Deckers Outdoor (DECK) 10-K risk factor changes: FY2025 vs FY2024
The 2025-03-31 10-K against the 2024-03-31 one, compared heading by heading and sentence by sentence.
Item 1A133 rewritten53 added54 removed222 unchanged
All filing items858 rewritten699 added524 removed1,516 unchanged
Summary
counted, not written
- Item 1A lists 26 risk factor headings: 1 new, 10 reworded and 15 unchanged since FY2024. 1 heading from FY2024 no longer appears.
- Sentence by sentence, 699 added, 524 removed, 858 rewritten and 1,516 unchanged across 20 items that differ.
New Item 1A headings (1)
- Our reliance on independent manufacturers and suppliers located primarily in Southeast Asia subjects us to risks associated with complex and evolving international trade policies, regulatory environments, and geopolitical relations that could materially increase our costs, disrupt our global supply chain, and adversely affect our financial performance.
Removed Item 1A headings (1)
- Most of our independent manufacturers are located outside of the US and subject us to various risks associated with international regulations, trade agreements, and geopolitical relations.
Reworded Item 1A headings (10)
- Changes
[removed: in][added: to] economic conditions may adversely affect our financial condition and results of operations. - We depend on qualified
[removed: personnel][added: talent] and, if we are unable to retain or hire executive officers, key employees, and skilled[removed: personnel,][added: talent,] we may not be able to achieve our strategic[removed: objectives][added: objectives,] and our results of operations may[removed: suffer.][added: be adversely impacted.] - We use sheepskin to manufacture a significant portion of our products, and if we are unable to obtain
[removed: a]sufficient[removed: quantity of]sheepskin at acceptable prices that meets our quality expectations, or if there are legal or social impediments to our ability to use sheepskin, it could have a material adverse effect on our business. - We rely on technical
[removed: innovation, as well as increased use of preferred materials,][added: innovation] to compete in the market for our products. - We may not succeed in implementing our growth strategies,
[removed: including through identifying new retail store locations that meet our requirements,]in which case we may not be able to take advantage of certain market opportunities and may become less competitive. [removed: Global climate][added: Climate] change,[removed: including extreme weather conditions,]natural disasters, public health issues, or other events beyond our control, as well as related regulations, have adversely affected, and could in the future adversely affect, our business.- We face risks associated with
[removed: pursuing]strategic acquisitions and divestitures, and our failure to successfully integrate any acquired business[removed: or product]could have a material adverse effect on our results of operations and financial[removed: position.][added: condition.] - A security breach or
[removed: other]disruption to our IT systems could [added: materially harm our business, disrupt our operations, or] result in[removed: the loss, theft, misuse,]unauthorized[removed: disclosure, or unauthorized access][added: disclosure] of[removed: customer, supplier, or]sensitive[removed: Company information or could disrupt our operations,][added: information,] which could damage our[removed: relationships with customers, suppliers or employees,][added: relationships,] expose us to litigation or regulatory proceedings, or harm our reputation, any of which could materially adversely affect our[removed: business, financial condition, or][added: business and] results of operations. - If the technology-based systems that give our customers the ability to shop or interact with us online do not function effectively, our results of operations, as well as our ability to grow our e-commerce
[removed: operations][added: websites] globally or to retain our customer base, could be materially adversely affected. - Failure to adequately protect our intellectual property rights
[removed: to prevent counterfeiting of our products, or to defend claims against us related to our intellectual property rights,]could reduce[removed: sales,][added: sales] and adversely affect the value of our brands.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
133 rewritten, 53 added, 54 removed, 222 unchanged
Our success is driven to some extent by brand loyalty, and there can be no assurance [removed: that] consumers will continue to prefer our brands.
Even if we develop and manufacture new footwear products [added: and collaborations] that consumers find appealing, their ultimate success may depend on our pricing, and we may set the prices of new styles too high for the market to bear.
Further, the value of our brands is based on evolving consumer perceptions, including as a result of shifting ethical, political or social standards, and concerns with respect [added: to] product [added: pricing,] quality, design, technical performance, components or materials (including their sustainability), or customer service could result in negative perceptions and the loss of brand loyalty and value.
Changes [removed: in] [added: to] economic conditions may adversely affect our financial condition and results of operations.
[removed: The purchase of these] products is discretionary and is therefore highly dependent upon the level of consumer confidence and discretionary spending.
Sales of these products may be adversely affected by variable economic factors, including worsening economic conditions, consumer confidence in future economic conditions, [added: including recessionary concerns,] changes to fuel, energy, labor, and healthcare costs, declines in income or asset values, and increases in consumer debt levels, inflation and interest rates, [added: tariffs,] and unemployment rates.
In particular, we believe that, as a result of the growth of the UGG and HOKA brands, [removed: certain] competitors have entered the marketplace specifically in response to the success of our brands, and other competitors may do so in the future, particularly as access to offshore manufacturing and changes in technology make it easier and more cost effective to compete.
Our competitors’ greater resources may enable them to more effectively compete on the basis of price and production, develop new products more quickly or with superior technical capabilities, adapt to changes in technology, including the successful utilization of [added: data analytics, artificial intelligence, and machine learning, market their products and brands more successfully, identify or influence consumer preferences, increase their market share, withstand the effects of seasonality, and manage periodic downturns in the footwear, apparel, and accessories industry or in economic conditions.]
This cycle requires us to incur significant [removed: expense] [added: expenses] relating to the design, manufacturing, and marketing of our products in advance of the realization of revenue from sales, and results in significant liquidity requirements and working capital fluctuations throughout our fiscal year.
Further, supply chain disruptions may drive higher inventory procurement positions that could negatively affect our [removed: gross margins as a result of selling excess quantities though close out channels.]
We rely upon a broad network of [removed: warehouse] [added: warehouses] and distribution facilities to store, sort, package and distribute our products.
In the US, we distribute products primarily through self-managed [removed: US] [added: warehouses and] DCs in Moreno Valley, California, and in Mooresville, [removed: Indiana (including the recent expansion to a second location that became operational in October 2023),] [added: Indiana,] which feature a complex warehouse management system that enables us to efficiently pack products for direct shipment to our customers and consumers.
We expect our recent domestic [added: warehouse and] DC expansion to create long-term capacity for the domestic growth of the UGG and HOKA brands.
We could face a significant disruption in our domestic [added: warehouse and] DC operations if our warehouse management system does not perform as anticipated or ceases to function for an extended period of time, which could occur due to damage to the facility, failure of software or equipment, cyber-security incidents, power outages or similar problems.
[added: In addition, if our domestic warehouse] and [added: DC operations and] scaling efforts are impeded or delayed for any reason, it could result in shipment delays or the inability to deliver product at all, which would result in lost sales, strain our relationships with customers and consumers, and cause harm to our reputation, any of which could have a material adverse effect on our business.
Internationally, we distribute our products through [added: warehouses and] DCs managed by 3PLs in certain international locations.
[removed: If] [added: While we believe we conduct appropriate diligence before entering into service agreements with 3PLs, if] our 3PLs fail to manage these responsibilities, or if their operations are disrupted as a result of factors outside of their control, such as sanctions that could in the future be imposed on [removed: China] [added: other countries] by the US government, our distribution operations could face significant disruption.
We rely upon independent manufacturers and their respective material suppliers for most of our production needs, the majority of which are located in [removed: China and] [added: Southeast Asia, predominately in] Vietnam, and we do not have direct control over these manufacturers or their suppliers.
We expect [removed: these] [added: our independent] manufacturers to finance the production of goods ordered, maintain manufacturing capacity, comply with our policies, and store finished goods in a safe location pending shipment.
Further, because most of our independent manufacturers are [removed: concentrated] in [added: Southeast] Asia, we [removed: may be] [added: are] subject to [removed: an increased risk of supply chain disruption, particularly in the event of a] [added: risks associated with] natural [removed: disaster, epidemic,] [added: disasters, epidemics,] geopolitical tensions, or other [removed: event] [added: events] outside of our control affecting the region.
If any of these were to occur, we may not be able to timely source raw and other materials, manufacture [removed: product,] [added: products,] or fill customer orders, or [removed: product] [added: products] delivered may not meet our quality standards, which would result in lost sales and harm to our relationships with customers.
While we have long-standing relationships with most of these manufacturers, [removed: any of them may unilaterally] [added: they could] terminate [removed: their relationship with us at any time,] [added: our engagement,] seek to increase [removed: the prices they charge,] [added: their prices,] or extract other concessions from us, and we may not be able to [removed: substitute alternative manufacturers that are capable of providing products of a comparable quality, in a sufficient quantity, at an acceptable price, or on a] timely [removed: basis.][added: engage a suitable alternative.]
If a customer fails to satisfy contractual obligations or [removed: otherwise] meet our expectations, or experiences operational issues, it may be difficult to locate an acceptable alternative.
In addition, there is no guarantee [removed: that] a new customer will generate results that are more favorable than the terminated party.
Although no single customer accounted for 10.0% or more of our total net sales during fiscal year [removed: 2024,] [added: 2025,] our top ten customers made up [removed: 24.2%] [added: 23.7%] of total net sales.
Further, as of March 31, [removed: 2024,] [added: 2025,] we have [removed: two customers] [added: one customer] that [removed: represent 31.2%] [added: represents 13.6%] of trade accounts receivable, net.
[added: Trade accounts receivable, net are typically] unsecured and thus subject us to a risk that we will be unable to timely collect on amounts owed, which could affect our revenue and liquidity.
We rely on purchase order delivery dates as a key factor [removed: to forecast] [added: in forecasting] our sales and earnings, and if our customers postpone, reduce, or discontinue purchases from us, we could fail to meet our forecasted results.
These risks have been exacerbated as our key customers are impacted by significant structural changes to the retail industry fueled by changing technology, consumer [added: and wholesale partner] purchasing behavior, and economic conditions, as well as a shrinking retail footprint.
We depend on qualified [removed: personnel] [added: talent] and, if we are unable to retain or hire executive officers, key employees, and skilled [removed: personnel,] [added: talent,] we may not be able to achieve our strategic [removed: objectives] [added: objectives,] and our results of operations may [removed: suffer.][added: be adversely impacted.]
To execute our growth plan, we must continue to attract and retain highly qualified [removed: personnel,] [added: talent,] including executive officers and key employees.
Further, to continue to develop new products and successfully operate and grow our key business processes, it is important for us to continue hiring and retaining [removed: personnel] [added: talent] in highly skilled footwear, apparel and accessories design, marketing, merchandising, sourcing, technology, operations, [removed: including our DCs] and [removed: retail stores, and] support functions.
Competition for executive officers, key employees, and skilled [removed: personnel] [added: talent] is intense within our industry and there continues to be upward pressure on the compensation paid to these professionals.
Changes to our office [removed: environment, adoption of new work models, and our expectations about when] [added: environment] or [removed: how often employees] work [removed: on-site or remotely] [added: models] may not meet our employees’ expectations.
Many of the companies with which we compete for experienced [removed: personnel] [added: talent] have greater name recognition and financial resources than we have.
Further, [removed: the recent] [added: continued] strength of our results [removed: of operations and growing market capitalization] may result in other companies and competitors perceiving our employees as more desirable.
If our employment proposition is not perceived as favorable compared to other [removed: companies’ policies,] [added: companies’,] it could negatively affect our ability to attract, hire, and retain our employees.
[removed: While we are committed to offering competitive compensation and benefits to employees across our business to positively affect attrition, which affects our selling, general, and administrative (SG&A) expenses, our] [added: Our] domestic headquarters are located in Goleta, California, which is not generally recognized as a prominent commercial center, and it is difficult to attract qualified professionals due to our location.
If we hire employees from [removed: competitors or other companies,] [added: competitors,] their former employers may assert that we or these employees have breached legal obligations, resulting in a diversion of our time and resources.
If our stock price [removed: experiences volatility,] [added: is volatile,] it may adversely affect our ability to [removed: recruit, retain,] [added: recruit] and [removed: motivate] [added: retain] qualified [removed: personnel] [added: talent] and we may be unable to [removed: execute our growth plan or] achieve our long-term strategic objectives, our results of operations may suffer, and it may damage our reputation as a preferred employer, which would challenge our ability to effectively compete across the global labor market.
The purchase of these
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
gross profit as a percentage of net sales (gross margin) as a result of selling excess quantities though close out channels.
For example, we are currently in the process of transitioning one of our international 3PLs to a new partner with an upgraded warehouse management system beginning in October 2025.
We depend on 3PLs to manage the operation of their warehouses and DCs to meet our business needs, performance standards, and expectations, including with respect to data security, compliance with data protection and privacy laws, and provision of quality services on a timely basis at the prices we expect.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
We are committed to offering competitive compensation and benefits to employees across our business to positively affect attrition, which impacts our selling, general, and administrative (SG&A) expenses.
Sheepskin used in our UGG brand products is sourced primarily from designated suppliers in Australia and processed by two tanneries in China.
While we have experienced stable pricing in recent years, fluctuations in the price of sheepskin could occur as a result of any factors that increase the demand for, or decrease the supply of, sheepskin, including weather
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
We also increasingly use preferred synthetics, preferred regenerated or synthetic cellulosic fibers, and preferred plant fibers.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
In addition, negative perception of diversity, equity, and inclusion initiatives, whether due to perceived over or under pursuit of such initiatives, could result in reduced customer demand, stockholder activism, regulatory inquiries, and litigation or other adverse impacts.
We could also experience increased costs for energy,
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
For example, during fiscal year 2025, we completed the sale of the Sanuk brand and began phasing out the standalone operations of the Koolaburra brand.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
Our reliance on independent manufacturers and suppliers located primarily in Southeast Asia subjects us to risks associated with complex and evolving international trade policies, regulatory environments, and geopolitical relations that could materially increase our costs, disrupt our global supply chain, and adversely affect our financial performance.
The production of finished goods is outsourced to independent manufacturers, which are primarily located in Southeast Asia, predominately in Vietnam.
The majority of our raw materials and components used in the production of our products by our independent manufacturers are sourced from designated suppliers.
