Deckers Outdoor (DECK) 10-K risk factor changes: FY2026 vs FY2025
The 2026-03-31 10-K against the 2025-03-31 one, compared heading by heading and sentence by sentence.
Item 1A185 rewritten1,444 added191 removed19 unchanged
All filing items1,267 rewritten3,520 added1,196 removed221 unchanged
Summary
counted, not written
- Item 1A lists 50 risk factor headings: 28 new, 14 reworded and 8 unchanged since FY2025. 4 headings from FY2025 no longer appear.
- Sentence by sentence, 3,520 added, 1,196 removed, 1,267 rewritten and 221 unchanged across 24 items that differ.
- Not in this year's filing: Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK; Item 1. BUSINESS; Item 3. LEGAL PROCEEDINGS; Item 1B. UNRESOLVED COMMENT LETTERS; Item 1C. CYBERSECURITY; Item 2. PROPERTIES; Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES; Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA; Item 9A. CONTROLS AND PROCEDURES; Item 9B. OTHER INFORMATION; Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE; Item 11. EXECUTIVE COMPENSATION; Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS; Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE; Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
New Item 1A headings (28)
- 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 *UGGplushTM *(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.
- References *to “domestic” refer to our business and operations in *the *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”.
- Direct-to-Consumer.
- E-Commerce Websites.
- International Distribution.
- Inventory Management and Product Returns
- Sustainable Development Goals.
- Stakeholder Engagement.
- Human Capital - Our People and Our Culture
- Charitable Giving and Volunteering.
- Employee Health and Safety.
- 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.
- Regarding Forward-Looking Statements” *within this *Annual Report *for further information.
- Sheepskin and other raw materials are used to manufacture a significant portion of our products, and disruptions in the availability, pricing, or quality standards of these inputs could have a material adverse effect on our business.
- We rely on technical innovation to compete in the market for our products, and if we fail to innovate effectively or in a timely manner, our competitive position and results of operations could be adversely affected.
- Our reliance on independent manufacturers and suppliers located primarily in Southeast Asia exposes us and geopolitical conditions that could materially increase our costs, disrupt our global supply chain, and adversely affect our results of operations.
- reputation, results of operations, or financial condition.
- The tax laws applicable to our business are complex, and changes in tax laws or audits by taxing authorities could increase our worldwide tax rate and may subject us to additional tax liabilities, which may materially affect our financial position and results of operations.
- Cybersecurity Risk Management and StrategyCybersecurity
- Corporate Headquarters.
- Regional Offices.
- Retail Stores.
- Market Information.
- Holders of Record.
- Unregistered Sales of Equity Securities.
Removed Item 1A headings (4)
- We use sheepskin to manufacture a significant portion of our products, and if we are unable to obtain sufficient sheepskin at acceptable prices that meets our quality expectations, or if there are legal or social impediments to our ability to use sheepskin, it could have a material adverse effect on our business.
- We rely on technical innovation to compete in the market for our products.
- Our reliance on independent manufacturers and suppliers located primarily in Southeast Asia subjects us to risks associated with complex and evolving international trade policies, regulatory environments, and geopolitical relations that could materially increase our costs, disrupt our global supply chain, and adversely affect our financial performance.
- Supply chain disruptions could interrupt product manufacturing and global logistics and increase product and transportation costs.
Reworded Item 1A headings (14)
- 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,
[removed: including by successfully introducing new products,]we could lose sales, our relationships with customers could be harmed, and our brand loyalty could be diminished. - If we are unsuccessful at managing
[removed: product manufacturing decisions to offset the inherent seasonality of our business,][added: inventory planning, forecasting, and global supply chain execution,] we may be unable to accurately forecast our inventory and working capital requirements, which may have a material adverse effect on our financial condition and results of operations. - We rely upon independent manufacturers for
[removed: most][added: all] of our production needs, and the failure of these manufacturers to manage these responsibilities would prevent us from filling customer orders, which would result in loss of sales and harm our relationships with customers. - Our financial success is influenced by the success of our customers, and the loss of a key customer could have a material adverse effect on our
[removed: financial condition and]results of operations. - We depend on qualified talent and, if we are unable to retain or hire executive officers, key employees, and skilled talent, we may not be able to achieve our strategic objectives,
[removed: and][added: which could adversely affect] our results of[removed: operations may be adversely impacted.][added: operations.] - We may not succeed in implementing our growth strategies, in which case we may not be able to take advantage of certain market opportunities and
[removed: may become less competitive.][added: our competitive position and results of operations could be adversely affected.] - Increasing expectations from investors, regulators, and other key stakeholders with respect to our ESG practices may impose additional costs on us or expose us to
[removed: new or]additional risks. - Our sales in international markets are subject to a variety of legal, regulatory, political, cultural, and economic risks that may adversely affect our results of
[removed: operations in certain regions.][added: operations.] - We conduct business outside the US, which exposes us to foreign currency exchange rate risk, and could have a negative effect on our
[removed: financial results.][added: results of operations.] - A security breach or disruption to our IT systems could materially harm our business, disrupt our operations, or result in unauthorized disclosure of sensitive information, which could damage our relationships, expose us to litigation or regulatory proceedings, or harm our reputation, any of which could materially [added: and] adversely affect our business and results of operations.
- If the technology-based systems that give our customers the ability to shop or interact with us online do not function effectively, our results of operations, as well as our ability to grow our e-commerce websites globally or to retain our customer base, could be materially [added: and] adversely affected.
- If we are unsuccessful at improving our operational and IT systems and our efforts do not result in the anticipated benefits to us or result in unanticipated disruption to our business, our
[removed: financial condition and]results of operations could be adversely[removed: affected, and our business may become less competitive.][added: affected.] - Our common stock price has been volatile, which could result in
[removed: substantial]losses for stockholders. - Anti-takeover provisions contained in our Amended and Restated Certificate of Incorporation (Certificate) and Amended and Restated Bylaws (Bylaws), as well as provisions of Delaware law, could impair [added: or delay] a takeover attempt.
A heading is new when no FY2025 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2026; struck-through words were in FY2025. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. , “Risk Factors,” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
185 rewritten, 1,444 added, 191 removed, 19 unchanged
*Our short and [removed: long-term] [added: long\-term] success is subject to numerous risks and uncertainties, many of which involve factors [removed: that are difficult to predict or beyond our control.][added: that*]
As a result, investing in our common stock involves substantial [removed: risk.][added: risk.*]
[removed: If any of these] [added: *these] risks are realized, our business, financial condition, results of operations, and prospects could be [removed: materially and adversely affected.][added: materially*]
In that case, the value of our common stock could decline, and stockholders may lose all [removed: or part of their investment.][added: or*]
[removed: Furthermore, additional risks and uncertainties of which we are currently unaware, or which we] [added: *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 [removed: numerous risks and uncertainties including those described in this section.][added: numerous*]
[removed: Refer to the section entitled “Cautionary Note Regarding] [added: *Regarding] Forward-Looking [removed: Statements” within this Annual Report for additional] [added: Statements”* *within this* *Annual Report* *for further] information.*
[removed: RISKS RELATED TO OUR BUSINESS AND INDUSTRY][added: Risks Related to Our Business and Industry]
The footwear, apparel, and accessories industry is subject to rapid changes in consumer preferences and fashion [removed: tastes, which make it difficult to anticipate demand for our products and forecast our financial results.]
[removed: Our] success [removed: is driven to some extent by] [added: depends, in part, on] brand loyalty, and there can be no assurance [added: that] consumers will continue to prefer [removed: our brands.]
[removed: As our brands and] product offerings evolve, [removed: it is necessary for] our products [removed: to] [added: must] appeal to [removed: an even] [added: a] broader [added: and more diverse] range of consumers whose [removed: preferences cannot be predicted with certainty.]
Volatile economic conditions and changes in the market have affected, and may continue to affect, consumer [removed: spending generally and the buying habits and preferences of consumers.]
[Table [removed: of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)][added: of Contents](#i01ed5ad8f7104a00be101032fed63b0e_7) 3]
[removed: In either case, these changes could reduce our sales] [added: profitability] and [removed: profitability, which could] have a material adverse effect on our financial condition and results of operations.
We sell a significant portion of our products through higher-end specialty and department store [removed: retailers, as well as through] [added: retailers and] online [removed: marketplaces.]
We face intense competition from both established companies and newer entrants into the market, and [removed: 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.][added: our]
The footwear, apparel, and accessories industry is highly competitive and subject to [added: rapidly] changing consumer [removed: preferences and tastes.]
[removed: Our inability] [added: failure] to compete effectively could cause our market share to decline, which could harm our reputation [removed: and have a material adverse effect on our financial condition and results of operations.][added: and]
Our competitors include both established [removed: companies] [added: global brands] and newer [removed: entrants into the market.][added: market entrants, including competitors whose]
[removed: If we are unsuccessful at managing product manufacturing decisions to offset the inherent seasonality of our business, we may] [added: may] be unable to accurately forecast our inventory and working capital requirements, which may have [removed: a material adverse effect on our financial condition and results of operations.][added: a]
Like other companies in our industry, we have an extended design and manufacturing process, which involves [removed: product design, material purchases, inventory accumulation and the subsequent sale of the inventories, and accounts receivable collection.]
[removed: Further,] [added: our global] supply chain [removed: disruptions] may drive higher inventory procurement positions that could negatively affect our [added: working]
[added: capital and] gross [removed: profit as a percentage of net sales (gross margin)] [added: margin] as a result of selling excess quantities [removed: though] [added: through] close out channels.
- changes in consumer preferences, [removed: tastes,] discretionary [removed: spending, and] [added: spending patterns,] prevailing fashion [removed: trends;][added: trends, and]
The evolution and expansion of our brands and product offerings have made our inventory management activities [removed: more challenging.]
[removed: For example, if we overestimate demand for any products or styles, we may be forced to incur significant markdowns or sell excess inventories at reduced prices, which would result in lower revenues and reduced gross] margin, and we may not be able to recover our investment in the development of new styles and product lines.
[removed: On] the other hand, if we underestimate demand, or if our independent manufacturing facilities are unable to supply [removed: products in sufficient quantities, we may experience inventory shortages that may prevent us from fulfilling customer orders or result in us delaying shipments to customers.]
[removed: If that occurred, we could] [added: could] lose sales, our relationships with customers could be harmed, and our brand loyalty could [removed: be diminished.][added: be]
[removed: In either event, these factors could have] [added: have] a material adverse effect on our financial condition and results of [removed: operations.][added: operations.]
We rely upon a number of warehouse and distribution facilities to operate our business, and any damage [removed: to one of these facilities, or any disruptions caused by incorporating new facilities into our operations, could have a material adverse effect on our business.][added: to]
We rely upon a broad network of warehouses and distribution facilities to store, sort, package and distribute our [removed: products.]
