ktb-20260309

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

KONTOOR BRANDS, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Shareholders

On behalf of the Board of Directors and the leadership team, I am pleased to invite you to attend the Kontoor Brands, Inc. 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, April 23, 2026, at 11:00 a.m., Eastern Time, to be held live via the Internet at www.virtualshareholdermeeting.com/KTB2026. The format of the Annual Meeting will be a virtual-only meeting.

Attached to this letter are a Notice of Annual Meeting of Shareholders and a Proxy Statement, which describe the business to be conducted at the Annual Meeting.

In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their shareholders over the Internet, we have sent shareholders of record at the close of business on February 13, 2026 a Notice of Internet Availability of Proxy Materials (“Notice”) beginning on or about March 9, 2026. The Notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of these proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the Notice, as well as in the attached Proxy Statement.

We have designed the format of the Annual Meeting to ensure that shareholders are afforded similar rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure shareholder access and participation. To attend the Annual Meeting, shareholders are encouraged to register in advance, using their control number and other information, at www.proxyvote.com prior to Wednesday, April 22, 2026, at 5:00 p.m., Eastern Time. Upon completing registration, shareholders will receive further instructions by e-mail, including links that will allow them to access the Annual Meeting, submit questions, and vote online during the Annual Meeting.

Beginning fifteen minutes prior to, and during, the Annual Meeting, support will be available to assist shareholders with any technical difficulties they may have accessing, hearing or participating in the virtual meeting. If participants encounter any difficulty accessing, or during, the virtual meeting, they should call the support team at the numbers listed on the virtual meeting registration page.

Your vote is important to us. To ensure that you will be represented, we ask you to vote your shares on the Internet, by telephone or by mail as soon as possible, or you may vote during the live webcast of the Annual Meeting. Voting on the Internet, by telephone or by mail does not deprive you of your right to attend the Annual Meeting. If you do attend the Annual Meeting and wish to vote your shares at the meeting, you may revoke your proxy at or prior to the Annual Meeting.

I thank you for your continued support of our company.

Sincerely,

Scott H. Baxter

President, Chief Executive Officer and Chairman of the Board of Directors

To Our Shareholders

of Kontoor Brands, Inc.

Notice of Annual
Meeting of
Shareholders

The 2026 Annual Meeting of Shareholders of Kontoor Brands, Inc. will be held live virtually via the Internet at www.virtualshareholdermeeting.com/KTB2026, on Thursday, April 23, 2026, at 11:00 a.m., Eastern Time, for the following purposes:

Date:

Thursday, April 23, 2026

Time:

11:00 a.m., ET

Place:

Virtually via the Internet at www.virtualshareholder

meeting.com/KTB2026

to elect six directors to serve until the annual meeting of shareholders to be held in 2027;

to ratify the appointment of PricewaterhouseCoopers LLP as Kontoor’s independent registered public accounting firm for the fiscal year ending January 2, 2027;

to approve the compensation of Kontoor’s named executive officers as disclosed in this Proxy Statement; and

to vote on the frequency of future advisory votes on the compensation of Kontoor’s named executive officers; and

to transact such other business as may properly come before the meeting and any adjournments or postponements thereof.

A copy of Kontoor’s Annual Report for the fiscal year ended January 3, 2026 is included for your information.

Only shareholders of record as of the close of business on February 13, 2026 are entitled to notice of, and to vote at, the Annual Meeting.

To attend the Annual Meeting, shareholders must register in advance, using their control number and other information, at www.proxyvote.com prior to the deadline of Wednesday, April 22, 2026, at 5:00 p.m., Eastern Time. Upon completing registration, shareholders will receive further instructions by e-mail, including links that will allow them to access the Annual Meeting, submit questions, and vote online during the Annual Meeting. Shareholders will not be able to attend the Annual Meeting in person. A list of shareholders entitled to vote at the Annual Meeting will be available for inspection during the Annual Meeting at www.virtualshareholdermeeting.com/KTB2026, upon registration and log-in.

Sincerely,

Thomas L. Doerr, Jr.

Executive Vice President, Chief Legal Officer and Secretary

YOUR VOTE

IS IMPORTANT

You are urged to vote your shares in advance via the Internet, through our toll-free telephone number, or by signing, dating and promptly returning your completed proxy card.