As a result, our operations are exposed to risks arising from evolving international trade dynamics, including tariffs, import restrictions, customs disputes, retaliatory measures, shifting trade agreements and cross-border partnerships, and broader geopolitical instability.
US administrations have enacted tariffs on imports, renegotiated or withdrawn from trade agreements, and implemented other restrictive measures.
These changes can adversely affect sourcing costs, product pricing, inventory flow, and product demand, which could materially increase our cost of sales, adversely affect our gross margins, and reduce our competitiveness in the US and other markets.
We cannot predict the outcome of ongoing or future trade negotiations, and any escalation of trade tensions could materially and adversely impact our business, financial condition, and results of operations, and those of our wholesale channel customers.
In addition to trade-related risks, our international operations and independent manufacturers are subject to a range of regulatory, operational, and reputational risks.
Noncompliance with applicable laws or standards could lead to product recalls, regulatory penalties, the seizure or forfeiture of our products, or reputational harm.
If any of our suppliers are unable or unwilling to comply with our standards, we may be forced to terminate those relationships, which could increase our costs and disrupt our supply chain.
For example, we continue to experience port congestion, increased lead times, and rising freight and energy costs.
While we pursue mitigation strategies, including selective, staggered, and strategic price increases on our products in the US and by negotiating cost-sharing arrangements with our independent manufacturers, we may be unable to offset all resulting increases to our cost of goods sold, which could have a material adverse effect on our
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
business, operations, and financial condition.
Further, these risks may have a material adverse impact on demand for our products.
For example, certain tariffs from Canada could change shipment routing of product to our Mooresville, Indiana warehouses and DCs, which would increase lead times and impact our ability to timely fulfill orders from that facility.
- foreign currency exchange rate fluctuations between the US dollar and primarily the currencies of Europe, Asia, Canada, and Latin America affect the prices at which products are sold to international consumers;
- supply chain logistics disruptions, such as shipping disruptions in the Red Sea;
- heightened cybersecurity threats;
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
Any disruption to these systems or networks could, among other things, delay product fulfillment, impede personnel from performing their duties, adversely impact sales, and expose us to significant costs.
data analytics, artificial intelligence, and machine learning, market their products and brands more successfully, identify or influence consumer preferences, increase their market share, withstand the effects of seasonality, and manage periodic downturns in the footwear, apparel, and accessories industry or in economic conditions.
In addition, if our domestic DC operations
We depend on 3PLs to manage the operation of their DCs as necessary to meet our business needs in certain markets.
Trade accounts receivable, net are typically
As certain jobs and employers operate remotely, traditional geographic competition for talent may change in ways that cannot be fully predicted.
As discussed in the section titled “Recent Developments” under Part I, Item 1, “Business” within this Annual Report, we announced that Stefano Caroti will be replacing Dave Powers as CEO and President upon Mr. Powers’ retirement, effective August 1, 2024.
While we have confidence in Mr. Caroti and the rest of our team, the uncertainty inherent in this leadership transition could adversely disrupt our business.
We presently rely on only two tanneries in China to provide the majority of our sheepskin, which they source primarily from Australia.
For example, we leverage our proprietary UGGplush material, which incorporates repurposed wool to reduce our use of virgin wool, and we utilize sugarcane-derived
EVA, as opposed to petroleum-derived EVA, within certain UGG brand products.
We also increasingly use preferred synthetics, such as recycled polyester, recycled nylon, recycled polyethylene, and bio-based ethylene, preferred regenerated or synthetic cellulosic fibers, such as TENCEL™ Lyocell and TENCEL™ Modal, and preferred plant fibers, such as cotton sourced through responsible cotton schemes, hemp, linen, ramie, and jute, and the responsible-down certified standard.
Global store openings involve substantial investments, including leasehold improvements, furniture and fixtures, equipment, information systems, inventory, and personnel.
Successful operation of a retail store depends, in part, on the overall ability of the retail location to attract a consumer base sufficient to generate profitable store sales volumes, and if we have insufficient sales at a new store location, we may be unable to avoid losses or negative cash flows.
our costs and expenses, delay or decrease sales, and disrupt our ability to maintain business continuity.
If consumers increasingly adopt plant-based diets for personal reasons, this could reduce the supply of sheep for the meat industry, and in turn, hinder our ability to source sufficient sheepskin for our products.
For example, during October 2023, we announced that we intend to divest the Sanuk brand.
Further, during the fourth fiscal quarter for the year ended March 31, 2024, we recorded an impairment loss of $8,164 in SG&A expenses in the consolidated statements of comprehensive income for the Sanuk brand definite-lived trademark, driven by lower-than-expected results of operations for the wholesale channel.
Refer to the subsection “Definite-Lived Intangible and Other Long-Lived Assets” in the “Critical Accounting Policies” section in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” within this Annual Report for further information.
In situations where acquisitions or divestitures are not successfully implemented or completed, or the expected benefits of such acquisitions or divestitures are not otherwise realized, our business or financial results could be negatively impacted.
Failure to adequately
In addition, in recent years, global ocean transportation costs, as well as freight costs in the US, have risen dramatically due to labor shortages and disputes, increased labor costs, congestion at ports of entry, increased safety, environmental, labor regulations, and global inflation.
Further, while our operations in the regions are not significant, the Russia-Ukraine and Israel-Hamas conflicts are sources of uncertainty.
For example, we are in the process of expanding our distribution network for HOKA brand wholesale operations to our DC in Mooresville, Indiana.
If we are unsuccessful in achieving our transition timelines, we may be limiting our ability to efficiently fulfill orders for our wholesale partners and consumers.
Most of our independent manufacturers are located outside of the US and subject us to various risks associated with international regulations, trade agreements, and geopolitical relations.
Most of our independent manufacturers are located in Asia, and products manufactured overseas and imported into the US and other countries are subject to numerous risks and uncertainties.
If non-compliant manufacturers or suppliers cannot or will not become compliant, we will cease conducting business with them, which could increase our costs and interrupt our supply chain.
Our manufacturers’ violations of laws and business standards could also result in negative publicity or product recall, which could damage our reputation, brand value, and cause us to incur additional costs.
- tariffs, import and export controls, and other non-tariff barriers;
- changes in governmental regulations, including with respect to intellectual property, labor, safety, and the environment;
- the refusal of our partners to adopt or comply with our manufacturing policies;
In addition, we cannot predict whether future laws, regulations, trade remedy actions, or international agreements may impose additional duties or other restrictions on our ability to manufacture sufficient inventory or import products from one or more of our sourcing venues.
Trade relations between our sourcing venues, particularly those in China, and the US have created uncertainty and there exists the potential for import duties or other restrictions on exports from China, which could increase our sourcing costs.
We have transitioned most of our footwear sourcing from China to Vietnam as part of our supplier optimization strategy, and are beginning to diversify with footwear sourcing in Indonesia, but if we are unable to source our products from the countries where we wish to purchase them, or if the cost of doing so increases, it could have a material adverse effect on our business, financial condition, and results of operations.
Further, because most of our products are manufactured in China and Vietnam, the possibility of adverse changes in trade or political relations with China or Vietnam, or other pressures in the region, including political instability, increased labor costs, adverse weather conditions, a natural disaster or incidence of disease could severely interfere with the manufacturing or shipment of our products and would have a material adverse effect on our operations.
Moreover, international trade policy is undergoing revision, introducing significant uncertainty with respect to future trade regulations and existing trade agreements.
The negotiation of free trade agreements with countries other than our principal sourcing venues may stimulate competition for manufacturers, which may seek to export footwear, apparel, and accessories to our target markets at preferred rates of duty which may negatively affect our results of operations.
For example, labor disputes are escalating in Canada as well as the US East Coast.
If a labor strike occurs in the future, we may experience trucking capacity constraints and potentially higher related costs, as well as port congestion on the US West Coast.
The Panama Canal is experiencing capacity constraints as well due to drought.
An excerpt. Shown here: 40 of 133 rewritten, 40 of 53 added and 40 of 54 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
128 rewritten, 212 added, 146 removed, 158 unchanged
This discussion includes an analysis of our financial condition and results of operations for the years ended March 31, [added: 2025,] 2024, and 2023 and year-over-year comparisons between those [removed: periods.][added: periods.*]
We market our products primarily under [removed: six] [added: five] proprietary brands: UGG, HOKA, Teva, [removed: Sanuk, Koolaburra,] [added: AHNU,] and [removed: AHNU.][added: Koolaburra.]
[removed: We] [added: Our brands] sell our products through quality domestic and international retailers, international distributors, and directly to [removed: our] global consumers through our DTC [removed: business,] [added: channel,] which is comprised of [removed: our Company-owned e-commerce websites] [added: an e‑commerce] and retail [removed: stores.][added: store presence.]
Consolidated financial performance highlights for fiscal year [removed: 2024] [added: 2025,] compared to fiscal year [removed: 2023,] [added: 2024 (the prior period),] were as follows:
[removed: *◦*Channel][added: ◦Channel]
▪Wholesale channel net sales increased [removed: 12.6%] [added: 17.4%] to [removed: $2,432,307.][added: $2,855,865.]
▪DTC channel net sales increased [removed: 26.5%] [added: 14.8%] to [removed: $1,855,456.][added: $2,129,747.]
▪Domestic net sales increased [removed: 16.8%] [added: 11.3%] to [removed: $2,863,674.][added: $3,186,709.]
▪International net sales increased [removed: 21.1%] [added: 26.3%] to [removed: $1,424,089.][added: $1,798,903.]
- Gross margin increased [removed: 530] [added: 230] basis points to [removed: 55.6%.][added: 57.9%.]
- Income from operations increased [removed: 42.1%] [added: 27.1%] to [removed: $927,514.][added: $1,179,092.]
- Diluted earnings per share increased [removed: 50.5%] [added: 30.2%] to [removed: $29.16] [added: $6.33] per share.
Our efforts to drive brand adoption [removed: is] [added: are] focused on building brand acceptance and heat through [removed: continued] launches of innovative product offerings, coupled with marketing investments across multiple geographic markets and channels of [removed: distribution.][added: distribution, including strategic expansion of the global marketplace.]
- We [removed: remain focused on our] [added: continue to implement a] marketplace inventory management strategy for our brands through segmentation and differentiation.
During fiscal year [removed: 2024,] [added: 2025,] we [removed: experienced] [added: continued to experience] alignment on product assortments that resulted in higher full-price [removed: sell through.][added: sell-through, which benefited our gross margins across all channels of distribution.]
- Our long-term strategy remains focused on building our DTC channel to represent an increased [removed: portion] [added: proportion] of our total net sales, which includes differentiating the consumer experience from the wholesale channel to drive increases in acquisition and retention to sustain strong market positions and a high level of demand for our brands.
- We continue to implement our international growth strategies for the HOKA and UGG [removed: brands.][added: brands to represent an increased proportion of our total net sales.]
We [removed: have expanded our HOKA brand presence within our DTC channel through targeted investments] [added: also continue to invest] in certain regions that provide influential market presence to [removed: drive] [added: build HOKA] brand awareness, and we expect to continue making these investments, including in our next fiscal year.
We continue to emphasize elevating the customer experience for [removed: the UGG brand] [added: our brands] through [removed: localized marketing investments.][added: category expansion and collaborations.]
*•*To support our growing business, we continue to [removed: expand] [added: invest in] our network of global warehouses, DCs, and [removed: 3PLs.][added: 3PLs, which have fixed and variable costs, with variable costs changing relative to changes in net sales.]
We [removed: also are diversifying the number of] [added: continue to diversify our] third-party manufacturers [removed: with whom we engage] and the regions in which they operate.
We expect to continue to invest in and build upon these infrastructure capabilities to continue meeting customer and consumer [removed: demand, which may result in higher costs in future periods.][added: demand.]
While these [removed: macroeconomic] factors did not materially impact our business or results of operations during fiscal year [removed: 2024,] [added: 2025,] the [added: full] impact of these [removed: macroeconomic] factors is difficult to quantify and could negatively impact [removed: our business and results of operations during our next fiscal year.][added: us in future periods.]
REPORTABLE OPERATING [removed: SEGMENT] [added: SEGMENTS] OVERVIEW
[removed: Our] [added: Previously, our] six reportable operating segments [removed: include] [added: included] the worldwide wholesale operations of the UGG brand, HOKA brand, Teva brand, Sanuk brand, and Other [removed: brands, as well as] [added: brands (primarily the AHNU brand and Koolaburra brand), and] DTC.
Information reported to the [removed: Chief Operating Decision Maker (CODM),] [added: CODM,] who is our [removed: CEO, President, and] Principal Executive Officer (PEO), is organized into these reportable operating segments and is consistent with how the CODM evaluates our performance and allocates resources.
With loyal consumers around the world, the UGG brand has proven to be a highly resilient [added: consumer-focused] line of premium footwear, apparel, and accessories with [removed: expanded] [added: year-round] product offerings that appeal to a growing global audience and a broad demographic.
- Diversification of our footwear product offerings, such as our spring and summer lines, as well as expanded category offerings for Men’s products such as the [removed: slip on] [added: slip-on] shoe and sneaker category, and more iconic fashion product for our Classics line, including reimagining existing iconic styles into new categories.
Expanded marketing and strategic marketplace presence have fueled both domestic and international sales growth of the HOKA brand, which has quickly become a leading brand within run and outdoor specialty wholesale accounts and is growing across its [removed: ecosystem of access points.][added: global marketplace.]
The HOKA brand’s product line includes running, trail, hiking, [removed: fitness] [added: fitness,] and lifestyle footwear offerings, as well as select apparel and accessories.
- Thoughtful and strategic [removed: wholesale] distribution choices, allowing the HOKA brand access and introduction to a broader, more diverse, consumer base.
- Category extensions in authentic performance footwear offerings such as lifestyle, trail, and [removed: hiking] [added: fitness] categories.
The Teva brand’s [removed: collection includes] [added: products are built for] a [added: range of outdoor pursuits and include a] variety of footwear options, from classic sandals and shoes to [removed: boots; all crafted for the demands of the outdoors.][added: boots.]
