Operator : Hello, everyone. Thank you for joining us, and welcome to Vince Q2 2026 earnings conference call. After today's prepared remarks, we will host a question-and-answer session. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. I will now hand the conference over to Nicole Lee, Vice President of Legal and Deputy General Counsel. Nicole, please go ahead.

Nicole Lee : Thank you, and good morning, everyone. Welcome to Vince Holding Corp's second quarter fiscal 2026 results conference call. Hosting the call today is Brendan Hoffman, Chief Executive Officer, and Yuji Okumura, Chief Financial Officer. Before we begin, let me remind you that certain statements made on this call may constitute forward-looking statements, which are subject to risks and uncertainties that could cause actual results to differ from those that the company expect. Those risks and uncertainties are described in today's press release and in the company's SEC filings, which are available on the company's website. Investors should not assume that statements made during the call will remain operative at a later time, and the company undertakes no obligation to update any information discussed on the call. In addition, in today's discussion, the company is presenting its financial results in conformity with GAAP and on an adjusted basis. The adjusted results that the company presents today are non-GAAP measures. Discussions of these non-GAAP measures and information on reconciliations of them to their most comparable GAAP measures are included in today's press release and related schedules, which are available in the Investors section of the company's website at investors.vince.com. Now, I'll turn the call over to Brendan.

Brendan Hoffman : Thank you, and good morning, everyone. I'm very pleased to announce another fantastic quarter for Vince Holding Corp today and excited to provide more color on the new chapter we are beginning with our recent acquisition of OVO. Let me start with our second quarter results, which reflect continued momentum across the business. We delivered sales growth of nearly 12% with strength across both our direct-to-consumer and wholesale channels and delivered adjusted EBITDA of $18 million, including the benefits of tariff refunds. Importantly, our profitability results were above our outlook, even excluding the refund benefits as well as transaction costs incurred in the period. This marks another quarter in which our team has executed against a clear plan and delivered on what we said we would deliver, and I want to thank everyone across our organization for that consistency. Highlights from the quarter include strong sales growth in both our women's and men's businesses, driven by full-price transactions across key categories, including woven tops, lightweight outerwear, and seasonal knits and sweaters. Customers also continued to embrace full outfitting, driving higher transactions across categories. Our summer and pre-fall collections resonated particularly well, and that momentum extended into the Nordstrom anniversary event. Underpinning it all is continued growth in our full-price customer base across all channels, which gives us confidence in the durability of the business. Given the continued momentum we are seeing as we enter the third quarter, we are pleased to raise our annual outlook for Vince, as Yuji will review. Now I want to spend some time on the most significant strategic step we've taken as a company in years. On August 27th, we announced and completed the acquisition of the operating business of OVO, one of the most recognized brands in contemporary streetwear, co-founded by Drake. In only one day following the news, we saw the transaction drive more than 500,000 impressions across owned and external posts from all partners, with amplifying accounts representing a combined audience of over 40 million followers. This is the next chapter of our multi-brand platform strategy beyond Vince in partnership with Authentic, and I want to walk through why we did it, why