			Table of Contents
			Proxy Statement Summary			1
			General Information			1
			Voting Roadmap			1
			Voting and Meeting Matters			2
			Proposal No. 1—Election of Directors			6
			Composition of the Board			6
			Director Skills and Qualifications Matrix			7
			Director Nominees			8
			Executive Officers			13
			Corporate Governance			14
			Corporate Governance Highlights			14
			Corporate Governance Principles			15
			Director Orientation and Continuing Education			15
			Related Person Transactions Policy			16
			Corporate Governance Documents			16
			Code of Conduct			16
			Insider Trading Policy			16
			Board Leadership Structure			17
			Director Independence			18
			Annual Board and Committee Evaluation Process			18
			Board Meetings and Attendance			19
			Executive Sessions			19
			Board Committees			19
			Talent and Compensation Committee Interlocks and Insider Participation			21
			Board Oversight of Risk			22
			Communications with Directors			23
			Sustainability			23
			Shareholder Engagement			24
			Director Compensation			25
			202 5 Director Compensation Table			26
			Executive Compensation			27
			Compensation Discussion and Analysis			27
			Executive Summary			27
			Summary of Compensation Philosophy			29
			Compensation Program Elements			30
			Governance of Our Compensation Programs			31
			Results of 2025 Shareholder Advisory Vote			31
			Compensation Decision Making Process – Roles and Responsibilities			32
			Committee Process for Determining Compensation			33


			Components of Total Direct Compensation			34
			Retirement and Other Benefits			40
			Other Policies and Considerations			42
			Tax and Accounting Implications			42
			Executive Stock Ownership Guidelines			43
			Talent and Compensation Committee Report			43
			Summary Compensation Table for Fiscal 2025			44
			2025 Grants of Plan-Based Awards			46
			Outstanding Equity Awards at Fiscal Year-End 2025			47
			Stock Options			49
			2025 Option Exercises and Stock Vested			49
			2025 Nonqualified Deferred Compensation			49
			Potential Payments Upon Change in Control, Retirement or Termination of Employment			50
			Pay versus Performance Table			55
			2025 CEO Pay Ratio			58
			2025 Equity Compensation Plan Information Table			58
			Security Ownership of Certain Beneficial Owners and Management			59
			Common Stock Beneficial Ownership of Certain Beneficial Owners			59
			Common Stock Beneficial Ownership of Management			60
			Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm			61
			Report of the Audit Committee			62
			Proposal No. 3—Approval of Named Executive Officer Compensation on a Non-Binding Advisory Basis (“Say-on-Pay Vote”)			63
			Proposal No. 4—Approval of the Frequency of Future Say-on-Pay Votes on a Non-Binding Advisory Basis			64
			Additional Information			65
			Solicitation of Proxies			65
			Shareholder Proposals and Nominations for the 2027 Annual Meeting of Shareholders			65
			Householding			65
			Delinquent Section 16(a) Reports			66
			Other Matters			67
			Appendix A			A-1


						Proxy Statement Summary This summary highlights certain information about Kontoor Brands, Inc. (the “Company,” “Kontoor,” “we,” “us” or “our”) contained in this proxy statement (“Proxy Statement”) but does not contain all the information that you should consider when casting your vote. Please review this entire Proxy Statement as well as our Annual Report for the fiscal year ended January 3, 2026 (“Annual Report”) carefully before voting.


Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 23, 2026. This Proxy Statement and our Annual Report are available at www.proxyvote.com.						General Information The Board of Directors of the Company (the “Board”) is furnishing you this Proxy Statement to solicit proxies, on its behalf, to be voted at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, April 23, 2026, at 11:00 a.m., Eastern Time, via the Internet at www.virtualshareholdermeeting.com/KTB2026, and at any adjournments or postponements thereof. The format of the Annual Meeting will be a virtual-only meeting. Shareholders will not be able to attend the Annual Meeting in person. We have designed the format of the Annual Meeting to ensure that shareholders are afforded similar rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure shareholder access and participation. The Board has made this Proxy Statement and our Annual Report available to you over the Internet at www.proxyvote.com or, upon your request, has mailed you a printed version of these proxy materials in connection with the Annual Meeting. We mailed the Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders, and this Proxy Statement and our Annual Report were posted to the above-referenced website, beginning on or about March 9, 2026.

Voting Roadmap


Proposal	Board Recommendation	Page Reference

Proposal No. 1: Election of six directors for a term ending at the 2027 annual meeting of shareholders.	The Board recommends a vote “FOR” each of the director nominees.	6


Proposal No. 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2027.	The Board recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2027.	61


Proposal No. 3: Approval of the compensation of our named executive officers on a non-binding advisory basis (“Say-on-Pay Vote”).	The Board recommends a vote “FOR” the approval of the compensation of our named executive officers on a non-binding advisory basis.	63


Proposal No. 4: Approval of the frequency of future Say-on-Pay votes on a non-binding advisory basis.	The Board recommends a vote of “1 YEAR” as the frequency of future advisory on the compensation of our named executive officers.	64



Kontoor Brands, Inc.	1	2026 Proxy Statement

Voting and Meeting Matters

Who May Vote

If, at the close of business on February 13, 2026 (the “Record Date”), you held shares of Kontoor common stock (a) directly in your name as a shareholder of record or (b) through a broker, bank or other nominee (shares held in “street name”), you have one vote for each such share of Kontoor common stock and may vote your shares by proxy via the Internet, by telephone or by mail, or you may vote your shares during the live webcast of the Annual Meeting. For shares held in street name, you generally cannot vote your shares directly and instead may vote by submitting voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions. As of the close of business on the Record Date, 55,242,606 shares were outstanding and entitled to vote.

