Abercrombie & Fitch : 2024 Proxy Statement

April 29, 2024

TO OUR FELLOW STOCKHOLDERS:

We invite you to join us for the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Abercrombie & Fitch Co. to be held at 10:00 a.m., Eastern Time, on Wednesday, June 12, 2024. The Annual Meeting will be held as a virtual meeting, to be conducted exclusively via webcast at www.virtualshareholdermeeting.com/ANF2024. Details regarding how to participate in the webcast of the Annual Meeting and the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Stockholders (the "Notice") and Proxy Statement.

Fiscal 2023 was a defining year for our Company. We achieved important financial milestones, achieving top-line growth across regions, brands, and channels, all while making critical investments to strengthen our brands and Company. We ended the year with $4.28 billion in net sales, up 16% to Fiscal 2022, and we achieved an operating margin of 11.3%, our best in 15 years. Throughout the year, we also made progress on the three pillars underpinning our 2025 Always Forward Plan that we unveiled at our June 2022 Investor Day:

• Execute Focused Growth Plans - The Abercrombie & Fitch brand continued its impressive multiyear performance and, along with abercrombie kids, Abercrombie brands delivered 27% net sales growth over Fiscal 2022. We also stabilized the Hollister business, returning Hollister brands to 6% net sales growth over Fiscal 2022. Continuing the focus on a growth mindset, we again ended the year as a net store opener and delivered 57 new, right-sized, and remodeled store experiences to reach new and current customers.
• Accelerate an Enterprise-wideDigital Revolution - We maintained focus on our strong digital business and continued improvements to our omnichannel shopping capabilities, delivering 45% of our Fiscal 2023 sales through our digital channels. We added digital talent to our teams and continued our work in modernizing our data and technology infrastructures.
• Operate with Financial Discipline - In addition to our strong net sales and operating margin results during Fiscal 2023, we also improved gross profit rate by 600 basis points to Fiscal 2022. While achieving these results, we improved cash flow and accelerated investments in the business when appropriate to enable future growth. We also used excess cash to reduce our debt levels, and we significantly improved our inventory levels while also growing average unit retail.

During Fiscal 2023, we continued our Board of Directors refreshment efforts and we completed the successful transition of the role of Chairperson of the Board. In November 2023, we welcomed a new director, Arturo Nuñez. Arturo brings marketing expertise and global retail experience, and we look forward to his continued contributions to the Board. We also thank departing director Sarah Gallagher for her 10 years of service as a director.

Our strong Fiscal 2023 financial results were at or above our Always Forward Plan 2025 financial targets for net sales and operating margin. For Fiscal 2024, we are focusing on sustaining our progress on the 2025 Always Forward Plan, and are eager to carry our strong momentum from 2023 forward. We look forward to delivering sustainable, profitable global growth for our stockholders.

Whether or not you plan to join us for the Annual Meeting, it is important that your shares be represented. We encourage you to promptly submit your proxy by following the simple instructions shown on your Notice of Internet Availability of Proxy Materials or proxy card.

Always Forward,

Notice of Annual Meeting of Stockholders

Items of Business

The Proxy Statement describes each of these items in detail. In addition, we will transact any other business that may properly come before the Annual Meeting, and at any adjournments or postponements thereof.

Important Voting Information

Even if you plan to participate in the Annual Meeting, we urge you to vote as soon as possible in one of the following ways:

Participating in the Annual Meeting

All stockholders are invited to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANF2024. Our goal is to ensure that stockholders have the same rights and opportunities to participate in the Annual Meeting as you would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically, and submit questions during the meeting. To do so, you will need the unique 16-digit control number printed in the box on your Notice of Internet Availability of Proxy Materials or proxy card. Please see page 82 for more information.

By Order of the Board of Directors,

Table of Contents

Proxy Statement Summary

ABOUT ABERCROMBIE & FITCH CO.

We are a global, digitally-led, omnichannel retailer offering a broad assortment of apparel, personal care products, and accessories for men, women, and kids. We sell our products primarily through our Company-owned stores and digital channels, as well as through various third-party arrangements. We operate primarily in North America, Europe, the Middle East, and Asia.

Corporate Purpose

Our corporate purpose informs our mission, shapes our vision, fuels our purpose-led brands, and inspires our global associates. It is

our North Star and "why" we do what we do every day.

We are here for you on the journey to being and becoming who you are.

Our Brands

Our brands share a commitment to offering unique products of enduring quality and exceptional comfort that allow customers

around the world to express their own individuality and style.

CORPORATE CULTURE HIGHLIGHTS

2023 Recognitions

We are proud to be recognized in 2023 for our strong corporate culture and our associates' workplace experience:

Named one of the 2023 Best Workplaces in Retail™ by Fortune magazine

Continued our status as a Great Place to Work-Certified™ organization for the third consecutive year

Received a perfect score on the Human Rights Campaign's 2023-2024 Corporate Equality Index for the 17th year in a row, receiving a designation as one of the Best Places to Work for LGBTQ+ Equality

PROXY STATEMENT SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS

Corporate Governance Practices

We consistently seek to follow best practices in corporate governance. Some of our corporate governance practices are highlighted:

Board and Committee Diversity

Other Board and Committee Practices

Stockholder Engagement

We believe in the importance of effective and transparent engagement with our stockholders. During Fiscal 2023, we met with many of our largest actively-managed stockholders and with new and prospective investors during scheduled events and meetings throughout the year. Our CEO, CFO/COO, and other members of our Investor Relations team also participated in numerous investor conferences throughout the year where they engaged with the investment community and our stockholders. These meetings, events and conferences primarily focused on our financial performance, operations, and progress against our long-term strategic initiatives, including our 2025 Always Forward Plan. We also engaged on various matters important to stockholders, including topics related to capital allocation, corporate governance, ESG initiatives, and executive compensation. The Company considers feedback from stockholders and incorporates it into our practices, policies, and decision-making as appropriate.

