Deckers Outdoor 2026 10-K Annual Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington**, D.C. 20549**

FORM 10-K

For the Fiscal Year Ended March 31, 2026

For the transition period from to

Commission File Number: 001-36436

DECKERS OUTDOOR CORP****ORATION

(Exact name of registrant as specified in its charter)

250 Coromar Drive**,** Goleta**,** California 93117

(Address of principal executive offices) (Zip Code)

(805) 967-7611

(Registrant’s telephone number, including area code)

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of

the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of

the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant

was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be

submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for

such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”

“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to Section

13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment

of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act

(15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial

statements of the registrant included in the filing reflect the correction of an error to previously issued financial

statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of

incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery

period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

At September 30, 2025, 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 $14,764,483,936, 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 stock, par value $0.01 per share, on the New York

Stock Exchange on that date, which was $101.37. This calculation does not reflect a determination that persons are

affiliates for any other purposes.

As of the close of business on May 1, 2026, the number of outstanding shares of the registrant’s common stock, par

value $0.01 per share, was 138,880,957.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement on Schedule 14A relating to the registrant’s 2026 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.

Table of Contents 1

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

| | PART II | | | Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 30 |

| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 | | Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 44 | | Item 8. | Financial Statements and Supplementary Data | 46 |

| Item 9A. | Controls and Procedures | 46 | | Item 9B. | Other Information | 48 |

| | PART III | | | Item 10. | Directors, Executive Officers, and Corporate Governance | 49 | | Item 11. | Executive Compensation | 49 | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 49 | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 49 | | Item 14. | Principal Accountant Fees and Services | 49 | | | PART IV | | | Item 15. | Exhibits and Financial Statement Schedules | 50 | | | Signatures | 53 | | | Index to Consolidated Financial Statements and Financial Statement Schedules | F-1 |

| | | | | *Not applicable. | | |

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K for our fiscal year ended March 31, 2026 (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). These forward-looking statements are intended to qualify for the safe harbor from liability established by the

Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements other than statements of

historical fact contained in, or incorporated by reference within, this Annual Report. We have attempted to identify forward-

looking statements by using words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,”

“project,” “should,” “will,” or “would,” and similar expressions or the negative of these expressions. Such statements are subject

to a number of assumptions, risks and uncertainties, many of which are beyond our control. Consequently, actual future results

could differ materially from our expectations due to a number of factors including, but not limited to:

• global geopolitical conflicts, instability and uncertainty, including the resulting impact on our supply chain;

• United States (US) and international trade policies, tariffs and retaliatory measures, including the impact on

our results of operations;

• changes in consumer preferences and the purchasing behavior of wholesale partners and consumers,

including shifts in technology, impacting our brands and products, and the footwear and fashion industries;

• global economic trends, including foreign currency exchange rate fluctuations and the effectiveness of our

hedging strategies, changes in interest rates, inflationary pressures, commodity price volatility, and

recessionary concerns;

• the ability to effectively compete in a highly competitive footwear, apparel, and accessories industry;

• the operational challenges faced by our warehouses and distribution centers (DCs), wholesale partners, global

third-party logistics providers (3PLs), and third-party carriers, including those arising from global supply chain

disruptions, labor shortages, and logistics constraints;

• availability of materials and manufacturing capacity, the reliability of overseas production and storage, and the

geographic concentration of manufacturing operations;

• expansion of our brands, product offerings, and investments in our distribution facilities, e-commerce websites,

and retail store footprint;

• our business, operating, investing, capital allocation, marketing, and financing plans and strategies;

• changes to our product distribution strategies, including product allocation and segmentation strategies;

• trends, seasonality, and weather impacting the demand for our products;

• changes to the geographic and seasonal mix of our brands and products;

• the impact of our efforts to continue to advance sustainable and socially conscious business operations, and

our ability to meet the expectations of our investors and other stakeholders with respect to our environmental,

social, and governance (ESG) practices;

• the effects of climate change, natural disasters, and public health issues, and the resulting impact on our

business and our customers, consumers, suppliers, and business partners;

• security breach or other disruption to our information technology (IT) systems, or those of our vendors;

• our ability to effectively utilize and implement technological advancements, including artificial intelligence (AI),

and risks associated with third-party service providers and interconnected systems;

• the outcomes of legal proceedings, including the impact they may have on our business and intellectual

property rights;

• our interpretation of applicable global tax regulations and changes in global tax laws and audits that may

impact our tax liability and effective tax rates;

• our cash repatriation strategy regarding earnings of non-US subsidiaries and the resulting tax impacts; and

• the value of long-lived assets and potential write-downs or impairment charges.

Forward-looking statements represent management’s current expectations and predictions about trends affecting our business

and industry and are based on information available at the time such statements are made. Although we do not make forward-

looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy or

completeness. Forward-looking statements involve numerous known and unknown risks, uncertainties, and other factors that

may cause our actual results, performance, or achievements to be materially different from any future results, performance or

achievements predicted, assumed, or implied by the forward-looking statements. Some of the risks and uncertainties that may

cause our actual results to materially differ from those expressed or implied by these forward-looking statements are described in

Part I, Item 1A, “Risk Factors,” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of

Operations,” within this Annual Report, as well as in our other filings with the Securities and Exchange Commission (SEC), which

are available free of charge on the SEC’s website at www.sec.gov and our website at ir.deckers.com. You should read this

Annual Report, including the information and documents incorporated by reference herein, in its entirety and with the

understanding that our actual future results may be materially different from the results expressed or implied by these forward-

looking statements. Moreover, new risks and uncertainties emerge occasionally, and it is not possible for management to predict

all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or

combination of factors, may cause our actual future results to be materially different from any results expressed or implied by any

forward-looking statements. Except as required by applicable law or the listing rules of the New York Stock Exchange, we

expressly disclaim any intent or obligation to update any forward-looking statements. We qualify all our forward-looking

statements with these cautionary statements.

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PART I

References within this Annual Report to “Deckers,” “we,” “our,” “us,” “management,” or the “Company” refer to

Deckers Outdoor Corporation, together with its consolidated subsidiaries. HOKA® (HOKA), UGG® (UGG), Teva®

(Teva), Koolaburra by UGG® (Koolaburra), AHNU® (AHNU), UGGpure® (UGGpure) and UGGplush**TM (UGGplush)

are some of our trademarks. Other trademarks or trade names appearing elsewhere within this Annual Report are

the property of their respective owners. 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.

Unless otherwise indicated, all figures herein are expressed in thousands, except share and per share data*.*

R**eferences to “domestic” refer to our business and operations in t**he US*.* The periods covered by the fiscal years

ended March 31, 2026*,* 2025*, and* 2024 are stated herein as “year ended” or “years ended.” We also refer to these

fiscal years as “fiscal year 2026,” “fiscal year 2025,” and “fiscal year 2024,” respectively. Fiscal year 2026 is also

referred to as “the current period” and fiscal year 2025 is referred to as “the prior period”.

General

We are a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories

developed for both everyday casual lifestyle use and high-performance activities. We market our products primarily

under three proprietary brands: HOKA, UGG, and Teva.

Our brands compete across the fashion and casual lifestyle, performance, running, and outdoor markets. We

believe our products are distinctive and appeal to a broad demographic. Our brands sell our products through

quality domestic and international retailers and international distributors in our wholesale channel, and directly to

global consumers through our Direct-to-Consumer (DTC) channel, which is comprised of an e‑commerce and retail

store presence. We seek to differentiate our brands and products by offering diverse lines that emphasize fashion,

performance, authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons,

and demographic groups. Independent third-party contractors manufacture all of our products (independent

manufacturers).

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Brands

		The HOKA brand is an authentic premium line of year- round performance footwear, which offers enhanced cushioning and inherent stability with minimal weight. Originally designed for ultra-runners, the brand now appeals to world champions, tastemakers, and everyday athletes. Expansion into additional product categories, elevated marketing campaigns, and investments in brand experiences, coupled with 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 global marketplace. The HOKA brand’s product line includes running, trail, hiking, fitness, and lifestyle footwear offerings, as well as apparel and accessories.
		The UGG brand is one of the most iconic and recognized brands in our industry, which highlights our successful track record of building niche brands into consumer- focused fashion lifestyle market leaders. Born on the California coast to warm surfers after they caught and rode the waves, we create iconic products and experiences that are made for people to feel comfort, softness, warmth, and confidence. With loyal consumers around the world, innovative products, and elevated storytelling, the UGG brand has proven to be a highly resilient consumer-focused line of premium footwear, apparel, and accessories that has driven both domestic and international sales growth with year-round product offerings that appeal to a growing global audience and a broad demographic.
		Other brands consist primarily of the Teva brand. The Teva brand’s products are built for a range of outdoor pursuits and include a variety of footwear options, from classic sandals and shoes to boots.

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The Other brands reportable operating segment includes financial results of the Koolaburra brand and AHNU brand,

for which the phase out of standalone operations were completed during the third and fourth quarters of fiscal year

2026, as well as financial results for the former Sanuk brand during the prior period through the sale date of August

15, 2024 (Sanuk Brand Sale Date).

Refer to the section titled “Reportable Operating Segments” below for further details about our reportable operating

segments.

Channel Distribution

We operate omnichannel global marketplaces for our brands where consumers can shop and experience our

brands seamlessly across both channels outlined below.

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 our wholesale partners to serve a broad base of end consumers.

We sell 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.

We continue to expand our HOKA brand wholesale distribution globally, including through additional mono-branded

locations operated by partner retailers.

We sell our UGG brand products primarily through fashion lifestyle retailers, higher-end department stores,

streetwear and sports style partners, online retailers and partner retailers. As the retail marketplace continues to

evolve to reflect changing consumer preferences, we continually review and evaluate our UGG wholesale

distribution and product segmentation approach.

We sell our Teva brand products primarily through outdoor and sporting goods retailers, fashion lifestyle retailers,

large national retail chains, higher-end department stores, and online retailers.

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 omnichannel marketplace, which engenders brand loyalty while increasing product sales and

improving our inventory productivity. In addition, we believe some of our consumers interact with both before making

purchasing decisions in store and online. For example, consumers may feel or try on products in our retail stores

and then place an order online later, or they may initially research products online and then make a purchase in

store.

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. Our e‑commerce websites provide consumers with access to the broadest selection and

assortment of our products. As of March 31, 2026, we operate Company-owned e-commerce websites in 54

different countries.

Retail Stores*.* Retail stores enable us to expose consumers to a curated selection of products and directly influence

our consumers’ experience with our brands. We continue to open mono-branded retail stores in key markets to

further grow the UGG brand and HOKA brand presence and appeal to a broader consumer base, while also

prioritizing the revitalization and recalibration of our existing retail store fleet to enhance overall brand impact and

consumer experience. As of March 31, 2026, we have a total of 203 global Company-owned retail stores (including

141 UGG brand retail stores and 62 HOKA brand retail stores), which include 105 concept stores and 98 outlet

stores.

Geographic Distribution

US Distribution. In our wholesale channel, we sell our products in the US through sales representatives, organized

by brand and either geography or account type, as each brand generally has certain strategic customers that expect

a dedicated sales team with specialized knowledge of the brand’s product offerings. In addition to our wholesale

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channel, we sell products directly to consumers through our DTC channel and fulfill online orders through our

warehouses and DCs, and retail stores. We currently distribute products sold in the US through our DCs in Moreno

Valley, California, and Mooresville, Indiana. We also distribute products to our wholesale channel customers through

a DC bypass program.

