Proxy Statement (Form DEF 14A)

PROXY SUMMARY

This summary highlights certain information contained elsewhere in this proxy statement. Please review the complete proxy statement and fiscal 2026 Annual Report before you vote. We encourage you to vote as promptly as possible to ensure that your views are reflected.

2026 Annual Meeting Information

Date: July 28, 2026

Time: 10:30 a.m., Mountain Time

Location: www.virtualshareholdermeeting.com/VFC2026

Record Date: June 2, 2026

Meeting Agenda and Board Voting Recommendations

Director Nominees

VF at a Glance in Fiscal 2026

*Supplemental Financial Information

Reconciliation of Select GAAP Measures to Non-GAAP Measures - Twelve Months Ended March 2026

(Unaudited)

(In thousands, except per share amounts)

PROXY SUMMARY

Business Highlights

Fiscal 2026 marked an inflection point in VF's transformation program, as we returned to full-year revenue growth for the first time in three years. While we strengthened our financial position and expanded operating margins, we also increased our investment in brand building and product creation.

Our Transformation Focuses on Three Priorities

Notable full year fiscal 2026 results include:

Our results demonstrate that our strategy of improved execution, stronger brand positioning and a more disciplined operating model is working, and that we're on track with VF's transformation. Looking ahead, VF expects continued growth and margin expansion in fiscal 2027 and remains on track to achieve its medium-term targets of an exit run rate of at least 10% adjusted operating margin percentage in fiscal 2028 and a leverage ratio of 2.5x or lower by fiscal 2028.

PROXY SUMMARY

Corporate Governance Highlights

We strive to maintain robust corporate governance practices designed to protect and grow long-term value for our shareholders. Our corporate governance practices include:

Shareholder Engagement

We recognize the value of and are committed to engaging with our shareholders and soliciting their views and input. This past year, members of our management and the Board continued our practice of shareholder engagement, reinforcing our commitment to building strong, long-term relationships with our shareholders. Over the past year, we contacted shareholders representing nearly 70% of our outstanding share ownership, including our top 13 shareholders, requesting engagement. Members of management and the Board met with eight shareholders representing nearly 40% of outstanding share ownership in order to understand and consider the issues of importance to our shareholders and address them appropriately.

PROXY SUMMARY

Executive Compensation

The Talent and Compensation Committee of the Board is guided by executive compensation principles that align with shareholders' interests such as pay for performance. Our executive compensation program uses a mix of base salary, annual cash incentives, stock compensation awards and broad-based benefits to attract and retain highly qualified executives and maintain a strong alignment between executive pay and company performance in order to incentivize long-term value creation. Information regarding our named executive officers' fiscal 2026 compensation is described in the "Executive Compensation" section.

Environmental and Social Responsibility

VF has a long-standing commitment to operating responsibly, which is aligned with our business strategy goals for sustainable growth. Our employees play a key role in VF's success and how we embrace innovation and growth that benefits our shareholders, our employees and the communities in which we operate.

Below are highlights from VF's fiscal 2025 Environmental & Social Responsibility report*. Additional information regarding VF's strategy and actions can be found within our "Responsibility" page on www.vfc.com.

ITEM NO. 1

Election of Directors

VF's Board of Directors has nominated the persons named below whose terms expire at the meeting to serve as directors. All nominees currently serve as directors on our Board and, if reelected, will serve a term of office until our 2027 Annual Meeting of Shareholders or until a successor is duly elected and qualified. Clarence Otis, Jr. will not stand for reelection at the meeting and the Board of Directors determined to decrease the size of the Board to 11 directors immediately before the meeting. VF acknowledges the outstanding contributions rendered by Mr. Otis during his years of service on the Board of Directors. The persons named in the accompanying form of proxy/voting instruction card intend to vote such proxy for the election as directors of the following nominees, subject to any explicit instructions of the shareholder set forth on the proxy/voting instruction card. If any nominee becomes unable or unwilling to serve as a director, the proxy holders will vote for such other person or persons as may be nominated by the Board. The nominees named below have indicated that they are willing to serve if reelected to the VF Board. It is VF's policy that a substantial majority of the members of its Board should be independent. Currently, 10 of the 11 nominees have been determined by the Board to be independent in accordance with standards adopted by the Board, as set forth in the Board's Corporate Governance Principles and the Listing Standards of the New York Stock Exchange ("NYSE"), the securities exchange on which VF's Common Stock is traded. The ages set forth below are as of the date of the Annual Meeting of Shareholders, July 28, 2026.