In the US, we distribute products primarily through self-managed warehouses and DCs in Moreno Valley, California, [removed: and in Mooresville, Indiana, which feature a complex warehouse management system that enables us to efficiently pack products for direct shipment to our customers and consumers.]
[removed: We could face a significant disruption in our domestic warehouse and DC operations if our warehouse management system does not perform as anticipated or] ceases to function for an extended period of time, which could occur due to damage to the facility, failure of software [removed: or equipment, cyber-security incidents, power outages or similar problems.]
Internationally, we distribute our products through warehouses and DCs managed by 3PLs in certain international [removed: locations.]
[removed: The loss of or disruption to the operations of] any one or more of these facilities could materially [added: and] adversely affect our sales, business performance, and [removed: results of operations.]
[removed: Although we believe we possess adequate insurance to cover the potential effect of a] disruption to the operations of these facilities, such insurance may not be sufficient to cover all of our potential [removed: losses and may not continue to be available to us on acceptable terms, or at all.]
We rely [removed: upon independent manufacturers for most] [added: upon independent manufacturers for all] of our production needs, and the failure of [removed: these manufacturers to manage these responsibilities would prevent us from filling customer orders, which would result in loss of sales and harm our relationships with customers.][added: these]
We rely upon independent manufacturers and their respective material suppliers for [removed: most] [added: all] of our production needs, the [removed: majority of which are located in Southeast Asia, predominately in Vietnam, and we do not have direct control over these manufacturers or their suppliers.]
[removed: We expect our] independent manufacturers to finance the production of goods ordered, maintain manufacturing capacity, comply [removed: with our policies, and store finished goods in a safe location pending shipment.]
[removed: While we have long-standing relationships with most of these] manufacturers, they could terminate our engagement, seek to increase their prices, or extract other concessions [removed: from us, and we may not be able to timely engage a suitable alternative.]
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.

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* *UGGplushTM* *(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.*
*References* *to “domestic” refer to our business and operations in* *the* *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”.*
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| ITEM 1. BUSINESS |
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.
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.
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, including by successfully introducing new products, we could lose sales, our relationships with customers could be harmed, and our brand loyalty could be diminished.
Consumer demand for our products depends in part on the continued strength of our brands, which in turn depends on our ability to anticipate, understand, and promptly respond to the rapidly changing preferences and fashion tastes, as well as consumer spending patterns, with appealing merchandise.
New footwear models that we introduce may not be successful with consumers or our brands may fall out of favor with consumers.
If we are unable to anticipate, identify, or react appropriately to changes in consumer preferences, our revenues may decrease, our brands’ image may suffer, our operating performance may decline, and we may not be able to execute our growth plans.
Even if we develop and manufacture new footwear products and collaborations that consumers find appealing, their ultimate success may depend on our pricing, and we may set the prices of new styles too high for the market to bear.
Further, the value of our brands is based on evolving consumer perceptions, including as a result of shifting ethical, political or social standards, and concerns with respect to product pricing, quality, design, technical performance, components or materials (including their sustainability), or customer service could result in negative perceptions and the loss of brand loyalty and value.
These concerns may be exacerbated by negative publicity regarding us or our products, brands, marketing campaigns, partners, or endorsers, which could adversely affect our reputation and sales regardless of the accuracy of such claims.
Social media and digital marketing campaigns, which accelerate the dissemination of information, can increase the challenges of containing negative claims.
If consumers perceive our brands negatively, whether or not warranted, our brand image would become tarnished and our products would become less desirable, which could have a material adverse effect on our business.
Failure to gain market acceptance for new products could impede our ability to maintain or grow current revenue levels, reduce profits, adversely affect the image of our brands, erode our competitive position, and result in long-term harm to our business and financial results.
A significant portion of the products we sell, especially those sold under the UGG and HOKA brands, are premium retail products.
The purchase of these
products is discretionary and is therefore highly dependent upon the level of consumer confidence and discretionary spending.
Sales of these products may be adversely affected by variable economic factors, including worsening economic conditions, consumer confidence in future economic conditions, including recessionary concerns, changes to fuel, energy, labor, and healthcare costs, declines in income or asset values, and increases in consumer debt levels, inflation and interest rates, tariffs, and unemployment rates.
Uncertainty in global economic conditions may result in unpredictable consumer discretionary spending trends.
During an actual or perceived economic downturn, fewer consumers may shop for our products, and those who do may limit the amount of their purchases or seek less costly substitutes for our products.
As a result, we could be required to reduce the price we can charge for our products or increase our marketing and promotional expenses to generate additional demand for our products.
The businesses of these customers may be affected by factors such as changes in economic conditions, ongoing geopolitical conflicts and uncertainties, fluctuations in foreign currency exchange rates, failures or instability in the US banking system, reduced consumer demand for premium products, decreases in available credit, and increased competition.
If our customers face financial difficulties, it could have an adverse effect on our estimated allowances and reserves, and potentially result in us losing key customers.
In particular, we believe that, as a result of the growth of the UGG and HOKA brands, competitors have entered the marketplace specifically in response to the success of our brands, and other competitors may do so in the future, particularly as access to offshore manufacturing and changes in technology make it easier and more cost effective to compete.
A number of our larger competitors have significantly greater financial, technological, engineering, manufacturing, marketing, and distribution resources than we do, as well as greater brand awareness in the footwear, apparel, and accessories markets among consumers.
As a result, we have faced, and expect to continue to face, intense pressure with respect to competition for key customer accounts and distribution channels.
These competitors may have relationships with our key retail customers that are more important to those customers because of the significantly larger volume and product mix that our competitors sell to them.
Our competitors’ greater resources may enable them to more effectively compete on the basis of price and production, develop new products more quickly or with superior technical capabilities, adapt to changes in technology, including the successful utilization of data analytics, artificial intelligence, and machine learning, market their products and brands more successfully, identify or influence consumer preferences, increase their market share, withstand the effects of seasonality, and manage periodic downturns in the footwear, apparel, and accessories industry or in economic conditions.
As a result of these pressures, we have faced, and expect to continue to face, intense pricing pressure.
Efforts by our competitors to dispose of excess inventories may significantly reduce prices of competitive products, which may pressure us to reduce the pricing of our products to compete, or cause consumers to shift their purchasing decisions away from our products entirely.
Further, we believe that our key customers face intense competition from their competitors, which could negatively affect the financial stability of their businesses and their ability to conduct business with us.
This cycle requires us to incur significant expenses relating to the design, manufacturing, and marketing of our products in advance of the realization of revenue from sales, and results in significant liquidity requirements and working capital fluctuations throughout our fiscal year.
Because this cycle involves long lead times, which require us to make manufacturing decisions months in advance of an anticipated purchasing decision by the consumer, it is challenging to manage our inventory and working capital requirements.
Further, once manufacturing decisions are made, it is difficult to predict and timely adjust expenses, accurately forecast our financial results, and meet the expectations of analysts and investors, including as a result of:
- the effects of unfavorable or unexpected weather patterns on consumer spending and demand for our products, as the sales of a majority of our UGG brand products are inherently seasonal and the effects of climate change may pronounce these conditions;
- market acceptance of our current products and new products, and of competitive products;
- the competitive environment, including pricing pressure from reduced pricing of competitive products, which may cause consumers to shift their purchasing decisions away from our products;
*•*delays in resource or product availability from supply chain disruptions; and
- uncertain macroeconomic and political conditions.
We expect our recent domestic warehouse and DC expansion to create long-term capacity for the domestic growth of the UGG and HOKA brands.
In addition, if our domestic warehouse and DC operations and scaling efforts are impeded or delayed for any reason, it could result in shipment delays or the inability to deliver product at all, which would result in lost sales, strain our relationships with customers and consumers, and cause harm to our reputation, any of which could have a material adverse effect on our business.
For example, we are currently in the process of transitioning one of our international 3PLs to a new partner with an upgraded warehouse management system beginning in October 2025.
We depend on 3PLs to manage the operation of their warehouses and DCs to meet our business needs, performance standards, and expectations, including with respect to data security, compliance with data protection and privacy laws, and provision of quality services on a timely basis at the prices we expect.
An excerpt. Shown here: 40 of 185 rewritten, 40 of 1,444 added and 40 of 191 removed. The counts are complete. For every sentence, read Item 1A. , “Risk Factors,” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of in the FY2026 filing and the FY2025 filing.
Item 7. , “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual
183 rewritten, 604 added, 222 removed, 19 unchanged
*Certain statements made in this section constitute “forward-looking statements,” which are subject to [removed: numerous risks and uncertainties.][added: numerous*]
[removed: Our actual results of operations may differ materially from those expressed or implied by these] [added: *these] forward-looking statements as a result of many factors, including those set forth in the section [removed: titled “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors,” within this Annual Report.*][added: titled*]
*Unless otherwise indicated, all figures herein are expressed in thousands, except [removed: for] per [removed: share and share data.*][added: share* *data.]
We are a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories [removed: developed for both everyday casual lifestyle use and high-performance activities.]
[removed: We] believe our products are distinctive and appeal to a broad demographic.
[removed: Our brands sell our products through quality domestic and international retailers, international distributors, and directly to] global consumers through our DTC channel, which is comprised of an e‑commerce and retail store presence.
[removed: We] seek to differentiate our brands and products by offering diverse lines that emphasize fashion, [removed: authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons, and demographic groups.][added: performance,]
[Table [removed: of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)][added: of Contents](#i01ed5ad8f7104a00be101032fed63b0e_7) 33]
Consolidated financial performance highlights for fiscal year [removed: 2025,] [added: 2026 (current period),] compared to fiscal year [removed: 2024 (the prior period), were as follows:][added: 2025]
[removed: *◦*Brand][added: ◦Brand]
▪UGG brand net sales increased [removed: 13.1%] [added: 8.2%] to [removed: $2,531,351.][added: $2,738,758.]
▪HOKA brand net sales increased [removed: 23.6%] [added: 15.9%] to [removed: $2,233,090.][added: $2,587,330.]
▪Other brands net sales decreased [removed: 8.6%] [added: 33.9%] to [removed: $221,171.][added: $146,208.]
▪Wholesale channel net sales increased [removed: 17.4%] [added: 12.3%] to [removed: $2,855,865.][added: $3,208,107.]
▪DTC channel net sales increased [removed: 14.8%] [added: 6.3%] to [removed: $2,129,747.][added: $2,264,189.]
[removed: *◦*Geography][added: ◦Geography]
▪Domestic net sales increased [removed: 11.3%] [added: 0.2%] to [removed: $3,186,709.][added: $3,191,518.]
▪International net sales increased [removed: 26.3%] [added: 26.8%] to [removed: $1,798,903.][added: $2,280,778.]