International Distribution. Collectively, our brands are sold internationally, including in Canada, Europe, Asia, and

Latin America. We sell our products internationally in our wholesale channel through wholly owned subsidiaries and

independent distributors, some of which operate partner retail stores. In addition, in certain countries we sell

products through our DTC channel. For our wholesale and DTC channels, we distribute our products through a

number of warehouses and DCs managed by 3PLs in certain international locations. We are currently transitioning

one of our international 3PLs to a new partner.

Refer to Part I, Item 2, “Properties,” and Note 7, “Leases,” of our consolidated financial statements in Part IV within

this Annual Report for further information on our properties and leases. Refer to Note 2, “Revenue Recognition and

Business Concentrations,” of our consolidated financial statements in Part IV within this Annual Report for further

information regarding geographic areas and concentration of related business risks.

Reportable Operating Segments

As of March 31, 2026, our three reportable operating segments include the worldwide operations of the HOKA

brand, UGG brand, and Other brands (collectively, our reportable operating segments). Other brands consist

primarily of the Teva brand. The Other brands reportable operating segment includes current and historical results of

brands previously sold and brands for which standalone operations have been phased out, as discussed below.

Consistent with our continuous focus on pursuing the most profitable long-term opportunities, we have taken the

following strategic actions to streamline our brand portfolio within the Other brands reportable operating segment:

• During the second quarter of fiscal year 2026, we began phasing out standalone operations for the

AHNU brand. We closed Ahnu.com as of October 1, 2025, and completed the phase out of the

AHNU brand in the wholesale channel during third and fourth quarters of fiscal year 2026. We did

not incur material exit costs or obligations associated with this plan.

• During the third quarter of fiscal year 2025, we began phasing out standalone operations for the

Koolaburra brand. We closed Koolaburra.com as of the end of fiscal year 2025 and completed the

phase out of the Koolaburra brand in the wholesale channel during the third and fourth quarters of

fiscal year 2026. We did not incur material exit costs or obligations associated with this plan.

• The sale of the Sanuk brand was completed during the second quarter of fiscal year 2025. The

financial results for the reportable operating segments present the former Sanuk brand through the

Sanuk Brand Sale Date.

Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”

the section titled “Basis of Presentation,” in Note 1, “General,” and to Note 13, “Reportable Operating Segments,” of

our consolidated financial statements in Part IV within this Annual Report for further information on our reportable

operating segments.

Product Design and Development

We are committed to designing innovative, functional, and distinctive products that enable consumers to move

through the world with greater comfort, confidence, and performance. Our design and development teams

collaborate to create seasonal product lines that meet consumers where they are and exceed their expectations.

Each brand follows a disciplined product creation path that begins with engaging key consumer segments to gather

insights, conducting in-depth market and trend analysis, and incorporating color and material research. While this

process is consistent across the portfolio, each brand applies it differently based on its unique consumer and design

philosophy. The HOKA brand emphasizes high‑performance innovation informed by biomechanics, athlete

partnerships, and iterative dynamic testing to refine cushioning systems, rocker geometries, and technical

components. The UGG brand focuses on premium materials, sensory comfort, and modern lifestyle aesthetics, with

development centered on tactile experience, durability, and seasonal versatility. The Teva brand product creation

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focuses on offerings to reflect its modern outdoor versatility. These differentiated approaches ensure that each

brand delivers products that reflect its identity and the expectations of its target consumer.

Throughout the creation process, our teams conduct concept and design reviews, develop prototypes assembled by

our independent manufacturers, and complete multiple rounds of sampling for fit, comfort, and performance.

Depending on the brand and product application, this may include athlete testing or specialized laboratory testing

performed by external partners. Our internal research and development specialists collaborate with experts in

engineering, industrial design, chemistry, and materials science to advance new technologies, cushioning systems,

and material innovations that can be leveraged across brands. At every stage, we evaluate raw material availability

and cost, manufacturing capabilities and capacity, and target product pricing. Our multi‑brand portfolio enables us to

share learnings, scale innovations, and drive efficiencies across product lines, supporting both product excellence

and operational performance.

Marketing and Advertising

Our marketing and advertising efforts are designed to strengthen brand awareness, deepen consumer engagement,

and drive purchase intent across our portfolio of brands. We seek to connect with consumers through distinctive

brand storytelling, product innovation, consumer insights, and integrated marketing campaigns that communicate

the unique positioning of each brand and support long-term brand affinity.

We invest in a mix of digital advertising, social media, influencer and ambassador partnerships, experiential

activations, content, public relations, and traditional media to deliver relevant and impactful messaging. These

efforts are intended to attract new consumers, retain and engage existing consumers, and reinforce the authenticity,

relevance and desirability of our brands.

Our campaigns reflect the distinct positioning of each brand. The HOKA brand highlights its premium performance

heritage rooted in enhanced cushioning, inherent stability, and minimal weight, appealing to world champions,

tastemakers, and everyday athletes across running, trail, hiking, fitness, and lifestyle categories for its footwear,

apparel, and accessories. The UGG brand emphasizes its iconic status and year‑round premium footwear, apparel,

and accessories that resonate with a broad global audience, creating iconic products and experiences made for a

growing global demographic to feel comfort, softness, warmth, and confidence. The Teva brand emphasizes modern

outdoor versatility, responsible materials, and elevated design.

We continually evaluate the effectiveness of our marketing investments and adjust our strategies to align with

evolving consumer behaviors and marketplace trends.

Manufacturing and Supply Chain

The production of our finished goods is outsourced to independent manufacturers, the majority of which are in

Southeast Asia. During the year ended March 31, 2026, production of our finished goods was predominantly from

Vietnam and Indonesia, while less than 5% was from China or any other individual country. We continue to diversify

our independent manufacturers and the regions in which they operate.

Production by our independent manufacturers is performed in accordance with our detailed product specifications

and rigorous quality control and operating compliance standards. We maintain a buying office in Hong Kong, as well

as on-site supervisory offices in Vietnam, China, and Indonesia, which collectively serve as a strong link to our

independent manufacturers. We believe our substantial regional presence enhances our manufacturing processes

by providing predictability of material availability and ensuring adherence to quality control standards and final

design specifications.

We generally purchase products from 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, shifts in economic conditions, changes in international trade relations, and evolving

inventory management requirements.

The majority of the raw materials and components used in the production of our products by our independent

manufacturers are purchased from independent suppliers that we designate (designated suppliers), who work with

subcontractors that extract, process, or convert these raw materials.

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Sheepskin used to manufacture a significant portion of our UGG brand products is sourced primarily from Australia

and processed by two tanneries in China. We currently enter into fixed purchasing contracts with designated

suppliers of sheepskin and sugarcane-derived ethylene-vinyl acetate (sugarcane-derived EVA) to manage price

volatility and ensure availability. Excluding sheepskin, UGGplush, UGGpure, sugarcane-derived EVA, and certain

branded components, we believe that substantially all raw materials and components used to manufacture our

products are generally available from multiple sources at competitive prices. While alternative materials may be

available for certain branded components, which may be limited, such alternatives would not include the same

trademarks. We believe current supplies are sufficient to meet our anticipated demand for the next 12 months.

Refer to the subsection titled “Contractual Obligations” under the section “Liquidity” within Part II, Item 7,

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 8,

“Commitments and Contingencies,” of our consolidated financial statements in Part IV within this Annual Report for

further information on our purchase obligations.

We require our independent manufacturers and designated suppliers to adopt our Ethical Supply Chain Supplier

Code of Conduct (Supplier Code of Conduct), which 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

section titled “Environmental, Social, and Governance” below for further information.

Inventory Management and Product Returns

We have an extended design and manufacturing process, which involves product designs, the purchase of raw and

other materials, inventory accumulation, the subsequent sale of finished product, and the collection of resulting

accounts receivable. This production cycle results in significant liquidity requirements and working capital

fluctuations throughout our fiscal year. Because the cycle typically involves long lead times, which requires us to

make manufacturing decisions several months in advance of anticipated customer demand, it is challenging for us

to accurately estimate and manage our inventory and working capital requirements.

We manage our inventory levels by considering existing orders, as well as forecasted sales and budgets by brand

for both the wholesale and DTC channels, taking into account customer delivery requirements. Our systems and

processes are designed to improve our product planning and forecasting, inventory control and supply chain

management capabilities, including our Company-owned e-commerce websites. In addition, added discipline

around SKU productivity, product purchasing decisions, lead time reduction, and selling excess inventory through

our liquidation channels, are key areas of focus that have enhanced inventory performance, including higher

inventory turnover, and partially mitigated product cost increases.

We encourage our customers to place a significant portion of orders through pre-season programs, which are

typically placed up to 12 months prior to shipment, while also allowing for in-season replenishment orders. These

pre-season programs enable us to better plan our production schedules, inventory levels, and shipping

requirements.

Our general practice, consistent with industry standards, is to offer customers in our wholesale channel the right to

return defective or improperly shipped merchandise, and to accept returns from our consumers in the DTC channel

between 30 to 90 days from the point of sale for cash or credit.

Refer to the section titled “Liquidity” within Part II, Item 7, “Management’s Discussion and Analysis of Financial

Condition and Results of Operations,” within this Annual Report for further information on our liquidity.

Environmental, Social, and Governance

As a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories, our

worldwide reach and impact is significant. We believe consumers are increasingly buying brands that deliver quality

products while striving for minimal environmental impact by employing sustainable business practices. Our

sustainability policies and strategies are informed by our ongoing efforts with multi-stakeholder initiatives, which

involve our stockholders, employees, suppliers, and customers, as well as other brands and non-governmental

organizations.

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Through our holistic ESG program, we are committed to advancing our sustainable business initiatives. As a result

of our efforts, during fiscal year 2026, we were recognized as a Net Zero Leader by Forbes, by Wall Street Journal

as one of the Best-Managed Companies and by Newsweek as one of America’s Most Responsible Companies, one

of the World’s Greenest Companies and one of America’s Most Charitable Companies.

ESG Oversight. Our Corporate Responsibility, Sustainability & Governance Committee (Corporate Governance

Committee) is comprised of four independent members of our Board of Directors (Board) who oversee our ESG

strategy and have ultimate oversight over all sustainability initiatives, strategies, and programs, including those

related to climate change, human rights, community engagement, charitable giving, and belonging. The Corporate

Governance Committee and Board regularly receive updates on the status of our ESG program. In addition, the

Audit & Risk Management Committee (Audit Committee) of the Board periodically assesses risk management,

including climate-related risks and policies, to ensure a consistent corporate strategy. The Board considers whether

the ESG program adequately identifies material risks in a timely fashion, implements appropriate responsive risk

management strategies, and ensures that management transmits necessary information with respect to material

risks within the organization. Our Chief Administrative and Legal Officer (CALO) is responsible for the day-to-day

management of our ESG program. The program’s execution is driven by our leadership team and various cross-

functional teams including our ethical sourcing, facilities, warehouses and DCs, brands, innovation, materials, and

supply chain teams.

Our ESG program aligns our internal teams with our Sustainable Development Goals (SDGs), which we adopt to

guide our ESG strategy, and establishes policies to encourage our partners and suppliers to employ sustainable

business practices. We annually assess risks related to ESG issues as part of our overall enterprise risk

management approach. In addition, our internal audit team provides periodic targeted reviews of our ESG-related

policies and procedures to the Audit Committee.