ELECTION OF DIRECTORS

NOMINEES

Our Board selected the nominees based on their experience, qualifications, attributes and skills and the belief that each can make substantial, unique and complementary contributions to VF. Together, our nominees bring to our Board a vast array of public company and multi-brand consumer product and/or direct-to-consumer company experience and domestic and international business experience. In addition, our nominees represent varied viewpoints and bring a blend of historical and new perspectives about VF as a result of their varied lengths of tenure as our directors. Our Board believes, in totality, this mix of attributes among the nominees enhances our Board's independent leadership and effectiveness and is well-suited for VF's business and organizational complexities and long-term strategy.

ELECTION OF DIRECTORS

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SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

Our director nominees bring a balance of skills, attributes and experience to their oversight of VF, as highlighted in the table below. This high-level summary identifies the skills, attributes and experience that are most relevant to Board service and to VF's business, industry and strategic priorities and is not intended to be an exhaustive list of each director nominee's skills or contributions to the Board. The attributes or experiences described below are those reviewed by the Governance and Corporate Responsibility Committee and the Board in making nomination decisions, as part of the Board succession planning process, and to identify opportunities for Board education.

ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

BOARD REFRESHMENT

Continuing to ensure that we maintain a strong and effective Board has been a key focus area for VF. Since 2024, two new independent directors - Ms. Grossman and Mr. Tanner - have joined the Board as part of our Board refreshment process. Ms. Grossman is a proven apparel and footwear industry veteran, bringing nearly two decades of experience as an apparel executive, and 16 years as a chief executive leading direct-to-consumer and retail companies. Mr. Tanner has more than 30 years of experience leading and growing global consumer brands and brings a consumer-centric mindset to the VF Board. The Governance and Corporate Responsibility Committee leads the dynamic refreshment process, striving to maintain a balanced Board with varied experiences, skills and perspectives. The Governance and Corporate Responsibility Committee evaluates the specific personal and professional attributes of each director candidate versus those of existing Board members to ensure sufficient breadth of skills and experience and variety of perspectives and backgrounds to enable effective, independent oversight on behalf of all shareholders.

ELECTION OF DIRECTORS

DIRECTOR NOMINATION PROCESS

Any shareholder who wishes to recommend a candidate for consideration by the Governance Committee for nomination at an annual meeting should submit a written recommendation to the Corporate Secretary of VF. If the Governance Committee does not recommend a nominee proposed by a shareholder for election as a director, then the shareholder seeking to propose the nominee would have to follow the formal nomination procedures set forth in VF's By-Laws. VF's By-Laws provide that a shareholder may nominate a person for election as a director if written notice of the shareholder's intent to nominate a person for election as a director is received by the Corporate Secretary of VF (1) in the case of an annual meeting, not more than 150 days and not less than 120 days before the anniversary of the date VF mailed its proxy materials for the prior year's annual meeting, or (2) in the case of a special meeting at which directors are to be elected, no later than seven days following the day on which notice of the meeting was first mailed to shareholders. The notice must contain specified information about the shareholder and the nominee, including such information as would be required to be included in a proxy statement pursuant to the rules and regulations established by the Exchange Act and, among other things, include a representation as to whether or not such shareholder intends to solicit proxies in support of director nominees other than VF's nominees in accordance with Rule 14a-19 under the Exchange Act. The Governance Committee's policy with regard to consideration of any potential director is the same for candidates recommended by shareholders and candidates identified by other means. Eligible shareholders may also nominate and include in our annual meeting proxy materials director nominees pursuant to the proxy access provisions in Article I, Section 13 of VF's By-Laws.

Shareholder Outreach and Engagement

We believe that a proactive shareholder engagement program is an important component of strong corporate governance and helps ensure the continued delivery of sustainable, long-term value to our shareholders. We engage in proactive shareholder outreach throughout the year. This includes engagement through the proxy season and the publication of our Environmental & Social Responsibility report, in addition to our regular ongoing dialogue with shareholders and potential investors throughout the year through our investor relations engagement efforts. We recognize the value of the ongoing feedback and will continue regular shareholder engagement activities to gain shareholder perspective firsthand.

Following the 2025 Annual Meeting of Shareholders, we contacted shareholders representing nearly 70% of our outstanding share ownership, including our top 13 shareholders, requesting engagement on topics including governance, executive compensation and similar matters of interest. Members of management and the Board met with eight shareholders representing nearly 40% of outstanding share ownership. Our Chair of the Board or Chair of the Talent and Compensation Committee participated in nearly all of those meetings. Our fiscal 2026 engagement and shareholder exchanges covered a wide range of important strategy, operations, corporate governance, talent and executive compensation topics, which provided us valuable insights. The areas we covered included, but were not limited to, Board culture, talent management and succession planning, Board oversight of strategy and risks (including AI) and executive compensation.

