Deckers Outdoor 10-K 2026-03-31

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

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 ou

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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

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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 Exch

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