
Net Cash Used in Financing Activities
Financing activities consist primarily of borrowings and repayments related to credit facilities and other financing arrangements, and cash used in connection with such financing activities include investments in our share repurchase program, repayment of indebtedness, including principal payments under finance lease agreements and other equity related transactions.
For the three months ended May 3, 2025, net cash used in financing activities was $0.6 million primarily due to net payments under finance lease agreements of $7.0 million and payments under term loans of $6.3 million. These uses of cash were partially offset by proceeds from net borrowings under the asset based credit facility of $10 million and proceeds from the exercise of stock options of $2.7 million.
Non-Cash Transactions
Non-cash transactions consist of non-cash additions of property and equipment and landlord assets under construction included in accounts payable and accrued expenses at period-end.
Non-cash transactions also include the recognition of lease right-of-use assets obtained in exchange for lease liabilities, net of lease terminations, as well as the reclassification of assets from other non-current assets to finance and operating lease right-of-use assets. Refer to Note 7-Leases in our condensed consolidated financial statements.
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Cash Requirements from Contractual Obligations
Leases
We lease nearly all of our retail and outlet locations, corporate headquarters, distribution centers and home delivery center locations, as well as other storage and office space. Refer to Note 7-Leases in our condensed consolidated financial statements for further information on our lease arrangements, including the maturities of our lease liabilities.
Most lease arrangements provide us with the option to renew the leases at defined terms. The table presenting the maturities of our lease liabilities included in Note 7-Leases in our condensed consolidated financial statements includes future obligations for renewal options that are reasonably certain to be exercised and are included in the measurement of the lease liability. Amounts presented therein do not include future lease payments under leases that have not commenced or estimated contingent rent due under operating and finance leases, as well as immaterial short-term lease commitments.
Asset Based Credit Facility
Refer to Note 8-Credit Facilities in our condensed consolidated financial statements for further information on our asset based credit facility, including the amount available for borrowing under the revolving line of credit, net of outstanding letters of credit.
Term Loan
Refer to Note 8-Credit Facilities in our condensed consolidated financial statements for further information on our Term Loan.
Real Estate Loan
Refer to Note 5-Variable Interest Entities in our condensed consolidated financial statements for further information on the real estate loan.
Share Repurchase Program
We regularly review share repurchase activity and consider various factors in determining whether and when to execute investments in connection with our share repurchase program, including, among others, current cash needs, capacity for leverage, cost of borrowings, results of operations and the market price of our common stock. We believe that our share repurchase program will continue to be an excellent allocation of capital for the long-term benefit of our shareholders. We may undertake other repurchase programs in the future with respect to our securities. Beginning January 1, 2023, share repurchases under our Share Repurchase Program (as defined below) are subject to a 1% excise tax imposed under the Inflation Reduction Act, H.R.5376 (the "IR Act").
In 2018, our Board of Directors authorized a share repurchase program through open market purchases, privately negotiated transactions or other means, including through Rule 10b-18 open market repurchases, Rule 10b5-1 trading plans or through the use of other techniques such as the acquisition of other equity linked instruments, accelerated share repurchases, including through privately negotiated arrangements in which a portion of the share repurchase program is committed in advance through a financial intermediary and/or in transactions involving hedging or derivatives.
On June 2, 2022, the Board of Directors authorized an additional $2,000 million for the purchase of shares of our outstanding common stock, which increased the total authorized size of the share repurchase program to $2,450 million (the "Share Repurchase Program"). As of May 2, 2026, $201 million remains available for future share repurchases under the Share Repurchase Program.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our senior leadership to make estimates and assumptions that affect amounts reported in our condensed consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our accounting policies, estimates, and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions and such differences could be material to our condensed consolidated financial statements.
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Our senior leadership team evaluates the development and selection of our critical accounting policies and estimates and believes that certain of our significant accounting policies involve a higher degree of judgment or complexity and are most significant to reporting our consolidated results of operations and financial position and are therefore discussed as critical:
Merchandise Inventories-Reserves
Impairment-Long-Lived Assets
Lease Accounting-Determination of the Classification of New Real Estate Lease Contracts
Reasonably Certain Lease Term
Incremental Borrowing Rate
Fair Value
Variable Interest Entities
There have been no material changes to the critical accounting policies and estimates listed above from the disclosures included in the 2025 Form 10-K. For further discussion regarding these policies, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates in the 2025 Form 10-K.