In response to the shareholder feedback we received related to governance, executive compensation and sustainability over the last several years, we:

CORPORATE GOVERNANCE AT VF

Corporate Governance

VF's Board of Directors has a long-standing commitment to sound and effective corporate governance practices. These practices are included in the Board's Corporate Governance Principles, which address a number of important governance issues such as:

The Board's Corporate Governance Principles, the Audit, Governance and Corporate Responsibility, Talent and Compensation and Finance Committee charters, Code of Business Conduct applicable to the principal executive officer, the principal financial officer, and the principal accounting officer as well as other employees and all directors of VF, and other corporate governance information are available on VF's website (www.vfc.com) and will be provided free of charge to any person upon request directed to the Corporate Secretary of VF at P.O. Box 13919, Denver, Colorado 80201.

CORPORATE GOVERNANCE AT VF

Related Party Transactions

Since the beginning of VF's last fiscal year, no financial transactions, arrangements, relationships, or any series of them, were disclosed or proposed through VF's processes for advance review, approval or ratification of transactions with related persons in which (i) VF was or is to be a participant, (ii) the amount involved exceeded $120,000 and (iii) any related person (meaning any person who was a director, nominee for director, executive officer or 5% owner of VF Common Stock, or an immediate family member of any such person) had or will have a direct or indirect material interest. PNC Bank, N.A., which is one of three co-trustees under the Barbey Family Trust accounts (see footnote 2 to the "Common Stock Beneficial Ownership of Certain Beneficial Owners" table below), is one of several lenders party to VF's secured revolving credit facility. The credit facility was entered in the ordinary course of business, was made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender and did not involve more than the normal risk of collectability or present other unfavorable features.

The VF Code of Business Conduct prohibits any employee, including officers and directors, of VF from owning any interest in (excluding publicly traded securities) or having any personal contract or agreement of any nature with suppliers, contractors, customers or others doing business with VF that might tend to influence a decision with respect to the business of VF. Each of the CEO and senior financial officers must disclose to the Chief Legal Officer any material transaction or relationship that reasonably could be expected to give rise to such a conflict of interest, and the Chief Legal Officer must notify the Governance and Corporate Responsibility Committee of any such disclosure. Conflicts of interest involving the Chief Legal Officer must be disclosed to the CEO, and the CEO must notify the Governance and Corporate Responsibility Committee of any such disclosure.

In addition, all directors are required to notify the Chief Legal Officer of any proposed transaction greater than $120,000 in value between them (or their immediate family members) and VF. The Chief Legal Officer presents such proposed transactions for prior review by the Audit Committee.

Board of Directors

Eleven of VF's current directors are non-employee directors. Under the NYSE Corporate Governance Rules, no director qualifies as "independent" unless the Board of Directors affirmatively determines that the director has no material relationship with the company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). To assist it in making determinations of independence, the Board has adopted categorical standards that are part of the Corporate Governance Principles available on VF's website (www.vfc.com). In evaluating the independence of directors, the Board considered transactions and relationships between each director and members of his or her immediate family. When considering commercial transactions that are made from time to time in the ordinary course of business between VF and certain entities affiliated with non-management directors, transactions are not considered to be a material transaction that would impair the independence of the relevant non-management director if the director is an executive officer or employee of another company that does business with VF in an amount which, in any single fiscal year for the past three fiscal years, is less than the greater of $1 million or 2% of such other company's consolidated gross revenues.

The Board determined that ten of VF's eleven director nominees are free of any material relationship with VF, other than their service as directors, and are "independent" directors both under the Listing Standards of the NYSE and the categorical standards adopted by the Board. The Board determined that Mses. Chugg, Grossman, Lang, and Roberts and Messrs. Carucci, Cho, Edwards, Hoplamazian, Shattock and Tanner are independent directors, and that Mr. Darrell is not an independent director. The Board, in making its determination as to Mr. Cho's independence, considered that he is Advisor to the CEO of HP Inc., which is a vendor (through resellers) to VF in the ordinary course of business. The Board, in making its determination as to Ms. Grossman's independence, considered that she is a partner at The Consello Group, which is a provider of investor relations advisory services to VF in the ordinary course of business. The Board, in making its determination as to Mr. Hoplamazian's independence, considered that he is Chairman, President, CEO and a director of Hyatt Hotels Corporation, which is a vendor to VF in the ordinary course of business. The Board, in making its determination as to Ms. Chugg's and Mr. Shattock's independence, considered that Ms. Chugg and Mr. Shattock serve as two of the three Trustees under the Barbey Family Trust accounts (collectively, the "Trusts"). Because all decisions of the Trustees require a majority vote, and thus none of the three Trustees individually controls the decision-making of the Trustees, the Trustees are not considered to separately beneficially own the VF Common Stock held by the Trusts (the "Trust Shares"). As a result, and after considering all other relevant factors related to their roles as Trustees, the Board determined that Ms. Chugg's and Mr. Shattock's status as Trustees of the Trusts does not give rise to a material relationship with VF other than in their service as directors.