Sustainable Development Goals. We work to establish SDGs that we believe are the most relevant to our

business, our operations, our stockholders, and the communities in which we operate. We are a member of the

United Nations Global Compact (UNGC), the world’s largest voluntary corporate sustainability initiative. This

membership requires an annual statement of progress, which is reflected in our Corporate Responsibility and

Sustainability Report (Creating Change Report). Our CALO identifies specific SDGs established by the UNGC,

which we adopt to guide our ESG strategy.

Our annual Creating Change Report for fiscal year 2026, which will be published in calendar year 2026, will provide

more information regarding our fiscal year 2026 ESG achievements with a focus on the SDGs. In addition, during

fiscal year 2026, we adopted a comprehensive Climate Transition Plan, reflecting our commitment to proactive

environmental stewardship.

We recognize that agility and continuous improvement are essential to advancing our global ESG strategy, enabling

us to respond effectively to evolving challenges and opportunities in sustainability. To that end, we have aligned the

reporting standards included in our Climate Transition Plan to the Transition Plan Taskforce and our Creating

Change Report with various frameworks including the Financial Stability Board’s Task Force on Climate-Related

Financial Disclosures (commonly referred to as TCFD), Global Reporting Initiative’s (commonly referred to as GRI)

Core Standards, and Sustainability Accounting Standards Board’s (commonly referred to as SASB), and now part of

the International Finance Reporting Standard (or IFRS) Foundation Consumer Goods Sector Apparel, Accessories

and Footwear Index.

Stakeholder Engagement. We highly value stakeholder input and have consistently demonstrated our commitment

to maintaining open and interactive dialogue on ESG matters with our stakeholders, including non-governmental

organizations, employees, stockholders, suppliers, industry groups, communities, and governments, to ensure their

views are actively considered in executing our ESG program. Our stakeholder outreach program is led by a cross-

functional team that includes members of our investor relations, compliance, sustainability, and legal teams.

Additionally, we actively engage with our employees to obtain valuable feedback and track progress, including

through regular employee engagement surveys.

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Human Capital - Our People and Our Culture

Employees. As of March 31, 2026, we employed approximately 6,000 global employees, reflecting an increase of

9.1%, compared to March 31, 2025. This includes approximately 2,200 employees in our retail stores but excludes

temporary and seasonal employees.

Culture**.** Our key values, which guide our journey onward together to improve our business and create a better

world around us, and help hold us accountable to deliver on this purpose, are as follows:

Our values define our Company and serve as the driving force behind how we work together and with our

customers, consumers, partners, suppliers, and communities. We also have detailed policies that support our

commitment to ethical behavior and legal compliance across our Company. Through our open-door policy and

culture, employees are encouraged to approach their managers if they believe violations of standards or policies

have occurred and are able to make confidential and anonymous reports using a 24/7 online or telephone hotline

hosted by an independent third-party provider.

At Deckers, we believe our culture makes us unique. We regularly conduct employee surveys to understand our

employees’ experiences on a variety of topics focused on employee engagement. Our latest survey completed in

August 2025 had a participation rate of 92.3%. Of those employees who completed the survey, 88.4% noted they

were proud to work for Deckers.

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. Our people are at the center of everything we do. Their perspectives and passion for

innovation enable us to build brands and create products that people around the world love. We strive to create an

environment where employees can come as they are and are free to bring their authentic selves to work every day.

We publish workforce metrics in our annual Equal Employment Opportunity filing (EEO-1) which is publicly available

at deckers.com/responsibility/policies. The content of our website, including our annual EEO-1 filing, is not

incorporated by reference into this Annual Report or in any other report or document we file with the SEC.

Charitable Giving and Volunteering. Our charitable contributions, product donations, and employee volunteer

efforts are an essential part of our culture. We annually contribute to our local communities through monetary

donations, volunteer efforts, and in-kind donations. During fiscal year 2026, we donated over $5,400 to various non-

profit organizations around the globe, primarily to organizations focused on uplifting youth, community, belonging,

education, and the environment. We also continued our Art of Kindness events, where employees volunteer during

a week-long event in our local communities. Despite having only one event during fiscal year 2026, our employees

volunteered approximately 10,500 hours. Our strategic giving and community-engagement efforts continued to be

aligned with our SDGs.

Talent Development and Retentio****n. The ability to attract, develop, and retain employees is critical to our long-term

success. We focus on our employees’ growth, creating experiences that align with our strategic priorities and

promote inclusion, performance, connection, and opportunities for development. For example, we offer a week fully

dedicated to employee learning, connection, and development across the globe (Explore Week), and four global

leadership development programs for leaders at varying levels (Voyagers, Trailblazers, Navigator, and Ascent).

Further, our executive leadership team and Board commit substantial time to succession planning, evaluating the

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bench strength of our leadership and supporting their career development while improving organizational

performance. We are proud to offer a wide range of programs intended to support global employee development

and retention.

We have demonstrated a history of investing in our workforce by offering competitive salaries and wages. We

provide tuition reimbursement for eligible US employees up to $5 thousand per calendar year. Further, to foster a

stronger sense of ownership and align the interests of management with stockholders, equity awards are granted to

a substantial proportion of our leadership team. In addition, employees across the US business have the opportunity

to purchase stock at a discounted price through our Employee Stock Purchase Plan. Further, we engage an

independent compensation consultant, FW Cook, which provides us with information to evaluate the effectiveness

of our executive compensation program, including competitive pay practices and trends in our industry, the design

and structure of our executive compensation program, and the formulation of and benchmarking against our peers

within our industry.

Employee Wellness**.** We strive to be one of the best places to work and recognize our employees are at different

stages of life and have individual needs. We offer affordable, innovative, comprehensive, and competitive benefits

package that range from health insurance, retirement plan, life insurance, disability, accident coverage, paid time

off, paid and unpaid leave including parental leave, mental health benefits, and other voluntary benefits such as

health savings accounts and our solar and electric car reimbursement program.

Employee Health and Safety. The health and safety of our employees is our highest priority. We have

comprehensive safety training programs to help ensure our employees know how to do their jobs safely and in

compliance with laws and regulations. We prioritize the safety of our facilities and work to ensure they are modern

and efficient.

Seasonality

A significant part of the UGG brand’s business has historically been seasonal, with the highest percentage of net

sales occurring in the third fiscal quarter, which has contributed to variation in results of operations from quarter to

quarter. However, as the HOKA brand’s net sales have increased as a percentage of our aggregate net sales, the

impacts of seasonality have been partially mitigated as HOKA brand sales are generally more evenly distributed

throughout the fiscal year, although quarterly results may fluctuate based on the timing of product launches. This

trend is expected to continue. In addition, we have further mitigated the impacts of seasonality by diversifying and

expanding our year-round product offerings across our brands.

Refer to Part I, Item 1A, “Risk Factors,” and Part II, Item 7, “Management’s Discussion and Analysis of Financial

Condition and Results of Operations,” within this Annual Report for further discussion of the impacts of seasonality.

Competition

The industry and markets in which we operate are highly competitive. Our competitors include fashion, casual,

lifestyle, and athletic footwear companies, branded apparel companies, and retailers with their own private labels.

Although the industry is fragmented, some of our competitors are larger and have substantially greater resources,

and several sell products that compete directly with our products. In particular, we face competition from domestic

and international competitors selling products designed to compete directly or indirectly with products similar to

those of our HOKA brand and UGG brand. In addition, access to offshore manufacturing and the growth of e-

commerce have made it easier for new companies to enter the markets in which we compete, further increasing

competition in the footwear, apparel, and accessories industry.

We believe our ability to successfully compete depends on numerous factors, including our ability to predict, assess,

and respond quickly to changing consumer tastes and preferences, produce exceptional and innovative products

that meet expectations for product craft, quality and technical performance, maintain and enhance the image and

strength of our brands, price our products competitively, and manage the impacts of supply chain disruptions. In

addition, we believe our key customers face intense competition from other department stores, sporting goods

stores, retail specialty stores, and online retailers, among others, which could negatively impact the financial stability

of their businesses and their ability to conduct business with us. Refer to Part I, Item 1A, “Risk Factors,” within this

Annual Report for further discussion of the potential impact of competition on our business.

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Trademarks and Patents

We utilize trademarks for virtually all our products, and we believe having distinctive marks that are readily

identifiable is an important factor in establishing and maintaining a market for our products, promoting our brands,

and distinguishing our products from the products of others. We currently hold trademark registrations for “HOKA,”

“UGG,” and “Teva,” and other marks in the US, and for certain of the marks in many other countries, including

Canada, China, the United Kingdom (UK), various countries in the European Union (EU), Japan, and Korea. As of

March 31, 2026, we hold 201 designs and inventions with corresponding design or utility patent registrations, plus

29 designs and inventions which are currently pending registration. These patents expire at various times. Current

figures reflect natural expiration and strategic portfolio rationalization undertaken during the current period. We

regard our proprietary rights as valuable assets and vigorously protect such rights against infringement by third

parties.

Government Regulation

We are subject to a wide range of laws and regulations, including US federal, state, and local laws; the laws of

jurisdictions where we operate or plan to operate; and the laws of jurisdictions from which we source our products.

Based on the information and circumstances known to us at this time, compliance with such applicable laws and

regulations is not expected to have any material effect on our business, results of operations, financial condition, or

competitive position.

Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements

and information statements (and any amendments or supplements to the foregoing) filed with or furnished to the

SEC pursuant to the Exchange Act are available free of charge on our website at ir.deckers.com. Such documents

and information are available as soon as reasonably practicable after they are filed with or furnished to the SEC. We

also make certain corporate governance and responsibility documents available through our website at

ir.deckers.com/governance, deckers.com/responsibility, and deckers.com/responsibility/policies, respectively,

including Ethical Supply Chain Supplier Code of Conduct, Audit & Risk Management Committee Charter, Talent &

Compensation Committee Charter, Corporate Responsibility, Sustainability, & Governance Committee Charter,

Code of Ethics, Creating Change Report, Climate Transition Plan, Accounting and Finance Code of Ethics, EEO-1

Report, and Corporate Governance Guidelines. The information contained on or accessed through our website

does not constitute part of this Annual Report, and references to our website address within this Annual Report are

inactive textual references only.

Our short and long*-term success is subject to numerous risks and uncertainties, many of which involve factors that*

are difficult to predict or beyond our control. As a result, investing in our common stock involves substantial risk.

Before deciding to purchase, hold or sell our common stock, stockholders and potential stockholders should

carefully consider the risks and uncertainties described below, in addition to the other information contained in or

incorporated by reference into this Annual Report*, as well as the other information we file with the* SEC*. If any of*

these risks are realized, our business, financial condition, results of operations, and prospects could be materially

and adversely affected. In that case, the value of our common stock could decline, and stockholders may lose all or

part of their investment. Furthermore, additional risks and uncertainties of which we are currently unaware, or which

we currently consider to be immaterial, could have a material adverse effect on our business.

Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous

risks and uncertainties including those described in this section. Refer to the section entitled “Cautionary Note

Regarding Forward-Looking Statements” within this Annual Report for further information.

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Risks Related to Our Business and Industry

The footwear, apparel, and accessories industry is subject to rapid changes in consumer preferences, and

if we do not accurately anticipate and promptly respond to consumer demand and spending patterns, we

could lose sales, our relationships with customers could be harmed, and our brand loyalty could be

diminished.

