SCHEDULE: Vince Holding Corp. Share Forfeiture Update

P180 Vince Acquisition Co. forfeited 700,000 shares of Vince Holding Corp. common stock, adjusting its beneficial ownership to 51.6%.

Summary

• This Amendment No. 2 to Schedule 13D updates the beneficial ownership of Vince Holding Corp. (VHC) common stock by P180 Vince Acquisition Co. and related entities.
• On December 10, 2025, P180 Vince Acquisition Co. forfeited and VHC cancelled 700,000 shares of VHC's common stock, pursuant to a previously disclosed arrangement related to the P180 Note.
• Following this transaction, P180 Vince Acquisition Co. now beneficially owns 6,518,385 shares, representing approximately 51.6% of VHC's outstanding common stock.
• The percentage of class represented is based on 13,339,426 shares of common stock outstanding as of November 30, 2025, as reported in VHC's Quarterly Report on Form 10-Q for the quarter ending November 1, 2025, and after giving effect to the forfeiture.
• Brendan Hoffman, Chairman of the P180 entities and CEO of VHC, holds 27,042 shares of VHC directly and 40.51% of the common equity interests of P180, Inc., which is subject to change based on contemplated stock warrant issuance.

Sentiment

Score: 5

Explanation: Neutral, as this is a factual compliance update regarding a pre-arranged share forfeiture, not a performance announcement or a new strategic initiative.

Positives

• The forfeiture and cancellation of 700,000 shares reduces the total outstanding share count, which could potentially lead to a slight increase in earnings per share for remaining shareholders, all else being equal.

Negatives

• No explicitly negative information is presented; the filing is a factual update on a pre-arranged transaction.

Future Outlook

This filing is a compliance update and does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Brendan Hoffman, Dexter Goei, and Jean-Paul St. Germain have the ultimate authority to cause Parent (P180, Inc.) to cause P180 Vince Acquisition Co. to transfer all of the shares of Common Stock held by the Reporting Persons.
• Brendan Hoffman disclaims beneficial ownership of the common stock held by the P180 Entities, except to the extent of any pecuniary interest held therein.
• Dexter Goei disclaims beneficial ownership of the common stock held by the P180 Entities, except to the extent of any pecuniary interest held therein.
• Jean-Paul St. Germain disclaims beneficial ownership of the common stock held by the P180 Entities, except to the extent of any pecuniary interest held therein.

Industry Context

This filing is a specific regulatory update concerning the ownership structure of Vince Holding Corp. and does not provide information related to broader industry trends or competitive landscape.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Brendan Hoffman serves as Chairman of the Board of Directors for P180 Vince Acquisition Co. and P180, Inc., and is also the Chief Executive Officer of Vince Holding Corp. He owns 40.51% of the common equity interests of P180, Inc.

Stakeholder Impact

• Shareholders: The forfeiture and cancellation of 700,000 shares reduces the total outstanding share count, which could slightly increase the proportional ownership of other shareholders, assuming their holdings remain constant.
• P180 Entities: Their beneficial ownership percentage in Vince Holding Corp. has been adjusted to 51.6% following the forfeiture.

Next Steps

• No specific future actions or milestones are mentioned in this compliance filing beyond the ongoing regulatory reporting requirements.

Key Dates

Keywords

Vince Holding Corp, VHC, P180 Vince Acquisition Co., P180, Inc., Schedule 13D, beneficial ownership, share forfeiture, common stock, SEC filing