UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. | Regulation FD Disclosure. |
On March 29, 2022, RH issued two press releases which are attached hereto as Exhibits 99.1 and 99.2, and are incorporated herein by reference.
The information furnished with this report under this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit |
| Description | |||
99.1 | |||||
99.2 | Press Release dated March 29, 2022 announcing RH’s intention to execute a 3-for-1 stock split. | ||||
104 | Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
Exhibit 99.1
RH ANNOUNCES CHAIRMAN & CEO GARY FRIEDMAN PLANS TO EXERCISE EXPIRING IPO STOCK OPTIONS AND SELL A PORTION OF THE SHARES TO FUND THE EXERCISE AND SATISFY RESULTING TAX OBLIGATIONS
CORTE MADERA, CA—(BUSINESS WIRE)—March 29, 2022—RH (NYSE: RH) announced today that Chairman & Chief Executive Officer Gary Friedman intends to sell approximately 1.7 million shares of common stock related to 2.9 million options that are set to expire in connection with the ten-year anniversary of the Company’s initial public offering. Mr. Friedman plans to use the sale proceeds to fund the option exercise and satisfy the resulting tax obligations.
Following the option exercise and sale, Mr. Friedman will retain beneficial ownership of approximately 5.7 million shares, representing approximately 21% of RH’s common stock outstanding.
ABOUT RH
RH (NYSE: RH) is a curator of design, taste and style in the luxury lifestyle market. The Company offers collections through its retail galleries, source books, and online at RH.com, RHModern.com, RHBabyandChild.com, RHTEEN.com and Waterworks.com.
FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements within the meaning of the federal securities laws, including without limitation, statements regarding the intention of our Chairman & Chief Executive Officer’s intention to exercise approximately 2.9 million options that are set to expire at the ten year anniversary of our initial public offering and to sell approximately 1.7 million shares of our common stock in order to fund the option exercise price and satisfy the resulting tax obligations; expectations concerning the timing of such events or the price that Mr. Friedman might receive for such shares of common stock and any statements or assumptions underlying any of the foregoing.
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,” “should,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future events. We cannot assure you that future developments affecting us will be those that we have anticipated. Important risks and uncertainties that could cause actual results to differ materially from our expectations include, among others: changes related to the share price of our common stock; risks related to the global outbreak of the COVID-19 virus including variants of such virus and any ongoing impact on our business related to the virus; risks related to natural disasters including earthquakes, fire and weather as well as other conditions outside of our control including outbreak of hostilities, war or civil; risks related to our dependence on key personnel and any changes in our ability to retain key personnel; successful implementation of our growth strategy; risks related to the number of new business initiatives we are undertaking; successful implementation of our growth strategy including our real estate transformation and the number of new Gallery locations that we seek to open and the timing of openings; uncertainties in the current performance of our business including a range of risks related to our operations as well as external economic factors; general economic conditions and the housing market as well as the impact of economic conditions on consumer confidence and spending; changes in customer demand
for our products; our ability to anticipate consumer preferences and buying trends, and maintaining our brand promise to customers; decisions concerning the allocation of capital; factors affecting our outstanding convertible senior notes or other forms of our indebtedness; changes in consumer spending based on weather and other conditions beyond our control; strikes and work stoppages affecting port workers and other industries involved in the transportation of our products; our ability to obtain our products in a timely fashion or in the quantities required; our ability to employ reasonable and appropriate security measures to protect personal information that we collect; our ability to support our growth with appropriate information technology systems; risks related to our sourcing and supply chain including our dependence on imported products produced by foreign manufacturers and risks related to importation of such products including risks related to tariffs and other similar issues, as well as those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in RH’s most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, and similar disclosures in subsequent reports filed with the SEC, which are available on our investor relations website at ir.rh.com and on the SEC website at www.sec.gov. Any forward-looking statement made by us in this release speaks only as of the date on which we make it. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
CONTACTS
PRESS CONTACT
truthgroup@RH.com
INVESTOR RELATIONS CONTACT
Allison Malkin, 203.682.8225, allison.malkin@icrinc.com
Exhibit 99.2
RH ANNOUNCES INTENTION TO EXECUTE A 3-FOR-1 STOCK SPLIT
CORTE MADERA, CA—(BUSINESS WIRE)—March 29, 2022—RH (NYSE: RH) announced today that it intends to execute a 3-for-1 stock split with respect to its common stock. The Company believes that a stock split is appropriate in view of the substantial appreciation that has occurred in the share price since the 2012 initial public offering. Although a stock split does not change the value of the Company, we believe that a split should have a number of benefits, including the recruitment and retention of talent. The stock split is expected to be executed in the spring.
ABOUT RH
RH (NYSE: RH) is a curator of design, taste and style in the luxury lifestyle market. The Company offers collections through its retail galleries, source books, and online at RH.com, RHModern.com, RHBabyandChild.com, RHTEEN.com and Waterworks.com.
FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements within the meaning of the federal securities laws, including without limitation, statements regarding our intention to execute a 3-for-1 stock split and our expectations and beliefs that a split is appropriate in view of our historical stock price appreciation since the initial public offering and that a split will have benefits to the business including with respect to the recruitment and retention of talent; and any statements or assumptions underlying any of the foregoing.
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,” “should,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future events. We cannot assure you that future developments affecting us will be those that we have anticipated. Important risks and uncertainties that could cause actual results to differ materially from our expectations include, among others: changes related to the share price of our common stock; risks related to the global outbreak of the COVID-19 virus including variants of such virus and any ongoing impact on our business related to the virus; risks related to natural disasters including earthquakes, fire and weather as well as other conditions outside of our control including outbreak of hostilities, war or civil; risks related to our dependence on key personnel and any changes in our ability to retain key personnel; successful implementation of our growth strategy; risks related to the number of new business initiatives we are undertaking; successful implementation of our growth strategy including our real estate transformation and the number of new Gallery locations that we seek to open and the timing of openings; uncertainties in the current performance of our business including a range of risks related to our operations as well as external economic factors; general economic conditions and the housing market as well as the impact of economic conditions on consumer confidence and spending; changes in customer demand for our products; our ability to anticipate consumer preferences and buying trends, and maintaining our brand promise to customers; decisions concerning the allocation of capital; factors affecting our outstanding convertible senior notes or other forms of our indebtedness; changes in consumer spending based on weather and other conditions beyond our control; strikes and work stoppages affecting port workers and other industries involved in the transportation of our products; our ability to obtain our products in a timely fashion or in the quantities required; our ability to employ
reasonable and appropriate security measures to protect personal information that we collect; our ability to support our growth with appropriate information technology systems; risks related to our sourcing and supply chain including our dependence on imported products produced by foreign manufacturers and risks related to importation of such products including risks related to tariffs and other similar issues, as well as those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in RH’s most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, and similar disclosures in subsequent reports filed with the SEC, which are available on our investor relations website at ir.rh.com and on the SEC website at www.sec.gov. Any forward-looking statement made by us in this release speaks only as of the date on which we make it. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
CONTACTS
PRESS CONTACT
truthgroup@RH.com
INVESTOR RELATIONS CONTACT
Allison Malkin, 203.682.8225, allison.malkin@icrinc.com