- Income from operations increased [removed: 27.1%] [added: 7.1%] to [removed: $1,179,092.][added: $1,262,903.]
- Income from operations as a percentage of net sales (operating margin) [removed: increased 200] [added: decreased 50] basis points [removed: to 23.6%.]
- Diluted earnings per share increased [removed: 30.2%] [added: 10.9%] to [removed: $6.33] [added: $7.02] per share.
Refer to [removed: the section titled “The Company,” in] Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report [removed: for further information.]
Refer to the section [removed: below] titled “Reportable Operating [removed: Segment Overview” for further information on our results of operations.]
[removed: Refer to the section titled “The Company,” in Note 1, “General,”] [added: Contingencies,”] of our consolidated financial statements in Part IV within this Annual Report for further information [removed: on the sale of the Sanuk brand.]
[removed: Refer to the section titled “Basis of Presentation,” in Note 1, “General,” of our] consolidated financial statements in Part IV within this Annual Report for further information.
[removed: We expect our] [added: Our] business and industry [removed: will continue] [added: are subject] to [removed: be impacted by] several important trends and uncertainties, including the following:
[removed: *•*We] [added: - We] are exposed to risks [removed: resulting] from evolving [removed: US] trade [removed: policy that has introduced uncertainty and volatility in global trade relations,] [added: policies,] including higher tariffs and [removed: greater] restrictions [removed: on goods imported from certain regions.]
[removed: These risks may have a material adverse] impact [removed: on] [added: the] demand for our products.
While these factors did not materially impact our [removed: business or] results of operations during [removed: fiscal year 2025,] the [removed: full impact of these factors is difficult to quantify and could negatively impact us in future periods.][added: current]
Brand [removed: and Omni-Channel Strategy][added: and Omnichannel Strategy]
- We [removed: remain] [added: are] focused on increasing global consumer [removed: awareness] [added: awareness, cultural relevance,] and adoption of our [removed: brands, which has continued to positively impact our financial results.]
- We continue to [removed: implement a] [added: manage] marketplace inventory [removed: management strategy for our brands] through [added: product] segmentation and differentiation.
[removed: We expect increased sales] [added: growth] in [removed: the] [added: our] DTC [removed: channel will] [added: channel’s net sales to] continue to positively impact our gross [removed: margins.][added: margin; however,]
[removed: We continue to selectively expand our HOKA] brand presence through additional [removed: locations with our] wholesale [removed: partners] [added: partner locations] and targeted [removed: retail store expansion within our] DTC [removed: channel.][added: channel retail]
As of March 31, [removed: 2025,] [added: 2026,] our three reportable operating segments include the worldwide operations of the [removed: UGG brand,] HOKA [removed: brand, and Other brands.]
[removed: Refer to Note 12, “Reportable Operating Segments,”] [added: Measurements,”] of our consolidated financial statements in Part IV within this Annual Report for further information [removed: on reportable operating segments.]
[removed: UGG Brand.] [added: UGG Brand.] The UGG brand is one of the most iconic and recognized [removed: footwear] brands in our industry, which highlights our [removed: successful track record of building niche brands into lifestyle and fashion market leaders.]
[removed: With loyal consumers around the world, the UGG brand has proven to be a highly resilient consumer-focused line of premium footwear, apparel, and accessories] with year-round product offerings that appeal to a growing global audience and a broad demographic.
- Successful acquisition of a diverse global consumer base, and [removed: in particular] focusing on key markets, through [removed: 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; [removed: purposefully built and luxuriously comfortable footwear, apparel, and accessories.]
*Report* *on Form 10-K for the* *fiscal year ended March 31, 2025, filed with the* *SEC* *on* *May 23, 2025.*
*risks and uncertainties.
Our actual results of operations may differ materially from those expressed or implied by*
*“Cautionary Note Regarding Forward-Looking Statements” and* *Part I, Item 1A,* *“Risk Factors,”* *within this* *Annual*
*Report.*
References to*
*“domestic” refer to the* *US.*
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.
We
Our brands sell our products through
quality domestic and international retailers and international distributors in our wholesale channel, and directly to
We
authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons, and
demographic groups.
(the prior period), were as follows:
- Net sales increased 9.8% to $5,472,296.
- Gross profit as a percentage of net sales (gross margin) decreased 20 basis points to 57.7%.
- SG&A expenses increased 11.0% to $1,894,823.
to 23.1%.
- 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.
period, they could negatively affect us in future periods.
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
*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, 2025, 2024, and 2023 and year-over-year comparisons between those periods.*
We market our products primarily under five proprietary brands: UGG, HOKA, Teva, AHNU, and Koolaburra.
- Net sales increased 16.3% to $4,985,612.
- Gross margin increased 230 basis points to 57.9%.
- SG&A expenses increased 17.1% to $1,706,571.
RECENT DEVELOPMENTS
Koolaburra Brand. During the third quarter of fiscal year 2025, we began taking steps to phase out our standalone operations for the Koolaburra brand in order to maintain focus on our most significant organic opportunities.
We closed Koolaburra.com as of March 31, 2025, and plan to wind down the Koolaburra brand in the wholesale channel by the end of calendar year 2025.
Sanuk Brand Asset Sale. During the second quarter of fiscal year 2025, we completed the sale of the Sanuk brand and certain related assets.
Forward Stock Split and Authorized Share Increase. On September 13, 2024, we effected a stock split and an authorized share increase.
Our financial results included within this Annual Report have been retroactively adjusted to reflect the effectiveness of the stock split and the authorized share increase.
While we pursue mitigation strategies, including through selective, staggered, and strategic price increases on our products sold in the US and by negotiating cost-sharing arrangements with our independent manufacturers, we may be unable to offset all resulting
increases to our cost of goods sold.
- Macroeconomic factors, including inflationary pressures, increased tariffs, geopolitical unrest, and escalating global conflicts, are creating a complex and challenging environment for our business and industry.
Our efforts to drive brand adoption are focused on building brand acceptance and heat through launches of innovative product offerings, coupled with marketing investments across multiple geographic markets and channels of distribution, including strategic expansion of the global marketplace.
During fiscal year 2025, we continued to experience alignment on product assortments that resulted in higher full-price sell-through, which benefited our gross margins across all channels of distribution.
While gross margins continue to be an area of strategic focus, we may not experience these benefits to our gross margins in our fiscal year ending March 31, 2026 (next fiscal year) due to various factors, including impacts from macroeconomic and geopolitical factors, discussed above, as well as potential impacts from our pricing strategies.
- Our long-term strategy remains focused on building our DTC channel to represent an increased proportion of our total net sales, which includes differentiating the consumer experience from the wholesale channel to drive increases in acquisition and retention to sustain strong market positions and a high level of demand for our brands.
However, as we expand doors with wholesale partners to drive brand awareness and market share in the near-term, our wholesale channel may represent a higher portion of our total net sales in certain periods, which could pressure our margins in those periods.
- We continue to implement our international growth strategies for the HOKA and UGG brands to represent an increased proportion of our total net sales.
We also continue to invest in certain regions that provide influential market presence to build HOKA brand awareness, and we expect to continue making these investments, including in our next fiscal year.
We continue to emphasize elevating the customer experience for our brands through category expansion and collaborations.
*•*To support our growing business, we continue to invest in our network of global warehouses, DCs, and 3PLs, which have fixed and variable costs, with variable costs changing relative to changes in net sales.
We continue to diversify our third-party manufacturers and the regions in which they operate.
We are currently negotiating the transition of one of our international 3PLs to a new partner with an upgraded warehouse management system during our next fiscal year.
We expect to continue to invest in and build upon these infrastructure capabilities to continue meeting customer and consumer demand.
Information reported to the CODM, who is our Principal Executive Officer (PEO), is organized into these reportable operating segments and is consistent with how the CODM evaluates our performance and allocates resources.
*Change in Reportable Operating Segments.* During the fourth quarter of fiscal year 2025, the financial information regularly used by the CODM to evaluate performance, make operating decisions, and allocate resources was revised.
In connection with executive leadership alignment, and the recent divestiture and phase out of certain brands, the CODM shifted resource allocation decisions and performance assessment to a brand focus, rather than a distribution channel focus.
This resulted in a change in our reportable operating segments.
The change in reportable operating segments had an impact on segment income from operations, a measure of segment profitability, and we clarified unallocated overhead costs excluded from this measure as unallocated enterprise and shared brand expenses.
Unallocated enterprise and shared brand expenses are costs that are managed centrally and not specific to any one brand.
These costs are primarily comprised of certain payroll and related expenses, including stock-based compensation; global IT expenses; 3PL service fees; depreciation, rent, and occupancy for owned warehouses and offices; and other SG&A expenses, such as costs for contract services, materials, supplies, and travel.
These costs span multiple functions including owned warehouses and 3PL service fees, along with enterprise costs which include centralized commercial operations, IT, finance, human resources, legal, supply chain, and corporate executives.
Previously, our six reportable operating segments included the worldwide wholesale operations of the UGG brand, HOKA brand, Teva brand, Sanuk brand, and Other brands (primarily the AHNU brand and Koolaburra brand), and DTC.
Reportable operating segment results for all prior periods presented in this Annual Report have been recast to reflect the change in reportable operating segments.
As discussed under the section titled “Recent Developments” above, the sale of the Sanuk brand was completed during fiscal year 2025.
The financial results for our reportable operating segments present the former Sanuk brand within the Other brands reportable operating segment through the Sanuk Brand Sale Date for the year ended March 31, 2025, and full financial results for the years ended March 31, 2024, and 2023.
- Leading performance product innovation, category extensions, and key franchise management, including higher frequency product drop rates and improving accessibility to all athletes.
An excerpt. Shown here: 40 of 183 rewritten, 40 of 604 added and 40 of 222 removed. The counts are complete. For every sentence, read Item 7. , “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual in the FY2026 filing and the FY2025 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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In the normal course of business, our financial position and results of operations are subject to a variety of risks, including risks associated with commodity pricing, foreign currency exchange rates and, to a lesser extent, interest rates.
There have been no material changes in our primary risk exposures or management of market risks since the prior year.
We regularly assess these risks and have established policies and business practices designed to mitigate their effects.
Refer to Part I, Item 1A, “Risk Factors,” within this Annual Report for further discussion of risks to our business and results of operations.
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 EVA (collectively, commodities).
To manage price volatility and ensure availability for our commodities, we currently enter into fixed purchasing contracts with designated suppliers of sheepskin and, at times, 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 firm pricing agreement strategy for our commodities, including other preferred materials.
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 7, “Commitments and Contingencies,” of our consolidated financial statements in Part IV within this Annual Report for further information on our minimum purchase obligations for commodities.
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 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.
We do not use foreign currency exchange rate forward contracts for speculative trading purposes.
Foreign currency exchange rate fluctuations affect our results of operations and can make comparisons from year to year more difficult.