CORPORATE GOVERNANCE AT VF

During fiscal 2026, VF's Board of Directors held ten meetings. Under VF's Corporate Governance Principles, directors are expected to attend all meetings of the Board, all meetings of committees of which they are members and the annual meetings of shareholders. Every current member of the Board, since the time of his or her election to the Board, attended at least 75% of the total number of meetings of the Board and all committees on which he or she served during fiscal 2026, and every member of the Board attended the Annual Meeting of Shareholders in July 2025.

Board Committees and Their Primary Responsibilities

The Board has five standing committees: Executive, Audit, Finance, Governance and Corporate Responsibility and Talent and Compensation. The Board has determined that each of the members of the Audit, Governance and Corporate Responsibility and Talent and Compensation Committees is independent. Each of these committees is governed by a written charter approved by the Board. Each is required to perform an annual self-evaluation, and each committee may engage outside independent advisors as the committee deems appropriate. A brief description of the responsibilities of the Audit, Finance, Governance and Corporate Responsibility and Talent and Compensation Committees follows.

CORPORATE GOVERNANCE AT VF

CORPORATE GOVERNANCE AT VF

CORPORATE GOVERNANCE AT VF

Board and Committee Evaluations

The Board conducts an annual performance evaluation of the Board as a whole, and each of its Committees conducts an annual performance evaluation. All directors are required to assess whether the Board and the Committees on which they sit are functioning effectively. The evaluation process provides an opportunity for the members of the Board to reflect upon their service and assess the effectiveness of the Board as a whole and each of the Committees in an effort to determine if improvements are warranted. The Governance Committee periodically uses a third-party facilitator to bring broad market insight and an objective, candid perspective on a wide range of governance matters, to ensure that actionable feedback is solicited on the operation and effectiveness of the Board.

The Board believes its evaluation process evokes meaningful responses because it provides directors with the opportunity to share feedback in multiple formats at each of the Board, Committee, and individual levels. The process highlights the Board's commitment to continuous self-improvement by identifying issues that may require honest conversations and supports the Board's nomination and refreshment practices. The following represents the process conducted in fiscal 2026.

Board Leadership Structure

The Board believes that it may be in the best interests of VF and its shareholders for one person to serve as Chair and CEO, and this combination served VF well for many years. However, the Board recognizes that there might be circumstances under which the best interests of VF and its shareholders require separation of these offices. Upon Mr. Darrell's appointment as President and CEO effective July 2023, Mr. Carucci was appointed Chair of the Board in June 2023. The Board believes that separation of the Chair and CEO roles is an effective leadership structure for VF at this time.

CORPORATE GOVERNANCE AT VF

Board Oversight of Strategy

One of the Board's key responsibilities is overseeing VF's corporate strategy. The Board brings a variety of perspectives, expertise in strategy development and experience across a vast array of multi-brand, consumer-facing and/or apparel and footwear companies that are relevant to our business, allowing Board members to effectively evaluate VF's strategy and provide valuable insight and guidance. The Board actively engages with management to provide oversight of and guidance on our short-term, medium-term and long-term strategies and employs the following practices to execute its oversight responsibilities:

Risk Oversight

BOARD OVERSIGHT OF RISK

The Board considers its role in risk oversight when evaluating VF's Corporate Governance Principles and its leadership structure. Both the Corporate Governance Principles and the Board's leadership structure facilitate the Board's oversight of risk and communication with management. Our Chair is focused on VF's risk management efforts and ensures that risk matters are appropriately brought to the Board and/or its Committees for their review. The Board's oversight of risk is accomplished through (i) the identification of key enterprise risks facing VF and (ii) the mapping of those risks to the appropriate Board Committee and/or to the full Board for oversight, based on the nature of the risk. The Board executes oversight responsibility for risk both as a whole and through delegation to its Committees, for example:

 AUDIT COMMITTEE

The Audit Committee, consistent with the requirements of the NYSE and the Audit Committee charter, discusses guidelines and policies to govern the process by which risk assessment and management is undertaken at VF and oversees both VF's risk management processes and the steps management takes to monitor and control VF's material financial risk exposure. The Audit Committee reviews the status of compliance with laws, regulations and internal procedures, contingent liabilities and risks that may be material to VF, and the scope and status of systems designed to assure VF's compliance with laws, regulations and internal procedures through receiving reports from management, legal counsel and third parties, as well as major legislative and regulatory developments which could materially impact VF's contingent liabilities and risks.

 FINANCE COMMITTEE

The Finance Committee oversees certain financial matters and risks relating to capital structure and allocation, dividends and share repurchases, balance sheet, leverage, liquidity, acquisitions and divestitures, brand portfolio review, capital projects and tax strategy.

 GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE

The Governance and Corporate Responsibility Committee oversees certain strategies, programs, policies and risks relating to the sustainable and responsible growth of VF's businesses, including environmental and social responsibility policies and initiatives to address climate risks.