Board and Committee Refreshment

Our Board believes that regular refreshment is a critical component of our overall commitment to good governance. Our Board's ongoing process of refreshment included the successful Board leadership transition with Nigel Travis, who has served on our Board since February 2019, assuming the role as Chairperson of our Board effective at the conclusion of Fiscal 2022. Additionally, as part of our ongoing Board refreshment, our long-standing director Sarah Gallagher, whose term ends immediately prior to the Annual Meeting, will not stand for re-election. The size of our Board will be reduced from ten to nine directors, effective immediately following the Annual Meeting. The Board thanks Ms. Gallagher for her 10 years of service on the Board and for her contributions to the Company and our stockholders.

PROXY STATEMENT SUMMARY

Our Nominating and Board Governance Committee (sometimes referred to herein as the "Nominating Committee") is charged with identifying individuals qualified to become directors of the Company and recommending to the Board director nominees for appointment to the Board. Over the past several years, the Nominating Committee has recommended to the Board the nomination of directors who we believe bring fresh perspectives and certain specialized skills or expertise, which we believe are well balanced by the contributions of our directors with longer tenures who have over time gained institutional knowledge. Our commitment to bringing new ideas and perspectives to the Board is demonstrated by our current Board composition. In November 2023, upon the recommendation of the Nominating Committee, our Board appointed a new independent director, Arturo Nuñez. In addition to Mr. Nuñez, since the beginning of Fiscal 2020, we have added four new independent directors: Susie Coulter, James A. Goldman, Kenneth B. Robinson, and Helen Vaid.

While we are proud of the multi-year Board refreshment process, the Nominating Committee will continue to evaluate each incumbent director's qualifications, performance, and ability to continue to contribute productively to help ensure the appropriate composition and tenure of the Board, and, as appropriate, the Nominating Committee will continue to seek highly qualified director candidates in furtherance of the Board's ongoing refreshment strategy.

Our Nominating Committee is also responsible for evaluating and making recommendations to our Board regarding Board committee assignments. In connection with the recent Board refreshment, our Nominating Committee is undergoing an evaluation of the Board committees' composition. Following such evaluation, the Nominating Committee expects to recommend the appointment of a new committee member to our Nominating Committee and to our Environmental, Social, and Governance Committee (sometimes referred to herein as the "ESG Committee") to replace Ms. Gallagher on those committees.

Director Nominees

Our Board currently has ten members. As Ms. Gallagher is not standing for re-election, the Board has nominated nine of the existing ten directors for election at the Annual Meeting, to serve until the 2025 Annual Meeting of Stockholders. The following snapshot and table provide summary information about our director nominees. The diversity data set forth below is based on self-identification information provided and consented to by our director nominees. Please see page 9 of this Proxy Statement for Proposal 1 - Election of Directors for more information, including a Director Nominee Diversity and Tenure matrix, on our director nominees' self- identified diversity traits.

Director Nominee Snapshot

PROXY STATEMENT SUMMARY

Director Nominee Summary

PROXY STATEMENT SUMMARY

ENVIRONMENTAL AND SOCIAL HIGHLIGHTS

Environmental and Social Practices

We operate and invest in our business with a focus on the long term, which requires taking into consideration environmental and social matters that are important to our stakeholders, including our stockholders, customers, associates, and partners. In our efforts to create positive impacts within our organization and within communities we operate in, we have implemented practices and established targets to promote environmental and social stewardship, community involvement, and inclusion and diversity. A few environmental and social highlights from Fiscal 2023 are as follows:

Environment and Sustainability

• Published the results of our first ESG materiality assessment, along with additional information on our sustainability strategies, goals, and initiatives, on an updated sustainability website to provide our stakeholders with greater transparency
• Following the completion of our first ESG materiality assessment in 2022, in 2023 we refreshed existing ESG goals and introduced new goals
• Formally established our intent to set near-termscience-based emissions reductions targets in line with the criteria for Science Based Targets initiative
• Directly engaged with a number of our stockholders to educate, discuss, and receive feedback on various topics, including our sustainability initiatives and our supply chain practices

Global Giving and Community Involvement

Inclusion and Diversity

• Attracted, retained, and managed our qualified talent representing diverse backgrounds, experiences, and skillsets
• Established Inclusion & Diversity key principles of representation, leadership, learning, and equity
• Held our third annual HBCU Summit, with attendees represented from a dozen Historically Black Colleges and Universities in the United States
• Continued investments in creating community expansion of our associate resource groups ("ARGs"), including:
• • Ongoing programming for our BIPOC, Families/Caregivers, LGBTQIA+, and Women communities through our BIPOC & Allies ARG, Families/Caregivers & Allies ARG, Pride & Allies ARG, and Women & Allies ARG
  • Established a new ARG for those associates who support, identify, and/or are caregivers/allies of disabilities or different abilities (ABLE & Allies ARG)
• Amplified and celebrated the voices of our BIPOC and LGBTQIA+ communities through product capsule collections:
• • The Abercrombie & Fitch brand launched the 2023 installment of its ongoing Black History Month collection: a purpose-led capsule designed by members of the BIPOC community
  • The Abercrombie brands launched gender-inclusive Pride collections in June 2023, co-created with The Trevor Project