Foreign currency exchange rates, excluding the effect from derivative instruments, to remeasure monetary assets and liabilities using the exchange rate at the end of the reporting period, had a negative impact on our income from operations for the year ended March 31, 2025.
We use forward foreign exchange contracts to hedge material exposure to adverse changes in foreign currency exchange rates.
A sensitivity analysis technique has been used to evaluate the effect that changes in the market value of foreign exchange currencies will have on our forward foreign exchange contracts.
As of March 31, 2025, a hypothetical 10% foreign currency exchange rate fluctuation would have caused the fair value of our financial instruments to change by approximately $34,000.
As of March 31, 2025, there are no known factors that we would 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 9, “Derivative Instruments,” of our consolidated financial statements in Part IV within this Annual Report for further information on our use of derivative contracts and related accounting policies.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
INTEREST RATE RISK
Our exposure to market risk for interest rates relates to our cash and cash equivalents, including cash invested in highly rated money market funds, and our revolving credit facilities.
Cash and cash equivalents held by us are affected by variable, short-term interest rates.
Using our average invested cash equivalents balance as of March 31, 2025, the hypothetical effect of a 100 basis point change in short-term interest rates would result in a change of approximately $14,700 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.
Our revolving credit facilities bear interest at variable rates.
As a result, 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, 2025, the hypothetical effect of a 100 basis point change in interest rates for borrowings made under our revolving credit facilities would have resulted in no change to interest expense recorded in our consolidated statements of comprehensive income during the year ended March 31, 2025.
Refer to Note 6, “Revolving Credit Facilities,” of our consolidated financial statements in Part IV within this Annual Report for further information on our revolving credit facilities.
Item 1. BUSINESS
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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 five proprietary brands: UGG, HOKA, Teva, AHNU, and Koolaburra.
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, international distributors, 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, 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).
RECENT DEVELOPMENTS
Koolaburra Brand. During the third quarter of fiscal year 2025, we began taking steps to phase out our standalone operations for the Koolaburra brand in order to maintain focus on our most significant organic opportunities.
We closed Koolaburra.com as of March 31, 2025, and plan to wind down the Koolaburra brand in the wholesale channel by the end of calendar year 2025.
Refer to the section titled “The Company,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
Sanuk Brand Asset Sale. We completed the sale of our Sanuk brand and certain related assets on August 15, 2024 (Sanuk Brand Sale Date).
Refer to the section titled “The Company,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information on the sale of Sanuk brand.
Forward Stock Split and Authorized Share Increase. On September 13, 2024, we effected a stock split and an authorized share increase.
Our financial results included within this Annual Report have been retroactively adjusted to reflect the effectiveness of the stock split and the authorized share increase.
Refer to the section titled “Basis of Presentation,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information.
BRANDS
UGG. The UGG brand is one of the most iconic and recognized footwear brands in our industry, which highlights our successful track record of building niche brands into lifestyle and fashion market leaders.
With loyal consumers around the world, the UGG brand has proven to be a highly resilient consumer-focused line of premium footwear, apparel, and accessories with year-round product offerings that appeal to a growing global audience and a broad demographic.
HOKA. 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, taste makers, and everyday athletes.
Expanded marketing and strategic marketplace presence have fueled both domestic and international sales growth of the HOKA brand, which has quickly become a leading brand within run and outdoor specialty wholesale accounts and is growing across its global marketplace.
The HOKA brand’s product line includes running, trail, hiking, fitness, and lifestyle footwear offerings, as well as select apparel and accessories.
Other Brands. Other brands consist primarily of the Teva brand, AHNU brand, and Koolaburra 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 AHNU brand’s footwear products fuse high-performance technology with timeless style crafted for everyday wear.
The Koolaburra brand, for which we are phasing out standalone operations by the end of calendar year 2025, is a casual footwear brand that uses plush materials to target value-oriented consumers.
As discussed under the section titled “Recent Developments” above, the sale of the Sanuk brand was completed during fiscal year 2025.
The financial results for our reportable operating segments present the former Sanuk brand within the Other brands reportable operating segment through the Sanuk Brand Sale Date for the year ended March 31, 2025, and full financial results for the years ended March 31, 2024, and 2023.
Refer to the section titled “Reportable Operating Segments” below for further details about our reportable operating segments.
CHANNEL DISTRIBUTION
Wholesale. Our wholesale channel sells products to a network of third-party retailers, including partner retailers, and distributors.
This approach enables us to expand market reach and leverage the scale and operational capabilities of its wholesale partners to serve a broad base of end consumers.
We 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 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.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
An excerpt. Shown here: all 0 rewritten, all 0 added and 40 of 215 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing.
Item 3. LEGAL PROCEEDINGS
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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 UGG brand and HOKA brand trademarks within its internet domain name.
Finally, we are investigating several manufacturers and distributors of counterfeit UGG and HOKA brand products, as well as various markets for indications of counterfeit products.
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, and product liability 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.
PART II
Cover and table of contents
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[removed: Washington,] [added: Washington,] D.C. 20549
[removed: FORM 10-K][added: FORM 10-K]
| (Mark One) | | [removed: | | | |]
| ☒ | [removed: | |] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | [removed: | |]
For the Fiscal Year [removed: Ended March] [added: Ended March] 31, [removed: 2025][added: 2026]
| ☐ | [removed: | |] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | [removed: | |]
DECKERS OUTDOOR [removed: CORPORATION][added: CORPORATION]
| Delaware | [removed: | |] 95-3015862 | [removed: | |]
| (State or other jurisdiction of incorporation or organization) | [removed: | |] (I.R.S. Employer Identification No.) | [removed: | |]
250 Coromar [removed: Drive, Goleta, California 93117][added: Drive, Goleta, California 93117]
(Address of principal executive offices) [added: (Zip Code)]
[removed: (805) 967-7611][added: (805) 967-7611]
| Title of each class | [removed: | |] Trading Symbol(s) | [removed: | |] Name of each exchange on which registered | [removed: | |]
| Common Stock, par value $0.01 per share | [removed: | |] DECK | [removed: | |] New York Stock Exchange | [removed: | |]
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities [removed: Act.]
[removed: Yes ☒ No] [added: Yes] ☐ [added: No ☒]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of [removed: the Act.]
Yes [removed: ☐ No] ☒
[removed: 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be [removed: 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).]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated [removed: filer, a smaller reporting company, or an emerging growth company.]
[removed: See the definitions of “large accelerated filer,”] “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [removed: | |] ☒ | | [removed: | | | |] Accelerated filer | [removed: | |] ☐ | [removed: | |]
| Non-accelerated filer | [removed: | |] ☐ | | [removed: | | | |] Smaller reporting company | [removed: | |] ☐ | [removed: | |]
| | | | [removed: | | | | | |] Emerging growth company | [removed: | |] ☐ | [removed: | |]
[removed: 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 [removed: 13(a) of the Exchange Act.]
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial [removed: 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 [removed: incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).]
This calculation does not reflect a determination that persons are [removed: affiliates for any other purposes.]
As of the close of business on May [removed: 9, 2025,] [added: 1, 2026,] the number of outstanding shares of the registrant’s common stock, par [removed: value $0.01 per share, was 149,435,875.]
[removed: Portions of the registrant’s definitive Proxy Statement on Schedule 14A relating to the registrant’s 2025 annual] meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of [removed: 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.]
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| | [removed: | |] [Cautionary Note Regarding Forward-Looking [removed: Statements](#i012aea77778a439287e106280d048f08_10) | | | [2](#i012aea77778a439287e106280d048f08_10) |] [added: Statements](#i01ed5ad8f7104a00be101032fed63b0e_10)] | [added: [2](#i01ed5ad8f7104a00be101032fed63b0e_10)] |
| [Item [removed: 1.](#i012aea77778a439287e106280d048f08_16) | | | [Business](#i012aea77778a439287e106280d048f08_16) | | | [3](#i012aea77778a439287e106280d048f08_16)] [added: 1.](#i01ed5ad8f7104a00be101032fed63b0e_16)] | [added: [Business](#i01ed5ad8f7104a00be101032fed63b0e_16)] | [added: [3](#i01ed5ad8f7104a00be101032fed63b0e_16)] |
| [Item [removed: 1A.](#i012aea77778a439287e106280d048f08_19) | |] [added: 1A.](#i01ed5ad8f7104a00be101032fed63b0e_19)] | [Risk [removed: Factors](#i012aea77778a439287e106280d048f08_19) | | | [12](#i012aea77778a439287e106280d048f08_19) |] [added: Factors](#i01ed5ad8f7104a00be101032fed63b0e_19)] | [added: [12](#i01ed5ad8f7104a00be101032fed63b0e_19)] |
| [Item [removed: 1B.](#i012aea77778a439287e106280d048f08_1724) | |] [added: 1B.](#i01ed5ad8f7104a00be101032fed63b0e_22)] | [Unresolved Staff [removed: Comments](#i012aea77778a439287e106280d048f08_1724) | | | [26](#i012aea77778a439287e106280d048f08_1724) |] [added: Comments](#i01ed5ad8f7104a00be101032fed63b0e_22)] | [added: [26](#i01ed5ad8f7104a00be101032fed63b0e_22)] |
| [Item [removed: 1C.](#i012aea77778a439287e106280d048f08_22) | | | [Cybersecurity](#i012aea77778a439287e106280d048f08_22) | | | [27](#i012aea77778a439287e106280d048f08_22)] [added: 1C.](#i01ed5ad8f7104a00be101032fed63b0e_25)] | [added: [Cybersecurity](#i01ed5ad8f7104a00be101032fed63b0e_25)] | [added: [27](#i01ed5ad8f7104a00be101032fed63b0e_25)] |
| [Item [removed: 2.](#i012aea77778a439287e106280d048f08_25) | | | [Properties](#i012aea77778a439287e106280d048f08_25) | | | [28](#i012aea77778a439287e106280d048f08_25)] [added: 2.](#i01ed5ad8f7104a00be101032fed63b0e_28)] | [added: [Properties](#i01ed5ad8f7104a00be101032fed63b0e_28)] | [added: [28](#i01ed5ad8f7104a00be101032fed63b0e_28)] |
| [Item [removed: 3.](#i012aea77778a439287e106280d048f08_28) | |] [added: 3.](#i01ed5ad8f7104a00be101032fed63b0e_31)] | [Legal [removed: Proceedings](#i012aea77778a439287e106280d048f08_28) | | | [29](#i012aea77778a439287e106280d048f08_28) |] [added: Proceedings](#i01ed5ad8f7104a00be101032fed63b0e_31)] | [added: [29](#i01ed5ad8f7104a00be101032fed63b0e_31)] |
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Act.
the Act.
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
No ☐
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).
filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,”
| | | | | |
| --- | --- | --- | --- | --- |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
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.