now, and why we believe in this growth opportunity. Let me start with the brand itself. OVO has built one of the most loyal followings in global streetwear, anchored by a distinctive owl logo and black and gold aesthetic, and a track record of collaboration-led product drops that consistently sell out. It operates 12 stores today across Canada, the United States, and the United Kingdom, alongside a robust e-commerce business. This is a brand with real cultural relevance and a direct connection to its customer, and it gives Vince Holding Corp access to the fast-growing global streetwear market, a category we did not previously participate in. The strategic logic is straightforward. OVO gets access to something it has never had at scale, our operating infrastructure. We bring proven capabilities in merchandising, sourcing, production, and wholesale. Many of the same capabilities that drove Vince's own turnaround, and we intend to put them to work fueling OVO's next phase of growth. That means expanding OVO's store and e-commerce footprint in the U.S., using our scale, and launching OVO's wholesale business through some of the same national department store relationships we've spent years building for Vince. At the same time, this transaction gives us a Canadian-based infrastructure and local presence that we intend to leverage to open five to six Vince stores and expand Vince's e-commerce and wholesale positioning in Canada, a market where the brand has historically been under-penetrated. This transaction also deepens our relationship with Authentic Brands Group. Authentic has acquired a majority stake in OVO's intellectual property, with Drake maintaining a 44% stake as well. As part of this expanded partnership, Vince Holding Corp owns 5% of the IP, alongside a long-term license agreement to manufacture and sell OVO product. While this gives us a new revenue stream, importantly, it gives us the ability to participate in the overall growth of the OVO IP, as Authentic has demonstrated its leadership in this area through monetizing and growing these types of transactions. We are proud to deepen our partnership with them. Importantly, Vince and OVO will maintain separate brand operations and creative teams. Vince will continue to serve its contemporary customer, and OVO will continue to serve its streetwear audience, each with the creative independence that has made it successful. What we are bringing together is the operating backbone underneath both brands, sourcing, production, logistics, and back-of-house infrastructure. We think that this is the right way to capture the benefits of scale without diluting what makes either brand distinct, and it reflects how we think about running a multi-brand platform going forward. From a financial standpoint, OVO ended calendar year 2025 with nearly $50 million in net sales and will be earnings neutral for us this year, with plans to be earning accretive next year. Looking forward, we have a clear path to grow this business meaningfully over time. Using disciplined assumptions with respect to channel mix, market penetration, and measured investments, we see opportunity to grow OVO to $100 million+ revenue business by fiscal 2030 and see adjusted EBITDA margins in the low double-digit percentage range. This growth comes from three primary drivers: expanding OVO's retail footprint from our current 12 doors to approximately 20 doors by 2030, focusing on the U.S. market, launching U.S. wholesale, and enhancing e-commerce through marketing and site optimization, as has proven successful at Vince. We've been thinking about building a true multi-brand platform for some time. Given the momentum we have in the core Vince business today, we believe this is the right moment to take that step. We are thrilled to further our relationship with Authentic and to welcome OVO, Drake, and the entire OVO team into the Vince Holding Corp family. With that, let me turn it over to Yuji, who will walk you through the second quarter financials and outlook in more detail.