Other Brands. Other brands consist primarily of the [removed: Koolaburra] [added: Teva] brand, [removed: as well as the] AHNU [removed: brand we launched in March 2024.][added: brand, and Koolaburra brand.]
We disclose [added: supplemental] financial measures calculated and presented in accordance with generally accepted accounting principles in the United States (US GAAP); however, throughout this Annual Report we provide certain financial information on a non-GAAP basis (non-GAAP financial measures).
Refer to Note [removed: 15, “Quarterly Summary of Information (Unaudited),”] [added: 12, “Reportable Operating Segments,”] of our consolidated financial statements in Part IV within this Annual Report for further information on [removed: our results of operations by quarterly period.][added: reportable operating segments.]
*Net Sales.* Net sales by [removed: location, and by brand] [added: brand, channel,] and [removed: channel] [added: geography] were as follows:
| | | | [added: 2025 | | | | | | | | | | | |] 2024 | | | | | | [removed: 2023] | | | | | | Change | | | | | | | | |
| Net sales by [removed: location] [added: brand] | | | | | | | | | | | | | | | | | | | | | | | |
| Total [added: (1)] | | | $ | 4,287,763 | | | | | $ | 3,627,286 | | | | | $ | 660,477 | | | | | 18.2 | | % |
Our brands compete across the fashion and casual lifestyle, performance, running, and outdoor markets.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
- Net sales increased 16.3% to $4,985,612.
▪UGG brand net sales increased 13.1% to $2,531,351.
▪HOKA brand net sales increased 23.6% to $2,233,090.
▪Other brands net sales decreased 8.6% to $221,171.
- SG&A expenses increased 17.1% to $1,706,571.
- Income from operations as a percentage of net sales (operating margin) increased 200 basis points to 23.6%.
Koolaburra Brand. During the third quarter of fiscal year 2025, we began taking steps to phase out our standalone operations for the Koolaburra brand in order to maintain focus on our most significant organic opportunities.
We closed Koolaburra.com as of March 31, 2025, and plan to wind down the Koolaburra brand in the wholesale channel by the end of calendar year 2025.
Refer to the section titled “The Company,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information.
Sanuk Brand Asset Sale. During the second quarter of fiscal year 2025, we completed the sale of the Sanuk brand and certain related assets.
Refer to the section below titled “Reportable Operating Segment Overview” for further information on our results of operations.
Forward Stock Split and Authorized Share Increase. On September 13, 2024, we effected a stock split and an authorized share increase.
Our financial results included within this Annual Report have been retroactively adjusted to reflect the effectiveness of the stock split and the authorized share increase.
Refer to the section titled “Basis of Presentation,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information.
*•*We are exposed to risks resulting from evolving US trade policy that has introduced uncertainty and volatility in global trade relations, including higher tariffs and greater restrictions on goods imported from certain regions.
While we pursue mitigation strategies, including through selective, staggered, and strategic price increases on our products sold in the US and by negotiating cost-sharing arrangements with our independent manufacturers, we may be unable to offset all resulting
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
increases to our cost of goods sold.
These risks may have a material adverse impact on demand for our products.
- Macroeconomic factors, including inflationary pressures, increased tariffs, geopolitical unrest, and escalating global conflicts, are creating a complex and challenging environment for our business and industry.
While gross margins continue to be an area of strategic focus, we may not experience these benefits to our gross margins in our fiscal year ending March 31, 2026 (next fiscal year) due to various factors, including impacts from macroeconomic and geopolitical factors, discussed above, as well as potential impacts from our pricing strategies.
However, as we expand doors with wholesale partners to drive brand awareness and market share in the near-term, our wholesale channel may represent a higher portion of our total net sales in certain periods, which could pressure our margins in those periods.
We continue to selectively expand our HOKA brand presence through additional locations with our wholesale partners and targeted retail store expansion within our DTC channel.
We are currently negotiating the transition of one of our international 3PLs to a new partner with an upgraded warehouse management system during our next fiscal year.
As of March 31, 2025, our three reportable operating segments include the worldwide operations of the UGG brand, HOKA brand, and Other brands.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
*Change in Reportable Operating Segments.* During the fourth quarter of fiscal year 2025, the financial information regularly used by the CODM to evaluate performance, make operating decisions, and allocate resources was revised.
In connection with executive leadership alignment, and the recent divestiture and phase out of certain brands, the CODM shifted resource allocation decisions and performance assessment to a brand focus, rather than a distribution channel focus.
This resulted in a change in our reportable operating segments.
The change in reportable operating segments had an impact on segment income from operations, a measure of segment profitability, and we clarified unallocated overhead costs excluded from this measure as unallocated enterprise and shared brand expenses.
Unallocated enterprise and shared brand expenses are costs that are managed centrally and not specific to any one brand.
These costs are primarily comprised of certain payroll and related expenses, including stock-based compensation; global IT expenses; 3PL service fees; depreciation, rent, and occupancy for owned warehouses and offices; and other SG&A expenses, such as costs for contract services, materials, supplies, and travel.
These costs span multiple functions including owned warehouses and 3PL service fees, along with enterprise costs which include centralized commercial operations, IT, finance, human resources, legal, supply chain, and corporate executives.
Reportable operating segment results for all prior periods presented in this Annual Report have been recast to reflect the change in reportable operating segments.
As discussed under the section titled “Recent Developments” above, the sale of the Sanuk brand was completed during fiscal year 2025.
The financial results for our reportable operating segments present the former Sanuk brand within the Other brands reportable operating segment through the Sanuk Brand Sale Date for the year ended March 31, 2025, and full financial results for the years ended March 31, 2024, and 2023.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
The Koolaburra brand, for which we are phasing out standalone operations by the end of calendar year 2025, is a casual footwear brand that uses plush materials to target value-oriented consumers.
For year-over-year comparisons between the years ended March 31, 2023, and 2022, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the SEC on May 26, 2023, which is available free of charge on the SEC’s website at* *www.sec.gov* *and our website at* *ir.deckers.com.*
- Net sales increased 18.2% to $4,287,763.
On February 1, 2024, Dave Powers announced his intention to retire from his position as CEO and President of the Company, effective August 1, 2024.
Following this date, we expect Mr. Powers will continue to serve as a member of our Board of Directors.
Also on February 1, 2024, we announced that Stefano Caroti, our Chief Commercial Officer, will be appointed as CEO and President, effective August 1, 2024.
Refer to Part I, Item 1A, “Risk Factors,” within this Annual Report for further discussion on executive officer leadership transition risks.
This, combined with selective price increases, has benefited our gross margins during fiscal year 2024 across all channels of distribution.
While gross margins continue to be an area of strategic focus, we expect a more normalized promotional environment for our results of operations during our next fiscal year ending March 31, 2025 (next fiscal year).
- In alignment with effective resource allocation and the execution of our long-term objectives, we intend to divest the Sanuk brand.
During the fourth quarter of fiscal year 2024, we recorded an impairment on the Sanuk definite-lived intangible asset.
Please refer to the section “Critical Accounting Policies” below for further information.
*•*Macroeconomic factors, including inflationary pressures, increased interest rates, fluctuations in foreign currency exchange rates, the lapsing of government stimulus, increased consumer debt levels, decreased savings rates, resumption of student loan repayments, geopolitical unrest, escalating global conflicts and their potential impact on logistic lead times and freight costs, and increased risks of a recession, continue to create a complex and challenging environment for our business.
Teva Brand. The Teva brand, born in the depths of the Grand Canyon, has long been a favored brand among outdoor adventurers across the globe.
Today, building on its foundation as a leader in sport sandals and its authentic outdoor heritage, the Teva brand’s thoughtfully designed, and accessible products are built for a range of outdoor pursuits, connecting with a vibrant, diverse audience passionate about exploration.
We believe demand for Teva brand products will continue to be driven by the following:
- Authentic outdoor heritage and a reputation for quality, comfort, sustainability, and performance in any terrain.
- Increasing brand awareness in key major global markets due to outdoor lifestyle participation among younger consumers.
- Category extensions in performance hike footwear, including key franchises, as well as year-round product.
Sanuk Brand. The Sanuk brand originated in Southern California surf culture and has emerged as a lifestyle brand with a presence in the relaxed casual shoe and sandal categories with a focus on innovation in comfort and sustainability.
The Sanuk brand’s use of unexpected materials and unconventional construction, combined with its fun and playful branding, are key elements of the brand’s identity.
The Koolaburra brand is a casual footwear fashion line that uses plush materials and is intended to target the value-oriented consumer in order to complement the UGG brand offering.
Direct-to-Consumer. Our DTC business encompasses all of our brands and is comprised of our Company-owned e-commerce websites and retail stores, which are intertwined and interdependent in an omni-channel marketplace as we believe many of our consumers interact with both before making purchasing decisions in store and online.
Our net sales related to the businesses and stores outlined below are recorded in our DTC reportable operating segment, except for net sales from our partner retail stores, which are recorded in our brands’ respective wholesale reportable operating segments.
*E-Commerce Websites.* Our global e-commerce operations provides us with an opportunity to directly engage and connect with our consumers and communicate a consistent message that promotes awareness of our brands’ promises and key initiatives, offers targeted information to specific consumer demographics, and drives consumers to our retail stores.
As of March 31, 2024, we operate Company-owned e-commerce websites in 56 different countries.
*Retail Stores.* Our global Company-owned mono-branded retail stores are predominantly UGG brand concept and outlet stores, as well as HOKA brand concept stores, which we continue to launch in strategic locations.
Through our outlet stores, we sell some of our discontinued styles from prior seasons, full price in-line products, as well as products made specifically for the outlet stores.
As of March 31, 2024, we have a total of 164 global retail stores (including 26 HOKA brand retail stores), which includes 83 concept stores and 81 outlet stores.
We will continue to evaluate our retail store fleet strategy in response to changes in brand strategy, consumer behavior, and retail store traffic patterns.
*Flagship Stores.* Global concept stores include nine flagship stores, which are primarily located in major tourist locations.
These are premium mono-branded stores in key global markets designed to showcase UGG and HOKA brand products.
Flagship stores provide broader product offerings and generate greater traffic that enhance our interaction with consumers and increase brand loyalty.
*Shop-in-Shop* (SIS) *Stores.* Included in the total count of global concept stores are 23 SIS stores that are operated by us or non-employees within a department store, which we lease from the store owner by paying a percentage of store sales and for which we own the inventory.
*Partner Retail Stores.* Represent UGG and HOKA mono-branded stores which are wholly owned and operated by third parties and not included in the total count of our global Company-owned retail stores.
Our business is seasonal, with the highest percentage of UGG and Koolaburra brand net sales occurring in the quarters ending September 30th and December 31st and the highest percentage of Teva and Sanuk brand net sales occurring in the quarters ending March 31st and June 30th.
Net sales for the HOKA brand occur more evenly throughout the year, reflecting the brand’s year-round performance product offerings.
Due to the magnitude of the UGG brand relative to our other brands, our aggregate net sales in the quarters ending September 30th and December 31st have historically significantly exceeded our aggregate net sales in the quarters ending March 31st and June 30th.
However, as net sales of the HOKA brand continue to increase as a percentage of our aggregate net sales, we expect to continue to see the impact from seasonality decrease over time.
| Basic | | | $ | 29.36 | | | | | | | | | | | $ | 19.50 | | | | | | | | | | | $ | 9.86 | | | | | 50.6 | | % |
| Diluted | | | $ | 29.16 | | | | | | | | | | | $ | 19.37 | | | | | | | | | | | $ | 9.79 | | | | | 50.5 | | % |
An excerpt. Shown here: 40 of 128 rewritten, 40 of 212 added and 40 of 146 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
11 rewritten, 6 added, 3 removed, 17 unchanged
We are exposed to commodity price fluctuations [removed: from] [added: associated with] the cost of raw materials used in our manufacturing [removed: process that includes sheepskin, UGGplush,] [added: process, including sheepskin] and sugarcane-derived EVA (collectively, commodities).
To manage price volatility and ensure availability for our commodities, we [removed: typically] [added: currently] enter into fixed purchasing contracts with designated suppliers of sheepskin [removed: and] [added: and, at times,] sugarcane-derived [removed: EVA, as well as other pricing agreements for UGGplush.][added: EVA.]
Refer to the subsection titled “Contractual Obligations” under [added: the] section “Liquidity” within Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 7, “Commitments and Contingencies,” of our consolidated financial statements in Part IV within this Annual Report for further information on our minimum purchase obligations for commodities.
We do not use foreign currency exchange rate forward contracts for [added: speculative] trading purposes.
As of March 31, [removed: 2024,] [added: 2025,] there are no known factors that we would expect to result in a material change in the [added: near-term in the] general nature of our [added: primary] foreign currency exchange rate risk exposure.
Refer to [added: the section titled “Summary of Significant Accounting Policies” in] Note 1, “General,” and Note 9, “Derivative Instruments,” of our consolidated financial statements in Part IV within this Annual Report for further information on our use of derivative contracts and related accounting policies.
Our exposure to market risk for interest rates relates to our cash and cash equivalents, including cash [removed: from] [added: invested in] highly rated money market funds, and our revolving credit facilities.
Using our average invested cash equivalents balance as of March 31, [removed: 2024,] [added: 2025,] the hypothetical effect of a 100 basis point change in short-term interest rates would [removed: be impactful] [added: result in a change of approximately $14,700] to [removed: the] interest income recorded in our consolidated statements of comprehensive income, along with our operating cash flows, but would not impact the fair market value of the related underlying instruments.
Refer to [added: the section titled “Summary of Significant Accounting Policies” in] Note 1, “General,” and Note 4, “Fair Value Measurements,” of our consolidated financial statements in Part IV within this Annual Report for further information on our cash and cash equivalents.
As there were no outstanding balances under our revolving credit facilities as of March 31, [removed: 2024,] [added: 2025,] the hypothetical effect of a 100 basis point change in interest rates for borrowings made under our revolving credit facilities would have resulted in no change to interest expense recorded in our consolidated statements of comprehensive income during the year ended March 31, [removed: 2024.][added: 2025.]
Refer to Note 6, “Revolving Credit Facilities,” of our consolidated financial statements in Part IV within this Annual Report for further information on our revolving credit [removed: facilities and types of interest rates.][added: facilities.]