How to Obtain Meeting Materials

All proxy materials for the Annual Meeting, including this Proxy Statement and our Annual Report, are available to you over the Internet at www.proxyvote.com. All shareholders have been separately provided with the Notice and, as indicated in the Notice, if you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Shareholders will not receive printed copies of the proxy materials unless they request them. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting such materials. Please make your request as instructed in that Notice prior to April 9, 2026 to facilitate timely delivery.

What Constitutes a Quorum

The presence, on the live webcast of the Annual Meeting or by proxy, of the holders of a majority of the outstanding shares entitled to cast a vote on a particular matter to be acted upon at the Annual Meeting constitutes a quorum for the purposes of consideration and action on the matter. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” also are counted as present and entitled to vote for purposes of determining a quorum. However, as described below under “How Votes are Counted,” if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”).

Proposals to be
Voted on

We are asking you to vote on the following:

•Proposal No. 1: Election of six directors for a term ending at the 2027 annual meeting of shareholders;

•Proposal No. 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2027; and

•Proposal No. 3: Approval of the compensation of our named executive officers on a non-binding advisory basis (“Say-on-Pay Vote”).

•Proposal No. 4: Approval of the frequency of future Say-on-Pay Votes on a non-binding advisory basis.



Kontoor Brands, Inc.	2	2026 Proxy Statement

Votes Required

For Proposal No. 1, you may vote “FOR” or “AGAINST” each of the six director nominees or abstain from voting. Proposal No. 1 requires that each director is elected by the vote of the majority of the votes cast with respect to the director at a meeting at which a quorum is present assuming the election is uncontested (a plurality voting standard applies in contested elections). For this purpose, a majority of votes cast means that the number of shares voted “FOR” a director nominee must exceed the number of shares voted “AGAINST” such director nominee. Abstentions and broker non-votes will have no effect on the election of directors. Please refer to Proposal No. 1 for information regarding our policy on majority voting in uncontested elections of directors and our policy on incumbent director resignation in an uncontested election.

For Proposal No. 2, you may vote “FOR” or “AGAINST” or abstain from voting. Proposal No. 2 requires the affirmative vote of the holders of a majority of the shares cast at a meeting at which a quorum is present. Abstentions will not be considered as votes cast and, as a result, will not have any effect on the proposal. Because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter, there will be no broker non-votes with respect to Proposal No. 2, and a broker will be permitted to exercise its discretion to vote uninstructed shares on Proposal No. 2 in accordance with the applicable New York Stock Exchange (“NYSE”) rules.

For Proposal No. 3, you may vote “FOR” or “AGAINST” or abstain from voting. Proposal No. 3 requires the affirmative vote of the holders of a majority of the shares cast at a meeting at which a quorum is present. Proposal No. 3 is advisory in nature and non-binding, and the Board will review the voting results and expects to take them into consideration when making future decisions regarding executive compensation. Abstentions and broker non-votes will not be considered as votes cast and, as a result, will not have any effect on Proposal No. 3.

For Proposal No. 4, you may vote “1 YEAR”, “2 YEARS” or “3 YEARS” or abstain from voting. We will consider the frequency that receives the highest number of votes cast to be the frequency recommended by shareholders. Proposal No. 4 is advisory in nature and non-binding, and the Board will review the voting results and expects to take them into consideration when making future decisions regarding the frequency of the vote on executive compensation. Abstentions and broker non-votes will not have any effect on Proposal No. 4.

How Votes are
Counted

For shareholders of record, all shares represented by the proxies will be voted at the Annual Meeting in accordance with instructions given by the shareholders. Where a shareholder returns its signed proxy and no instructions are given with respect to a given matter, the shares will be voted: (1) “FOR” the election of each of the Board’s director nominees; (2) “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2027; (3) “FOR” the approval of the compensation of our named executive officers;(4) for “1 YEAR” as the frequency of future advisory votes on the compensation of our named executive officers; and (5) as recommended by the Board or, if no recommendation is given, in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting. If you are a shareholder of record and you do not return your proxy, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

For beneficial owners of shares held in street name, the brokers, banks or other nominees holding shares for beneficial owners will vote those shares as you instruct. Absent instructions from you, brokers, banks and other nominees may vote your shares only as they decide as to matters for which they have discretionary authority under the applicable NYSE rules. A broker, bank or other nominee does not have discretion to vote on the election of directors or approval of the compensation of our named executive officers. If you do not instruct your broker, bank or other nominee how to vote on those matters, no votes will be cast on your behalf on Proposal No. 1, Proposal No. 3 or Proposal No. 4. Your broker will be entitled to vote your shares in its discretion, absent instructions from you, on Proposal No. 2.



Kontoor Brands, Inc.	3	2026 Proxy Statement

Board Recommendations

Our Board recommends that you vote your shares:

•“FOR”

SEC Form DEF 14A filed by Kontoor Brands Inc.