Yuji Okumura : Thank you, Brendan, and good morning, everyone. I will walk you through our second quarter results and provide some additional color on our outlook for the third quarter and full year fiscal 2026. Total company net sales for the second quarter increased 11.7% to $81.8 million, compared to $73.2 million in the second quarter of fiscal 2025. With respect to channel performance, our direct-to-consumer segment grew 13.7%, driven by strong performances across both our e-commerce business and stores, and our wholesale segment increased 10.4% year-over-year. Gross profit in the second quarter was $49.8 million, or 60.9% of net sales. This compares to $36.9 million or 50.4% of net sales in the second quarter of last year. This includes the benefit of $10.4 million from tariff refunds. Excluding this benefit, gross margin decreased 290 basis points, in line with our expectations, given the higher input cost experience related to product and freight costs. Selling, general, and administrative expenses in the quarter were $36.3 million or 44.3% of net sales as compared to $25.8 million or 35.2% of net sales for the second quarter of last year. As a reminder, last year included a benefit of approximately $5.6 million related to the receipt of the payroll tax credit payments from the U.S. Department of the Treasury under the Employee Retention Credit program. Excluding this benefit from the prior year, as well as $2.9 million in transaction costs incurred in the second quarter of fiscal 2026 related to the OVO acquisition, SG&A as a percentage of net sales leveraged approximately 210 basis points compared to the second quarter last year, primarily driven by leverage of fixed costs on the higher sales. Income from operations for the second quarter was $13.6 million compared to income from operations of $11.2 million in the same period last year. Adjusted income from operations, which includes the benefit of tariff refunds in the second quarter of fiscal 2026, was $16.4 million, compared to $5.5 million in the same period last year. Net interest expense for the quarter decreased to $0.7 million, compared to $0.8 million in the prior year. The decrease was primarily due to lower levels of debt under the revolving credit facility. At the end of the second quarter of fiscal 2026, our long-term debt balance was $12.3 million. Income tax expense was $3.1 million, compared to $100,000 in the same period last year. The expense is due to the impact of applying company's estimated annual effective tax rate to the year-to-date ordinary pre-tax income. Net income for the second quarter was $10.6 million or diluted earnings per share of $0.80, compared to net income of $12.1 million or diluted earnings per share of $0.93 in the second quarter of last year. Adjusted net income, which includes the benefit from tariff refunds in the second quarter of fiscal 2026, was $13.5 million or $1.02 per diluted share, compared to $4.9 million or $0.38 in the same period last year. Adjusted EBITDA, which includes the tariff refund benefit, was $18 million for the second quarter compared to $6.7 million in the prior year, excluding ERC benefit. Turning to the balance sheet. Net inventory was $73.4 million at the end of second quarter as compared to $76.7 million at the end of the second quarter last year. The year-over-year decrease was primarily driven by the IEEPA tariff refunds of $2.6 million. Turning to our outlook. Today, we are providing an updated outlook that is specific to the Vince business and does not include the OVO business, which I address separately. We are taking this approach to ensure comparability of our performance across the quarters and to provide ongoing visibility into the Vince business. This outlook also excludes the transaction and integration costs related to the acquisition and now includes the benefit of the tariff refunds. We expect to see the $2.6 million of benefit currently in inventory to flow through in the second half and be offset by incremental cost pressures from freight and product costs we are experiencing. As Brendan discussed, we are excited to see the momentum at Vince carry into the start of the third quarter, and our outlook considers this performance, as well as elevated comparisons to last year, along with the dynamic macro environment we continue to operate in. For the third quarter, we expect Vince net sales to increase approximately 5%-8% compared to the prior year period. This guidance reflects an approximate increase of 11%-14% on a two-year basis, reflecting the strong momentum we are experiencing in the business. We expect Vince adjusted operating income as a percentage of net sales to be approximately 7.5%-8.5%, and Vince adjusted EBITDA as a percentage of net sales to be approximately 8.5%-9.5%. Given the momentum we have seen in the Vince business and continue to expect to see, we are raising our full-year outlook. For fiscal 2026, we are now expecting Vince net sales to increase approximately 8%-10% compared to fiscal 2025. We expect Vince adjusted operating income as a percentage of net sales to be approximately 7.5%-8%, and Vince adjusted EBITDA as a percentage of net sales to be approximately 9%-9.5%. Turning now to OVO. As Brendan reviewed, we see significant opportunity to scale the business and drive profitable growth through multiple levers. In the near term, following the transaction, we are beginning to reinvest in both inventory and marketing. Given this, we expect sales in the calendar 2026 on a pro forma basis to be relatively flat to calendar 2025. And expect earnings net of transaction costs to be neutral to the Vince Holding Corp business for fiscal 2026. Looking ahead, we expect to begin to scale the business in fiscal 2027 through the launch of U.S. wholesale and opening about three U.S. store locations. We continue to expect earnings from OVO to be accretive to the Vince Holding Corp business in fiscal 2027 and look forward to sharing more on our plans on future calls. In summary, we are very excited for this next chapter for the Vince Holding Corp platform. Our Vince business continued to drive momentum, and we have a clear path and strategy for OVO to drive incremental sales and earnings for our combined business. We are managing the external environment effectively, and with our strong balance sheet with ample liquidity, we are continuing to invest in initiatives that drive long-term growth, and we are well-positioned to execute against our plan. With that, I will turn it back to the operator to open the line for questions.