There have been no material changes in our primary risk exposures or management of market risks since the prior year.
Foreign currency exchange rates, excluding the effect from derivative instruments, to remeasure monetary assets and liabilities using the exchange rate at the end of the reporting period, had a negative impact on our income from operations for the year ended March 31, 2025.
We use forward foreign exchange contracts to hedge material exposure to adverse changes in foreign currency exchange rates.
A sensitivity analysis technique has been used to evaluate the effect that changes in the market value of foreign exchange currencies will have on our forward foreign exchange contracts.
As of March 31, 2025, a hypothetical 10% foreign currency exchange rate fluctuation would have caused the fair value of our financial instruments to change by approximately $34,000.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
Foreign currency exchange rate fluctuations had a net positive impact on our results of operations for the year ended March 31, 2024, when compared to the year ended March 31, 2023.
As there are no outstanding balances for our derivative instruments as of March 31, 2024, a hypothetical 10.0% change in foreign currency exchange rates would result in an immaterial aggregate change to our consolidated statements of comprehensive income during the year ended March 31, 2024.
However, the impact on interest income would not be material to our results of operations.
Item 1. BUSINESS
70 rewritten, 51 added, 88 removed, 94 unchanged
We market our products primarily under [removed: six] [added: five] proprietary brands: UGG, HOKA, Teva, [removed: Sanuk, Koolaburra,] [added: AHNU,] and [removed: AHNU.][added: Koolaburra.]
[removed: We] [added: Our brands] sell our products through quality domestic and international retailers, international distributors, and directly to [removed: our] global consumers through our [removed: DTC business,] [added: Direct-to-Consumer (DTC) channel,] which is comprised of [removed: our Company-owned e-commerce websites] [added: an e‑commerce] and retail [removed: stores.][added: store presence.]
With loyal consumers around the world, the UGG brand has proven to be a highly resilient [added: consumer-focused] line of premium footwear, apparel, and accessories with [removed: expanded] [added: year-round] product offerings that appeal to a growing global audience and a broad demographic.
Expanded marketing and strategic marketplace presence have fueled both domestic and international sales growth of the HOKA brand, which has quickly become a leading brand within run and outdoor specialty wholesale accounts and is growing across its [removed: ecosystem of access points.][added: global marketplace.]
The HOKA brand’s product line includes running, trail, hiking, [removed: fitness] [added: fitness,] and lifestyle footwear offerings, as well as select apparel and accessories.
The Teva brand’s [removed: collection now includes] [added: products are built for] a [added: range of outdoor pursuits and include a] variety of footwear options, from classic sandals and shoes to [removed: boots; all crafted for the demands of the outdoors.][added: boots.]
Other Brands. Other brands consist primarily of the [removed: Koolaburra] [added: Teva] brand, [removed: as well as the] AHNU [removed: brand we launched in March 2024.][added: brand, and Koolaburra brand.]
[removed: Our] [added: US Distribution. In our wholesale channel, we sell our products in the US through] sales [removed: force is] [added: representatives,] organized by [removed: brand,] [added: brand and either geography or account type,] as each brand generally has certain specialty customers that expect a dedicated sales team with specialized knowledge of the brand’s product offerings.
In addition to our wholesale channel, we sell products directly to consumers through our DTC [removed: business] [added: channel] and fulfill online orders through our [removed: DCs] [added: warehouses, DCs,] and retail stores.
Our [added: warehouses and] DCs feature a warehouse management system that enables us to efficiently pick and pack products for direct shipment to customers and consumers.
[removed: International Distribution.] We sell our products internationally in our wholesale channel through [removed: independent distributors and our] wholly owned [removed: subsidiaries, including in Canada, Europe, Asia-Pacific,] [added: subsidiaries] and [removed: Latin America.][added: independent distributors, some of which operate partner retail stores.]
In addition, in certain countries we sell products through our DTC [removed: business.][added: channel.]
For our wholesale and DTC [removed: businesses,] [added: channels,] we distribute our products through a number of [added: warehouses and] DCs managed by 3PLs in certain international locations.
REPORTABLE OPERATING [removed: SEGMENTS AND GEOGRAPHIC AREAS][added: SEGMENTS]
[removed: Our six] [added: As of March 31, 2025, our three] reportable operating segments include the worldwide [removed: wholesale] operations of the UGG brand, HOKA brand, [removed: Teva brand, Sanuk brand,] and Other [removed: brands, as well as DTC] [added: brands] (collectively, our reportable operating segments).
[removed: UGG Wholesale.] We sell our UGG brand products primarily through fashion lifestyle retailers, higher-end department stores, streetwear and sports style partners, [removed: and] online [added: retailers and partner] retailers.
[removed: HOKA Wholesale.] We sell [added: our] HOKA brand products primarily through full-service specialty retailers, outdoor and sporting goods retailers, select online retailers, fashion lifestyle retailers, sports style partners, and higher-end department stores.
[removed: Teva Wholesale.] We sell our Teva brand [removed: footwear] [added: products] primarily through outdoor and sporting goods retailers, fashion lifestyle retailers, large national retail chains, higher-end department stores, and online retailers.
[removed: Currently, we] [added: We] sell our AHNU brand footwear through domestic streetwear and lifestyle boutiques and retailers.
Conversely, they may initially research products [removed: online,] [added: online] and then view inventory availability by store location and make a purchase in store.
[removed: Our retail] [added: *Retail Stores.* Retail] stores enable us to expose consumers to a curated selection of [removed: products,] [added: products and] directly influence our consumers’ experience with our [removed: brands, and sell our products at retail prices; thereby generating larger gross profit as a percentage of net sales (gross margin).][added: brands.]
[removed: We] [added: Our Company-owned mono-branded retail stores are predominantly UGG brand concept and outlet stores, as well as HOKA brand concept stores, which we] continue to open [removed: retail stores] in key markets to further grow our brand presence and appeal to a broader consumer base.
[removed: Through our outlet stores, we] [added: *•Outlet Stores.* Outlet stores are Company-owned stores designed to] sell certain discontinued styles from prior seasons, full price in-line products, and products made specifically for the outlet stores.
As of March 31, [removed: 2024,] [added: 2025,] we [removed: operate Company-owned e-commerce websites in 56 different countries and] have a total of [removed: 164] [added: 179] global [added: Company-owned] retail stores (including [removed: 26] [added: 137 UGG brand retail stores and 42] HOKA brand retail stores), which [removed: includes 83] [added: include 92] concept stores and [removed: 81] [added: 87] outlet stores.
Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” [added: the section titled “Basis of Presentation,” in Note 1, “General,” and to Note 12, “Reportable Operating Segments,” of our consolidated financial statements in Part IV] within this Annual Report for [removed: further discussion of our DTC business, including] [added: additional information regarding] the [removed: various retail store types] [added: recent change in our reportable operating segments] and [removed: definitions.][added: our results of operations.]
Refer to Note [removed: 12, “Reportable Operating Segments,” and Note] 13, “Concentration of Business,” of our consolidated financial statements in Part IV within this Annual Report for additional information regarding [removed: our reportable operating segments, as well as our] geographic areas and concentration of related business [removed: risks, respectively.][added: risks.]
Each brand follows a similar product creation path starting with consumer insights, including [added: engagement with key consumer segments,] color, trend, material research, and in-depth market analysis.
[removed: We outsource the] [added: The] production of our [removed: products] [added: finished goods is outsourced] to independent manufacturers, which are primarily located in [removed: Asia.][added: Southeast Asia, predominately in Vietnam.]
We generally purchase products from [removed: our] [added: independent] manufacturers on the basis of individual purchase orders, rather than maintaining long-term purchase commitments, which provides us greater flexibility to adapt to changing consumer preferences, changes in international trade relations, and evolving inventory management requirements.
We maintain a buying office in Hong Kong, as well as on-site supervisory offices in [added: Vietnam,] China, [removed: Indonesia,] and [removed: Vietnam,] [added: Indonesia,] which collectively serve as a strong link to our independent manufacturers.
The majority of the [added: raw] materials and components used in the production of our products by our independent manufacturers are purchased from independent suppliers that we designate (designated [removed: suppliers).][added: suppliers), who work with subcontractors that extract, process, or convert these raw materials.]
Sheepskin [removed: is] used to manufacture a significant portion of our UGG brand [removed: products, and, at our direction, our independent manufacturers purchase the majority of this sheepskin] [added: products and is sourced primarily] from designated [removed: suppliers, mainly] [added: suppliers in Australia and processed by] two tanneries in [removed: China, which source their sheepskin primarily from Australia.][added: China.]
We [removed: also] enter into fixed purchasing contracts with designated suppliers of sheepskin [removed: and] [added: and, at times,] sugarcane-derived [removed: EVA, as well as other pricing arrangements for UGGplush,] [added: ethylene-vinyl acetate (sugarcane-derived EVA)] to manage price volatility and ensure availability.
We believe current supplies are sufficient to meet our [removed: current and] anticipated demand for the next 12 [removed: months, but we continually monitor our supply chain and explore options to accommodate our expected growth and mitigate the impacts of any unexpected supply chain issues.][added: months.]
Excluding sheepskin, UGGplush, [added: and] sugarcane-derived EVA, [removed: and certain branded materials for materials like outsoles,] we believe that substantially all raw materials and components used to manufacture our [removed: products, including virgin wool, rubber, leather, and nylon webbing,] [added: products] are generally available from multiple sources at competitive prices.
We require our independent manufacturers and designated [removed: suppliers, including our partners and licensees,] [added: suppliers] to adopt our Ethical Supply Chain Supplier Code of Conduct (Supplier Code of Conduct), which [removed: specifies that they must] [added: requires them to] comply with all local laws and regulations governing human rights, working conditions, anti-corruption, restricted substances, and environmental compliance, including animal welfare and conflict minerals, before we are willing to conduct business with them.
Refer to the [added: section titled] “Environmental, Social, and Governance” [removed: section] below for further information.
We seek to manage our inventory levels by considering existing orders, [added: as well as] forecasted sales and budgets [added: by brand] for both [removed: our] [added: the] wholesale and DTC channels, [removed: and] [added: including consideration of] the delivery requirements of our customers.
Our systems and processes are designed to improve our product [added: planning and] forecasting, inventory control and supply chain management capabilities, [removed: and we are making investments in a new end-to-end planning system to further support our scaling business,] including our Company-owned e-commerce websites.
Through our holistic [removed: Environmental, Social, and Governance (ESG)] [added: ESG] program, which has been in existence since 2010, we are committed to advancing our sustainable business initiatives.
Koolaburra Brand. During the third quarter of fiscal year 2025, we began taking steps to phase out our standalone operations for the Koolaburra brand in order to maintain focus on our most significant organic opportunities.
We closed Koolaburra.com as of March 31, 2025, and plan to wind down the Koolaburra brand in the wholesale channel by the end of calendar year 2025.
Refer to the section titled “The Company,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
Sanuk Brand Asset Sale. We completed the sale of our Sanuk brand and certain related assets on August 15, 2024 (Sanuk Brand Sale Date).
Refer to the section titled “The Company,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information on the sale of Sanuk brand.
Forward Stock Split and Authorized Share Increase. On September 13, 2024, we effected a stock split and an authorized share increase.
Our financial results included within this Annual Report have been retroactively adjusted to reflect the effectiveness of the stock split and the authorized share increase.
Refer to the section titled “Basis of Presentation,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information.
The Koolaburra brand, for which we are phasing out standalone operations by the end of calendar year 2025, is a casual footwear brand that uses plush materials to target value-oriented consumers.
As discussed under the section titled “Recent Developments” above, the sale of the Sanuk brand was completed during fiscal year 2025.
The financial results for our reportable operating segments present the former Sanuk brand within the Other brands reportable operating segment through the Sanuk Brand Sale Date for the year ended March 31, 2025, and full financial results for the years ended March 31, 2024, and 2023.
Refer to the section titled “Reportable Operating Segments” below for further details about our reportable operating segments.
CHANNEL DISTRIBUTION
Wholesale. Our wholesale channel sells products to a network of third-party retailers, including partner retailers, and distributors.
This approach enables us to expand market reach and leverage the scale and operational capabilities of its wholesale partners to serve a broad base of end consumers.
We continue to expand our HOKA brand wholesale distribution globally, including through additional mono-branded locations operated by partner retailers.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
Direct-to-Consumer. Our DTC channel is comprised of our Company-owned e-commerce websites and retail stores where products are sold at retail prices.
Our e-commerce websites and retail stores are intertwined and interdependent in an omni-channel marketplace, providing a fluid purchasing experience, which engenders brand loyalty while increasing product sales and improving our inventory productivity.
In addition, we believe many of our consumers interact with both before making purchasing decisions in store and online.
*E-Commerce Websites.* Our global e-commerce websites provide us with an opportunity to directly engage and connect with our consumers and communicate a consistent message that promotes awareness of our brands’ promises and key initiatives, offers targeted information to specific consumer demographics, and drives consumers to our retail stores.
As of March 31, 2025, we operate Company-owned e-commerce websites in 56 different countries.
Retail store definitions are as follows:
*•Concept Stores.* Concept stores are Company-owned mono-branded stores launched in strategic locations, designed to offer a curated, themed experience and a unique selection of products, aiming to evoke a specific lifestyle for our brands.
Concept stores include the following:
*◦Flagship Stores.* Premium mono-branded stores in key global markets, such as major tourist locations typically with above average square footage, designed to provide broader product offerings and generate greater traffic that enhances the consumer experience and increases brand loyalty.
◦*Shop-in-shop (SIS) Stores.* SIS stores are operated by us or non-employees within a department store, which we lease from the store owner by paying a percentage of store sales and for which we own the inventory.
GEOGRAPHIC DISTRIBUTION
We also distribute products to our wholesale channel customers through a DC bypass program.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
International Distribution. Collectively, our brands are sold internationally in Canada, Europe, Asia, and Latin America.
During the fourth quarter of fiscal year 2025, we updated our reportable operating segments to better reflect changes in the way our CODM makes resource allocation decisions and assesses performance.