CORPORATE GOVERNANCE AT VF

 TALENT AND COMPENSATION COMMITTEE

The Compensation Committee evaluates the risks and rewards associated with VF's compensation and human capital management philosophy and programs.

VF's Approach to Enterprise Risk Management

While the Board and its Committees have responsibility for general risk oversight, management is charged with managing risk. Throughout the year, the Board and its Committees receive updates from management regarding specific potential risks and trends as necessary. At each Board meeting, the Chair has the opportunity to discuss in executive session matters of particular importance or concern, including any significant, evolving or nascent risks that may be of concern to the Board. In addition, the Board consults with external advisors, including auditors, outside legal counsel, consultants and industry experts, to ensure that it is well informed about the risks and opportunities facing VF.

In accordance with NYSE requirements and the Audit Committee charter, the Audit Committee has primary responsibility for reviewing VF's risk management matters and plans, including enterprise risk management, overseeing VF's risk management processes, and reviewing the status of compliance with material laws, regulations, and internal procedures, and contingent liabilities and risks that may be material to VF. In addition, the Audit Committee is responsible for overseeing the scope and adequacy of VF's system of internal controls over external financial reporting. The Audit Committee stays apprised of significant actual and potential risks faced by VF in part through review of quarterly reports of VF's top enterprise risks.

Cybersecurity Risk Oversight

Our business operations and relationships with consumers, customers, employees and business partners rely heavily on information technology ("IT") systems and data. We also recognize the need to continually assess cybersecurity risk and evolve our management approach in the face of a rapidly and ever-changing environment. Accordingly, we aim to protect our business operations, including consumer, employee and confidential business records and information, against known and evolving cybersecurity threats. We have established processes for identifying, assessing, and managing material risks from cybersecurity threats using a systematic framework intended to protect the confidentiality, integrity and availability of the Company's important IT systems and data. Oversight responsibility in the areas of cybersecurity and information security is shared by the Board, its Audit Committee and management. For additional information regarding our cybersecurity risk management, strategy and governance and a related description of our information security practices, see Part I, Item 1C, Cybersecurity of our Annual Report on Form 10-K for the fiscal year ended March 28, 2026.

AI Oversight

VF deploys AI in support of our business strategy, including enhancing our go-to-market activities, engaging with consumers and optimizing our internal operations. VF views responsible use of AI as an important enabler and recognizes the need to oversee both the opportunities as well as the risks in the use of AI. Our governance process focuses on review and approval of AI tools and use cases, ethical deployment, risk management and value realization, while enabling agility and speed. Our governance process aims to balance the transformative power of AI to drive financial impact and operational efficiencies, automating processes and decisions while facilitating AI literacy and responsible enablement of AI capabilities across our operations. AI initiatives, governance and risk management are reported to executive leadership, the Board and the Audit Committee regularly. The Board also receives ongoing education on AI to support its oversight of the risks and opportunities associated with the use of this technology.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee (i) has ever been an officer or employee of VF, (ii) had any relationship requiring disclosure by VF under the rules and regulations established by the SEC or (iii) is an executive officer of another entity at which one of VF's executive officers serves on the board of directors. None of VF's executive officers has served during fiscal 2026 as a director or a member of the compensation committee of another entity, one of whose executive officers serves as a member of the VF Board of Directors or Compensation Committee.

ITEM NO. 2

Advisory Vote to Approve Compensation of Named Executive Officers

At the meeting, we ask VF shareholders to vote on an advisory basis to approve the compensation of VF's named executive officers, as such compensation is disclosed in this proxy statement pursuant to the disclosure rules of the SEC.

As required by Section 14A of the Exchange Act, shareholders are being asked to vote on the following resolution:

"Resolved, that VF's shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in VF's Proxy Statement for the 2026 Annual Meeting of Shareholders pursuant to the disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures."

The executive compensation program described in the Compensation Discussion and Analysis below aligns with our pay-for-performance philosophy and is structured to drive financial and operational performance and long-term shareholder value creation.

Although this say-on-pay vote is advisory and therefore is not binding upon VF, the Board or the Talent and Compensation Committee, the Board and the Talent and Compensation Committee value the perspectives of our shareholders and will carefully consider the outcome of the vote on this matter in making future decisions affecting the executive compensation program.

MESSAGE FROM OUR TALENT AND COMPENSATION COMMITTEE

Dear Fellow Shareholders,

We are committed to the belief that creating long-term shareholder value is rooted in attracting, motivating and retaining exceptional leaders to drive exceptional results. Our efforts are guided by our pay-for-performance philosophy, input from our shareholders, and our commitment to executive compensation programs that are transparent, create appropriate incentives that reward delivery of our business strategy, and are aligned with shareholder interests. As you consider your vote at this year's Annual Meeting of Shareholders, we encourage you to review the information included in this disclosure. The Talent and Compensation Committee (the "Committee") thoughtfully structured the fiscal 2026 compensation programs to support VF's long-term value creation and our continued transformation.