Operator : We will now begin the question-and-answer session. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Your first question comes from the line of Eric Beder with SCC Research. Your line is open, Eric. Please go ahead.

Eric Beder : Good morning. Congratulations on a solid quarter.

Brendan Hoffman : Thanks, Eric.

Eric Beder : When you look at the Vince business, I guess, where are we seeing in terms of men's becoming a larger piece? How should we be thinking about further category expansion in the stores?

Brendan Hoffman : Well, men's continues to do excellent for us, around 25% of the business and growing. Fortunately, the women's business is growing as well, so it's a neck-and-neck race. In terms of other categories, that's obviously in partnership with ABG now. They've done a great job of extending the brand in the categories that we've talked about, like tailored clothing, handbags, obviously our legacy shoe license, looking at some other things like baby and home. We look to see what can be accretive to our store business. At the same time, looking at how we can leverage drop ship. We think all of that just adds to the texture and flavor of the Vince experience.

Eric Beder : When you look at OVO, how much is Drake going to remain involved in the brand? I know he still owns about 44% of the IP, if I remember correctly. Where do you see the ability to really lever in some of the little more detailed infrastructure that you have in terms of manufacturing? Thank you.

Brendan Hoffman : Yeah. I had dinner with Drake last month, and he seems very committed. Obviously, OVO is his brand and his DNA, and the owl and the clothing is a big part of that. I was quite thrilled to see how much he wants to lean in going forward. Obviously, he is pretty busy, and we want him to continue to be the cultural icon he is. He is involved from an overall direction, and he will be involved on some personal appearances and making sure that the line that is created and the marketing fits in with his overall vision. I think we have a great pipeline with Drake and with his team, and with ABG. So excited about that to see where that leads to. I am sorry, Eric, what was the second part of your question?

Eric Beder : In terms of the synergies—

Brendan Hoffman : Oh, yeah.

Brendan Hoffman : —the ability to kind of leverage— Yeah.

Eric Beder : —your manufacturing basis and your network that you've upgraded now post-takeover.

Brendan Hoffman : Yeah. Thank you. Yeah. No, that's obviously an important part of the decision to move forward, is us thinking we could complement them quite well. We've had a team up there now for a few weeks. We're doing a big summit next week all hands with ABG, us, and OVO, and digging deeper into where we can complement, supplement, and be additive to them. I'm going to Hong Kong and Vietnam at the end of the month and for Vince, but we'll also be meeting with some of their key suppliers to try and facilitate better economics where we can and just show them what the new partnership's going to look like. We think there's many aspects of where Vince can lean in and supplement and be additive to what OVO is already doing, whether that's around sourcing, whether that's around adding stores and wholesale in the U.S., which is a big piece of it. Whether that's OVO helping us launch Vince in Canada with some new stores there, as well as some wholesale. We think there's a lot of back and forth synergies that will come out of this.

Eric Beder : The OVO also includes a store, if I remember correctly, in London. How does that help you or make it? How does that change the thought process maybe in Europe and other places for expansion now? Thank you.

Brendan Hoffman : Well, they have a very successful store in London as we have too, as well, as you know. You visited. Our main focus is the U.S., but we certainly are keeping an eye out on opportunities in Europe for Vince, as we've discussed in the past, and now for OVO. So, Jill Norton, our Chief Commercial Officer, she would say she's already looking for additional spaces in London and Paris for both brands, but we'll be opportunistic for OVO if those come forward. But really, our focus right now is launching wholesale in the U.S. and the additional stores, which I think are a great and wide-open path for us.

Eric Beder : Great. Sounds good. Thank you.

Brendan Hoffman : Thanks, Eric.

Operator : Your next question comes from the line of Michael Kupinski with Noble Capital Markets. Your line is open, Michael. Please go ahead.

Michael Kupinski : Thank you. Thank you for taking my questions, and congratulations on a solid quarter and your OVO on that acquisition.

Brendan Hoffman : Thank you.