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements.
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery
period pursuant to §240.10D-1(b).
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.
affiliates for any other purposes.
value $0.01 per share, was 138,880,957.
Portions of the registrant’s definitive Proxy Statement on Schedule 14A relating to the registrant’s 2026 annual
the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III within this
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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.
At September 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting stock held by the non-affiliates of the registrant was approximately $24,144,731,557, based on the number of shares held by non-affiliates of the registrant as of that date, and the last reported sale price of the registrant’s common stock, par value $0.01 per share, on the New York Stock Exchange on that date, which was $159.45.
With the exception of the portions of the Proxy Statement specifically incorporated herein by reference, the Proxy Statement and related proxy solicitation materials are not deemed to be filed as part of this Annual Report on Form 10-K.
| | | | [PART I](#i012aea77778a439287e106280d048f08_13) | | | | | |
An excerpt. Shown here: all 39 rewritten, 40 of 46 added and all 10 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2026 filing and the FY2025 filing.
Item 4. Mine Safety Disclosures
1 rewritten, 1 added, 1 removed, 0 unchanged
| [Item [removed: 5.](#i012aea77778a439287e106280d048f08_34) | |] [added: 5.](#i01ed5ad8f7104a00be101032fed63b0e_37)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer [removed: Purchases of] [added: Purchases](#i01ed5ad8f7104a00be101032fed63b0e_37) [of] Equity [removed: Securities](#i012aea77778a439287e106280d048f08_34) | | | [29](#i012aea77778a439287e106280d048f08_34) |] [added: Securities](#i01ed5ad8f7104a00be101032fed63b0e_37)] | [added: [30](#i01ed5ad8f7104a00be101032fed63b0e_37)] |
| | [PART II](#i01ed5ad8f7104a00be101032fed63b0e_34) | |
| | | | [PART II](#i012aea77778a439287e106280d048f08_31) | | | | | |
Item 6. [Reserved]
3 rewritten, 0 added, 0 removed, 0 unchanged
| [Item [removed: 7.](#i012aea77778a439287e106280d048f08_37) | |] [added: 7.](#i01ed5ad8f7104a00be101032fed63b0e_40)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i012aea77778a439287e106280d048f08_37) | | | [31](#i012aea77778a439287e106280d048f08_37) |] [added: Operations](#i01ed5ad8f7104a00be101032fed63b0e_40)] | [added: [32](#i01ed5ad8f7104a00be101032fed63b0e_40)] |
| [Item [removed: 7A.](#i012aea77778a439287e106280d048f08_55) | |] [added: 7A.](#i01ed5ad8f7104a00be101032fed63b0e_70)] | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i012aea77778a439287e106280d048f08_55) | | | [49](#i012aea77778a439287e106280d048f08_55) |] [added: Risk](#i01ed5ad8f7104a00be101032fed63b0e_70)] | [added: [44](#i01ed5ad8f7104a00be101032fed63b0e_70)] |
| [Item [removed: 8.](#i012aea77778a439287e106280d048f08_58) | |] [added: 8.](#i01ed5ad8f7104a00be101032fed63b0e_73)] | [Financial Statements and Supplementary [removed: Data](#i012aea77778a439287e106280d048f08_58) | | | [50](#i012aea77778a439287e106280d048f08_58) |] [added: Data](#i01ed5ad8f7104a00be101032fed63b0e_73)] | [added: [46](#i01ed5ad8f7104a00be101032fed63b0e_73)] |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
2 rewritten, 0 added, 0 removed, 0 unchanged
| [Item [removed: 9A.](#i012aea77778a439287e106280d048f08_61) | |] [added: 9A.](#i01ed5ad8f7104a00be101032fed63b0e_76)] | [Controls and [removed: Procedures](#i012aea77778a439287e106280d048f08_61) | | | [50](#i012aea77778a439287e106280d048f08_61) |] [added: Procedures](#i01ed5ad8f7104a00be101032fed63b0e_76)] | [added: [46](#i01ed5ad8f7104a00be101032fed63b0e_76)] |
| [Item [removed: 9B.](#i012aea77778a439287e106280d048f08_64) | |] [added: 9B.](#i01ed5ad8f7104a00be101032fed63b0e_79)] | [Other [removed: Information](#i012aea77778a439287e106280d048f08_64) | | | [51](#i012aea77778a439287e106280d048f08_64) |] [added: Information](#i01ed5ad8f7104a00be101032fed63b0e_79)] | [added: [48](#i01ed5ad8f7104a00be101032fed63b0e_79)] |
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
8 rewritten, 2 added, 2 removed, 0 unchanged
| | [removed: | |] [PART [removed: III](#i012aea77778a439287e106280d048f08_73) | | | |] [added: III](#i01ed5ad8f7104a00be101032fed63b0e_85)] | |
| [Item [removed: 10.](#i012aea77778a439287e106280d048f08_76) | |] [added: 10.](#i01ed5ad8f7104a00be101032fed63b0e_88)] | [Directors, Executive Officers, and Corporate [removed: Governance](#i012aea77778a439287e106280d048f08_76) | | | [52](#i012aea77778a439287e106280d048f08_76) |] [added: Governance](#i01ed5ad8f7104a00be101032fed63b0e_88)] | [added: [49](#i01ed5ad8f7104a00be101032fed63b0e_88)] |
| [Item [removed: 11.](#i012aea77778a439287e106280d048f08_79) | |] [added: 11.](#i01ed5ad8f7104a00be101032fed63b0e_91)] | [Executive [removed: Compensation](#i012aea77778a439287e106280d048f08_79) | | | [52](#i012aea77778a439287e106280d048f08_79) |] [added: Compensation](#i01ed5ad8f7104a00be101032fed63b0e_91)] | [added: [49](#i01ed5ad8f7104a00be101032fed63b0e_91)] |
| [Item [removed: 12.](#i012aea77778a439287e106280d048f08_82) | |] [added: 12.](#i01ed5ad8f7104a00be101032fed63b0e_94)] | [Security Ownership of Certain Beneficial Owners and Management and [removed: Related Stockholder Matters](#i012aea77778a439287e106280d048f08_82) | | | [52](#i012aea77778a439287e106280d048f08_82) |] [added: Related](#i01ed5ad8f7104a00be101032fed63b0e_94) [Stockholder Matters](#i01ed5ad8f7104a00be101032fed63b0e_94)] | [added: [49](#i01ed5ad8f7104a00be101032fed63b0e_94)] |
| [Item [removed: 13.](#i012aea77778a439287e106280d048f08_85) | |] [added: 13.](#i01ed5ad8f7104a00be101032fed63b0e_97)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i012aea77778a439287e106280d048f08_85) | | | [52](#i012aea77778a439287e106280d048f08_85) |] [added: Independence](#i01ed5ad8f7104a00be101032fed63b0e_97)] | [added: [49](#i01ed5ad8f7104a00be101032fed63b0e_97)] |
| [Item [removed: 14.](#i012aea77778a439287e106280d048f08_88) | |] [added: 14.](#i01ed5ad8f7104a00be101032fed63b0e_100)] | [Principal Accountant Fees and [removed: Services](#i012aea77778a439287e106280d048f08_88) | | | [52](#i012aea77778a439287e106280d048f08_88) |] [added: Services](#i01ed5ad8f7104a00be101032fed63b0e_100)] | [added: [49](#i01ed5ad8f7104a00be101032fed63b0e_100)] |
| [Item [removed: 15.](#i012aea77778a439287e106280d048f08_94) | |] [added: 15.](#i01ed5ad8f7104a00be101032fed63b0e_106)] | [Exhibits and Financial Statement [removed: Schedules](#i012aea77778a439287e106280d048f08_94) | | | [52](#i012aea77778a439287e106280d048f08_94) |] [added: Schedules](#i01ed5ad8f7104a00be101032fed63b0e_106)] | [added: [50](#i01ed5ad8f7104a00be101032fed63b0e_106)] |
| | [removed: | |] [Index to Consolidated Financial Statements and Financial Statement [removed: Schedul](#i012aea77778a439287e106280d048f08_100)[es](#i012aea77778a439287e106280d048f08_100) | | | F-[1](#i012aea77778a439287e106280d048f08_100) |] [added: Schedules](#i01ed5ad8f7104a00be101032fed63b0e_112)] | [added: F-[1](#i01ed5ad8f7104a00be101032fed63b0e_112)] |
| | [PART IV](#i01ed5ad8f7104a00be101032fed63b0e_103) | |
| | [Signatures](#i01ed5ad8f7104a00be101032fed63b0e_109) | [53](#i01ed5ad8f7104a00be101032fed63b0e_109) |
| | | | [PART IV](#i012aea77778a439287e106280d048f08_91) | | | | | |
| | | | [Signatures](#i012aea77778a439287e106280d048f08_97) | | | [55](#i012aea77778a439287e106280d048f08_97) | | |
Item 16. Form 10-K Summary
19 rewritten, 36 added, 21 removed, 8 unchanged
| *Not applicable. | | | [removed: | | | | | |]
These forward-looking statements are intended to qualify for the safe harbor from liability established by the [removed: Private Securities Litigation Reform Act of 1995.]
[removed: Forward-looking statements include all statements other than statements of] historical fact contained in, or incorporated by reference within, this Annual Report.
[removed: We have attempted to identify forward-looking] [added: looking] statements by using words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” [removed: “project,” “should,” “will,” or “would,” and similar expressions or the negative of these expressions.]
[removed: Specifically, this Annual Report, and the information and documents] incorporated by reference within this Annual Report, contain [removed: forward-looking statements relating to, among other things:][added: “forward-looking statements” within the meaning of Section 27A of]
- changes in consumer preferences and the purchasing behavior of wholesale partners and [removed: consumers impacting our brands and products, and the footwear and fashion industries;][added: consumers,]
- global economic trends, including foreign currency exchange rate [removed: fluctuations, changes in interest rates, inflationary pressures, changes in commodity pricing,] [added: fluctuations] and [removed: recessionary concerns;][added: the effectiveness of our]
- the operational challenges faced by our warehouses and distribution centers (DCs), wholesale partners, global [removed: third-party logistics providers (3PLs), and third-party carriers, including as a result of global supply chain disruptions and labor shortages;]
- availability of materials and manufacturing capacity, [removed: and] [added: the] reliability of overseas production and [removed: storage;][added: storage, and the]
- expansion of our brands, product offerings, and investments in our distribution facilities, e-commerce websites, [removed: and our retail store footprint;]
- the impact of our efforts to continue to advance sustainable and socially conscious business operations, and [removed: to meet the expectations that our investors and other stakeholders have with respect to our environmental, social, and governance (ESG) practices;]
- the effects of climate change, natural disasters, and [removed: the impacts of] public health issues, and the [removed: related changes in the regulatory environment and consumer demand to mitigate these effects, and the] resulting impact on our [removed: business and the businesses of our customers, consumers, suppliers, and business partners;]
- security breach or other disruption to our information technology (IT) systems, or those of our [removed: vendors, and our effective utilization of technological advancements, including artificial intelligence;][added: vendors;]
- the outcomes of legal proceedings, including the impact they may have on our business and intellectual [removed: property rights;]
- our interpretation of applicable global tax regulations and changes in [added: global] tax laws and audits that may [removed: impact our tax liability and effective tax rates;]
Forward-looking statements represent management’s current expectations and predictions about trends affecting our business [removed: and industry and are based on information available at the time such statements are made.]