Performance Highlights

Fiscal 2026 marked an inflection point in VF's transformation program, as we returned to full-year revenue growth for the first time in three years. While we strengthened our financial position and expanded operating margins, we also increased our investment in brand building and product creation.

Our Transformation Focuses on Three Priorities

ITEM NO. 2

Our results, as detailed in the Business Highlights set forth in our Proxy Summary, demonstrate that our strategy of improved execution, stronger brand positioning and a more disciplined operating model is working, and that we're on track with VF's transformation. The executive compensation programs described in the Compensation Discussion and Analysis below aligns with our pay-for-performance philosophy and is structured to drive financial and operational performance and long-term shareholder value creation.

Compensation Programs

As a part of this year's vote on an advisory basis to approve executive compensation, we are also providing a detailed rationale to support the CEO long-term performance-based equity award (the "CEO Performance Award") that the Committee and the Board approved in fiscal 2026. We are writing to share why we believe this purely performance-based award was essential to retaining, motivating and rewarding Mr. Darrell during this highly challenging period as he transforms the organization and returns it to growth.

Since Mr. Darrell started in July 2023, he has led VF through a strategic portfolio review which resulted in the sale of Supreme^® in July 2024. In addition, the sale of Dickies in November 2025 further accelerated our debt paydown efforts in fiscal 2026, and contributed to the reduction of two full leverage turns over the last two years from a 5.1x leverage ratio at the end of fiscal 2024 to 3.1x at the end of fiscal 2026, as described in the Business Highlights set forth in our Proxy Summary, above. Mr. Darrell has also reset the leadership team, including making new appointments to the roles of Chief Financial Officer, Chief People Officer and brand presidents for The North Face^®, Vans^® and Timberland^®, as well as creating the new roles of Chief Operating Officer, Chief Commercial Officer and Chief Design Officer. This refreshed management team's leadership drove full year improvement in revenue, gross margin and operating margin compared to the prior year, as we progress towards delivering our medium-term financial targets.

Working closely with the Committee's independent consultant, the Committee designed and approved the CEO Performance Award to support Mr. Darrell's retention and tie his continued contributions to VF's turnaround to an equity grant informed in part by VF's medium-term financial targets announced at the Company's fiscal 2025 Investor Day. We believe this award is in our shareholders' best interest given the pivotal moment in VF's ongoing transformation. The CEO Performance Award is an exclusively performance-based award, with a payout opportunity of either 0% or 100%, with a three-year performance period (fiscal 2026-2028), subject to ambitious performance goals tied to achievement of an exit run rate (as determined by the Committee) of at least 10% adjusted operating margin in fiscal 2028, and a VF share price target of $32.00 or greater during the period. Generally, any earned payout will then be subject to an additional one-year holding period through fiscal 2029. VF does not have a history of granting additional performance awards to our CEO, underscoring the unique circumstances of the Committee's decision.

The CEO Performance Award grant date closing price was $11.66, while the share price target of $32.00 or greater is nearly 275% of the grant date closing price, evidencing an ambitious goal intended to incentivize Mr. Darrell to drive meaningful share price appreciation.

If these performance goals are met, we believe shareholders generally would benefit from incremental value creation of approximately $7.9 billion in additional market capitalization, based on an assumed approximate market capitalization of $4.6 billion at the grant date. Therefore, if Mr. Darrell's CEO Performance Award vests, we believe the value creation for shareholders would far outweigh any incremental value to Mr. Darrell. If the performance goals are met, we expect Mr. Darrell's percentage share of the total shareholder value creation would be less than one-quarter of one percent of the total shareholder value creation. For more information on the CEO Performance Award, including the assumptions underlying the anticipated incremental value creation, refer below to the Compensation Discussion and Analysis-CEO Performance Award Design and Vesting Summary.

The Board and the Committee are firmly committed to using these performance goals as an incentive for continued achievement and execution of VF's business strategy and the expected value creation for shareholders resulting from such achievement.

As part of the Committee's annual process to evaluate our compensation programs' design, the Committee reviewed the structure of long-term incentives for our executive officers and identified an opportunity to better align them with our current business strategy and the evolving external environment. Accordingly, for fiscal 2026 for our executive officers, the Committee decided to use four- and five-year vesting time-based equity awards as the sole long-term incentive award. However, we retained the total shareholder return modifier for a portion of the time-based awards and as a result, that portion will not vest if total shareholder return over the performance period, relative to a predefined total shareholder return comparator group, falls outside a predefined range. The four- and five-year vesting periods are intended to focus our leadership team on long-term, sustained, shareholder value creation.