The footwear, apparel, and accessories industry is subject to rapid changes in consumer preferences and fashion

tastes, which makes it difficult to anticipate demand for our products and forecast our results of operations. Our

success depends, in part, on brand loyalty, and there can be no assurance that consumers will continue to prefer

our brands. Consumer demand for our products relies on the continued strength of our brands, which in turn

depends on our ability to anticipate, understand, and respond promptly to evolving preferences, fashion trends, and

consumer spending patterns with appealing merchandise and effective brand-building initiatives. As our brands and

product offerings evolve, our products must appeal to a broader and more diverse range of consumers whose

preferences cannot be predicted with certainty. New products may not achieve market acceptance, including due to

pricing that consumers are unwilling to bear, or our brands may fall out of favor, which could impede our ability to

maintain or grow sales, adversely affect brand perception, and negatively impact our results of operations. If we do

not effectively respond to these changes, we could experience reduced sales and pressure on our gross profit as a

percentage of net sales (gross margin), including as a result of reduced pricing power and increased reliance on

promotional activity.

The value of our brands is also driven by evolving consumer perceptions, including shifting ethical, political, or

social standards. Concerns related to product pricing, quality, design, technical performance, components or

materials (including sustainability), customer service, or the effectiveness of our brand loyalty initiatives, including

loyalty programs, could result in negative perceptions, diminished consumer engagement, and a loss of brand

loyalty or value. These risks may be amplified by adverse publicity concerning us or our products, brands, marketing

campaigns, partners, or endorsers, particularly where social media and digital marketing channels accelerate the

dissemination, amplification, or persistence of negative claims, regardless of their accuracy, which could harm our

reputation and sales and have a material adverse effect on our business. In addition, actions or statements by

third‑party partners, collaborators, or organizations with which we are associated, including in connection with social

or political issues, could lead to consumer backlash, operational disruptions, or reputational harm. If our brand-

related initiatives, including loyalty programs, fail to drive sustained consumer engagement or incremental demand,

or involve increased costs or operational complexity that negatively affect customer perceptions, we could

experience reduced sales and pressure on our gross margin, adversely affecting our results of operations.

Changes to economic conditions may adversely affect our financial condition and results of operations.

Volatile economic conditions and changes in the market have affected, and may continue to affect, consumer

confidence and discretionary spending. A significant portion of our HOKA brand and UGG brand products are

premium, discretionary purchases, and demand for these products is sensitive to macroeconomic factors, including

inflation, wages and employment, consumer debt, declines in net worth driven by market conditions, interest rates,

tariffs, and public health issues such as a pandemic. During periods of economic uncertainty, consumers may

reduce discretionary purchases, trade down to lower-priced alternatives, or delay buying decisions, which could

require us to increase promotional activity or reduce prices, adversely affecting our sales and profitability.

We sell a significant portion of our products through higher-end specialty and department store retailers and online

marketplaces. These customers may be adversely affected by economic conditions, geopolitical instability, foreign

currency fluctuations, reduced demand for premium products, limited access to credit, and increased competition.

Financial difficulties among our customers could negatively affect our credit exposure, reserves, and relationships

with key customers, and could reduce orders or increase the risk of delayed payments or defaults.

We face intense competition from both established companies and newer entrants into the market, and our

failure to compete effectively could cause our market share to decline, which could harm our reputation and

have a material adverse effect on our financial condition and results of operations.

The footwear, apparel, and accessories industry is highly competitive and subject to rapidly changing consumer

preferences. If we are unable to compete effectively, we could experience a decline in market share, reduced

demand for our products, pricing pressure, or damage to our reputation, which could have a material adverse effect

on our financial condition and results of operations. Competition in our markets is influenced by factors such as

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brand recognition, product innovation and performance, pricing, speed‑to‑market, marketing effectiveness, use of

data analytics and AI, access to manufacturing capacity, and control of distribution channels.

Our competitors include both established global brands and newer market entrants, including competitors whose

broader product assortments and higher sales volumes may be more important to certain customers. We believe

that the growth and visibility of our HOKA brand and UGG brand have attracted competitors specifically targeting

the categories in which we operate. Barriers to entry have been reduced by access to offshore manufacturing and

evolving technologies, allowing competitors to develop and scale products more quickly and at lower cost.

Some of our competitors also have substantially greater financial, technological, manufacturing, marketing, and

distribution resources than we do, as well as broader brand awareness, which may enable them to compete more

effect

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Unresolved Comment Letters

None.

Table of Contents 27

Cybersecurity Risk Management and Strategy

We maintain a comprehensive cybersecurity program, recognizing the critical importance of safeguarding our

operations, employees, customers, and other business partners from cybersecurity risks, which continue to evolve

in frequency and sophistication. These risks include, among others, operational, financial, reputational, legal, and

regulatory risks.

As a part of this program, we have developed an incident response plan (IRP) designed to quickly respond to,

mitigate, and recover from cybersecurity incidents. The IRP includes procedures for incident detection and

reporting, initial assessment, containment, eradication, recovery, post-incident activities, and continuous

improvement.

We also integrate cybersecurity risk management into our overall risk management framework to ensure that

cybersecurity risks are considered in all aspects of our business. Our management team works closely with our

Chief Digital & Data Officer (CDDO) and Chief Information Security Officer (CISO), and is designed to align our

cybersecurity efforts with our business objectives and operational needs. Key components of our cybersecurity

approach include, among other things:

• establishing a dedicated action team, led by our CDDO and CISO, to oversee and manage

cybersecurity risks;

• implementing a comprehensive cybersecurity risk assessment process and strategy based on

industry standards and established frameworks such as the National Institute of Standards and

Technology (NIST);

• implementing a third-party and vendor risk management program, which includes evaluating risk

levels such that third parties and vendors with access to our systems or data are subject to

cybersecurity onboarding and review, along with cybersecurity and data privacy audits and ongoing

risk monitoring and mitigation efforts;

• conducting penetration tests and security maturity assessments throughout the year;

• periodically engaging independent third-party assessors to audit our cybersecurity and information

system programs to evaluate their effectiveness;

• implementing industry-standard technologies and processes to protect our system and data and to

help detect potential unauthorized activity;

• maintaining access controls to safeguard data and systems;

• providing annual trainings to employees on responsible information security, data security and

cybersecurity practices including appropriate action to take against cybersecurity threats;

• conducting periodic phishing simulations to our employees;

• engaging in cybersecurity incident tabletop exercises and scenario planning exercises;

• maintaining a cybersecurity and information security risk insurance policy, which insures for data

incidents or breaches and other technology related exposures; and

• periodically reviewing and updating our IRP, privacy policy, and other relevant policies/procedures.

We continuously evaluate and enhance our cybersecurity risk management practices in response to evolving

threats and business needs.

In the three-year period ended March 31, 2026, our business, results of operations and financial condition have not

been materially affected by risks from cybersecurity threats, including as a result of any prior cybersecurity incidents

experienced by either us or third parties, but we cannot provide assurance that they will not be materially affected in

the future by such risks or any future material incidents. Refer to Part I, Item 1A, “Risk Factors - Risks Related to

Technology, Data Security and Privacy” within this Annual Report for further information.

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Cybersecurity Governance

Our Board has delegated to the Audit Committee primary responsibility for oversight of enterprise risk assessment

and risk management, including risks related to cybersecurity and information security. Our CDDO and CISO, who

head our cybersecurity and information security initiatives, provide quarterly updates to the Audit Committee, and

annual updates to the full Board. These updates cover various topics, such as efforts to enhance our cybersecurity

posture, operational and incident metrics, mitigation actions, and key performance indicators such as cybersecurity

maturity, program health, and audit and compliance activities. The Audit Committee reviews and monitors these

updates as part of its oversight of our cybersecurity risk management program. The Audit Committee also engages

in regular dialogue with management, including our CDDO and CISO, regarding cybersecurity and technology risks

and related initiatives. In addition, the Audit Committee reviews relevant internal audit findings and key metrics used

to assess our capabilities to manage cybersecurity, information security, and technology risks.

In addition to these regular updates, significant cybersecurity incidents and updates are escalated on an as-needed

basis in accordance with our IRP, and the Audit Committee discusses with management the nature and potential

impact of material cybersecurity incidents on our business, financial condition, and results of operations.

Our CDDO and CISO have extensive experience in cybersecurity. Our CDDO has served in his role since

September 2024. He has over 15 years of experience in digital transformations, enterprise technology, artificial

intelligence, and data management. Our CISO has served in various roles in information technology for over 25

years, including 15 years in information security. He holds a B.S. in Cybersecurity and Information Assurance, along

with industry certifications including ISACA’s Certified in Risk and Information Systems Control, ISACA’s Certified

Information Security Manager, and ISC2’s Certified Information Systems Security Professional certifications.

Corporate Headquarters. We own our 14-acre corporate headquarters located in Goleta, California.

Warehouses and DC****s. We have a warehouse and DC located in Moreno Valley, California, which began

operations during the fourth quarter of fiscal year 2015. In October 2021, we began operations in a second US

warehouse and DC located in Mooresville, Indiana. In October 2023, we began operations in a third US warehouse

and DC located in Mooresville, Indiana. We continue to optimize and invest in our operations at these locations.

Regional Offices. We have offices in Austria, Belgium, Canada, China, France, Germany, Hong Kong, Indonesia,

Italy, Japan, Macau, the Netherlands, Switzerland, the UK, the US, and Vietnam, to perform a variety of functions,

which include supervising and overseeing the quality and manufacturing standards of our products, design, product

development, distribution, customer service, regional sales, operations, marketing, IT, administration, and logistics.

Retail Stores. As of March 31, 2026, we have 49 US retail stores and 154 international retail stores, including in

Austria, Belgium, Canada, China, France, Germany, Italy, Japan, the Netherlands, Switzerland, and the UK.

Other than our corporate headquarters, we lease our warehouses and DCs, retail stores and regional offices from

unrelated parties. With the exception of retail stores in our DTC channel, costs associated with our warehouses and

DCs and regional offices are attributable to multiple reportable operating segments and are not allocated; but

instead reflected in unallocated 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,” for further

discussion and results of operations for our reportable operating segments and Note 13, “Reportable Operating

Segments,” of our consolidated financial statements in Part IV within this Annual Report for further information on

unallocated enterprise and shared brand expenses.

We believe our properties are adequate for our current needs and that suitable additional or substitute space will be

available to accommodate the foreseeable expansion of our business and operations.

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Significant Properties**.** The following table provides details regarding our significant physical properties that are

operational as of March 31, 2026:

As part of our global policing program to protect our intellectual property rights, from time to time, we file lawsuits in

various jurisdictions asserting claims for alleged acts of trademark counterfeiting, trademark infringement, patent

infringement, trade dress infringement, and trademark dilution. We generally have multiple actions such as these

pending at any given point in time. These actions may result in seizure of counterfeit merchandise, out-of-court

settlements with defendants, or other outcomes. In addition, from time to time, we are subject to claims in which

opposing parties will raise, either as affirmative defenses or as counterclaims, the invalidity or unenforceability of

certain of our intellectual property rights, including allegations that the UGG brand trademark registrations and

design patents are invalid or unenforceable. Furthermore, we are aware of many instances throughout the world in

which a third-party is using our brand trademarks within its internet domain name.

From time to time, we are involved in various legal proceedings, disputes, and other claims arising in the ordinary

course of business, including employment, intellectual property, product liability, and breach of contract claims.

Although the results of these ordinary course matters cannot be predicted with certainty, we currently believe that

the final outcome of these ordinary course matters will not, individually or in the aggregate, have a material adverse

effect on our business, results of operations, financial condition, or cash flows. However, regardless of the merit of

the claims raised or the outcome, these ordinary course matters can have an adverse impact on us as a result of

legal costs, diversion of management’s time and resources, and other factors.