[removed: Although we do not make forward-looking] [added: looking] statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy or [removed: completeness.]
Forward-looking statements involve numerous known and unknown risks, uncertainties, and other factors that [removed: 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.]
[Table [removed: of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)][added: of Contents](#i01ed5ad8f7104a00be101032fed63b0e_7) 2]
| | | |
This Annual Report on Form 10-K for our fiscal year ended March 31, 2026 (Annual Report), and the information and documents
the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended
(Exchange Act).
Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements other than statements of
We have attempted to identify forward-
“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;
including shifts in technology, impacting our brands and products, and the footwear and fashion industries;
hedging strategies, changes in interest rates, inflationary pressures, commodity price volatility, and
recessionary concerns;
third-party logistics providers (3PLs), and third-party carriers, including those arising from global supply chain
disruptions, labor shortages, and logistics constraints;
geographic concentration of manufacturing operations;
and retail store footprint;
our ability to meet the expectations of our investors and other stakeholders with respect to our environmental,
social, and governance (ESG) practices;
business and our customers, consumers, suppliers, and business partners;
- our ability to effectively utilize and implement technological advancements, including artificial intelligence (AI),
and risks associated with third-party service providers and interconnected systems;
property rights;
impact our tax liability and effective tax rates;
and industry and are based on information available at the time such statements are made.
Although we do not make forward-
completeness.
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
| | | | | | | | | |
This Annual Report on Form 10-K for our fiscal year ended March 31, 2025 (Annual Report), and the information and documents incorporated by reference within this Annual Report, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), which statements are subject to considerable risks and uncertainties.
- global geopolitical tensions and conflicts, including the impact of economic sanctions on our supply chain costs, such as those related to United States (US) and foreign trade policies and the enactment of tariffs and retaliatory tariffs;
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.
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.
UGG® (UGG), HOKA® (HOKA), Teva® (Teva), AHNU® (AHNU), Koolaburra by UGG® (Koolaburra), and UGGplushTM* *(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 for per share and share data.
The defined periods for the fiscal years ended March 31, 2025, 2024, and 2023 are stated herein as “year ended” or “years ended.” We also refer to these fiscal years as “fiscal year 2025,” “fiscal year 2024,” and “fiscal year 2023,” respectively.*
*During the fourth quarter of fiscal year 2025, we updated our reportable operating segments to better reflect changes in the way our Chief Operating Decision Maker (CODM) evaluates performance, makes operating decisions, and allocates resources.
In connection with executive leadership alignment, and the recent divestiture and phase out of certain brands, the CODM shifted resource allocation decisions and performance assessment to a brand focus, rather than a distribution channel focus.
Our reportable operating segments include the worldwide operations of the UGG brand, HOKA brand, and Other brands.
Refer to the section titled “Reportable Operating Segment Overview,” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and section titled* *“Basis of Presentation,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information.*
*On September 13, 2024, we effected a six-for-one forward stock split of our common stock and preferred stock (the stock split) and a proportional increase in our authorized shares of common stock, without changing the par value of $0.01 per share.
The common stock commenced trading on a post-stock split adjusted basis on September 17, 2024.* *Prior period results included in this Annual Report, including per share and share data, as well as stockholders’ equity balances, have been retroactively adjusted, as applicable, to reflect the effectiveness of the stock split.
Refer to the section titled “Basis of Presentation,” in Note 1, “General,” of our consolidated financial statements in* *Part IV within this Annual Report for further information regarding the stock split.*
Item 15. , “Exhibits and Financial Statement Schedules,” within this Annual Report.
827 rewritten, 1,387 added, 326 removed, 161 unchanged
[removed: *Refer to Part IV, “Index to Consolidated Financial Statements and Financial Statement Schedules,” on page F-1 within this Annual Report for our Consolidated] [added: *within this* *Annual Report* *for our* *Consolidated] Financial [removed: Statements and the Reports] [added: Statements* *and the* *Reports] of Independent [removed: Registered Public Accounting Firm.*][added: Registered*]
| [removed: Exhibit Number | | | |] [added: Exhibit Number] | | Description of Exhibit | [removed: | |]
| 3.1 | | [removed: | | | |] [Amended and Restated Certificate of Incorporation of Deckers Outdoor Corporation, as [removed: amended through](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm) [September] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm) [through September] 13, [removed: 202](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm)[4](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm) [(Exhibit] [added: 2024 (Exhibit] 3.1 to the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm)[’](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm)[s] [added: Registrant’s] Form 10-Q filed [removed: on](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm) [October](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm) [31, 2024](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm)[, and] [added: on October 31, 2024,](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm) [and] incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit31.htm) | [removed: | |]
[Table [removed: of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)][added: of Contents](#i01ed5ad8f7104a00be101032fed63b0e_7) 47]
| 3.2 | | [removed: | | | |] [Amended and Restated [removed: Bylaws] [added: By laws] of Deckers Outdoor Corporation, as amended [removed: through](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [September 9, 202](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm)[4](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [(Exhibit 3.](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm)[2](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [to] [added: through September](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [9, 2024 (Exhibit 3.2 to] the Registrant’s [removed: Form](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [filed on](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [October 31](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm)[, 2024](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm)[,] [added: Form 10-Q filed on October 31, 2024,] and incorporated [removed: by reference] [added: by](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) [reference] herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000059/deck9302024exhibit32.htm) | [removed: | |]
| [removed: *4.1 | | | |] [added: 4.1] | | [Description of the Capital Stock of Deckers Outdoor [removed: Corporation](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit41.htm) | |] [added: Corporation (Exhibit 4.1 to the Registrant’s](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit41.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit41.htm) [Form 10-K filed on May 23, 2025, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit41.htm)] |
| 10.1 | | [removed: | | | |] [Credit Agreement, dated December 19, 2022, by and among Deckers Outdoor [removed: Corporation, Deckers] [added: Corporation,](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [Deckers] Europe Limited, Deckers UK Ltd., Deckers Benelux B.V., Deckers Outdoor Canada [removed: ULC, Deckers] [added: ULC,](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [Deckers] Outdoor International Limited, Deckers Coromar, LLC, DBrands SGP Pte. Ltd., [removed: Citibank, N.A.,] [added: Citibank,](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [N.A.,] as administrative agent, joint lead arranger and joint bookrunner, Comerica Bank, as [removed: sole syndication] [added: sole](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [syndication] agent, joint lead arranger and joint bookrunner, HSBC Bank USA, National [removed: Association, as] [added: Association,](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [as] joint lead arranger and joint bookrunner, and the lenders party thereto (Exhibit 10.1 to [removed: the Registrant’s] [added: the](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [Registrant’s] Form 8-K filed on December 21, 2022, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) | [removed: | |]
| †10.2 | | [removed: | | | |] [Standard Industrial Lease (Net), dated December 5, 2013, by and between Moreno Knox, LLC, [removed: and Deckers] [added: and](https://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm) [Deckers] Outdoor Corporation for distribution center at 17791 Perris Blvd., Moreno Valley, CA [removed: 92551 (Exhibit] [added: 92551](https://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm) [(Exhibit] 10.6 to the Registrant’s Form 10-K filed on March 3, 2014, and incorporated by [removed: reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm) | |] [added: reference](https://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm) [herein)](https://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm)] |
| †10.3 | | [removed: | | | |] [First Amendment to Standard Industrial Lease (Net), dated June 6, 2017, by and between [removed: Moreno Knox,] [added: Moreno](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm) [Knox,] LLC, and Deckers Outdoor Corporation for distribution center at 17791 Perris Blvd., [removed: Moreno Valley,] [added: Moreno](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm) [Valley,] CA 92551 (Exhibit 10.6 to the Registrant’s Form 10-K filed on May 30, 2018, [removed: and incorporated] [added: and](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm) [incorporated] by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm) | [removed: | |]
| 10.4 | | [removed: | | | |] [Second Amendment to Standard Industrial Lease (Net), dated July 17, 2017, by and [removed: between Moreno] [added: between](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm) [Moreno] Knox, LLC, and Deckers Outdoor Corporation for distribution center at 17791 Perris [removed: Blvd., Moreno] [added: Blvd.,](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm) [Moreno] Valley, CA 92551 (Exhibit 10.7 to the Registrant’s Form 10-K filed on May 30, 2018, [removed: and incorporated] [added: and](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm) [incorporated] by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm) | [removed: | |]
| †10.5 | | [removed: | | | |] [Standard Industrial Lease (Net), dated February 10, 2021, by and between Westpoint Building [removed: II, LLC] [added: II,](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm) [LLC] and Deckers Outdoor Corporation for distribution center at 2633 Westpoint Blvd., [removed: Mooresville, IN] [added: Mooresville,](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm) [IN] 46158 (Exhibit 10.4 to the Registrant’s Form 10-K filed on May 28, 2021, and incorporated [removed: by reference] [added: by](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm) [reference] herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm) | [removed: | |]
| †10.6 | | [removed: | | | |] [Standard Industrial Lease (Net), dated April 20, 2022, by and between Westpoint Building V, [removed: LLC, and] [added: LLC,](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm) [and] Deckers Outdoor Corporation for distribution center at 2723 Westpoint Blvd., Mooresville, [removed: IN 46158] [added: IN](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm) [46158] (Exhibit 10.5 to the Registrant’s Form 10-K filed on May 27, 2022, and incorporated [removed: by reference] [added: by](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm) [reference] herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm) | [removed: | |]
| #10.7 | | [removed: | | | |] [Form of Indemnification Agreement (Exhibit 10.1 to the Registrant’s Form 8-K filed on June 2, [removed: 2008, and] [added: 2008,](https://www.sec.gov/Archives/edgar/data/910521/000110465908037270/a08-15768_1ex10d1.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000110465908037270/a08-15768_1ex10d1.htm) [and] incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000110465908037270/a08-15768_1ex10d1.htm) | [removed: | |]
| #10.8 | | [removed: | | | |] [Form of Change in Control and Severance Agreement (Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm)[1](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm) [to] [added: 10.1 to] the Registrant’s Form [removed: 10-Q filed] [added: 10-Q](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm) [filed] on [removed: August](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm) [1](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm)[, 202](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm)[4](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm)[,] [added: August 1, 2024,] and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000042/deck6302024exhibit101.htm) | [removed: | |]