In connection with executive leadership alignment, and the recent divestiture and phase out of certain brands, the CODM shifted resource allocation decisions and performance assessment to a brand focus, rather than a distribution channel focus.
From a sourcing perspective, less than 5% of our finished goods for footwear comes from China while the remainder comes from Southeast Asia, predominately from Vietnam.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
We believe an inclusive workplace that promotes belonging for everyone brings together those with a unique set of experiences, opinions, and thoughts on critical issues.
In turn, these varied perspectives enhance our business and drive better outcomes.
On February 1, 2024, Dave Powers announced his intention to retire from his position as Chief Executive Officer (CEO) and President of the Company, effective August 1, 2024.
Following this date, we expect Mr. Powers will continue to serve as a member of our Board of Directors.
Also on February 1, 2024, we announced that Stefano Caroti, our Chief Commercial Officer, will be appointed as CEO and President, effective August 1, 2024.
The UGG brand is sold globally, including in the US, Canada, Europe, Asia-Pacific, and Latin America.
The HOKA brand is sold globally, including in the US, Canada, Europe, Asia-Pacific, and Latin America.
Teva. The Teva brand, born in the depths of the Grand Canyon, has long been a favored brand among outdoor adventurers across the globe.
Today, building on its foundation as a leader in sport sandals and its authentic outdoor heritage, the Teva brand’s thoughtfully designed, and accessible products are built for a range of outdoor pursuits, connecting with a vibrant, diverse audience passionate about exploration.
The Teva brand is sold globally, including in the US, Canada, Europe, Asia-Pacific, and Latin America.
Sanuk. The Sanuk brand originated in Southern California surf culture and has emerged as a lifestyle brand with a presence in the relaxed casual shoe and sandal categories with a focus on innovation in comfort and sustainability.
The Sanuk brand’s use of unexpected materials and unconventional construction, combined with its fun and playful branding, are key elements of the brand’s identity.
The Sanuk brand is primarily sold in the US.
In alignment with effective resource allocation and the execution of our long-term objectives, we intend to divest the Sanuk brand.
The Koolaburra brand is a casual footwear fashion line that uses plush materials and is intended to target the value-oriented consumer to complement the UGG brand offering.
Our Other brands are primarily sold in the US and Canada.
SALES AND DISTRIBUTION
US Distribution. In our wholesale channel, we sell our products in the US through sales representatives, who are organized by account type or geographically and by brand.
We also sell products internationally, particularly in China, through partner retail stores, which are branded stores that are wholly owned and operated by third parties.
For example, as the UGG brand continues to amplify its audience within key consumer segments, our distribution to consumers in these segments is expanding faster through our lifestyle and sports style partners.
We continue to expand our HOKA brand wholesale distribution in international markets, including through strategic partners in Europe and Japan.
We continue to expand our Teva brand wholesale distribution in international markets, including through strategic partners in Japan.
Sanuk Wholesale. We sell our Sanuk brand footwear primarily through domestic streetwear partners, higher-end department stores, large national retail chains, and online retailers.
Other Brands Wholesale. Other brands is primarily made up of the Koolaburra brand, as well as the recently launched AHNU brand.
We sell our Koolaburra brand footwear primarily through large national retail chains, higher-end department stores, and online retailers.
Direct-to-Consumer. Our DTC business encompasses all of our brands and is comprised of our Company-owned e-commerce websites and retail stores, which are intertwined and interdependent in an omni-channel marketplace as we believe many of our consumers interact with both before making purchasing decisions in store and online.
We have observed a meaningful shift in the way consumers shop for products and make purchasing decisions, evidenced by decreases in consumer retail store activity as consumers accelerate their migration to online shopping.
We have optimized our digital marketing strategy to capitalize on these trends, which has accelerated global online consumer acquisition and retention rates.
Although we continue to see consumers migrate to online shopping, our DTC online and retail sales channels interact with each other and largely overlap to provide a fluid purchasing experience, which engenders brand loyalty while increasing product sales and improving our inventory productivity.
Our Company-owned mono-branded retail stores are predominantly UGG brand concept and outlet stores, as well as HOKA brand concept stores, which we continue to launch in strategic locations.
We also have several flagship stores, which are Company-owned premium mono-branded concept stores in key global markets designed to showcase the UGG and HOKA brand products.
Flagship stores provide broader product offerings and generate greater traffic that enhance our interaction with consumers and increase brand loyalty.
Key materials and components include sheepskin, UGGplush, and sugarcane-derived ethylene vinyl acetate (sugarcane-derived EVA).
We maintain routine communication with the tanneries to closely monitor the supply of high-quality sheepskin for our projected UGG brand production.
For wool, we currently use a proprietary material, UGGplush, which is almost entirely repurposed wool and TENCEL™ Lyocell woven into a durable backing, within certain UGG brand products.
Sugarcane-derived EVA is utilized within certain UGG brand products.
Sugarcane-derived EVA is predominately purchased from a Brazilian company by our independent manufacturers for the production of soles.
Leveraging sugarcane-derived EVA, as opposed to petroleum-derived EVA, is part of our on-going commitment to sustainability.
To ensure an adequate supply of sheepskin and UGGplush, we forecast our expected usage in advance at a forward price.
ESG Education*.* Each member of our Corporate Governance Committee, together with our CAO and certain other members of the Board of Directors, previously completed the Diligent ESG and Climate Leadership Certificate Program.
Additionally, as set forth in our Corporate Governance Guidelines, our Board of Directors is required to complete annual training on our Code of Ethics.
Together, we believe these efforts further evidence our ongoing commitment to sustainable business practices and strong ESG performance.
An excerpt. Shown here: 40 of 70 rewritten, 40 of 51 added and 40 of 88 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 9 unchanged
[removed: We] [added: Finally, we] are investigating several manufacturers and distributors of counterfeit UGG and HOKA brand products, as well as various markets for indications of counterfeit [removed: UGG and HOKA brand] products.
Cover and table of contents
7 rewritten, 5 added, 1 removed, 60 unchanged
For the Fiscal Year Ended March 31, [removed: 2024][added: 2025]
At September 30, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting stock held by the non-affiliates of the registrant was approximately [removed: $13,217,047,750,] [added: $24,144,731,557,] based on the number of shares held by non-affiliates of the registrant as of that date, and the last reported sale price of the registrant’s common [removed: stock] [added: stock, par value $0.01 per share,] on the New York Stock Exchange on that date, which was [removed: $514.09.][added: $159.45.]
As of the close of business on May 9, [removed: 2024,] [added: 2025,] the number of outstanding shares of the registrant’s common stock, par value $0.01 per share, was [removed: 25,442,495.][added: 149,435,875.]
Portions of the registrant’s definitive Proxy Statement on Schedule 14A relating to the registrant’s [removed: 2024] [added: 2025] annual meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III within this Annual Report on Form 10-K.
| | | | [Cautionary Note Regarding Forward-Looking [removed: Statements](#i114bb980a76d4374b88719941ffdde4d_10)] [added: Statements](#i012aea77778a439287e106280d048f08_10)] | | | [removed: [2](#i114bb980a76d4374b88719941ffdde4d_10)] [added: [2](#i012aea77778a439287e106280d048f08_10)] | | |
| [Item [removed: 1.](#i114bb980a76d4374b88719941ffdde4d_16)] [added: 1.](#i012aea77778a439287e106280d048f08_16)] | | | [removed: [Business](#i114bb980a76d4374b88719941ffdde4d_16)] [added: [Business](#i012aea77778a439287e106280d048f08_16)] | | | [removed: [3](#i114bb980a76d4374b88719941ffdde4d_16)] [added: [3](#i012aea77778a439287e106280d048f08_16)] | | |
| [Item [removed: 1A.](#i114bb980a76d4374b88719941ffdde4d_19)] [added: 1A.](#i012aea77778a439287e106280d048f08_19)] | | | [Risk [removed: Factors](#i114bb980a76d4374b88719941ffdde4d_19)] [added: Factors](#i012aea77778a439287e106280d048f08_19)] | | | [removed: [13](#i114bb980a76d4374b88719941ffdde4d_19)] [added: [12](#i012aea77778a439287e106280d048f08_19)] | | |
| | | | [PART I](#i012aea77778a439287e106280d048f08_13) | | | | | |
| [Item 1B.](#i012aea77778a439287e106280d048f08_1724) | | | [Unresolved Staff Comments](#i012aea77778a439287e106280d048f08_1724) | | | [26](#i012aea77778a439287e106280d048f08_1724) | | |
| [Item 1C.](#i012aea77778a439287e106280d048f08_22) | | | [Cybersecurity](#i012aea77778a439287e106280d048f08_22) | | | [27](#i012aea77778a439287e106280d048f08_22) | | |
| [Item 2.](#i012aea77778a439287e106280d048f08_25) | | | [Properties](#i012aea77778a439287e106280d048f08_25) | | | [28](#i012aea77778a439287e106280d048f08_25) | | |
| [Item 3.](#i012aea77778a439287e106280d048f08_28) | | | [Legal Proceedings](#i012aea77778a439287e106280d048f08_28) | | | [29](#i012aea77778a439287e106280d048f08_28) | | |
| | | | [PART I](#i114bb980a76d4374b88719941ffdde4d_13) | | | | | |
Item 4. Mine Safety Disclosures
1 rewritten, 1 added, 1 removed, 0 unchanged
| [Item [removed: 5.](#i114bb980a76d4374b88719941ffdde4d_31)] [added: 5.](#i012aea77778a439287e106280d048f08_34)] | | | [Market for [removed: Registrant](#i114bb980a76d4374b88719941ffdde4d_31)[’](#i114bb980a76d4374b88719941ffdde4d_31)[s] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i114bb980a76d4374b88719941ffdde4d_31)] [added: Securities](#i012aea77778a439287e106280d048f08_34)] | | | [removed: [31](#i114bb980a76d4374b88719941ffdde4d_31)] [added: [29](#i012aea77778a439287e106280d048f08_34)] | | |
| | | | [PART II](#i012aea77778a439287e106280d048f08_31) | | | | | |
| | | | [PART II](#i114bb980a76d4374b88719941ffdde4d_28) | | | | | |
Item 6. [Reserved]
3 rewritten, 0 added, 0 removed, 0 unchanged
| [Item [removed: 7.](#i114bb980a76d4374b88719941ffdde4d_34)] [added: 7.](#i012aea77778a439287e106280d048f08_37)] | | | [removed: [Management](#i114bb980a76d4374b88719941ffdde4d_34)[’](#i114bb980a76d4374b88719941ffdde4d_34)[s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i114bb980a76d4374b88719941ffdde4d_34)] [added: Operations](#i012aea77778a439287e106280d048f08_37)] | | | [removed: [34](#i114bb980a76d4374b88719941ffdde4d_34)] [added: [31](#i012aea77778a439287e106280d048f08_37)] | | |
| [Item [removed: 7A.](#i114bb980a76d4374b88719941ffdde4d_55)] [added: 7A.](#i012aea77778a439287e106280d048f08_55)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i114bb980a76d4374b88719941ffdde4d_55)] [added: Risk](#i012aea77778a439287e106280d048f08_55)] | | | [removed: [49](#i114bb980a76d4374b88719941ffdde4d_55)] [added: [49](#i012aea77778a439287e106280d048f08_55)] | | |
| [Item [removed: 8.](#i114bb980a76d4374b88719941ffdde4d_58)] [added: 8.](#i012aea77778a439287e106280d048f08_58)] | | | [Financial Statements and Supplementary [removed: Data](#i114bb980a76d4374b88719941ffdde4d_58)] [added: Data](#i012aea77778a439287e106280d048f08_58)] | | | [removed: [50](#i114bb980a76d4374b88719941ffdde4d_58)] [added: [50](#i012aea77778a439287e106280d048f08_58)] | | |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
2 rewritten, 0 added, 0 removed, 0 unchanged
| [Item [removed: 9A.](#i114bb980a76d4374b88719941ffdde4d_61)] [added: 9A.](#i012aea77778a439287e106280d048f08_61)] | | | [Controls and [removed: Procedures](#i114bb980a76d4374b88719941ffdde4d_61)] [added: Procedures](#i012aea77778a439287e106280d048f08_61)] | | | [removed: [51](#i114bb980a76d4374b88719941ffdde4d_61)] [added: [50](#i012aea77778a439287e106280d048f08_61)] | | |
| [Item [removed: 9B.](#i114bb980a76d4374b88719941ffdde4d_1528)] [added: 9B.](#i012aea77778a439287e106280d048f08_64)] | | | [Other [removed: Information](#i114bb980a76d4374b88719941ffdde4d_1528)] [added: Information](#i012aea77778a439287e106280d048f08_64)] | | | [removed: [52](#i114bb980a76d4374b88719941ffdde4d_1528)] [added: [51](#i012aea77778a439287e106280d048f08_64)] | | |
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
8 rewritten, 2 added, 2 removed, 0 unchanged
| | | | [PART [removed: III](#i114bb980a76d4374b88719941ffdde4d_64)] [added: III](#i012aea77778a439287e106280d048f08_73)] | | | | | |
| [Item [removed: 10.](#i114bb980a76d4374b88719941ffdde4d_67)] [added: 10.](#i012aea77778a439287e106280d048f08_76)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i114bb980a76d4374b88719941ffdde4d_67)] [added: Governance](#i012aea77778a439287e106280d048f08_76)] | | | [removed: [53](#i114bb980a76d4374b88719941ffdde4d_67)] [added: [52](#i012aea77778a439287e106280d048f08_76)] | | |
| [Item [removed: 11.](#i114bb980a76d4374b88719941ffdde4d_70)] [added: 11.](#i012aea77778a439287e106280d048f08_79)] | | | [Executive [removed: Compensation](#i114bb980a76d4374b88719941ffdde4d_70)] [added: Compensation](#i012aea77778a439287e106280d048f08_79)] | | | [removed: [53](#i114bb980a76d4374b88719941ffdde4d_70)] [added: [52](#i012aea77778a439287e106280d048f08_79)] | | |
| [Item [removed: 12.](#i114bb980a76d4374b88719941ffdde4d_73)] [added: 12.](#i012aea77778a439287e106280d048f08_82)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i114bb980a76d4374b88719941ffdde4d_73)] [added: Matters](#i012aea77778a439287e106280d048f08_82)] | | | [removed: [53](#i114bb980a76d4374b88719941ffdde4d_73)] [added: [52](#i012aea77778a439287e106280d048f08_82)] | | |
| [Item [removed: 13.](#i114bb980a76d4374b88719941ffdde4d_76)] [added: 13.](#i012aea77778a439287e106280d048f08_85)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i114bb980a76d4374b88719941ffdde4d_76)] [added: Independence](#i012aea77778a439287e106280d048f08_85)] | | | [removed: [53](#i114bb980a76d4374b88719941ffdde4d_76)] [added: [52](#i012aea77778a439287e106280d048f08_85)] | | |
| [Item [removed: 14.](#i114bb980a76d4374b88719941ffdde4d_79)] [added: 14.](#i012aea77778a439287e106280d048f08_88)] | | | [Principal Accountant Fees and [removed: Services](#i114bb980a76d4374b88719941ffdde4d_79)] [added: Services](#i012aea77778a439287e106280d048f08_88)] | | | [removed: [53](#i114bb980a76d4374b88719941ffdde4d_79)] [added: [52](#i012aea77778a439287e106280d048f08_88)] | | |
| [Item [removed: 15.](#i114bb980a76d4374b88719941ffdde4d_85)] [added: 15.](#i012aea77778a439287e106280d048f08_94)] | | | [Exhibits and Financial Statement [removed: Schedule](#i114bb980a76d4374b88719941ffdde4d_85)] [added: Schedules](#i012aea77778a439287e106280d048f08_94)] | | | [removed: [53](#i114bb980a76d4374b88719941ffdde4d_85)] [added: [52](#i012aea77778a439287e106280d048f08_94)] | | |
| | | | [Index to Consolidated Financial Statements and Financial Statement [removed: Schedule](#i114bb980a76d4374b88719941ffdde4d_91)] [added: Schedul](#i012aea77778a439287e106280d048f08_100)[es](#i012aea77778a439287e106280d048f08_100)] | | | [removed: F-[1](#i114bb980a76d4374b88719941ffdde4d_91)] [added: F-[1](#i012aea77778a439287e106280d048f08_100)] | | |
| | | | [PART IV](#i012aea77778a439287e106280d048f08_91) | | | | | |
| | | | [Signatures](#i012aea77778a439287e106280d048f08_97) | | | [55](#i012aea77778a439287e106280d048f08_97) | | |
| | | | [PART IV](#i114bb980a76d4374b88719941ffdde4d_82) | | | | | |
| | | | [Signatures](#i114bb980a76d4374b88719941ffdde4d_88) | | | [56](#i114bb980a76d4374b88719941ffdde4d_88) | | |
Item 16. Form 10-K Summary
13 rewritten, 9 added, 1 removed, 26 unchanged
This Annual Report on Form 10-K for our fiscal year ended March 31, [removed: 2024] [added: 2025] (Annual Report), and the information and documents incorporated by reference within this Annual Report, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), which statements are subject to considerable risks and uncertainties.