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PART II

Market Information. Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol

“DECK”.

Holders of Record. As of May 1, 2026, we had 27 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.

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, 2026.

Stock Performance Graph

Below is a graph comparing the percentage change in the cumulative total return on our common stock against the

cumulative total return of the Standard & Poor’s 500 Stock Index (S&P 500 Index) and the S&P 500 Apparel,

Accessories & Luxury Goods Index for the five fiscal-year periods commencing March 31, 2021, and ended

March 31, 2026. We use the S&P 500 Index as we believe it is the benchmark most relevant to measure our

performance. Total return assumes reinvestment of dividends, although we have not declared or paid any cash

dividends on our common stock since our inception. 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, 2021. The stock

performance shown on the below graph is not necessarily indicative of future performance. In providing the

information in the graph, we are not intending to make or endorse any prediction as to our future stock performance.

Table of Contents 31

Dividend Policy

We have not declared or paid any cash dividends on our common stock since our inception. Any future decision to

declare cash dividends will be at the discretion of our Board and will depend on a number of factors, including our

financial condition, operating results, liquidity position, capital allocation strategy, and other factors our Board

considers to be relevant at the time. Our current revolving credit agreements allow us to declare and pay cash

dividends, as long as we do not exceed certain leverage ratios, and no event of default has occurred. We are in

compliance with these leverage ratios as of March 31, 2026, and no event of default has occurred. We currently do

not anticipate declaring or paying any cash dividends in the foreseeable future.

Stock Repurchase Program

Our Board has approved a stock repurchase program which authorizes us 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 factors (collectively, the stock repurchase program). Our Board last approved an

authorization of $2,250,000 on May 21, 2025, to repurchase shares of our common stock under the same

conditions as the prior stock repurchase program.

Our stock repurchase program does not obligate us to acquire any amount of common stock and may be

suspended at any time at our discretion.

Stock repurchase activity under our stock repurchase program during the three months ended March 31, 2026, was

as follows:

(1) All share repurchases were made pursuant to our stock repurchase program in open-market transactions.

(2) May not calculate on rounded amounts.

(3) The dollar value of shares repurchased excludes the cost of broker commissions, excise taxes, and other costs.

Subsequent to March 31, 2026, through May 1, 2026, we repurchased 1,096,908 shares of our common stock at a

weighted average price of $105.75 per share for $115,999. As of May 1, 2026, we had $1,433,603 remaining

authorized for repurchases under the stock repurchase program.

On May 20, 2026, our Board approved an additional authorization of $3,500,000 to repurchase shares of our

common stock under the same conditions as the prior stock repurchase program, resulting in an aggregate

remaining authorization of approximately $4,840,000 as of that date.

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 11, “Stockholders’ Equity,” of our consolidated financial statements

in Part IV, within this Annual Report, for further information on our stock repurchase program.

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The following discussion of our financial condition and results of operations should be read together with our

consolidated financial statements in Part IV within this Annual Report*. This discussion includes an analysis of our*

financial condition and results of operations for the years ended March 31, 2026*, and* 2025 and year-over-year

comparisons between those periods. For an analysis of our financial condition and results of operations for the

years ended March 31, 2025*, and* 2024 and year-over-year comparisons between those periods, refer to Part II,

Report on Form 10-K for the fiscal year ended March 31, 2025*, filed with the* SEC on May 23, 2025*.*

Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous

risks and uncertainties. Our actual results of operations may differ materially from those expressed or implied by

these forward-looking statements as a result of many factors, including those set forth in the section titled

“Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors,” within this Annual

Report*.*

Unless otherwise indicated, all figures herein are expressed in thousands, except per share data*. References to*

“domestic” refer to the US*.*

Overview

We are a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories

developed for both everyday casual lifestyle use and high-performance activities. We market our products primarily

under three proprietary brands: HOKA, UGG, and Teva. Refer to the section below entitled “Reportable Operating

Segments Overview” for information regarding the phase out of standalone operations for the Koolaburra brand and

AHNU brand, and the prior sale of the Sanuk brand.

Our brands compete across the fashion and casual lifestyle, performance, running, and outdoor markets. We

believe our products are distinctive and appeal to a broad demographic. Our brands sell our products through

quality domestic and international retailers and international distributors in our wholesale channel, and directly to

global consumers through our DTC channel, which is comprised of an e‑commerce and retail store presence. We

seek to differentiate our brands and products by offering diverse lines that emphasize fashion, performance,

authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons, and

demographic groups. Independent third-party contractors manufacture all of our products.

Financial Highlights

Consolidated financial performance highlights for fiscal year 2026 (current period), compared to fiscal year 2025

(the prior period), were as follows:

• Net sales increased 9.8% to $5,472,296.

**◦**Brand

▪HOKA brand net sales increased 15.9% to $2,587,330.

▪UGG brand net sales increased 8.2% to $2,738,758.

▪Other brands net sales decreased 33.9% to $146,208.

**◦**Channel

▪Wholesale channel net sales increased 12.3% to $3,208,107.

▪DTC channel net sales increased 6.3% to $2,264,189.

**◦**Geography

▪Domestic net sales increased 0.2% to $3,191,518.

▪International net sales increased 26.8% to $2,280,778.

• Gross profit as a percentage of net sales (gross margin) decreased 20 basis points to 57.7%.

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• SG&A expenses increased 11.0% to $1,894,823.

• Income from operations increased 7.1% to $1,262,903.

• Income from operations as a percentage of net sales (operating margin) decreased 50 basis points

to 23.1%.

• Diluted earnings per share increased 10.9% to $7.02 per share.

Trends And Uncertainties Impacting Our Business And Industry

Our business and industry are subject to several important trends and uncertainties, including the following:

Macroeconomic and Geopolitical Factors

• Macroeconomic factors, including inflationary pressures, increased tariffs, rising supply chain costs,

high interest rates, foreign currency exchange rate volatility, escalating global conflicts, changes in

discretionary spending, and recession risks, are creating a complex and challenging environment

for our business and industry that may continue to pressure our results of operations, including our

gross margin. For example, prolonged or escalating conflicts in the Middle East could disrupt our

supply chain and increase energy, transportation, and commodity costs, as well as cause shipping

delays. While these factors did not materially impact our results of operations during the current

period, they could negatively affect us in future periods.

• We are exposed to risks from evolving trade policies, including higher tariffs and restrictions

affecting goods imported from certain regions where we have a concentration of sourcing and

manufacturing. Recent judicial, regulatory, and administrative developments regarding tariffs

imposed under the International Emergency Economic Powers Act and other authorities have

increased uncertainty related to both our future duty costs and potential recovery of previously paid

duties. The US Customs and Border Protection have announced a phased process for submitting

refund requests; however, the availability, timing, and amount of any refunds remain uncertain. As

of March 31, 2026, we have not recognized any amounts related to potential tariff refunds or other

recoveries. We continue to monitor developments and pursue mitigation strategies, including

selective pricing actions, inventory and sourcing management, supplier diversification, and

negotiating cost-sharing arrangements; however, we may be unable to offset tariff-related cost

impacts, which could materially and adversely affect our gross margin and demand for our

products.

Brand and Omnichannel Strategy

• We are focused on increasing global consumer awareness, cultural relevance, and adoption of our

brands, which has contributed positively to our results of operations. Our global brand growth

strategy seeks to drive adoption through product innovation and marketing investments across

geographies and channels, while enhancing the customer experience through category expansion

and loyalty-driven engagement.

• We continue to manage marketplace inventory through product segmentation and differentiation.

During the current period, promotional activity slightly increased compared to exceptionally low

levels in the prior period; however, we continued to achieve high levels of full-price sell through by

aligning product assortments with marketplace demand. These efforts contributed to largely

maintaining our gross margin compared to the prior period, even as the retail environment became

more promotional. We may not realize similar gross margin benefits in our fiscal year ending

March 31, 2027 (next fiscal year) due to various factors, including the macroeconomic and

geopolitical factors discussed above and the potential impact from our pricing strategies.

• Our long-term strategy is to grow our DTC channel to represent a larger portion of our total net

sales by differentiating the consumer experience relative to the wholesale channel and driving

consumer acquisition and retention. We are investing in e-commerce platform upgrades, data

analytics, consumer experience initiatives, and selective global retail store expansion. We expect

growth in our DTC channel’s net sales to continue to positively impact our gross margin; however,

as we also seek to expand distribution with wholesale partners to drive brand awareness and

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market share, our wholesale channel may represent a larger portion of our net sales in certain

periods, which could pressure gross margin in those periods.

• We are pursuing growth strategies for the HOKA brand and UGG brand to grow international sales

to represent a larger portion of our total net sales. We continue to selectively expand our HOKA

brand presence through additional wholesale partner locations and targeted DTC channel retail

store expansion. We are also investing in regions that provide influential market presence to build

brand awareness, including through the launch of our US HOKA brand loyalty program during fiscal

year 2026. We expect to continue investing in the UGG brand and HOKA brand global loyalty

programs.

• We continue to take actions to reposition the Teva brand, including refocusing certain wholesale

channel distribution toward outdoor and premium retail partners and emphasizing brand messaging

around its outdoor-adventure heritage. Our efforts to reposition the Teva brand and our future

results of operations remain uncertain. In particular, macroeconomic pressure on value‑oriented

domestic wholesale consumers may continue to adversely affect Teva brand performance.

Supply Chain

• To support our growth, we continue to invest in our global distribution network, including our

warehouses and DCs, as well as 3PLs. We also continue to diversify our independent

manufacturers and the regions in which they operate; however, we maintain a significant

concentration of sourcing and manufacturing in Southeast Asia. In addition, we are currently

transitioning one of our international 3PLs to a new partner, which may create temporary

operational risks. We expect to continue upgrading our global distribution network to continue

meeting customer and consumer demand.

Reportable Operating Segments Overview

As of March 31, 2026, our three reportable operating segments include the worldwide operations of the HOKA

brand, UGG brand, and Other brands.

HOKA Brand. The HOKA brand is an authentic premium line of year-round performance footwear, which offers

enhanced cushioning and inherent stability with minimal weight. Originally designed for ultra-runners, the brand now

appeals to world champions, tastemakers, and everyday athletes. Expansion into additional product categories,

elevated marketing campaigns, and investments in brand experiences, coupled with 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 global marketplace. The HOKA

brand’s product line includes running, trail, hiking, fitness, and lifestyle footwear offerings, as well as apparel and

accessories.

We believe demand for HOKA brand products will continue to be driven by the following:

• Leading performance product innovation, a deep connection to culture and community, category

expansion into apparel and lifestyle, and key franchise management, including consumer led

product flow and strategic product lifecycle cadence.

• Increased global brand awareness and new consumer adoption through enhanced global marketing

activations and online consumer acquisition, including building a connected ecosystem through

social media platforms, e-commerce, and retail.

• Thoughtful and strategic distribution choices, allowing the HOKA brand access and introduction to a

broader, more diverse, consumer base.

• Strategic investment in scaling lifestyle footwear, apparel, and accessories.

UGG Bran****d. The UGG brand is one of the most iconic and recognized brands in our industry, which highlights our

successful track record of building niche brands into consumer-focused fashion lifestyle market leaders. Born on the

California coast to warm surfers after they caught and rode the waves, we create iconic products and experiences

that are made for people to feel comfort, softness, warmth, and confidence. With loyal consumers around the world,

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innovative products, and elevated storytelling, the UGG brand has proven to be a highly resilient consumer-focused

line of premium footwear, apparel, and accessories that has driven both domestic and international sales growth

with year-round product offerings that appeal to a growing global audience and a broad demographic.