| [removed: #10.9 | | | |] [added: #10.14] | | [Deckers Outdoor Corporation [removed: 2006 Equity] [added: 2015 Stock] Incentive Plan (Appendix [removed: A] [added: B] to the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000095012906004208/v19151ddef14a.htm#010)[’](https://www.sec.gov/Archives/edgar/data/910521/000095012906004208/v19151ddef14a.htm#010)[s Definitive Proxy] [added: Registrant's Definitive](https://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#s83a0de074d6a4bf4a60acbba8fd582f6)[](https://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#s83a0de074d6a4bf4a60acbba8fd582f6) [Proxy] Statement filed on [removed: April 21, 2006,] [added: July 29, 2015,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000095012906004208/v19151ddef14a.htm#010) | |] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#s83a0de074d6a4bf4a60acbba8fd582f6)] |
| [removed: #10.10 | | | |] [added: #10.15] | | [removed: [First Amendment to Deckers] [added: [Deckers] Outdoor Corporation [removed: 2006 Equity] [added: 2024 Stock] Incentive [removed: Plan, as amended through May 9, 2007] [added: Plan] (Appendix [removed: A] [added: B] to the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm)[’](https://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm)[s Definitive Proxy] [added: Registrant's Definitive](https://www.sec.gov/Archives/edgar/data/910521/000091052124000031/deck-20240723.htm#i3c98b69978c44bedb92e3559961ceb2d_124)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000031/deck-20240723.htm#i3c98b69978c44bedb92e3559961ceb2d_124) [Proxy] Statement filed on [removed: April 9, 2007,] [added: July 23, 2024,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm) | |] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000031/deck-20240723.htm#i3c98b69978c44bedb92e3559961ceb2d_124)] |
| [removed: #10.11 | | | |] [added: #10.9] | | [Deckers Outdoor Corporation Second Amended and Restated Deferred Stock Unit [removed: Compensation Plan,] [added: Compensation](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm) [Plan,] effective December 16, 2015 (Exhibit 10.1 to the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm)[’](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm)[s] [added: Registrant’s] Form 10-Q filed on November [removed: 9, 2017,] [added: 9,](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm) [2017,] and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm) | [removed: | |]
| [removed: *#10.12 | | | |] [added: #10.10] | | [Deckers Outdoor Corporation Deferred Stock Unit Compensation Plan, effective September 9, [removed: 2024](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1012.htm) | |] [added: 2024](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1012.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1012.htm) [(Exhibit 10.12 to the Registrant’s Form 10-K filed on May 23, 2025, and incorporated by reference](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1012.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1012.htm) [herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1012.htm)] |
| [removed: #10.13 | | | |] [added: #10.11] | | [Deckers Outdoor Corporation Amended and Restated Deferred Compensation Plan, effective [removed: July 1,] [added: July](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm) [1,] 2016 (Exhibit 10.2 to the Registrant’s Form 10-Q filed on November 9, 2017, and incorporated [removed: by reference] [added: by](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm) [reference] herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm) | [removed: | |]
| [removed: #10.14 | | | |] [added: #10.12] | | [Deckers Outdoor Corporation Management Incentive Plan (Exhibit 10.1 to the Registrant’s [removed: Form 10-Q] [added: Form](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm) [10-Q] filed on August 10, 2015, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm) | [removed: | |]
| [removed: #10.15 | | | |] [added: #10.13] | | [Deckers Outdoor Corporation 2024 Employee Stock Purchase Plan (Appendix A to the [removed: Registrant's Definitive] [added: Registrant's](https://www.sec.gov/Archives/edgar/data/910521/000091052124000031/deck-20240723.htm#i3c98b69978c44bedb92e3559961ceb2d_121)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000031/deck-20240723.htm#i3c98b69978c44bedb92e3559961ceb2d_121) [Definitive] Proxy Statement filed on July 23, 2024, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000031/deck-20240723.htm#i3c98b69978c44bedb92e3559961ceb2d_121) | [removed: | |]
| #10.16 | | [removed: | | | | [Deckers] [added: [Form of Stock Unit Award Agreement (2024 Time-Based RSU) under Deckers] Outdoor [removed: Corporation 2015] [added: Corporation](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm) [2015] Stock Incentive Plan [removed: (Appendix B] [added: (Exhibit 10.23] to the [removed: Registrant's Definitive Proxy Statement] [added: Registrant’s Form 10-K] filed on [removed: July 29, 2015, and incorporated] [added: May 24, 2024, and](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm) [incorporated] by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#s83a0de074d6a4bf4a60acbba8fd582f6) | |] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm)] |
| [removed: #10.17 | | | |] [added: †#10.17] | | [removed: [Deckers] [added: [Form of Restricted Stock Unit Award Agreement under Deckers] Outdoor Corporation [removed: 2024 Stock Incentive] [added: 2015 Stock](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm) [Incentive] Plan [removed: (Appendix B] [added: FY 2024 LTIP Financial Performance Award (Exhibit 10.24] to the [removed: Registrant's Definitive Proxy Statement] [added: Registrant’s Form](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm) [10-K] filed on [removed: July 23,] [added: May 24,] 2024, and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000031/deck-20240723.htm#i3c98b69978c44bedb92e3559961ceb2d_124) | |] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm)] |
| #10.18 | | [removed: | | | |] [Form of Stock Unit Award Agreement [removed: (2023] [added: (2025] Time-Based RSU) under Deckers Outdoor [removed: Corporation 2015] [added: Corporation](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1022.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1022.htm) [2015] Stock Incentive Plan (Exhibit [removed: 10.26] [added: 10.22] to the Registrant’s Form 10-K filed on May [removed: 26, 2023, and incorporated] [added: 23, 2025, and](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1022.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1022.htm) [incorporated] by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm) | |] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1022.htm)] |
| †#10.19 | | [removed: | | | |] [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation 2015 [removed: Stock Incentive] [added: Stock](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1023.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1023.htm) [Incentive] Plan FY [removed: 2023] [added: 2025] LTIP Financial Performance Award (Exhibit [removed: 10.27] [added: 10.23] to the Registrant’s [removed: Form 10-K] [added: Form](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1023.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1023.htm) [10-K] filed on May [removed: 26, 2023,] [added: 23, 2025,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm) | |] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1023.htm)] |
| #10.20 | | [removed: | | | |] [Form of Stock Unit Award Agreement [removed: (202](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm)[4](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm) [Time-Based] [added: (Time-Based] RSU) under Deckers Outdoor Corporation [removed: 2015 Stock] [added: 2024](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1024.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1024.htm) [Stock] Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm)[(Exhibit 10.23] [added: Plan (Exhibit 10.24] to the Registrant’s Form 10-K filed on May [removed: 24, 2024, and incorporated] [added: 23, 2025, and](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1024.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1024.htm) [incorporated] by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm) | |] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1024.htm)] |
| †#10.21 | | [removed: | | | |] [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation [removed: 2015 Stock Incentive Plan FY] 2024 [added: Stock](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1025.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1025.htm) [Incentive Plan -] LTIP Financial Performance [removed: Award](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm) [(Exhibit 10.24] [added: Award (Exhibit 10.25] to the Registrant’s Form 10-K [removed: filed on] [added: filed](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1025.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1025.htm) [on] May [removed: 24, 2024,] [added: 23, 2025,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm) | |] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1025.htm)] |
| 19.1 | | [removed: | | | |] [Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm)[(Exhibit] [added: Policy (Exhibit] 19.1 to the Registrant’s Form 10-K filed on May 24, 2024, [removed: and incorporated] [added: and](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm) [incorporated] by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm) | [removed: | |]
| *21.1 | | [removed: | | | |] [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit211.htm) | |] [added: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit211.htm)] |
| *23.1 | | [removed: | | | |] [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit231.htm) | |] [added: Firm](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit231.htm)] |
| *31.1 | | [removed: | | | |] [Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) under the Exchange [removed: Act, adopted] [added: Act,](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit311.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit311.htm) [adopted] pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as [removed: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit311.htm) | |] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit311.htm)] |
| *31.2 | | [removed: | | | |] [Certification of the Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) under [removed: the Exchange] [added: the](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit312.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit312.htm) [Exchange] Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as [removed: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit312.htm) | |] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit312.htm)] |
| 32.1 | | [removed: | | | | [Certification](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit321.htm) [of] [added: [Certification of] the Principal Executive Officer and the Principal Financial and [removed: Accounting](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit321.htm) [Officer](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit321.htm)] [added: Accounting Officer](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit321.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit321.htm)] [pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act [removed: of 2002,] [added: of](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit321.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit321.htm) [2002,] as [removed: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit321.htm) | |] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000162828026037664/deck3312026exhibit321.htm)] |
| 97.1 | | [removed: | | | |] [Clawback and Forfeiture [removed: Policy](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit971.htm) [(Exhibit] [added: Policy (Exhibit] 97.1 to the Registrant’s Form 10-K filed on May 24, [removed: 2024, and] [added: 2024,](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit971.htm)[](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit971.htm) [and] incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit971.htm) | [removed: | |]
| *101.INS | | [removed: | | | |] Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | [removed: | |]
| *101.SCH | | [removed: | | | |] Inline XBRL Taxonomy Extension Schema Document | [removed: | |]
| *101.CAL | | [removed: | | | |] Inline XBRL Taxonomy Extension Calculation Linkbase Document | [removed: | |]
| *101.DEF | | [removed: | | | |] Inline XBRL Taxonomy Extension Definition Linkbase Document | [removed: | |]
| *101.LAB | | [removed: | | | |] Inline XBRL Taxonomy Extension Label Linkbase Document | [removed: | |]
| *101.PRE | | [removed: | | | |] Inline XBRL Taxonomy Extension Presentation Linkbase Document | [removed: | |]
| |
| --- |
| ITEM 9A. CONTROLS AND PROCEDURES |
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
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
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *#10.22 | | | | | | [Form of Stock Unit Award Agreement (2025 Time-Based RSU) under Deckers Outdoor Corporation 2015 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1022.htm) | | |
| †*#10.23 | | | | | | [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation 2015 Stock Incentive Plan FY 2025 LTIP Financial Performance Award](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1023.htm) | | |
| *#10.24 | | | | | | [Form of Stock Unit Award Agreement (Time-Based RSU) under Deckers Outdoor Corporation 2024 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1024.htm) | | |
| †*#10.25 | | | | | | [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation 2024 Stock Incentive Plan - LTIP Financial Performance Award](https://www.sec.gov/Archives/edgar/data/910521/000091052125000017/deck3312025exhibit1025.htm) | | |
| /s/ DAVE POWERS | | | Director | | | May 23, 2025 | | |
| Dave Powers | | | | | | | | |
F-1
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2025, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated May 23, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
F-2
May 23, 2025
F-3
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2025, and the related notes and financial statement schedule (collectively, the consolidated financial statements), and our report dated May 23, 2025 expressed an unqualified opinion on those consolidated financial statements.