- changes in consumer preferences [added: and the purchasing behavior of wholesale partners and consumers] impacting our brands and products, and the footwear and fashion industries;
- trends, seasonality, and weather impacting the demand for our [removed: products and the purchasing behavior of wholesale partners and consumers;][added: products;]
- the impact of our efforts to continue to advance sustainable and socially conscious business operations, and to meet the expectations that our investors and other stakeholders have with respect to our environmental, [removed: social] [added: social,] and governance [added: (ESG)] practices;
- expansion of our brands, product offerings, and investments in our [removed: Direct-to-Consumer (DTC) capabilities, including our] distribution facilities, e-commerce websites, and our retail store footprint;
- global geopolitical [removed: tensions,] [added: tensions and conflicts,] including the impact of economic sanctions on our [removed: transportation] [added: supply chain costs, such as those related to United States (US)] and [removed: energy costs;][added: foreign trade policies and the enactment of tariffs and retaliatory tariffs;]
- security breach or other disruption to our information technology (IT) systems, or those of our [removed: vendors;][added: vendors, and our effective utilization of technological advancements, including artificial intelligence;]
- our cash repatriation strategy regarding earnings of [removed: non-United States (US)] [added: non-US] subsidiaries and the resulting tax impacts; [added: and]
- the outcomes of legal proceedings, including the impact they may have on our business and intellectual property rights; [removed: and]
- the value of [removed: goodwill and other intangible assets,] [added: long-lived assets] and potential write-downs or impairment charges.
UGG® (UGG), HOKA® (HOKA), Teva® (Teva), [removed: Sanuk® (Sanuk),] [added: AHNU® (AHNU),] Koolaburra by UGG® (Koolaburra), [removed: AHNU® (AHNU), UGGpure® (UGGpure),] and UGGplushTM* *(UGGplush) are some of our trademarks.
[removed: Other trademarks or trade names appearing elsewhere within this Annual Report are the property of their respective owners.* *The] [added: The] trademarks and trade names within this Annual Report are referred to without the ® and ™ symbols, but such references should not be construed as any indication that their respective owners will not assert their rights to the fullest extent under applicable law.*
The defined periods for the fiscal years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] are stated herein as “year ended” or “years ended.” We also refer to these fiscal years as “fiscal year [removed: 2024,”] [added: 2025,”] “fiscal year [removed: 2023,”] [added: 2024,”] and “fiscal year [removed: 2022,”] [added: 2023,”] respectively.*
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
Other trademarks or trade names appearing elsewhere within this Annual Report are the property of their respective owners.
*During the fourth quarter of fiscal year 2025, we updated our reportable operating segments to better reflect changes in the way our Chief Operating Decision Maker (CODM) evaluates performance, makes operating decisions, and allocates resources.
In connection with executive leadership alignment, and the recent divestiture and phase out of certain brands, the CODM shifted resource allocation decisions and performance assessment to a brand focus, rather than a distribution channel focus.
Our reportable operating segments include the worldwide operations of the UGG brand, HOKA brand, and Other brands.
Refer to the section titled “Reportable Operating Segment Overview,” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and section titled* *“Basis of Presentation,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information.*
*On September 13, 2024, we effected a six-for-one forward stock split of our common stock and preferred stock (the stock split) and a proportional increase in our authorized shares of common stock, without changing the par value of $0.01 per share.
The common stock commenced trading on a post-stock split adjusted basis on September 17, 2024.* *Prior period results included in this Annual Report, including per share and share data, as well as stockholders’ equity balances, have been retroactively adjusted, as applicable, to reflect the effectiveness of the stock split.
Refer to the section titled “Basis of Presentation,” in Note 1, “General,” of our consolidated financial statements in* *Part IV within this Annual Report for further information regarding the stock split.*
- our plans to divest the Sanuk brand and the related terms and timing;
Item 1B. UNRESOLVED COMMENT LETTERS
0 rewritten, 3 added, 3 removed, 0 unchanged
UNRESOLVED COMMENT LETTERS
None.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
| [I](#i114bb980a76d4374b88719941ffdde4d_1497)[tem 1C.](#i114bb980a76d4374b88719941ffdde4d_1497) | | | [C](#i114bb980a76d4374b88719941ffdde4d_1497)[yber](#i114bb980a76d4374b88719941ffdde4d_1497)[security](#i114bb980a76d4374b88719941ffdde4d_1497) | | | [29](#i114bb980a76d4374b88719941ffdde4d_1497) | | |
| [Item 2.](#i114bb980a76d4374b88719941ffdde4d_22) | | | [Properties](#i114bb980a76d4374b88719941ffdde4d_22) | | | [30](#i114bb980a76d4374b88719941ffdde4d_22) | | |
| [Item 3.](#i114bb980a76d4374b88719941ffdde4d_25) | | | [Legal Proceedings](#i114bb980a76d4374b88719941ffdde4d_25) | | | [31](#i114bb980a76d4374b88719941ffdde4d_25) | | |
Item 1C. CYBERSECURITY
8 rewritten, 2 added, 2 removed, 25 unchanged
Our management team works closely with our Chief [removed: Technology] [added: Digital & Data] Officer [removed: (CTO)] [added: (CDDO)] and Chief Information Security Officer (CISO), ensuring that our cybersecurity efforts align with our business objectives and operational needs.
- establishing a dedicated action team, led by our [removed: CTO] [added: CDDO] and CISO, to oversee and manage cybersecurity risks;
In the three-year period ended March 31, [removed: 2024,] [added: 2025,] our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity [removed: threats] [added: threats, including as a result of any prior cybersecurity incidents experienced by either us] or [removed: incidents,] [added: third parties,] but we cannot provide assurance that they will not be materially affected in the future by such risks [removed: and] [added: or] any future material [removed: threats or] incidents.
Our Board [removed: of Directors] has delegated to the Audit Committee primary responsibility for oversight of risk assessment and risk management, including risks related to cybersecurity and information security issues.
Our [removed: CTO] [added: CDDO] and CISO, who head our cybersecurity and information security initiatives, provide quarterly updates to the Audit Committee, and annual updates to the full [removed: Board of Directors.][added: Board.]
[added: These updates cover various topics, such as efforts to] enhance our cybersecurity posture, operational and incident metrics, mitigation actions, and key performance indicators like cybersecurity maturity, program health, and audit and compliance activities.
Our [removed: CTO] [added: CDDO] and CISO have extensive experience in cybersecurity.
Our [removed: CTO] [added: CDDO] has served in his role since [removed: 2014.][added: September 2024.]
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
He has over 15 years of experience in digital transformations, enterprise technology, artificial intelligence, and data management.
These updates cover various topics, such as efforts to
He has also served in various roles in Information Technology for over 25 years, including the oversight of Information Security for 15 years.
Item 2. PROPERTIES
11 rewritten, 2 added, 0 removed, 8 unchanged
Corporate Headquarters. We [removed: have owned] [added: own] our 14-acre corporate headquarters located in Goleta, [removed: California since 2014.][added: California.]
Warehouses and DCs. We have a warehouse and DC located in Moreno Valley, California, which began operations during the fourth quarter of fiscal year [removed: 2015 and have since continued optimizing and expanding our operations at this location.][added: 2015.]
In October 2023, we began operations in a third US warehouse and DC [added: located] in Mooresville, Indiana.
Regional Offices. We have offices in [added: Austria,] Belgium, Canada, China, France, Germany, Hong Kong, Indonesia, Italy, Japan, the Netherlands, Switzerland, the UK, the US, and Vietnam, to perform a variety of functions, which include [added: supervising and] overseeing the quality and manufacturing standards of our products, design, product development, distribution, customer service, coordinating regional sales, operations, marketing, IT, and administration.
Retail Stores. As of March 31, [removed: 2024,] [added: 2025,] we have [removed: 49] [added: 50] US retail stores and [removed: 115] [added: 129] international retail stores, including in Austria, Belgium, Canada, China, France, Germany, Japan, the Netherlands, Switzerland, and the UK.
Other than our corporate headquarters, we lease our [removed: facilities,] [added: warehouses and DCs,] retail stores and [removed: other office spaces] [added: regional offices] from unrelated parties.
With the exception of [removed: certain] retail stores in our DTC [removed: business, cost] [added: channel, costs] associated with our [removed: facilities, flagship retail stores,] [added: warehouses] and [removed: other office spaces] [added: DCs and regional offices] are attributable to multiple reportable operating segments and are not [removed: allocated to them;] [added: allocated;] but instead reflected in unallocated [removed: overhead costs] [added: enterprise and shared brand expenses] in our results of operations.
Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” [removed: within this Annual Report] for further discussion and results of operations for our reportable operating [removed: segments.][added: segments and Note 12, “Reportable Operating Segments,” of our consolidated financial statements in Part IV within this Annual Report for additional information on unallocated enterprise and shared brand expenses.]
Significant Properties. The following table provides details regarding our significant physical properties that are operational as of March 31, [removed: 2024:][added: 2025:]
| [removed: Mooresville,] [added: Mooresville] Indiana (1st location) | | | | | | Warehouse and Distribution Center | | | | | | Lease | | | | | | 507,600 | | |
| [removed: Mooresville,] [added: Mooresville] Indiana (2nd location) | | | | | | Warehouse and Distribution Center | | | | | | Lease | | | | | | 1,015,902 | | |
We continue to optimize and invest in our operations at these locations.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
15 rewritten, 14 added, 12 removed, 18 unchanged
[added: Holders of Record.] As of May 9, [removed: 2024,] [added: 2025,] we had [removed: 31] [added: 28] stockholders of record based on the records of our transfer agent, which does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies.
[added: Unregistered Sales of Equity Securities.] We did not sell any equity securities that were not registered under the Securities Act during the year ended March 31, [removed: 2024.][added: 2025.]
We [removed: replaced the NYSE Composite Index (NYSE Composite Index) with] [added: use] the S&P 500 Index [removed: for the purposes of our stock performance graph,] as we believe [removed: this index] [added: it] is [removed: a more relevant] [added: the] benchmark [added: most relevant] to measure our performance.
Below is a graph comparing the percentage change in the cumulative total return on our common stock against the cumulative total return of the [removed: S&P] [added: Standard & Poor’s] 500 [removed: Index,] [added: Stock Index (S&P 500 Index) and] the S&P 500 Apparel, Accessories & Luxury Goods [removed: Index, and the NYSE Composite] Index for the five fiscal-year periods commencing March 31, [removed: 2019,] [added: 2020,] and ended March 31, [removed: 2024.][added: 2025.]
The data represented in the graph assumes one hundred dollars invested in our common stock and in each of the referenced indices on March 31, [removed: 2019.][added: 2020.]
[removed: ][added: ]
| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |
Our current revolving credit agreements allow us to declare and pay cash dividends, as long as we do not exceed certain leverage [removed: ratios] [added: ratios,] and no event of default has occurred.
Our Board [removed: of Directors] has approved various authorizations under our stock repurchase program to repurchase shares of our common stock in the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements, and other [removed: factors.][added: factors (collectively, the stock repurchase program).]