We believe demand for UGG brand products will continue to be driven by the following:

• Successful acquisition of a diverse global consumer base, and focusing on key markets, through

strategic marketing activations and collaborations that resonate with a fashionable consumer.

• High consumer brand loyalty due to elevated brand experiences and consistent delivery of crafted;

purposefully built and luxuriously comfortable footwear, apparel, and accessories.

• 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 slip-on shoe and sneaker category,

and more iconic fashion product for our Classics line, including reimagining existing iconic styles

into new categories.

• Continued expansion of our apparel and accessories businesses.

Other Brands**.** Other brands consist primarily of the Teva brand. The Teva brand’s products are built for a range of

outdoor pursuits and include a variety of footwear options, from classic sandals and shoes to boots. The Other

brands reportable operating segment includes financial results of the Koolaburra brand and AHNU brand, for which

the phase out of standalone operations were completed during the third and fourth quarters of fiscal year 2026, as

well as financial results for the former Sanuk brand during the prior period through the sale date of August 15, 2024

(Sanuk Brand Sale Date). Refer to the section titled “Reportable Operating Segments” in Note 1, “General,” of our

consolidated financial statements in Part IV within this Annual Report for further information.

Use of **Non-**GAAP Financial Measures

We disclose supplemental financial measures calculated and presented in accordance with generally accepted

accounting principles in the United States (US GAAP); however, throughout this Annual Report, including within our

consolidated financial statements, we provide certain financial information on a non-GAAP basis (non-GAAP

financial measures). We provide non-GAAP financial measures and information that may assist investors in

understanding our results of operations and assessing our prospects for future performance, which primarily consist

of certain constant currency measures and total segment-level financial information.

We believe presenting certain financial and operating measures on a constant currency basis is important as it

excludes the impact of foreign currency exchange rate fluctuations that are not indicative of our core results of

operations and are largely outside of our control. We calculate our constant currency non-GAAP financial measures

for current period financial information, such as total net sales using the foreign currency exchange rates that were

in effect during the previous comparable period, excluding the effects of foreign currency exchange rate hedges and

remeasurements in the consolidated financial statements. We also report comparable DTC sales on a constant

currency basis for DTC operations that were open throughout the current and prior reporting periods, and we may

adjust prior reporting periods to conform to current period accounting policies. The information presented on a

constant currency basis, as we present such information, may not necessarily be comparable to similarly titled

information presented by other companies, and may not be appropriate measures for comparing our performance

relative to other companies. Constant currency measures should not be considered in isolation, or as an alternative

to US dollar measures that reflect current period foreign currency exchange rates or to other financial or operating

measures presented in accordance with US GAAP.

We believe presenting certain segment-level operating measures, including total segment income from operations

and total segment SG&A expenses, is important because it allows for an evaluation of operating performance and

cost structure across brands. Our segment-level non-GAAP financial measures represent the results of operations

and expenses for our individual reportable operating segments and differ from our consolidated results because

they exclude certain unallocated enterprise and shared brand expenses. Our segment-level non-GAAP financial

measures should not be considered in isolation, or as an alternative to consolidated financial and operating

measures presented in accordance with US GAAP.

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Seasonality

A significant part of the UGG brand’s business has historically been seasonal, with the highest percentage of net

sales occurring in the third fiscal quarter, which has contributed to variation in results of operations from quarter to

quarter. However, as the HOKA brand’s net sales have increased as a percentage of our aggregate net sales, the

impacts of seasonality have been partially mitigated as HOKA brand sales are generally more evenly distributed

throughout the fiscal year, although quarterly results may fluctuate based on the timing of product launches. This

trend is expected to continue. In addition, we have further mitigated the impacts of seasonality by diversifying and

expanding our year-round product offerings across our brands.

Results of Operations

Year Ended March 31, 2026**, Compared to** Year Ended March 31, 2025**.** Results of operations were as follows:

(1) May not calculate on rounded amounts.

Net Sales. Net sales by brand, channel, and geography were as follows:

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(1) The Other brands reportable operating segment for fiscal year 2026, includes financial results for the phase out of the

Koolaburra brand and AHNU brand. The Other brands reportable operating segment for the prior period includes financial

results for the former Sanuk brand through the Sanuk Brand Sale Date. Refer to the section titled “Reportable Operating

Segments Overview,” above for further information.

Total net sales increased primarily due to higher net sales for the HOKA brand and UGG brand, partially offset by

lower net sales for the Other brands. Drivers of significant changes in net sales, compared to the prior period, were

as follows:

• Net sales of the HOKA brand increased due to higher global net sales growth across both

wholesale and DTC channels. Growth was led by international sales, and also included an increase

in domestic sales, driven by our continued marketplace strategy to meet increased global demand

as consumers adopt key franchises, including new innovation introduced during the current period.

• Net sales of the UGG brand increased due to higher global net sales growth across both wholesale

and DTC channels. Growth was led by international sales, with increases in domestic sales for the

wholesale channel and a slight increase in the DTC channel. This collective growth was as a result

of increased global demand for key franchises and further adoption of year-round product offerings.

• Net sales of the Other brands decreased primarily due to lower domestic net sales in the wholesale

channel driven by the phase out of standalone operations of the Koolaburra brand and the sale of

the Sanuk brand in the prior period. The decrease was also due to lower global net sales for the

Teva brand across both channels, primarily driven by lower sales in the value-oriented consumer

segment of the wholesale channel as the Teva brand refocuses its wholesale distribution with

outdoor and premium retailers.

Supplemental Disclosure

• On a constant currency basis, net sales increased by 9.0%, compared to the prior period.

• Comparable DTC channel net sales for the 52 weeks ended March 29, 2026, increased by 4.6%,

compared to the prior period.

• We experienced an increase of 6.2% in the total volume of units sold to 78,700 from 74,100,

compared to the prior period. Units sold include all categories such as footwear, apparel,

accessories, home goods, and care kits across all brands. Percentages may not calculate on

rounded units.

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Gross Profit. Gross margin decreased to 57.7% from 57.9%, compared to the prior period, primarily due to

incremental tariffs on domestic goods and a slightly unfavorable channel mix; partially offset by cost‑sharing

arrangements, strategic price increases, and favorable product mix, along with slightly favorable foreign currency

exchange rate fluctuations and freight costs.

Selling, General, and Administrative Expenses*.* Drivers of significant net changes in SG&A expenses, compared to

the prior period, were as follows:

*•*Increased advertising, marketing, and promotion expenses of approximately $63,600, primarily due

to higher promotion expenses for the HOKA brand and UGG brand of approximately $71,300 to

drive global brand awareness and market share gains, highlight new product categories, and

provide localized marketing; partially offset by lower promotion expenses for the Other brands of

approximately $7,700 primarily driven by the phase out of standalone operations of the Koolaburra

brand and AHNU brand as well as the sale of the Sanuk brand in the prior period.

• Increased other SG&A expenses of approximately $59,000, primarily due to higher IT expenses,

sales commissions, 3PL service fees, and other miscellaneous expenses. The increase in other

SG&A expenses was comprised of approximately $51,300 of variable expenses specific to our

brands, primarily for the HOKA brand and UGG brand, and approximately $7,700 of unallocated

enterprise and shared brand expenses.

• Increased rent and occupancy of approximately $36,700, primarily due to higher rent expenses for

investments in our global retail store footprint, as well as higher operating expenses for our owned

warehouses and DCs. The increase in rent and occupancy was comprised of approximately

$28,000 of expenses specific to our brands, and approximately $8,700 of unallocated enterprise

and shared brand expenses.

• Increased payroll and related costs of approximately $33,000, primarily due to higher headcount for

our brands, partially offset by unallocated enterprise and shared brand expenses. The increase in

payroll and related costs was comprised of approximately $41,700 of expenses specific to our

brands, partially offset by approximately $8,700 of lower unallocated enterprise and shared brand

expenses primarily due to payroll efficiencies in our owned warehouses and DCs.

Income from Operations. Income (loss) from operations by reportable operating segment was as follows:

(1) The Other brands reportable operating segment for fiscal year 2026, includes financial results for the phase out of the

Koolaburra brand and AHNU brand. The Other brands reportable operating segment for the prior period includes financial

results for the former Sanuk brand through the Sanuk Brand Sale Date. Refer to the section titled “Reportable Operating

Segments Overview,” above for further information.

(2) To the extent that consolidated SG&A expenses exceed reportable operating segment SG&A expenses, the costs are recorded

in unallocated enterprise and shared brand expenses. Refer to Note 13, “Reportable Operating Segments,” of our consolidated

financial statements in Part IV within this Annual Report for further information.

The increase in total income from operations, compared to the prior period, was primarily due to higher net sales,

partially offset by higher SG&A expenses as a percentage of net sales and slightly lower gross margins driven by

tariffs.

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Drivers of significant net changes in total income from operations, compared to the prior period, were as follows:

• The increase in income from operations of the HOKA brand was due to higher net sales, partially

offset by lower gross margins driven by tariffs, as well as higher SG&A expenses as a percentage

of net sales driven by other SG&A expenses including sales commissions, as well as higher rent

and occupancy, payroll and related costs, and advertising, marketing and promotional expenses.

• The increase in income from operations of the UGG brand was due to higher net sales, partially

offset by slightly lower gross margins driven by tariffs, as well as higher SG&A expenses as a

percentage of net sales primarily driven by advertising, marketing, and promotion expenses, as well

as other SG&A expenses including sales commissions.

• The decrease in income from operations of Other brands was primarily driven by the Teva brand

from lower net sales and gross margins due to tariffs, along with higher SG&A expenses as a

percentage of net sales; combined with lower income from operations driven by the phase out of

standalone operations of the Koolaburra brand.

• The increase in unallocated enterprise and shared brand expenses was primarily due to higher rent

and occupancy for our owned warehouses and DCs, as well as higher other SG&A expenses

primarily related to IT expenses and 3PL service fees, partially offset by payroll efficiencies in our

owned warehouses and DCs.

Income Tax Expense. Income tax expense and our effective income tax rate were as follows:

The net increase in our effective income tax rate, compared to the prior period, was primarily due to increases in net

unrecognized tax benefits, partially offset by tax benefits from changes to our jurisdictional mix of earnings.

Net Income. The increase in net income, compared to the prior period, was due to higher net sales, partially offset

by lower operating margin. Net income per share increased, compared to the prior period, due to higher net income

and lower weighted-average common shares outstanding driven by stock repurchases.

Total Other Comprehensive Income, Net of Tax*.* The increase in total other comprehensive income, net of tax,

compared to the prior period, was primarily due to higher foreign currency translation gains relating to changes in

our net asset position against European and Asian foreign currency exchange rates and higher unrealized gains on

derivative contracts.

Liquidity and Capital Resources

Our liquidity may be impacted by a number of factors, including our results of operations, the strength of our brands

and market acceptance of our products, impacts of seasonality and weather conditions, our ability to respond to

changes in consumer preferences and tastes, the timing of capital expenditures and lease payments, our ability to

collect our trade accounts receivable in a timely manner and effectively manage our inventories, our ability to

manage supply chain constraints, our ability to respond to macroeconomic, geopolitical and international trade

developments, and various other risks and uncertainties described in the section titled “Trends and Uncertainties

Impacting our Business and Industry” above and in Part I, Item 1A, “Risk Factors,” within this Annual Report.