ITEM NO. 2

Except as described above, the Committee did not grant any annual performance-based equity awards or stock options in fiscal 2026. In making this decision, the Committee heavily considered our overall share usage and the impact on dilution. We believe this decision is also in shareholders' best interest because, as a result, our burn rate*** improved from 3.03% in fiscal 2025 to 1.75% in fiscal 2026, with approximately 29 million shares remaining available for use under VF's equity plan as of the end of fiscal 2026, and our dilution**** rate decreased from 14.0% in fiscal 2025 to 12.2% in fiscal 2026 as calculated as of the end of fiscal 2026.

Thank you for your trust and support as we continue to build and grow our portfolio of apparel, footwear and equipment brands that support active lifestyles. The Board is excited about the momentum in our business as we create products rooted in performance with elevated design and relentless innovation, while delivering sustainable and long-term value to our shareholders, employees and communities.

On behalf of the Board, we encourage you to vote "FOR" Item No. 2.

Sincerely,

The Talent and Compensation Committee

Juliana L. Chugg, Chair

Trevor A. Edwards

Mindy F. Grossman

Mark S. Hoplamazian

Laura W. Lang

Matthew J. Shattock

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (the "CD&A") describes our executive compensation programs of our NEOs for fiscal 2026.

EXECUTIVE SUMMARY

Our NEOs for fiscal 2026:

Compensation Programs Highlights

Our overall financial performance in fiscal 2026 was reflected in the pay decisions made by the Committee for our CEO and our other NEOs for fiscal 2026. Detailed outcomes for fiscal 2026 are described throughout this CD&A, and include the following highlights:

EXECUTIVE COMPENSATION

Compensation Principles

Our executive compensation program is designed to align the rewards of our executives with the interests of our shareholders, based on the following core principles:

Governance Practices

Our executive compensation practices support good governance and mitigate excessive risk-taking. Below we highlight key compensation practices that we have implemented in our compensation program to promote the interests of shareholders and ensure responsible compensation and governance practices:

EXECUTIVE COMPENSATION

Fiscal 2026 Shareholder Engagement

At our 2025 Annual Meeting, the advisory say-on-pay proposal received approximately 96% support of the votes cast. We maintain an active shareholder engagement program throughout the year to solicit feedback, paying particular attention to investor perspectives regarding our executive compensation programs, the alignment between pay and performance and our incentive compensation metrics.

Following the 2025 Annual Meeting, we invited shareholders representing nearly 70% of our outstanding common stock to engage and share their perspectives with us. Our engagement team, comprised of our Board Chair, Committee Chair and management, met with eight shareholders representing nearly 40% of our outstanding shares. Our Board Chair or the Committee Chair participated in nearly all of those meetings.

In our engagements, we discussed with our shareholders, among other topics, talent succession planning and leadership development, our executive compensation programs design, pay and performance alignment, incentive compensation metrics, and the use of special equity awards.

A majority of shareholders we met with were generally supportive of our approach to executive compensation and noted favorably our thoughtful and simplified compensation structure, our pay for performance philosophy, and the grant of the CEO Performance Award as fully performance based and tied to longer-term financial and share price-based metrics.

Below is a summary of the key topics our shareholders were focused on and the Committee's response:

EXECUTIVE COMPENSATION

Considering feedback from our shareholders is a valued element of VF's and the Committee's approach to designing our executive compensation program. Our proactive shareholder engagement program is described in "Corporate Governance at VF - Shareholder Outreach and Engagement" in this proxy statement. The Committee remains committed to understanding and being responsive to shareholder feedback.

COMPENSATION PROGRAMS

The fundamental philosophy of our executive compensation programs is to pay for performance through the alignment of our executives' pay to the achievement of VF's short- and long-term business strategies.

Our programs are designed to incentivize responsible achievement of multiple operating goals over short-term and long-term periods. In accordance with the compensation principles described above, 91% of our CEO's total direct compensation in fiscal 2026 was at risk (including payout/vesting tied to performance objectives and/or share price fluctuation). In addition, in fiscal 2026, an average of 82% of total direct compensation for other NEOs was at risk. Under our compensation programs, AIP and LTI are considered at risk because those are performance-based (payouts are dependent on achievement of pre-established performance goals) and LTI grants may have a reduced value and/or forfeiture in the event of a decrease in our share price. For the purpose of valuing total direct compensation, the performance-based elements are valued at their grant date at target levels. Such awards also provide for above- and below-target payout levels and thereby directly motivate executives to achieve VF's business goals, reward them for achieving and exceeding these goals and reduce compensation below target levels if goals are not achieved at or above target levels of performance. No awards will be earned if a minimum threshold level of performance is not achieved.

EXECUTIVE COMPENSATION

Components of our Compensation Programs

An overview of our fiscal 2026 compensation programs is provided in the table below. A more comprehensive explanation, including details for each component of our NEOs' fiscal 2026 total compensation, is provided in "2026 Elements of Compensation and Decisions" below.