[removed: Our] [added: On May 21, 2025, our] Board [removed: of Directors last] approved an additional authorization of [removed: $1,200,000 on July 27, 2022,] [added: $2,250,000] to repurchase [added: shares of] our common stock under the same conditions as the prior stock repurchase [removed: programs (collectively, the stock repurchase program).][added: program.]
The [added: credit] agreements [removed: under] [added: governing] our revolving credit facilities allow us to make stock repurchases under this program, so long as we do not exceed certain leverage ratios.
As of March 31, [removed: 2024,] [added: 2025,] we have not exceeded the stated leverage [removed: ratios] [added: ratios,] and no defaults have occurred under [removed: our] [added: these] credit agreements.
Stock repurchase activity under our stock repurchase program during the three months ended March 31, [removed: 2024,] [added: 2025,] was as follows:
| | | | | | | Total [removed: number] [added: Number] of [removed: shares repurchased] [added: Shares Repurchased] (1) | | | | | | Weighted [removed: average price] [added: Average Price] per [removed: share paid] [added: Share] | | | | | | Dollar [removed: value] [added: Value] of [removed: shares repurchased] [added: Shares Repurchased] (2) (3) | | | | | | Dollar [removed: value] [added: Value] of [removed: shares remaining] [added: Shares Remaining] for [removed: repurchase] [added: Repurchase] (3) | | |
Refer to the section titled “Liquidity” under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 10, “Stockholders’ Equity,” of our consolidated financial statements in Part [removed: IV] [added: IV,] within this Annual [removed: Report] [added: Report,] for further information on repurchases of our common stock.
Market Information.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
| Deckers Outdoor Corporation | | | $ | 100.00 | | | | | $ | 246.58 | | | | | $ | 204.31 | | | | | $ | 335.44 | | | | | $ | 702.26 | | | | | $ | 500.46 | |
| S&P 500 Index | | | 100.00 | | | | | | 156.35 | | | | | | 180.81 | | | | | | 166.84 | | | | | | 216.69 | | | | | | 234.57 | | |
| S&P 500 Apparel, Accessories & Luxury Goods Index | | | 100.00 | | | | | | 204.01 | | | | | | 161.34 | | | | | | 111.79 | | | | | | 95.06 | | | | | | 86.86 | | |
As of March 31, 2025, our Board last approved an authorization of $1,200,000 on July 27, 2022.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
| January 1 - January 31, 2025 | | | | | | 8,087 | | | | | | $ | 185.46 | | | | | $ | 1,500 | | | | | $ | 639,192 | |
| February 1 - February 28, 2025 | | | | | | 1,252,130 | | | | | | 160.92 | | | | | | 201,492 | | | | | | 437,700 | | |
| March 1 - March 31, 2025 | | | | | | 517,524 | | | | | | 121.73 | | | | | | 62,999 | | | | | | 374,701 | | |
| Total | | | | | | 1,777,741 | | | | | | 149.62 | | | | | | $ | 265,991 | | | | | 374,701 | | |
Subsequent to March 31, 2025, through May 9, 2025, we repurchased 765,321 shares of our common stock at a weighted average price of $109.75 per share for $83,998.
As of May 9, 2025, we had $290,704 remaining authorized under the stock repurchase program.
Amounts may not calculate on rounded dollars.
On March 18, 2024, we were added to the Standard & Poor’s 500 Stock Index (S&P 500 Index).
We have continued to present the NYSE Composite Index within this Annual Report as a transitional measure.
| Deckers Outdoor Corporation | | | $ | 100.0 | | | | | $ | 91.2 | | | | | $ | 224.8 | | | | | $ | 186.3 | | | | | $ | 305.8 | | | | | $ | 640.2 | |
| S&P 500 Index | | | 100.0 | | | | | | 93.0 | | | | | | 145.4 | | | | | | 168.2 | | | | | | 155.2 | | | | | | 201.6 | | |
| S&P 500 Apparel, Accessories & Luxury Goods Index | | | 100.0 | | | | | | 49.8 | | | | | | 101.5 | | | | | | 80.3 | | | | | | 55.6 | | | | | | 47.3 | | |
| The NYSE Composite Index | | | 100.0 | | | | | | 83.4 | | | | | | 129.3 | | | | | | 141.0 | | | | | | 133.3 | | | | | | 162.7 | | |
The stock performance graph above is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section.
Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.
| January 1 - January 31, 2024 | | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | 1,046,000 | |
| February 1 - February 29, 2024 | | | | | | 87,196 | | | | | | 859.94 | | | | | | 74,983 | | | | | | 971,017 | | |
| March 1 - March 31, 2024 | | | | | | 31,998 | | | | | | 916.10 | | | | | | 29,313 | | | | | | 941,704 | | |
Subsequent to March 31, 2024, through May 9, 2024, we repurchased 130,927 shares at a weighted average price of $836.20 per share for $109,481, and had $832,223 remaining authorized under the stock repurchase program.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1 rewritten, 0 added, 0 removed, 0 unchanged
The Consolidated Financial Statements, the Financial Statement Schedule, and the Reports of Independent Registered Public Accounting Firm, are filed in a separate section following Part IV, as shown on the index under Item 15, “Exhibits and Financial Statement [removed: Schedule,”] [added: Schedules,”] within this Annual Report.
Item 9A. CONTROLS AND PROCEDURES
8 rewritten, 2 added, 1 removed, 13 unchanged
In addition, the design of any system of controls is [removed: also] based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Under the supervision and with the participation of management, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, [removed: 2024.][added: 2025.]
Based on that evaluation, our PEO and Principal Financial and Accounting Officer (PFAO) concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of March 31, [removed: 2024.][added: 2025.]
As of March 31, [removed: 2024,] [added: 2025,] our management, including our PEO and PFAO, assessed the effectiveness of our internal control over financial reporting using the criteria set forth in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (commonly referred to as COSO).
Based on this assessment, our management concluded that our internal control over financial reporting was effective based on [removed: those] [added: this] criteria.
[removed: INTERNAL] [added: CHANGES IN INTERNAL] CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rule 13a-15(d) of the Exchange Act during the three months ended March 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The certifications of our PEO and PFAO required by Rule 13a-14(a) of the Exchange Act are filed as Exhibit 31.1 and Exhibit 31.2, and furnished as Exhibit [removed: 32,] [added: 32.1,] to this Annual Report.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
PEO AND PFAO CERTIFICATIONS
PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER CERTIFICATIONS
Item 9B. OTHER INFORMATION
4 rewritten, 20 added, 5 removed, 3 unchanged
Our directors and officers may enter into trading plans or other arrangements with financial institutions to purchase or sell shares of our common [removed: stock, which plans or arrangements are intended to comply with the affirmative defense provisions of Rule 10b5-1 of the Exchange Act or which may represent a non-Rule 10b5-1 trading arrangement as defined under Item 408(a) of Regulation S-K.][added: stock.]
Set forth below is a summary of the adoption, modification, and termination activity of our directors and [added: executive] officers [removed: in] [added: with] respect [removed: of their] [added: to] Rule 10b5-1 trading plans during the three months ended March 31, [removed: 2024:][added: 2025:]
| Name & Title | | | | | | Adoption Date | | | | | | Termination Date | | | | | | Contract End Date | | | | | | Aggregate Shares [removed: Covered (in] [added: Covered (in] ones) [added: (1)] | | | [added: | | | | | |]
During the three months ended March 31, [removed: 2024,] [added: 2025,] no non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by our directors or [added: executive] officers.
These plans or arrangements may constitute Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, in each case as defined under Item 408(a) of Regulation S-K.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Angela Ogbechie, Chief Supply Chain Officer | | | | | | February 27, 2025 | | | | | | * | | | | | | December 31, 2025 | | | | | | 12,570 | | | | | | | | |
| Bonita Stewart, Director | | | | | | February 10, 2025 | | | | | | * | | | | | | May 27, 2026 | | | | | | 9,000 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
(1) The actual number of shares sold under the plan may depend on the vesting of certain performance-based equity awards and the number of shares withheld by us to satisfy our income tax withholding obligations and may vary from the number provided herein.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Stefano Caroti, Chief Commercial Officer | | | | | | March 7, 2024 | | | | | | * | | | | | | August 31, 2024 | | | | | | 10,000 | | |
| Steven Fasching, Chief Financial Officer | | | | | | November 6, 2023 | | | | | | February 9, 2024 (1) | | | | | | May 31, 2024 | | | | | | 5,000 | | |
(1) This trading plan was terminated automatically prior to the contract end date upon the sale of all shares covered by the plan.
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item will be disclosed in our definitive proxy statement on Schedule 14A (Proxy Statement) for our [removed: 2024] [added: 2025] annual meeting of stockholders and is incorporated herein by reference.
Our Proxy Statement will be filed with the SEC within 120 days after the end of the year ended March 31, [removed: 2024,] [added: 2025,] pursuant to Regulation 14A under the Exchange Act.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
432 rewritten, 317 added, 205 removed, 858 unchanged
*Refer to Part IV, “Index to Consolidated Financial Statements and Financial Statement [removed: Schedule,”] [added: Schedules,”] on page F-1 within this Annual Report for our Consolidated Financial Statements and the Reports of Independent Registered Public Accounting Firm.*
| 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of Deckers Outdoor Corporation, as amended [removed: through May 27, 2010 (Exhibit] [added: through](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm) [September 13, 202](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm)[4](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm) [(Exhibit] 3.1 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm)[’](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm)[s] Form 10-Q filed [removed: on August 9, 2010,] [added: on](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm) [October](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm) [31, 2024](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm)[,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000110465910043090/a10-11328_1ex3d1.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm)] | | |
| 3.2 | | | | | | [Amended and Restated Bylaws of Deckers Outdoor Corporation, as amended [removed: through June 5, 2018 (Exhibit 3.1 to] [added: through](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [September 9, 202](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm)[4](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [(Exhibit 3.](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm)[2](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [to] the Registrant’s [removed: Form 8-K filed on June 5, 2018,] [added: Form](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [filed on](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [October 31](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm)[, 2024](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm)[,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052118000018/ex31amendedandrestatedbyla.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm)] | | |
| [removed: 4.1] [added: #10.14] | | | | | | [removed: [Description of the Capital Stock of Deckers] [added: [Deckers] Outdoor Corporation [added: Management Incentive Plan] (Exhibit [removed: 4.1] [added: 10.1] to the Registrant’s Form [removed: 10-K] [added: 10-Q] filed on [removed: May 27, 2022,] [added: August 10, 2015,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm)] | | |
| #10.8 | | | | | | [Form of Change in Control and Severance Agreement (Exhibit [removed: 10.2 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm)[1](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm) [to] the Registrant’s Form 10-Q filed on [removed: August 6, 2020,] [added: August](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm) [1](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm)[, 202](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm)[4](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm)[,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit102.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm)] | | |
| #10.9 | | | | | | [Deckers Outdoor Corporation 2006 Equity Incentive Plan (Appendix A to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000095012906004208/v19151ddef14a.htm#010)[’](https://www.sec.gov/Archives/edgar/data/910521/000095012906004208/v19151ddef14a.htm#010)[s] Definitive Proxy Statement filed on April 21, 2006, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000095012906004208/v19151ddef14a.htm#010) | | |
| #10.10 | | | | | | [First Amendment to Deckers Outdoor Corporation 2006 Equity Incentive Plan, as amended through May 9, 2007 (Appendix A to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm)[’](https://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm)[s] Definitive Proxy Statement filed on April 9, 2007, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm) | | |
| #10.11 | | | | | | [Deckers Outdoor Corporation Second Amended and Restated Deferred Stock Unit Compensation Plan, effective December 16, 2015 (Exhibit 10.1 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm)[’](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm)[s] Form 10-Q filed on November 9, 2017, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm) | | |
| [removed: #10.12] [added: #10.13] | | | | | | [Deckers Outdoor Corporation Amended and Restated Deferred Compensation Plan, effective July 1, 2016 (Exhibit 10.2 to the Registrant’s Form 10-Q filed on November 9, 2017, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm) | | |
| [removed: #10.13] [added: #10.18] | | | | | | [removed: [Deckers] [added: [Form of Stock Unit Award Agreement (2023 Time-Based RSU) under Deckers] Outdoor Corporation [removed: Management] [added: 2015 Stock] Incentive Plan (Exhibit [removed: 10.1] [added: 10.26] to the Registrant’s Form [removed: 10-Q] [added: 10-K] filed on [removed: August 10, 2015,] [added: May 26, 2023,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)] | | |
| [removed: #10.14] [added: #10.16] | | | | | | [Deckers Outdoor Corporation 2015 [removed: Employee] Stock [removed: Purchase] [added: Incentive] Plan (Appendix [removed: A] [added: B] to the Registrant's Definitive Proxy Statement filed on July 29, 2015, and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#sa33040bc020d4b56b9872b54ca5bf927)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#s83a0de074d6a4bf4a60acbba8fd582f6)] | | |
| [removed: #10.15] [added: #10.17] | | | | | | [Deckers Outdoor Corporation [removed: 2015] [added: 2024] Stock Incentive Plan (Appendix B to the Registrant's Definitive Proxy Statement filed on July [removed: 29, 2015,] [added: 23, 2024,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#s83a0de074d6a4bf4a60acbba8fd582f6)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000031/deck-20240723.htm#i3c98b69978c44bedb92e3559961ceb2d_124)] | | |
| [removed: #10.16] [added: †#10.19] | | | | | | [Form of [removed: Performance] [added: Restricted] Stock [removed: Option] [added: Unit Award] Agreement under [added: Deckers Outdoor Corporation] 2015 Stock Incentive Plan [added: FY 2023 LTIP Financial Performance Award] (Exhibit [removed: 10.1] [added: 10.27] to the Registrant’s Form [removed: 8-K] [added: 10-K] filed on [removed: November 28, 2016,] [added: May 26, 2023,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052116000077/performancestockoptionagre.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)] | | |
| [removed: †#10.17] [added: †#10.21] | | | | | | [removed: [Form](https://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm)[of Performance] [added: [Form of Restricted] Stock [removed: Option] [added: Unit Award] Agreement under Deckers Outdoor Corporation 2015 Stock Incentive Plan [removed: (Exhibit 10.3] [added: FY 2024 LTIP Financial Performance Award](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm) [(Exhibit 10.24] to the Registrant’s Form [removed: 10-Q] [added: 10-K] filed on [removed: August 9, 2017,] [added: May 24, 2024,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm)] | | |
| [removed: #10.18] [added: #10.20] | | | | | | [Form of Stock Unit Award Agreement [removed: (2022 Time-Based] [added: (202](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm)[4](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm) [Time-Based] RSU) under Deckers Outdoor Corporation 2015 Stock Incentive [removed: Plan (Exhibit 10.2](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1027.htm)[7](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1027.htm) [to] [added: Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm)[(Exhibit 10.23 to] the Registrant’s Form 10-K filed on May [removed: 27, 2022,] [added: 24, 2024,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1027.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm)] | | |
| [removed: †#10.19] [added: †*#10.23] | | | | | | [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation 2015 Stock Incentive Plan FY [removed: 2022] [added: 2025] LTIP Financial Performance [removed: Award (Exhibit 10.28 to the Registrant’s Form 10-K filed on May 27, 2022, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1028.htm)] [added: Award](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1023.htm)] | | |
| [removed: #10.20] [added: *#10.22] | | | | | | [Form of Stock Unit Award Agreement [removed: (2023] [added: (2025] Time-Based RSU) under Deckers Outdoor Corporation 2015 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[(Exhibit 10.2](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[6](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm) [to the Registrant’s Form 10-K filed on May 2](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[6](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[, 202](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[3](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1022.htm)] | | |
| [removed: †#10.21] [added: †*#10.25] | | | | | | [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation [removed: 2015] [added: 2024] Stock Incentive Plan [removed: FY 2023] [added: -] LTIP Financial Performance [removed: Award](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[(Exhibit 10.2](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[7](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm) [to the Registrant’s Form 10-K filed on May 2](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[6](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[, 202](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[3](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)] [added: Award](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1025.htm)] | | |
| [removed: *#10.23] [added: *#10.24] | | | | | | [Form of Stock Unit Award Agreement [removed: (202](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm)[4](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm) [Time-Based] [added: (Time-Based] RSU) under Deckers Outdoor Corporation [removed: 2015] [added: 2024] Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1024.htm)] | | |
| *21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit211.htm)] | | |
| *23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit231.htm)] | | |
| *31.1 | | | | | | [Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as [removed: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit311.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit311.htm)] | | |
| *31.2 | | | | | | [Certification of the Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as [removed: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit312.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit312.htm)] | | |
| 32.1 | | | | | | [removed: [Certification pursuant] [added: [Certification](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit321.htm) [of the Principal Executive Officer and the Principal Financial and Accounting](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit321.htm) [Officer](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit321.htm) [pursuant] to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as [removed: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit321.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit321.htm)] | | |
| [removed: *97.1] [added: 97.1] | | | | | | [removed: [C](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit971.htm)[lawback] [added: [Clawback] and Forfeiture Policy](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit971.htm) [added: [(Exhibit 97.1 to the Registrant’s Form 10-K filed on May 24, 2024, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit971.htm)] | | |
† Certain of the [removed: exhibits and] schedules [added: (and similar attachments)] to this [removed: Exhibit Index] [added: exhibit] have been omitted in accordance with Item 601(a)(5) of Regulation S-K.
