Form 8-K

8-K — LEVI STRAUSS & CO

Accession: 0001999371-26-021687

Filed: 2026-09-30

Period: 2026-09-30

CIK: 0000094845

SIC: 2300 (APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — levi-8k_093026.htm (Primary)

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 30, 2026 (ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 30, 2026

LEVI STRAUSS & CO.

(Exact name of registrant as specified in its

charter)

Delaware

001-06631

94-0905160

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1155 Battery Street

San Francisco, California 94111

(Address of principal executive offices) (Zip

Code)

(415) 501-6000

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

_________________

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 (See General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

LEVI

New York Stock Exchange

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2026, Levi

Strauss & Co. (the “Company”) announced the appointment of John Vandemore as the Company’s Executive Vice President,

Chief Financial Officer, effective November 1, 2026 (the “Effective Date”).

Mr. Vandemore, 53, most recently

served as Chief Financial Officer of Skechers U.S.A., Inc., a global casual footwear company, beginning in November 2017. Previously,

he served as Executive Vice President, Divisional Chief Financial Officer of Mattel, a global toy and entertainment company, from September

2015 until October 2017. Prior to that, he served in various roles at International Game Technology, The Walt Disney Company, AlixPartners,

Goldman Sachs and PricewaterhouseCoopers. Mr. Vandemore is a member of the board of directors of Inspired Entertainment, Inc. Mr. Vandemore

earned a Bachelor of Business Administration degree with a major in Accountancy from the University of Notre Dame and a Master of Business

Administration degree from the J.L. Kellogg Graduate School of Management at Northwestern University.

Mr. Vandemore’s employment

is expected to commence on the Effective Date and may be terminated at-will by either party, with or without notice. Mr. Vandemore will

receive a base salary of $1,350,000 per year, participate in the Company’s Annual Incentive Plan with an initial target bonus of

110% of his base salary, and will be eligible to participate in the benefit and perquisite programs (including relocation policy) available

to Company executives. He will be eligible to receive annual equity grants beginning in 2027, which grants are expected to have an aggregate

target grant date fair value of $4,250,000 and consist of (a) restricted stock units (“RSUs”) subject to four-year ratable

vesting with a value of $1,062,500, (b) performance-based RSUs subject to successful achievement of Company three-year overlapping performance

goals following approval by the Board of Directors of the Company of results against the goals with a target value of $2,125,000 and (c)

stock appreciation rights (“SARs”) subject to a four-year ratable vesting with a value of $1,062,500. Mr. Vandemore will also

receive a one-time sign-on award (the “Sign-On Award”) designed to replace the cash incentive and equity awards that Mr. Vandemore

forfeited from his prior employer, comprised of (a) a cash incentive of $4,000,000 that pays 50% on the Effective Date and 50% on the

six-month anniversary of the Effective Date (the “Sign-On Cash Incentive”), (b) a RSU grant with a value of $5,500,000 that

vests 50% on the first anniversary of grant and 25% on each of the second and third anniversaries of grant (the “Sign-On RSU Award”),

and (c) a SAR grant with a value of $5,500,000 that vests 50% on the first anniversary of grant and 25% on each of the second and third

anniversaries of grant (the “Sign-On SAR Award,” and together with the Sign-On RSU Award, the “Sign-On Equity Award”).

Vesting and payment of the Sign-On Award is subject to his continued employment, and to an obligation to repay or return all or part of

the Sign-On Cash Incentive in certain circumstances including certain separations from service. In the event that Mr. Vandemore experiences

a termination of employment without cause, the Sign-On Cash Incentive will vest and be paid in full, and in the event Mr. Vandemore experiences

a termination of employment that would entitle him to severance under the Senior Executive Severance Plan, the Sign-On Equity Award will

continue to vest as if he had remained employed through the final vesting date. Any equity grants will be granted under the Company’s

2019 Equity Incentive Plan (the “2019 Plan”) and subject to the terms of the 2019 Plan, the applicable award agreements and

the Company’s Senior Executive Severance Plan. Mr. Vandemore will be generally entitled to receive the benefits provided by the

Company’s Senior Executive Severance Plan.

The foregoing summary does

not purport to be complete and is qualified in its entirety by reference to Mr. Vandemore’s offer letter and the award agreements

applicable to Mr. Vandemore’s Sign-On Award, copies of which will be filed with the Company’s Annual Report on Form 10-K for

the year ending November 29, 2026, and the 2019 Plan, current forms of award agreements and the Senior Executive Severance Plan, which

have previously been filed as exhibits to the Company’s filings with the Securities and Exchange Commission.

There are no arrangements

or understandings between Mr. Vandemore and any other persons pursuant to which he was appointed as the Company’s Executive Vice

President and Chief Financial Officer. There is no family relationship between Mr. Vandemore and any director, executive officer, or person

nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions

with Mr. Vandemore that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”).