EXECUTIVE COMPENSATION

For fiscal 2026, the components of total direct compensation⁽¹⁾ for our CEO and other NEOs were as depicted below.

In establishing the components of executive compensation, the Committee, in consultation with its independent consultant, assesses whether the program's terms promote unnecessary risk-taking. In performing this assessment, the Committee reviews such compensation design elements as pay mix, performance metrics, performance goals and payout curves, payment timing and adjustments, equity incentives, stock ownership requirements, clawback provisions and VF's trading policies. After performing this analysis, the Committee has concluded that the program does not promote excessive or unnecessary risk-taking that is reasonably likely to have a material adverse impact on the Company.

COMPENSATION DETERMINATION PROCESS

Role of Talent and Compensation Committee

The Committee is composed entirely of independent directors and it oversees and administers our executive compensation programs in accordance with its charter. The Committee annually reviews and approves our executive compensation programs, policies and practices, sets the peer group companies and sets the compensation (including base salary, short-term and long-term incentives) for our NEOs. In setting these elements of compensation, the Committee reviews the total target compensation for our NEOs and considers market and peer practices and annually reviews the performance of the CEO and reviews the evaluations of the other NEOs. The Committee approves short-term and long-term incentive award payouts based on performance achieved relative to the pre-established performance goals. The Committee considers the results of the annual advisory "say-on-pay" proposal, along with feedback from shareholder engagement, and reviews NEO tally sheets, in connection with the discharge of the Committee's responsibilities.

Role of Compensation Consultant

The Committee retained Meridian Compensation Partners, LLC ("Meridian") as its independent compensation consultant for fiscal 2026. In assessing Meridian's independence, the Committee has considered the six-factor test prescribed under NYSE rules and concluded that Meridian is independent of VF, having no relationship with VF other than providing advisory services to the Committee. The Committee has sole authority to retain or terminate the service of its compensation consultant and to establish the fees to be paid to the consultant.

As part of its engagement in fiscal 2026, the Committee directed Meridian to independently prepare an analysis of compensation data relating to all NEOs, to advise on current executive compensation practices that meet high governance standards, as well as current market trends, regulatory issues and developments related to executive compensation and director compensation. Meridian also assisted the Committee with a variety of other items, including reviewing the peer group and reviewing our compensation risk analysis. A representative of Meridian also attended all meetings and executive sessions of the Committee in fiscal 2026.

Role of VF Management

The CEO evaluates the performance of the other NEOs and provides preliminary recommendations to the Committee regarding target compensation for NEOs other than himself. The Committee, which makes the final decision, considers the CEO's input when determining and approving compensation for NEOs other than himself. VF management is responsible for providing Meridian with information to facilitate its role in advising the Committee and preparing information for each Committee meeting. The CEO, Executive Vice President and Chief People Officer and Vice President, Total Rewards generally attend Committee meetings, except the executive sessions or portions of the Committee meetings during which his or her individual compensation was discussed or approved.

EXECUTIVE COMPENSATION

Role of Peer Group and Benchmarking

Due to the importance of attracting and retaining top executive leadership talent, the Committee regularly reviews and determines the composition of our compensation peer group. The peer group is used to generate competitive pay data to augment the Committee's review of senior executives' compensation. To determine the peer group, the Committee primarily identifies companies based on industry, revenue, market capitalization, multi-brand portfolio, similarity in products and/or customers and consumers, and who we compete with for top talent. In October 2024, the Committee reviewed the composition of the fiscal 2025 peer group and determined to make no changes to the peer group for fiscal 2026 (the "Peer Group"). The Peer Group constituent companies are grouped into the following business types:

The Committee sets target total direct compensation (base salary, target AIP awards and target annual LTI award values) for senior executives generally around the median of the Peer Group data.

Positioning total compensation near median is intended to retain top talent at a reasonable cost to VF as indicated by the available data. The Committee considers the scope of the executive's duties, the executive's experience in his or her role and individual performance relative to his or her peers to establish the appropriate positioning within that range of market data, or outside the range under circumstances that justify a deviation. The Committee also considers historical compensation levels, relative compensation levels among VF's executives, and VF's performance as compared to the performance of companies in the Peer Group. The Committee generally allocates between total cash compensation and equity compensation in a way intended to be competitive with the Peer Group. The Committee balances the elements of total direct compensation in this process.

The Committee's consultant utilized the Peer Group data to assist in establishing compensation targets for fiscal 2026.

In November 2025, the Committee approved an updated peer group to add Deckers Outdoor Corporation and Puma SE and to remove Nordstrom, Inc. following the completion of Nordstrom's take-private transaction. The Committee utilized the updated peer group to assist in establishing compensation targets for fiscal 2027.