VFC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 16, 2023

V.F. Corporation

(Exact name of registrant as specified in charter)

1551 Wewatta Street

Denver, Colorado 80202

(Address of principal executive offices)

(720) 778-4000

(Registrant’s telephone number, including area code)

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

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

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

Emerging growth company  ☐

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

Item 1.01.                    Entry into a Material Definitive Agreement.

Amendment to Revolving Credit Agreement

On February 16, 2023 (the “Amendment Effective Date”), V.F. Corporation (the “Company” or “VF”) entered into an amendment (the “Revolver Amendment”) to its $2.25 billion senior unsecured revolving credit facility that expires November 2026. The Revolver Amendment amends: (x) the definition of “Consolidated Net Worth” to include, for any fiscal quarter ending on or prior to September 30, 2026 and solely for purposes of calculating the Consolidated Net Indebtedness to Consolidated Net Capitalization financial covenant (the “Financial Covenant”), addbacks for (a) non-cash impairment charges and (b) material impacts resulting from adverse legal rulings relating to certain pending legal proceedings, in each case for the fiscal quarter in which such charges or impacts were recognized and the four immediately succeeding fiscal quarters; provided that the aggregate amount of all such charges and impacts will not exceed US$850 million and (y) the Financial Covenant ratio levels, such that such ratio will not exceed (a) on or prior to the fiscal quarter ending September 30, 2024, 0.70 to 1.00, (b) thereafter and on or prior to the fiscal quarter ending September 30, 2025, 0.65 to 1.00 and (c) thereafter through maturity, 0.60 to 1.00.

The foregoing description of the terms of the Revolver Amendment is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Amendment to Delayed Draw Term Loan Agreement

On the Amendment Effective Date, the Company entered into an amendment to its $1.0 billion delayed draw Term Loan Agreement that expires December 2024 (the “DDTL Amendment”). The DDTL Amendment amends: (x) the definition of “Consolidated Net Worth” to include, for any fiscal quarter ending on or prior to September 30, 2026 and solely for purposes of calculating the Consolidated Net Indebtedness to Consolidated Net Capitalization Financial Covenant, addbacks for (a) non-cash impairment charges and (b) material impacts resulting from adverse legal rulings relating to certain pending legal proceedings, in each case for the fiscal quarter in which such charges or impacts were recognized and the four immediately succeeding fiscal quarters; provided that the aggregate amount of all such charges and impacts will not exceed US$850 million and (y) the Financial Covenant ratio levels, such that such ratio will not exceed (a) on or prior to the fiscal quarter ending September 30, 2024, 0.70 to 1.00, (b) thereafter and on or prior to the fiscal quarter ending September 30, 2025, 0.65 to 1.00 and (c) thereafter through maturity, 0.60 to 1.00.

The foregoing description of the terms of the DDTL Amendment is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

Item 2.03.                    Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01.                    Financial Statements and Exhibits.

(d) Exhibits

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 hereunto duly authorized.

Date: February 16, 2023