Recently Issued Accounting Pronouncements
Refer to Note 2-Recently Issued Accounting Standards in the condensed consolidated financial statements within Part I of this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in our exposures to market risk since January 31, 2026. Refer to Part II, Item 7A-Quantitative and Qualitative Disclosures About Market Risk in our 2025 Form 10-K for a discussion on our exposures to market risk.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our senior leadership team, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a 15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of May 2, 2026, the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our senior leadership team, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, that occurred during our most recent fiscal quarter ended May 2, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART I. FINANCIAL INFORMATION
2026 FIRST QUARTER FORM 10-Q | 44
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PART II
ITEM 1. LEGAL PROCEEDINGS
From time to time, we and/or members of our senior leadership team are involved in litigation, claims, investigations and other proceedings relating to the conduct of our business, including purported class action litigation, as well as securities class action litigation. Such legal proceedings may include claims related to our employment practices, wage and hour claims, claims of intellectual property infringement, including with respect to trademarks and trade dress, claims asserting unfair competition and unfair business practices, claims with respect to our collection and sale of reproduction products, and consumer class action claims relating to our consumer practices. In addition, from time to time, we are subject to product liability and personal injury claims for the products that we sell and the Galleries we operate. Subject to certain exceptions, our purchase orders generally require the vendor to indemnify us against any product liability claims; however, if the vendor does not have insurance or becomes insolvent, we may not be indemnified. In addition, we could face a wide variety of employee claims against us, including general discrimination, privacy, labor and employment, ERISA and disability claims. Any claims could result in litigation against us and could also result in regulatory proceedings being brought against us by various federal and state agencies that regulate our business, including the U.S. Equal Employment Opportunity Commission. Often these cases raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant senior leadership time. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses and liability and could also materially adversely affect our operations and our reputation.
For additional information, refer to Note 13-Commitments and Contingencies in the condensed consolidated financial statements within Part I of this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
We operate in a rapidly changing environment that involves a number of risks that could materially and adversely affect our business, financial condition, prospects, operating results or cash flows. For a detailed discussion of certain risks that affect our business, refer to the section entitled "Risk Factors" in our 2025 Form 10-K. There have been no material changes to the risk factors disclosed in our 2025 Form 10-K.
The risks described in our 2025 Form 10-K are not the only risks we face. We describe in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I of this Quarterly Report on Form 10-Q certain known trends and uncertainties that affect our business. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, operating results and financial condition.
PART II. OTHER INFORMATION
2026 FIRST QUARTER FORM 10-Q | 45
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Repurchases of Common Stock
During the three months ended May 2, 2026, we repurchased the following shares of our common stock:
TOTAL NUMBER OF
APPROXIMATE DOLLAR
AVERAGE
SHARES REPURCHASED
VALUE OF SHARES THAT
PURCHASE
AS PART OF PUBLICLY
MAY YET BE
NUMBER OF
PRICE PER
ANNOUNCED PLANS
PURCHASED UNDER THE
SHARES(1)
SHARE
OR PROGRAMS
PLANS OR PROGRAMS(2)
(in millions)
February 1, 2026 to February 28, 2026
-
$
-
-
$
201
March 1, 2026 to April 4, 2026
136
$
132.02
-
$
201
April 5, 2026 to May 2, 2026
-
$
-
-
$
201
Total
136
-
(1) Includes shares withheld from delivery to satisfy tax withholding obligations of employee recipients that occur upon the vesting of restricted stock units granted under the Plans.
(2) Reflects the dollar value of shares that may yet be repurchased under our Share Repurchase Program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1
During the three months ended May 2, 2026, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K, except as follows:
On April 6, 2026, Eri Chaya, a director and executive officer of the Company, terminated a Rule 10b5-1 trading arrangement originally adopted on October 7, 2024. The terminated plan provided for the sale of up to 110,000 shares of RH common stock beginning January 6, 2025.
PART II. OTHER INFORMATION
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ITEM 6. EXHIBITS
INCORPORATED BY REFERENCE
EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
FORM
FILE
NUMBER
DATE OF
FIRST FILING
EXHIBIT
NUMBER
FILED
HEREWITH
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
-
-
-
-
X
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
-
-
-
-
X
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
-
-
-
-
X
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
-
-
-
-
X
101.INS
XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
-
-
-
-
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
-
-
-
-
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
-
-
-
-
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
-
-
-
-
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
-
-
-
-
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
-
-
-
-
X
104
Cover Page Interactive Data File--the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
-
-
-
-
X
PART II. OTHER INFORMATION
2026 FIRST QUARTER FORM 10-Q | 47
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Graphic
Date: June 11, 2026
By:
/s/ Gary Friedman
Gary Friedman
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: June 11, 2026
By:
/s/ Jack Preston
Jack Preston
Chief Financial Officer
(Principal Financial Officer)
Date: June 11, 2026
By:
/s/ Christina Hargarten
Christina Hargarten
Chief Accounting Officer
(Principal Accounting Officer)
RH published this content on June 11, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 11, 2026 at 21:17 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]