Vince Holding Corp.

This discussion summarizes our consolidated operating results, financial condition and liquidity. The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this "Quarterly Report"). All amounts disclosed are in thousands except store counts, share and per share data and percentages. See Note 1 "Description of Business and Basis of Presentation" within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.

This discussion contains forward-looking statements involving risks, uncertainties and assumptions that could cause our results to differ materially from expectations. For a discussion of the risks facing our business see "Item 1A—Risk Factors" of this Quarterly Report as well as in our 2025 Annual Report on Form 10-K.

Executive Overview

We are a global retail company that operates the Vince brand women's and men's ready-to-wear business. We serve our customers through a variety of channels that reinforces the brand image. Previously, we also owned and operated the Rebecca Taylor and Parker brands until the sale of the respective intellectual property was completed, as discussed below.

Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. As of May 2, 2026, we operate 42 full-price retail stores, 12 outlet stores, and the e-commerce site, vince.com. Vince is also available through premium wholesale channels globally.

On April 21, 2023 the Company entered into a strategic partnership ("Authentic Transaction") with Authentic Brands Group, LLC ("Authentic"), a global brand development, marketing and entertainment platform, whereby the Company contributed its intellectual property to a newly formed Authentic subsidiary ("ABG Vince") for cash consideration and a membership interest in ABG Vince. The Company closed the Asset Sale on May 25, 2023. On May 25, 2023, in connection with the Authentic Transaction, V Opco, entered into a License Agreement (the "License Agreement") with ABG Vince, which provides V Opco with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). See Note 2 "Significant Transactions" to the Condensed Consolidated Financial Statements in this Quarterly Report for additional information.

On January 22, 2025, P180 Vince Acquisition Co., a subsidiary of P180, Inc., a venture focused on accelerating growth and profitability in the luxury apparel sector, acquired a majority stake in the Company (the “P180 Acquisition”) from affiliates of Sun Capital Partners, Inc. (collectively, “Sun Capital”).

Rebecca Taylor, founded in 1996 in New York City, was a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. On May 3, 2024, V Opco completed the sale of all outstanding shares of Rebecca Taylor, Inc. to Nova Acquisitions, LLC.

Parker, founded in 2008 in New York City, was a contemporary women's fashion brand that was trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products to focus resources on the operations of the Vince and Rebecca Taylor brands. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands.

The Company has identified two reportable segments: Vince Wholesale and Vince Direct-to-consumer.

Results of Operations

Comparable Sales

Comparable sales include our e-commerce sales in order to align with how we manage our brick-and-mortar retail stores and e-commerce online store as a combined single direct-to-consumer channel of distribution. As a result of our omni-channel sales and inventory strategy, as well as cross-channel customer shopping patterns, there is less distinction between our brick-and-mortar retail stores and our e-commerce online store and we believe the inclusion of e-commerce sales in our comparable sales metric is a more meaningful representation of these results and provides a more comprehensive view of our year over year comparable sales metric.

A store is included in the comparable sales calculation after it has completed 13 full fiscal months of operations and includes stores, if any, that have been remodeled or relocated within the same geographic market the Company served prior to the relocation. Non-comparable sales include new stores which have not completed 13 full fiscal months of operations, sales from closed stores, and relocated stores serving a new geographic market. For 53-week fiscal years, we adjust comparable sales to exclude the additional week. There may be variations in the way in which some of our competitors and other retailers calculate comparable sales.

23

The following table presents, for the periods indicated, our operating results as a percentage of net sales, as well as earnings per share data:

Three Months Ended May 2, 2026 Compared to Three Months Ended May 3, 2025

Net sales for the three months ended May 2, 2026 were $64,035, increasing $6,102, or 10.5%, versus $57,933 for the three months ended May 3, 2025.

Gross profit increased 11.1% to $32,392 for the three months ended May 2, 2026 from $29,163 in the prior year first quarter. As a percentage of sales, gross margin was 50.6%, compared with 50.3% in the prior year first quarter. The total gross margin rate increase was primarily driven by the following factors:

Selling, general and administrative ("SG&A") expenses for the three months ended May 2, 2026 were $35,039, increasing $1,438, or 4.3%, versus $33,601 for the three months ended May 3, 2025. SG&A expenses as a percentage of sales were 54.7% and 58.0% for the three months ended May 2, 2026 and May 3, 2025, respectively. The increase in SG&A expenses compared to the prior fiscal year period was due primarily to approximately $1,200 of increased benefit costs, and approximately $800 of increased marketing and advertising costs, partially offset by a decrease in legal costs.

Interest expense, net decreased $212, or 24.8%, to $644 in the three months ended May 2, 2026 from $856 in the three months ended May 3, 2025, primarily due to lower levels of debt under the Revolving credit facility.

Benefit for income taxes for the three months ended May 2, 2026 was $408, compared to $0 for the three months ended May 3, 2025. The benefit is due to the impact of applying the Company's estimated annual effective tax rate to the year-to-date ordinary pre-tax loss.

In the prior comparative period, the Company had year-to-date ordinary pre-tax losses for the interim period and anticipated annual ordinary pre-tax income for the fiscal year. The Company determined that it was more likely than not that the tax benefit of the year-to-date ordinary pre-tax loss would not be realized in the current or future years and therefore, the Company did not record any tax expense during the prior comparative period.

Equity in net income of equity method investment for the three months ended May 2, 2026 and May 3, 2025 was $679 and $491, respectively, and consists of the Company's proportionate share of ABG Vince's net income.

24

Performance by Segment

The Company has identified two reportable segments as further described below:

Unallocated corporate expenses are related to the Vince brand and are comprised of SG&A expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments.

Vince Wholesale

Net sales from our Vince Wholesale segment increased $1,776, or 5.9%, to $32,066 in the three months ended May 2, 2026 from $30,290 in the three months ended May 3, 2025, due primarily to increased shipments.

Income from operations from our Vince Wholesale segment increased $737, or 7.8%, to $10,134 in the three months ended May 2, 2026 from $9,397 in the three months ended May 3, 2025, primarily driven by an increase in net sales, partially offset by a decrease in gross margin primarily due to the impact of tariffs.

Vince Direct-to-consumer