A company’s 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 the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
F-4
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
F-5
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Comprehensive income | | | $ | 967,170 | | | | | $ | 747,865 | | | | | $ | 502,742 | |
| Basic | | | $ | 6.36 | | | | | $ | 4.89 | | | | | $ | 3.25 | |
| Diluted | | | $ | 6.33 | | | | | $ | 4.86 | | | | | $ | 3.23 | |
F-6
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, March 31, 2022 | | | 161,895 | | | | | | $ | 1,619 | | | | | $ | 208,741 | | | | | $ | 1,353,420 | | | | | $ | (24,955) | | | | | $ | 1,538,825 | |
| Exercise of stock options | | | 384 | | | | | | 4 | | | | | | 4,392 | | | | | | — | | | | | | — | | | | | | 4,396 | | |
| Repurchases of common stock ([Note](#i012aea77778a439287e106280d048f08_154) 10) | | | (5,570) | | | | | | (55) | | | | | | — | | | | | | (297,317) | | | | | | — | | | | | | (297,372) | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 516,822 | | | | | | — | | | | | | 516,822 | | |
F-7
| Net income | | | $ | 966,091 | | | | | $ | 759,563 | | | | | $ | 516,822 | |
| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | 226 | | |
| Loan origination costs on revolving credit facilities | | | — | | | | | | — | | | | | | (1,537) | | |
| Cash and cash equivalents at beginning of period | | | 1,502,051 | | | | | | 981,795 | | | | | | 843,527 | | |
F-8
| Income taxes | | | $ | 345,397 | | | | | $ | 234,062 | | | | | $ | 135,986 | |
F-9
GENERAL
An excerpt. Shown here: 40 of 827 rewritten, 40 of 1,387 added and 40 of 326 removed. The counts are complete. For every sentence, read Item 15. , “Exhibits and Financial Statement Schedules,” within this Annual Report. in the FY2026 filing and the FY2025 filing.
Item 1B. UNRESOLVED COMMENT LETTERS
0 rewritten, 0 added, 3 removed, 0 unchanged
Dropped this year
UNRESOLVED COMMENT LETTERS
None.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
Item 1C. CYBERSECURITY
0 rewritten, 0 added, 35 removed, 0 unchanged
Dropped this year
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 the constantly evolving risks associated with cybersecurity threats.
These risks include, among other things, operational risks, reputational risks, financial risks, and litigation and legal risks.
As a part of our comprehensive cybersecurity 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 integrated cybersecurity risk management into our overall risk management framework to ensure that cybersecurity risks are considered in all aspects of our business.
The integration ensures that cybersecurity considerations are integral to our strategic and operational decision-making.
Our management team works closely with our Chief Digital & Data Officer (CDDO) and Chief Information Security Officer (CISO), ensuring that our cybersecurity efforts align 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) Special Publication 800-61;
- implementing a vendor risk management program, which includes cybersecurity and data privacy audits, evaluating vendor risk level, and monitoring risk 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 suspicious 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.
These approaches are not exhaustive, and we plan to continuously improve our approaches to cybersecurity risk management.
In the three-year period ended March 31, 2025, our business strategy, 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.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
CYBERSECURITY GOVERNANCE
Our Board has delegated to the Audit Committee primary responsibility for oversight of risk assessment and risk management, including risks related to cybersecurity and information security issues.
Our 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 like cybersecurity maturity, program health, and audit and compliance activities.
In addition to these regular updates, significant cybersecurity incidents and updates are escalated on an as-needed basis in accordance with our IRP.
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 that include the Information Systems Audit and Control Association Certified in Risk and Information Systems Control, Certified Information Security Manager, and International Information System Security Certification Consortium Certified Information Systems Security Professional certifications.
Item 2. PROPERTIES
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Corporate Headquarters. We own our 14-acre corporate headquarters located in Goleta, California.
Warehouses and DCs. We have a warehouse and DC located in Moreno Valley, California, which began operations during the fourth quarter of fiscal year 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, 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, coordinating regional sales, operations, marketing, IT, and administration.
We also have offices in Macau and Hong Kong to coordinate logistics.
Retail Stores. As of March 31, 2025, we have 50 US retail stores and 129 international retail stores, including in Austria, Belgium, Canada, China, France, Germany, Japan, the Netherlands, Switzerland, and the UK.
Other than our corporate headquarters, we lease our 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 12, “Reportable Operating Segments,” of our consolidated financial statements in Part IV within this Annual Report for additional information on unallocated enterprise and shared brand expenses.
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.
Significant Properties. The following table provides details regarding our significant physical properties that are operational as of March 31, 2025:
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| Facility Location | | | | | | Description | | | | | | Lease or Own | | | | | | Facility Size (Square Footage) | | |
| Moreno Valley, California | | | | | | Warehouse and Distribution Center | | | | | | Lease | | | | | | 1,530,944 | | |
| Mooresville Indiana (1st location) | | | | | | Warehouse and Distribution Center | | | | | | Lease | | | | | | 507,600 | | |
| Mooresville Indiana (2nd location) | | | | | | Warehouse and Distribution Center | | | | | | Lease | | | | | | 1,015,902 | | |
| Goleta, California | | | | | | Corporate Headquarters | | | | | | Own | | | | | | 185,094 | | |
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Market Information.
Our common stock has traded under the symbol DECK on the New York Stock Exchange (NYSE) since May 2014 and was previously traded on the Nasdaq Global Select Market.
Holders of Record. As of May 9, 2025, we had 28 stockholders of record based on the records of our transfer agent, which does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies.
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, 2025.
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, 2020, and ended March 31, 2025.
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, though 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, 2020.
The stock performance shown on the below graph is not necessarily indicative of future performance.
We will not make or endorse any prediction as to future stock performance.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)

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| | | | Years Ended March 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | | | | | 2024 | | | | | | 2025 | | |
| Deckers Outdoor Corporation | | | $ | 100.00 | | | | | $ | 246.58 | | | | | $ | 204.31 | | | | | $ | 335.44 | | | | | $ | 702.26 | | | | | $ | 500.46 | |
| S&P 500 Index | | | 100.00 | | | | | | 156.35 | | | | | | 180.81 | | | | | | 166.84 | | | | | | 216.69 | | | | | | 234.57 | | |
| S&P 500 Apparel, Accessories & Luxury Goods Index | | | 100.00 | | | | | | 204.01 | | | | | | 161.34 | | | | | | 111.79 | | | | | | 95.06 | | | | | | 86.86 | | |
DIVIDEND POLICY
We have not declared or paid any cash dividends on our common stock since our inception.
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.
However, we currently do not anticipate declaring or paying any cash dividends.
STOCK REPURCHASE PROGRAM
Our Board has approved various authorizations under our stock repurchase program to repurchase shares of our common stock in the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements, and other factors (collectively, the stock repurchase program).
As of March 31, 2025, our Board last approved an authorization of $1,200,000 on July 27, 2022.
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.
The credit agreements governing our revolving credit facilities allow us to make stock repurchases under this program, so long as we do not exceed certain leverage ratios.
As of March 31, 2025, we have not exceeded the stated leverage ratios, and no defaults have occurred under these credit agreements.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
Stock repurchase activity under our stock repurchase program during the three months ended March 31, 2025, was as follows:
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| | | | | | | Total Number of Shares Repurchased (1) | | | | | | Weighted Average Price per Share | | | | | | Dollar Value of Shares Repurchased (2) (3) | | | | | | Dollar Value of Shares Remaining for Repurchase (3) | | |
| January 1 - January 31, 2025 | | | | | | 8,087 | | | | | | $ | 185.46 | | | | | $ | 1,500 | | | | | $ | 639,192 | |
| February 1 - February 28, 2025 | | | | | | 1,252,130 | | | | | | 160.92 | | | | | | 201,492 | | | | | | 437,700 | | |
| March 1 - March 31, 2025 | | | | | | 517,524 | | | | | | 121.73 | | | | | | 62,999 | | | | | | 374,701 | | |
| Total | | | | | | 1,777,741 | | | | | | 149.62 | | | | | | $ | 265,991 | | | | | 374,701 | | |
(1) All share repurchases were made pursuant to our stock repurchase program in open-market transactions.
An excerpt. Shown here: all 0 rewritten, all 0 added and 40 of 47 removed. The counts are complete. For every sentence, read Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES in the FY2025 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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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.
Item 9A. CONTROLS AND PROCEDURES
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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.
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, as ours is designed to do, 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 a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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, 2025.
Based on that evaluation, our PEO and Principal Financial and Accounting Officer (PFAO) concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of March 31, 2025.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
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 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.
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, 2025, our management, including our PEO and PFAO, assessed the effectiveness of our internal control over financial reporting using the criteria set forth in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (commonly referred to as COSO).
Based on this assessment, our management concluded that our internal control over financial reporting was effective based on this 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,” on page F-4 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, 2025, 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 are filed as Exhibit 31.1 and Exhibit 31.2, and 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.
Item 9B. OTHER INFORMATION
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DIRECTOR AND OFFICER TRADING PLANS AND ARRANGEMENTS
Our directors and 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, 2025:
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| Name & Title | | | | | | Adoption Date | | | | | | Termination Date | | | | | | Contract End Date | | | | | | Aggregate Shares Covered (in ones) (1) | | | | | | | | |
| Angela Ogbechie, Chief Supply Chain Officer | | | | | | February 27, 2025 | | | | | | * | | | | | | December 31, 2025 | | | | | | 12,570 | | | | | | | | |
| Bonita Stewart, Director | | | | | | February 10, 2025 | | | | | | * | | | | | | May 27, 2026 | | | | | | 9,000 | | | | | | | | |
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*Not applicable.
[Table of](#i012aea77778a439287e106280d048f08_7) [Contents](#i012aea77778a439287e106280d048f08_7)
(1) The actual number of shares sold under the plan may depend on the vesting of certain performance-based equity awards and the number of shares withheld by us to satisfy our income tax withholding obligations and may vary from the number provided herein.
During the three months ended March 31, 2025, no non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by our directors or executive officers.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
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The information required by this item will be disclosed in our definitive proxy statement on Schedule 14A (Proxy Statement) for our 2025 annual meeting of stockholders and is incorporated herein by reference.
Our Proxy Statement will be filed with the SEC within 120 days after the end of the year ended March 31, 2025, pursuant to Regulation 14A under the Exchange Act.
Item 11. EXECUTIVE COMPENSATION
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The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by reference.
PART IV