Item 7.01 Regulation

FD Disclosure

The Company issued the release

attached hereto as Exhibit 99.1 with respect to the matters set forth in Item 5.02 above. The information in Item 7.01 of this Current

Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange

Act, or otherwise subject to the liabilities of that section, and shall not be deemed

incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise

expressly stated in such filing.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

99.1

Press release announcing the appointment of John Vandemore as Levi’s Chief Financial Officer.

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

LEVI STRAUSS & CO.

DATE:

September 30, 2026

By:

/s/ David Jedrzejek

Name:

David Jedrzejek

Title:

Senior Vice President and General Counsel

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 30, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Levi Strauss & Co. 8-K

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contact:

Aida Orphan

Media Contact:

Mark Cazares

Levi Strauss & Co.

(415) 501-6194

(415) 501-7777

Investor-Relations@levi.com

NewsMediaRequests@levi.com

Levi Strauss & Co. Appoints John Vandemore

as Chief Financial Officer

Brings More Than 25 Years of Strong Financial

Leadership Experience in Consumer-Facing Industries

SAN FRANCISCO – September 30, 2026 – Levi Strauss &

Co. (LS&Co.) (NYSE: LEVI) today announced the appointment of John Vandemore as Executive Vice President and Chief Financial Officer,

effective November 1, 2026.

“We are thrilled

to welcome John at a pivotal moment for our company,” said Michelle Gass, President and Chief Executive Officer of Levi Strauss

& Co. “We are building a more direct-to-consumer business, unlocking the full potential of the Levi’s® brand and transforming

LS&Co. into the world’s leading denim lifestyle retailer. John’s deep financial, operational and consumer experience,

combined with his proven ability to help global brands scale and grow profitably, makes him the ideal partner to help us realize our ambition

of becoming a $10 billion company.”

Vandemore’s experience includes more than 25 years of finance leadership

experience across global consumer, retail and entertainment businesses. He joins the company from Skechers U.S.A., Inc., where he has

served as Chief Financial Officer for the past nine years and led Skechers’ global financial organization while also providing oversight

of the company’s operations functions. With Vandemore as CFO, Skechers grew to become the world’s third-largest footwear brand,

with a presence in over 180 countries, operating across both wholesale and direct-to-consumer channels, including more than 5,000 retail

stores globally. During this time, Skechers nearly tripled revenues to over $9 billion while driving strong margin expansion.

“LS&Co. is an iconic company with an unmatched heritage, a globally

renowned brand and a clear strategy that is delivering strong momentum and results,” Vandemore said. “I have long admired

the Levi’s® brand and am excited to join Michelle and the team and contribute to strengthening consumer connections, accelerating

profitable growth and creating long-term value for all stakeholders.”

In April 2026, the company announced Executive Vice President and Chief

Financial & Growth Officer (CFGO) Harmit Singh’s intent to retire from the company after a planned transition period. Singh

will remain in his current role as CFGO until Vandemore joins LS&Co. and then will remain a Special Advisor to the company through

November 30, 2026, to ensure a smooth transition.

About John Vandemore

John Vandemore is a seasoned consumer industry leader with more than 25

years of finance and operational experience. Most recently, Vandemore served as Chief Financial Officer of Skechers U.S.A., Inc. for the

last nine years, overseeing the global finance function including accounting, data and analytics, financial planning, investor relations,

tax and treasury. He also provided oversight to the company’s supply chain, digital and IT functions. Prior to joining Skechers,

Vandemore served as Executive Vice President and Chief Financial Officer, Global Brands and Commercial Sales, of Mattel, Inc. He also

previously served as Chief Financial Officer and Treasurer of International Game Technology and in finance and operational leadership

roles at The Walt Disney Company, including as Chief Financial Officer of Walt Disney Imagineering. Earlier in his career, Vandemore served

in a variety of finance roles at AlixPartners, LLC, Goldman Sachs & Co. and Deloitte & Touche LLP. John began his career at PricewaterhouseCoopers.

Vandemore holds a Master of Business Administration degree from the J.L.

Kellogg Graduate School of Management at Northwestern University and a Bachelor of Business Administration degree from the University

of Notre Dame.

About Levi Strauss & Co.

Levi Strauss & Co. (LS&Co.) is one of the world's largest brand-name

apparel companies and a global leader in jeanswear. The company designs and markets jeans, casual wear and related accessories for men,

women and children under the Levi's®, Levi Strauss Signature™ and Beyond Yoga® brands. Its products are sold in approximately

120 countries worldwide through a combination of chain retailers, department stores, online sites, and a global footprint of approximately

3,300 retail stores and shop-in-shops. Levi Strauss & Co.'s reported 2025 net revenues were $6.3 billion. For more information, go

to http://levistrauss.com, and for financial news and announcements go to http://investors.levistrauss.com.

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