Furthermore, our liquidity needs may evolve due to a number of factors, including changes in business conditions,

changes in strategic initiatives, including any investments or acquisitions we may decide to pursue, changes in our

capital allocation strategy, including the timing and scope of share repurchases, and changes in the macroeconomic

or geopolitical landscape.

If there are unexpected material impacts on our business in future periods, we may need to raise additional cash to

fund our operations or pursue our business strategy, in which case we may seek to borrow under our revolving

credit facilities, seek new or modified borrowing arrangements, or sell additional debt or equity securities. Incurring

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indebtedness under new or modified borrowing arrangements would subject us to debt service obligations and

additional covenants that could restrict our operations and further encumber our assets. The sale of convertible debt

or equity securities could result in additional dilution to our stockholders, and equity securities may have rights or

preferences that are superior to those of our existing stockholders. Although we believe we have adequate sources

of liquidity to support our cash needs and business strategy over the long term, factors such as changes in

consumer preferences or tastes and changes in the macroeconomic or geopolitical environment could adversely

affect our liquidity and capital resources.

Sources of Liquidity**.** We finance our working capital and operating requirements using a combination of cash and

cash equivalents balances, cash provided by operating activities, and repatriation of cash. We also have available

borrowing capacity under our revolving credit facilities. We believe our sources of cash and cash equivalents will

provide sufficient liquidity to enable us to meet our working capital requirements and contractual obligations for at

least the next 12 months and will be sufficient to allow us to pursue our business strategies and plans.

Cash and Cash Equivalents. As of March 31, 2026, and 2025, our cash and cash equivalents balance is $1,907,249

and $1,889,188, respectively, the majority of which is held in highly rated money market funds and interest-bearing

bank deposit accounts with established national and global financial institutions.

Cash Provided by Operating Activities. For the years ended March 31, 2026, and 2025, we generated $1,181,955

and $1,044,523, respectively, of cash from operating activities. Refer to the section titled “Cash Flows” below for

further discussion on cash flows generated from ongoing operating activities.

Repatriation of Cash. Our cash repatriation strategy, and by extension, our liquidity, may be impacted by several

additional considerations, which include future changes to, or our interpretations of, global tax law and regulations,

and our actual earnings in various jurisdictions in future periods. During the years ended March 31, 2026, and 2025,

no cash and cash equivalents were repatriated from an international subsidiary that were subject to income taxes.

As of March 31, 2026, and 2025, we have $653,924 and $481,836, respectively, of cash and cash equivalents held

by international subsidiaries, a portion of which may be subject to additional foreign withholding taxes if it were to be

repatriated. We continue to evaluate our cash repatriation strategy and currently anticipate repatriating current and

future unremitted earnings of non-US subsidiaries to the extent they have been subject to US income tax, if such

cash is not required to fund ongoing international operations. Refer to Note 5, “Income Taxes,” of our consolidated

financial statements in Part IV within this Annual Report for further information regarding our cash repatriation

strategy.

During the years ended March 31, 2026, and 2025, we did not generate significant pre-tax earnings from any

countries which do not impose a corporate income tax. A small portion of our unremitted accumulated earnings of

non-US subsidiaries, for which no US federal or state income tax have been paid, are currently expected to be

reinvested outside of the US indefinitely. Such earnings would become taxable upon the sale or liquidation of these

subsidiaries.

Revolving Credit Facilities. Information about our revolving credit facilities available as of March 31, 2026, is as

follows:

•Primary Credit Facility. We have a five-year unsecured revolving credit facility, which provides for

borrowings up to $400,000 (Primary Credit Facility) and contains a $25,000 sublimit for the

issuance of letters of credit. Under the Primary Credit Facility, there is no outstanding balance,

$399,407 of available borrowings, and $593 of outstanding letters of credit.

*•*China Credit Facility. We have an uncommitted revolving line of credit of up to CNY300,000, or

$43,512, with an overdraft facility sublimit of CNY100,000, or $14,504 (China Credit Facility). Under

the China Credit Facility, there is no outstanding balance, $43,032 of available borrowings, and

$480 of outstanding bank guarantees.

*•*Debt Covenants. We are in compliance with all financial covenants under our Primary Credit Facility

and China Credit Facility.

Refer to Note 6, “Revolving Credit Facilities,” of our consolidated financial statements in Part IV within this Annual

Report for further information regarding the terms of our revolving credit facilities.

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Primary Cash Requirements. Our primary cash requirements include working capital, purchase obligations,

payments to fulfill operating lease obligations, capital expenditures, and our stock repurchase program.

Working Capital. Our working capital requirements begin when we purchase materials and inventories and continue

until we collect the resulting trade accounts receivable. A significant portion of the UGG brand’s business has

historically been seasonal, with a higher concentration of net sales in the third fiscal quarter, which contributes to

variability in our working capital requirements and necessitates the use of available cash to build inventory levels in

advance of higher selling seasons. While the impact of seasonality has been partially mitigated by the increasing

contribution of HOKA brand net sales, which are generally more evenly distributed throughout the fiscal year, as

well as by the diversification and expansion of our year-round product offerings across our brands, we expect

working capital requirements to continue to fluctuate period to period.

Purchase Obligations. We have various types of purchase obligations, including obligations to purchase product,

commodities, and other purchase obligations such as service contracts, which are incurred in the normal course of

business but are considered commitments and contingencies that are not recorded in our consolidated financial

statements. As of March 31, 2026, our purchase obligations total $1,374,265. Refer to Note 8, “Commitments and

Contingencies,” of our consolidated financial statements in Part IV within this Annual Report for further information

on our purchase obligations.

Operating Lease Obligations. We primarily lease retail stores, showrooms, offices, and distribution facilities. As of

March 31, 2026, undiscounted operating lease payments recorded in the consolidated balance sheets total

$436,556. This amount excludes undiscounted minimum operating lease payments totaling $22,727 related to

leases signed during fiscal year 2026 that had not yet commenced. Refer to Note 7, “Leases,” of our consolidated

financial statements in Part IV within this Annual Report for further information on our operating lease obligations.

Capital Expenditures and Cloud Computing Arrangements. We estimate that aggregate capital expenditures and

certain implementation costs for cloud computing arrangements to be made before the end of our next fiscal year

will range from approximately $145,000 to $155,000. We anticipate these expenditures will primarily relate to

expanding and upgrading our HOKA brand and UGG brand retail store fleet, completing IT infrastructure and

system improvements, upgrading our office facilities, and upgrading our existing warehouses and DCs. However,

the actual amount of our future capital expenditures may differ significantly from this estimate depending on

numerous factors, including the timing of facility and retail store openings, as well as unforeseen needs to upgrade

or replace facilities.

Stock Repurchase Program. We continue to evaluate our capital allocation strategy and consider further

opportunities to utilize our cash resources in a way that will profitably grow our business, meet our strategic

objectives, and drive stockholder value, including by potentially repurchasing additional shares of our common

stock. As of March 31, 2026, the aggregate remaining approved amount under our stock repurchase program is

$1,549,602. Our stock repurchase program does not obligate us to acquire any amount of common stock and may

be suspended at any time at our discretion.

On May 20, 2026, our Board approved an additional authorization of $3,500,000 to repurchase shares of our

common stock under the same conditions as the prior stock repurchase program, resulting in an aggregate

remaining authorization of approximately $4,840,000 as of that date.

Refer to Note 11, “Stockholders’ Equity,” of our consolidated financial statements in Part IV and to Part II, Item 5,

“Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,”

within this Annual Report for further information regarding our stock repurchase program.

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Cash Flows

The following table summarizes the major components of our consolidated statements of cash flows for the periods

presented:

Operating Activities. Our primary source of liquidity was net cash provided by operating activities, which was

driven by our net income after non-cash adjustments and changes in operating assets and liabilities.

The increase in net cash provided by operating activities during the year ended March 31, 2026, compared to the

prior period, was due to $80,635 of favorable net income after non-cash adjustments, as well as $56,797 of

favorable changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily due

to favorable impacts from (1) timing of tax payments and receipts; (2) a higher rate of collections for trade accounts

receivable, net, on higher net sales; and (3) timing of purchases of inventory; partially offset by unfavorable impacts

from (4) net trade accounts payable from timing of receipts of goods and services and related disbursements; (5)

timing of derivative contract cash settlements recorded to prepaid expenses and other current assets; and (6) timing

of commodity deposits and investments in cloud computing arrangements recorded in other assets.

Investing Activities. The increase in net cash used in investing activities during the year ended March 31, 2026,

compared to the prior period, was primarily due to cash proceeds from the sale of assets received during the prior

period, partially offset by a decrease in purchases of property and equipment.

Financing Activities. The increase in net cash used in financing activities during the year ended March 31, 2026,

compared to the prior period, was primarily due to a higher dollar value of stock repurchases, inclusive of excise

taxes.

C****ritical Accounting Estimates

The preparation of our consolidated financial statements in accordance with US GAAP requires management to

make estimates and assumptions that affect the amounts reported. Management bases these estimates and

assumptions upon historical experience, existing and known circumstances, authoritative accounting

pronouncements, and other factors it believes to be reasonable. In addition, management has considered the

potential impact of macroeconomic and geopolitical factors on our financial condition, results of operations, and

liquidity, including inflationary pressures, increased tariffs, rising supply chain costs, high interest rates, foreign

currency exchange rate volatility, escalating global conflicts, changes in discretionary spending, and recession risks.

Although the full impact of these factors is unknown, management believes it has made appropriate accounting

estimates and assumptions based on the facts and circumstances available as of the reporting date. However,

actual results could differ materially from these estimates and assumptions, which may result in material effects on

our financial condition, results of operations and liquidity.

We believe the following critical accounting estimates involve a significant level of estimation uncertainty and the

balances have had or are reasonably likely to have a material impact on our financial condition or results of

operations. Refer to Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report

for further discussion of our significant accounting policies and use of estimates, as well as the impact of recent

accounting pronouncements.

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Sales Returns and Chargebacks. Revenue is recognized net of estimates, including for sales returns and

chargebacks. Actual sales returns and chargebacks may differ from our estimates and are based on various factors

including the following:

Sales Return Liability. The estimate of the sales return liability is determined based on several factors, including

known and actual returns, historical returns, and any recent events that could result in a change from historical

return rates. For our wholesale channel, we base our estimate of sales returns on approved customer return

requests, historical returns experience, and recent events that may affect expected return rates. For our DTC

channel, we estimate sales returns using a lag compared to the prior period and consider historical experience and

recent events or trends that may affect expected return rates.

Allowance for Chargebacks. We record a chargeback allowance based primarily on known circumstances, such as

price adjustments and short shipments, as well as unknown circumstances based on historical trends related to the

timing and amount of chargebacks taken against customer invoices.

Refer to Note 2, “Revenue Recognition and Business Concentrations,” of our consolidated financial statements and

Schedule II, “Total Valuation and Qualifying Accounts,” in Part IV within this Annual Report for further information

regarding the sales return liability and the allowance for chargebacks.

Allowance for Doubtful Accounts. We provide an allowance against trade accounts receivable for estimated

losses that may result from customers’ inability to pay. We determine the amount of the allowance by analyzing

known uncollectible accounts, aged trade accounts receivable, macroeconomic and geopolitical conditions and

forecasts, historical experience, and the customers’ creditworthiness. Changes in the characteristics of our trade

accounts receivable including the aforementioned factors, are reviewed periodically and may lead to adjustments in

our allowance for doubtful accounts. Actual future losses from uncollectible accounts may differ from our estimates.