Michael Kupinski : I was just wondering if you can talk a little bit about how quickly you could get OVO into Nordstrom and Bloomingdale's, and how significant could wholesale ultimately become for the brand. Then maybe, as you've outlined, generating about $100 million in revenue, how significant would wholesale be relative to your physical footprint of stores that you're expecting? If you can just give us some color on how do we get to the $100 million.

Brendan Hoffman : Yeah. We haven't obviously announced which partner we think is right to launch the brand, but ultimately, we think much like Vince, it can have a diversified wholesale base. I think realistically, it's the summer of back half of next year to launch. Right now, we at Vince are showing a February collection, and obviously, that's been in the works for a while. So that's part of the work we're doing now with OVO, is developing the collection for wholesale. So I would think it would be around this time next year that we would really do a launch. Maybe we'll do a capsule earlier. We're in deep conversations with the different majors to solidify that partnership. I can tell you, there's great enthusiasm as the streetwear business is growing and obviously around Drake and everything he's doing. I would hope that as we look out to the future, we have a balanced business, much like Vince, that's fairly spread out between wholesale and retail. I think probably OVO will always be a little bit bigger in retail, just because that's where it started. Much like Vince started in wholesale. But I have great confidence, especially with the conversations we've been having, that we can ramp up wholesale quite quickly based on the enthusiasm and the way the brand resonates. I think, being a direct-to-consumer brand, we understand how to merchandise the collection, how to merchandise the shops, and we'll work closely with the partner or partners to do so. But definitely as we speak here three years from now, I expect to have a very balanced business across the channels.

Michael Kupinski : Got you. Does OVO validate the operating platform strategy that you previously discussed? I was just wondering if investors should view this acquisition as a blueprint for additional brands? I guess following on that, what characteristics would you require before adding another brand to the platform?

Brendan Hoffman : Yeah. Well, I think taking that last, I think we obviously want to absorb OVO. We appreciate that this is a new chapter for the company, and we want to make sure it's a successful chapter for the company. So we want to learn and grow from this experience, but very confident we'll be able to do that. Yeah, I do expect and hope that this is a blueprint for using Vince as a platform that we can do with other brands. Most likely with Authentic Brands Group. I think that is hopefully a rinse, lather and repeat that we can do in the future. But first things first, and that's going to be OVO, and then we'll take it from there. I love the fact that it's not just a contemporary brand, it's a streetwear brand, and it will prove that we can do other categories and serve other customers with the base that we have with the Vince holding platform.

Michael Kupinski : Got you. If I can squeeze one more in here. You previously talked about breaking through the $300 million revenue ceiling as an important threshold for generating SG&A leverage. I was just wondering if you can just, given the momentum that you've seen the first half, and certainly as we're seeing in the second half as well, what incremental EBITDA margin should we think about as revenues continue to grow here?

Brendan Hoffman : Well, we gave our guidance on EBITDA. Obviously, there's a lot of noise right now with the tariff refunds and the future tariffs and the freight and everything. So there's lots of puts and takes, and we are doing some investment back in the business, in marketing in terms of trying to continue to drive the increase. So, other than what we've given in the guidance, I don't think I can get more granular than that. But it's certainly growing this business like we have and with the guidance we've given well past that $300 million barrier. It gives us a much stronger balance sheet that allows us to make decisions in investments in the future, whether it's OVO, investing in marketing, investing in people, investing in stores. So we feel really good about where we are and the profitability that we're going to continue to throw off.

Michael Kupinski : Great. Thanks for taking the questions and congratulations again.

Brendan Hoffman : Thanks, Mike.

Operator : We have reached the end of the Q&A session. I will now turn the call back to Brendan Hoffman for closing remarks.

Brendan Hoffman : Yeah. Thank you everyone. We apologize for the glitches earlier, but hopefully, the message got through, and I know it will be on replay. We look forward to updating you on our Q3 results in December. Thanks very much.

Operator : This concludes today's call. Thank you for attending. You may now disconnect.