A copy of any omitted schedule [removed: or exhibit] [added: (or similar attachment)] will be furnished to the Securities and Exchange Commission upon request.
Date: May [removed: 24, 2024][added: 23, 2025]
| /s/ [removed: DAVE POWERS] [added: STEFANO CAROTI] | | | Chief Executive Officer, President, and Director (Principal Executive Officer) | | | May [removed: 24, 2024] [added: 23, 2025] | | |
| /s/ STEVEN J. FASCHING | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | May [removed: 24, 2024] [added: 23, 2025] | | |
| /s/ DAVID A. BURWICK | | | Director | | | May [removed: 24, 2024] [added: 23, 2025] | | |
| /s/ NELSON C. CHAN | | | Director | | | May [removed: 24, 2024] [added: 23, 2025] | | |
| /s/ CYNTHIA (CINDY) L. DAVIS | | | [removed: Director] [added: Chair of the Board] | | | May [removed: 24, 2024] [added: 23, 2025] | | |
| /s/ JUAN R. FIGUEREO | | | Director | | | May [removed: 24, 2024] [added: 23, 2025] | | |
| /s/ MAHA S. IBRAHIM | | | Director | | | May [removed: 24, 2024] [added: 23, 2025] | | |
| /s/ VICTOR LUIS | | | Director | | | May [removed: 24, 2024] [added: 23, 2025] | | |
| /s/ LAURI M. SHANAHAN | | | Director | | | May [removed: 24, 2024] [added: 23, 2025] | | |
| /s/ BONITA C. STEWART | | | Director | | | May [removed: 24, 2024] [added: 23, 2025] | | |
AND FINANCIAL STATEMENT [removed: SCHEDULE][added: SCHEDULES]
| [Report of Independent Registered Public Accounting Firm - Consolidated Financial [removed: Statements](#i114bb980a76d4374b88719941ffdde4d_97)] [added: Statements](#i012aea77778a439287e106280d048f08_106)] (KPMG LLP, Los Angeles, CA, Auditor Firm ID: 185) | | | [removed: F-[2](#i114bb980a76d4374b88719941ffdde4d_97)] [added: F-[2](#i012aea77778a439287e106280d048f08_106)] | | |
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
| *4.1 | | | | | | [Description of the Capital Stock of Deckers Outdoor Corporation](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit41.htm) | | |
| *#10.12 | | | | | | [Deckers Outdoor Corporation Deferred Stock Unit Compensation Plan, effective September 9, 2024](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1012.htm) | | |
| #10.15 | | | | | | [Deckers Outdoor Corporation 2024 Employee Stock Purchase Plan (Appendix A to the Registrant's Definitive Proxy Statement filed on July 23, 2024, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000031/deck-20240723.htm#i3c98b69978c44bedb92e3559961ceb2d_121) | | |
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
| 19.1 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm)[(Exhibit 19.1 to the Registrant’s Form 10-K filed on May 24, 2024, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm) | | |
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
| Stefano Caroti | | | | | | | | |
| /s/ DAVE POWERS | | | Director | | | May 23, 2025 | | |
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
May 23, 2025
May 23, 2025
| | | | 2025 | | | | | | 2024 | | |
| Additional paid-in capital | | | 253,466 | | | | | | 243,050 | | |
| Retained earnings | | | 2,307,699 | | | | | | 1,913,615 | | |
| Other comprehensive income (loss), net of tax | | | | | | | | | | | | | | | | | |
| Unrealized gain on cash flow hedges | | | 1,584 | | | | | | — | | | | | | — | | |
| Basic | | | $ | 6.36 | | | | | $ | 4.89 | | | | | $ | 3.25 | |
| Diluted | | | $ | 6.33 | | | | | $ | 4.86 | | | | | $ | 3.23 | |
| Basic | | | 151,992 | | | | | | 155,225 | | | | | | 159,023 | | |
| Diluted | | | 152,670 | | | | | | 156,285 | | | | | | 160,111 | | |
| Balance, March 31, 2022 | | | 161,895 | | | | | | $ | 1,619 | | | | | $ | 208,741 | | | | | $ | 1,353,420 | | | | | $ | (24,955) | | | | | $ | 1,538,825 | |
| Balance, March 31, 2023 | | | 157,054 | | | | | | 1,571 | | | | | | 230,841 | | | | | | 1,572,356 | | | | | | (39,035) | | | | | | 1,765,733 | | |
| Balance, March 31, 2024 | | | 153,554 | | | | | | 1,536 | | | | | | 243,050 | | | | | | 1,913,615 | | | | | | (50,733) | | | | | | 2,107,468 | | |
| Repurchases of common stock ([Note](#i012aea77778a439287e106280d048f08_154) 10) | | | (3,800) | | | | | | (38) | | | | | | — | | | | | | (566,964) | | | | | | — | | | | | | (567,002) | | |
| Excise taxes related to repurchases of common stock | | | — | | | | | | — | | | | | | — | | | | | | (5,043) | | | | | | — | | | | | | (5,043) | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 966,091 | | | | | | — | | | | | | 966,091 | | |
| Balance, March 31, 2025 | | | 150,201 | | | | | | $ | 1,502 | | | | | $ | 253,466 | | | | | $ | 2,307,699 | | | | | $ | (49,654) | | | | | $ | 2,513,013 | |
| Proceeds from sale of assets | | | 11,168 | | | | | | 34 | | | | | | 12 | | |
| Cash paid for excise taxes related to repurchases of common stock | | | (3,985) | | | | | | — | | | | | | — | | |
Recent Developments.
During the third quarter of fiscal year 2025, the Company began taking steps to phase out its standalone operations for the Koolaburra brand in order to maintain focus on the Company’s most significant organic opportunities.
The Company closed Koolaburra.com as of March 31, 2025, and plans to wind down the Koolaburra brand in the wholesale channel by the end of calendar year 2025.
As of March 31, 2025, the Company has not incurred, and does not expect to incur, material exit costs or obligations associated with this plan.
During the second quarter of fiscal year 2025, the Company entered into an agreement pursuant to which the buyer purchased the Sanuk brand and certain related assets, which was completed on August 15, 2024 (Sanuk Brand Sale Date).
The Company determined that the divestiture of the Sanuk brand did not represent a strategic shift that had or will have a major effect on the consolidated results of operations, and therefore results of this business were not classified as discontinued operations.
The Company’s financial results for its reportable operating segments present the former Sanuk brand within the Other brands reportable operating segment through the Sanuk Brand Sale Date for the year ended March 31, 2025, and full financial results for the years ended March 31, 2024, and 2023.
Refer to Note 3, “Goodwill and Other Intangible Assets,” for further information on Sanuk brand assets.
The various brands within Other brands are aggregated within one reportable operating segment as each brand shares similar economic and qualitative characteristics.
During the fourth quarter of fiscal year 2025, the financial information regularly used by the chief operating decision maker (CODM), who is the Principal Executive Offic*er,* to evaluate performance, make operating decisions, and allocate resources was revised.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| †#10.22 | | | | | | [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation 2015 Stock Incentive Plan FY 2023 LTIP Financial Performance Award, 2-year term](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)[(Exhibit 10.28 to the Registrant’s Form 10-K filed on May 2](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)[6](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)[, 20](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)[23](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)[, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm) | | |
| †*#10.24 | | | | | | [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation 2015 Stock Incentive Plan FY 202](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm)[4](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm) [LTIP Financial Performance Award](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm) | | |
| *19.1 | | | | | | [I](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm)[nsider](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm) [Trading Pol](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm)[icy](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm) | | |
| /s/ MICHAEL F. DEVINE, III | | | Chair of the Board | | | May 24, 2024 | | |
| Michael F. Devine, III | | | | | | | | |
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
May 24, 2024
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | As of March 31, | | | | | | | | |
| ASSETS | | | | | | | | | | | |
| Additional paid-in capital | | | 245,149 | | | | | | 232,932 | | |
| Retained earnings | | | 1,912,797 | | | | | | 1,571,574 | | |
| | | | | | | | | | | | | | | | | | |
| | | | Years Ended March 31, | | | | | | | | | | | | | | |
| Basic | | | $ | 29.36 | | | | | $ | 19.50 | | | | | $ | 16.43 | |
| Diluted | | | $ | 29.16 | | | | | $ | 19.37 | | | | | $ | 16.26 | |
| Basic | | | 25,871 | | | | | | 26,504 | | | | | | 27,508 | | |
| Diluted | | | 26,048 | | | | | | 26,686 | | | | | | 27,789 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, March 31, 2021 | | | 27,910 | | | | | | $ | 279 | | | | | $ | 203,310 | | | | | $ | 1,257,379 | | | | | $ | (16,743) | | | | | $ | 1,444,225 | |
| Repurchases of common stock ([Note](#i114bb980a76d4374b88719941ffdde4d_145) 10) | | | (1,044) | | | | | | (10) | | | | | | — | | | | | | (356,643) | | | | | | — | | | | | | (356,653) | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 451,949 | | | | | | — | | | | | | 451,949 | | |
| Balance, March 31, 2022 | | | 26,982 | | | | | | 270 | | | | | | 210,825 | | | | | | 1,352,685 | | | | | | (24,955) | | | | | | 1,538,825 | | |
| Balance, March 31, 2023 | | | 26,176 | | | | | | 262 | | | | | | 232,932 | | | | | | 1,571,574 | | | | | | (39,035) | | | | | | 1,765,733 | | |
| Balance, March 31, 2024 | | | 25,593 | | | | | | $ | 255 | | | | | $ | 245,149 | | | | | $ | 1,912,797 | | | | | $ | (50,733) | | | | | $ | 2,107,468 | |
| Proceeds from sales of property and equipment | | | 34 | | | | | | 12 | | | | | | 8 | | |
| Cash and cash equivalents at beginning of period | | | 981,795 | | | | | | 843,527 | | | | | | 1,089,361 | | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
To the extent there are differences between these estimates and actual results, the Company’s consolidated financial statements may be materially affected.
During October 2023, the Company announced that it intends to divest the Sanuk brand as it focuses on allocating resources that best align with its long-term objectives.
Cost includes sourcing as well as inventory procurement costs, including freight, duty, and handling fees which are subsequently expensed to cost of sales.
*Asset Retirement Obligations*.
Indefinite-lived intangible assets consist of the Teva brand trademark.
These impairment charges were due to the underperformance of certain retail stores that resulted in the carrying value exceeding the estimated fair value, which is determined based on an estimate of the future discounted cash flows.
Overhead includes certain costs for planning, purchasing, quality control, freight, and duties.
All research and development costs are expensed as incurred.
The Company holds all its non-qualified deferred compensation plan investments in mutual funds.
An excerpt. Shown here: 40 of 432 rewritten, 40 of 317 added and 40 of 205 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2025 filing and the FY2024 filing.