Refer to Schedule II, “Total Valuation and Qualifying Accounts,” in Part IV within this Annual Report for further

information on our allowance for doubtful accounts.

Inventories**.** Inventories, which are primarily comprised of finished goods on hand and in transit, are stated at the

lower of cost (weighted moving average) or net realizable value at each financial statement date. Net realizable

value is the estimated selling price in the ordinary course of business, less reasonably predictable costs to sell.

We regularly review inventory for excess, obsolete, and impaired inventory to evaluate write-downs to the lower of

cost or net realizable value. Factors that may trigger inventory write-downs include damage, obsolescence, excess

quantities, discontinued styles, and declines in estimated selling prices, among others. Our evaluation considers

current and anticipated demand, historical liquidation and shrinkage experience, aging of inventory, and current

market conditions.

While we believe that adequate write-downs for inventory have been provided for in the consolidated financial

statements, our evaluation may be affected by factors outside our control, and we could experience additional

inventory write-downs in the future.

Income Taxes. Income taxes are accounted for using the asset and liability method. Deferred tax assets and

liabilities are recognized for the future tax consequences attributable to temporary differences between the financial

statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and

liabilities are measured using enacted tax rates that will be in effect for the years in which those tax assets and

liabilities are expected to be realized or settled.

We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to

be realized. We believe it is more likely than not that forecasted income, together with future reversals of existing

taxable temporary differences, will be sufficient to recover our net deferred tax assets, after consideration of

valuation allowances, which primarily relate to foreign losses in certain jurisdictions. If we determine all, or part of

our deferred tax assets are not realizable, or that additional deferred tax assets have become realizable, we will

adjust the valuation allowance accordingly, with a corresponding impact to earnings in the period such

determination is made.

We make estimates to determine income tax expense, deferred tax assets and liabilities, and uncertain tax

positions. Our estimates, relative to income tax expense, consider current global tax laws and regulations (and our

interpretations thereof) and possible outcomes of current and future audits conducted by foreign and domestic tax

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authorities. Changes in tax laws and regulations (and our interpretations thereof), and the resolution of current and

future tax audits, could significantly affect the amounts provided for income tax expense in our results of operations.

Our estimates related to tax benefits from uncertain tax positions consider whether a tax position is more likely than

not to be sustained on examination by the taxing authorities, based on the technical merits of the position and the

largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Resolution of these

uncertainties may result in the recognition of a tax benefit or an additional tax charge in the period our assessment

changes.

We determine on a regular basis the amount of undistributed earnings that will be indefinitely reinvested in our non-

US operations. This assessment is based on the cash flow projections and operational and fiscal objectives of each

of our US and international subsidiaries. We have not changed our indefinite reinvestment assertion of foreign

earnings other than previously taxed earnings and profits.

Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV within this Annual Report for

further information on our income taxes and tax strategy.

In the normal course of business, our financial condition and results of operations are subject to a variety of market

risks, including those associated with commodity prices; foreign currency exchange rates; and inflation, and, to a

lesser extent, interest rates and credit risks. We regularly assess these risks and have established policies and

business practices designed to mitigate their effects. There have been no material changes in our primary risk

exposures or management of market risks since the prior year.

Commodity Price Risk

We are exposed to commodity price fluctuations associated with the cost of raw materials used in our

manufacturing process, including sheepskin and sugarcane-derived ethylene-vinyl acetate (sugarcane-derived EVA)

(collectively, commodities). The supply of sheepskin, which is used to manufacture a significant portion of our UGG

brand products, is in high demand and there are limited suppliers that are able to provide the quantity and quality of

sheepskin that we require. To manage price volatility and ensure availability for our commodities, we currently enter

into fixed purchasing contracts with designated suppliers of sheepskin and sugarcane-derived EVA. Our fixed

pricing agreements are non-cancellable and may be subject to fees, including certain sheepskin purchasing

contracts requiring deposits when minimum volumes are not fully consumed. In the event of significant price

increases for our commodities, we will likely not be able to adjust our selling prices sufficiently to eliminate the

impact of such increases on our profitability. We continue to evaluate our fixed pricing agreement strategy for our

commodities.

Refer to Note 8, “Commitments and Contingencies,” of our consolidated financial statements in Part IV within this

Annual Report for further information on purchase obligations for commodities.

Foreign Currency Exchange Rate Risk

Although most of our sales and inventory purchases are denominated in US dollars, our global operations in the

international markets where our products are sold and manufactured expose us to risk of foreign currency exchange

rate fluctuations between the US dollar and primarily the currencies of Europe, Asia, Canada, and Latin America.

We are exposed to financial statement transaction gains and losses as a result of remeasuring our monetary assets

and liabilities that are denominated in currencies other than our subsidiaries’ functional currencies. We hedge

certain foreign currency exchange rate risks arising from existing assets and liabilities, as well as forecasted sales.

As our international operations grow and we increase purchases and sales in foreign currencies, we will continue to

evaluate our hedging strategy and may utilize additional derivative instruments to hedge our foreign currency

exchange rate risk.

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Foreign currency exchange rate fluctuations affect our results of operations and can make comparisons from year to

year more difficult. Foreign currency exchange rates at the end of the reporting period used to remeasure monetary

assets and liabilities (excluding the effect from derivative instruments) had a positive but immaterial impact on our

income from operations for the year ended March 31, 2026.

We use a sensitivity analysis technique 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, 2026, a hypothetical 10% foreign

currency exchange rate fluctuation would have caused the fair value of our financial instruments on our

consolidated balance sheets to change by approximately $34,500. As of March 31, 2026, there are no known

factors that we expect to result in a material change in the near-term in the general nature of our primary foreign

currency exchange rate risk exposure. Refer to the section titled “Summary of Significant Accounting Policies” in

Note 1, “General,” and Note 10, “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.

We do not, and do not intend to, engage in the practice of trading forward foreign currency exchange rate derivative

securities for profit.

Inflation Risk

Inflationary pressures, including higher supply chain, labor and overhead, and raw material costs, may adversely

affect our financial condition and operating results unless we are able to offset these increases through strategic

product price increases, negotiating cost-sharing arrangements with suppliers, or generating operating cost

efficiencies. Inflation could also reduce consumer confidence and discretionary spending, which could negatively

impact the demand for our products.

Interest Rate Risk

Our exposure to market risk for interest rates primarily relates to our cash and cash equivalents balances, and our

revolving credit facilities.

As of March 31, 2026, we had a cash and cash equivalents balance of $1,907,249. Our cash and cash equivalents

balances include cash on hand, demand deposits, and other highly liquid investments, such as money-market

funds, with an original maturity of three months or less. Cash and cash equivalents held by us are affected by

variable, short-term, market interest rates. Interest rates fluctuate as a result of many factors, including

governmental monetary policies, domestic and international economic and political considerations, and other factors

that are beyond our control. Using our average invested cash equivalents balance for the year ended March 31,

2026, the hypothetical effect of a 100 basis point change in applicable interest rates would result in a change of

approximately $16,300 to 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 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.

Because our revolving credit facilities bear interest at variable, short-term rates we are exposed to changes in

market interest rates that could impact the cost of servicing debt. As there were no outstanding balances under our

revolving credit facilities as of March 31, 2026, a 100 basis point change in applicable interest rates would have

resulted in no change to interest expense recorded in our consolidated statements of comprehensive income during

the year ended March 31, 2026. 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 facilities.

We do not, and do not intend to, engage in any interest rate hedging activity. We also do not, and do not intend to,

engage in the practice of trading interest rate derivative securities for profit.

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Credit Risk

We have cash on deposit with various large, reputable financial institutions and have invested in highly rated money

market funds. The amount of cash and cash equivalents held with certain financial institutions exceeds government‐

insured limits, and we may purchase investments not guaranteed by the government. Accordingly, there is a risk

that we will not recover the full principal of our investments or that their liquidity may be diminished.

We are also exposed to credit‐related losses in the event of nonperformance by the financial institutions that are

counterparties to our forward currency exchange rate forward contracts. The credit risk amount is our unrealized

gains on our derivative instruments, based on foreign currency exchange rates at the time of nonperformance.

To mitigate our credit risk, we have adopted the global investment policy and the foreign exchange risk

management policy that emphasizes preservation of principal and liquidity. Consistent with these policies, we seek

to enter into transactions with creditworthy and reputable financial institutions, by monitoring their credit standing,

and by limiting exposure to any one counterparty. We have not experienced material credit losses, and do not

believe our credit risk exposure is significant.

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 Schedules,” within this Annual Report.

Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act,

which are designed to provide reasonable assurance that information required to be disclosed in the reports that we

file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods

specified in the SEC’s rules and forms. Our disclosure controls and procedures also include controls and

procedures designed to reasonably ensure that such information is accumulated and communicated to

management, including our Principal Executive Officer (PEO) and Principal Financial and Accounting Officer

(PFAO), as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, our management recognized that any system

of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of

achieving the desired control objectives and management necessarily is required to apply its judgment in evaluating

the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls is

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. Over time, controls may

become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may

deteriorate. Because of the inherent limitations in any system of controls, misstatements due to error or fraud may

occur and not be detected, and controls may be circumvented or overridden.

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, 2026. Based on that evaluation,

our PEO and PFAO concluded that our disclosure controls and procedures are effective at a reasonable assurance

level as of March 31, 2026.

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Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as

defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process

designed by, or under the supervision of, our PEO and PFAO to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of our financial statements for external reporting purposes in

accordance with US GAAP. Our internal control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and

dispositions of assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with US GAAP, and that our receipts and expenditures are being

made only in accordance with authorizations of our management and directors; and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that

could have a material effect on our financial statements. Because of inherent limitations, internal control over

financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to

future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

As of March 31, 2026, 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 these criteria. The registered public accounting firm that audited our consolidated financial

statements in Part IV within this Annual Report has issued an attestation report on our internal control over financial

reporting. Refer to Part IV, “Report of Independent Registered Public Accounting Firm - Internal Control Over

Financial Reporting,” within this Annual Report.

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, 2026, that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PEO and PFAO Certifications

The certifications of our PEO and PFAO required by Rule 13a-14(a) of the Exchange Act, adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002 (“SOX”), are filed as Exhibit 31.1 and Exhibit 31.2, and the

certifications required by 18 U.S.C. Section 1350, adopted pursuant to Section 906 of SOX, are furnished as Exhibit

32.1, to this Annual Report. This Part II, Item 9A, should be read in conjunction with such certifications for a more

complete understanding of the topics presented.

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Director and Executive Officer Trading Plans and Arrangements

Our directors and executive officers may enter into trading plans or other arrangements with financial institutions to

purchase or sell shares of our common stock. 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.

Set forth below is a summary of the adoption, modification, and termination activity of our directors and executive

officers with respect to Rule 10b5-1 trading plans during the three months ended March 31, 2026:

*Not applicable.

(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.

During the three months ended March 31, 2026, no non-Rule 10b5-1 trading arrangements were adopted, modified,

or terminated by our directors or executive officers.

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PART III

The information required by this item will be disclosed in our definitive proxy statement on Schedule 14A (Proxy

Statement) for our 2026 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, 2026, pursuant to

Regulation 14A under the Exchange Act.

The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by

reference.

The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by

reference.

The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by

reference.

The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by

reference.

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PART IV

Refer to Part IV*,* “Index to Consolidated Financial Statements and Financial Statement Schedules,” on page F-1

within this Annual Report for our Consolidated Financial Statements and the Reports of Independent Registered

Public Accounting Firm*.*

EXHIBIT INDEX

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