Deckers Outdoor 10-Q 2025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the Quarterly Period Ended December 31, 2025

OR

For the transition period from to

Commission File Number: 001-36436

DECKERS OUTDOOR CORPORATION

(Exact name of registrant as specified in its charter)

250 Coromar Drive, Goleta, California 93117

(Address of principal executive offices) (Zip Code)

(805) 967-7611

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of the close of business on January 13, 2026, the number of outstanding shares of the registrant’s common stock, par value $0.01 per share, was 141,949,971.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

*Not applicable.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for our third fiscal quarter ended December 31, 2025 (Quarterly Report), and the information and documents incorporated by reference within this Quarterly 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. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements other than statements of historical fact contained in, or incorporated by reference within, this Quarterly Report. We have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” or “would,” and similar expressions or the negative of these expressions. Specifically, this Quarterly Report, and the information and documents incorporated by reference within this Quarterly Report, contain forward-looking statements relating to, among other things:

• 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;

• changes in consumer preferences and the purchasing behavior of wholesale partners and consumers impacting our brands and products, and the footwear and fashion industries;

• global economic trends, including foreign currency exchange rate fluctuations, changes in interest rates, inflationary pressures, changes in commodity pricing, and recessionary concerns;

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

• the operational challenges faced by our owned warehouses and distribution centers (DCs), wholesale partners, global 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, and reliability of overseas production and storage;

• expansion of our brands and product offerings, and investments in our distribution facilities, e‑commerce websites, and retail store footprint;

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

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

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

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

• the impact of our efforts to continue to advance sustainable and socially conscious business operations, and to meet the expectations that our investors and other stakeholders have with respect to our environmental, social and governance practices;

• the effects of climate change, natural disasters, and the impacts of public health issues, and the related changes in the regulatory environment and consumer demand to mitigate these effects, and the resulting impact on our 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 vendors, and our effective utilization of technological advancements, including artificial intelligence;

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

• our interpretation of applicable global tax regulations and changes in tax laws and audits that may impact our tax liability and effective tax rates;

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

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

Forward-looking statements represent management’s current expectations and predictions about trends affecting our business and industry and are based on information available at the time such statements are made. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy or completeness. Forward-looking statements involve numerous known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements predicted, assumed, or implied by the forward-looking statements. Some of the risks and uncertainties that may cause our actual results to materially differ from those expressed or implied by these forward-looking statements are described in Part II, Item 1A, “Risk Factors,” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” within this Quarterly 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 Quarterly 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. FINANCIAL INFORMATION

References within this Quarterly 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), and AHNU® (AHNU) are some of our trademarks. Other trademarks or trade names appearing elsewhere within this Quarterly Report are the property of their respective owners. The trademarks and trade names within this Quarterly 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.

During the fourth quarter of our fiscal year ended March 31, 2025 (prior fiscal year), we updated our reportable operating segments to include the worldwide operations of the HOKA brand, UGG brand, and Other brands (primarily consisting of the Teva brand, Koolaburra brand, and AHNU brand) (collectively, our reportable operating segments). Reportable operating segment results for all prior periods presented in this Quarterly Report have been recast to reflect the change in reportable operating segments.

The financial results for our reportable operating segments within the Other brands reportable operating segment, include results of operations for certain brands that have been sold or phased out, including the following:

*•*We have substantially completed the phase out of standalone operations of the AHNU brand and the Koolaburra brand during the third quarter of our fiscal year ending March 31, 2026 (current fiscal year).

*•*We completed the sale of the Sanuk brand during the second quarter of our prior fiscal year and present the former Sanuk brand through the brand’s sale date, August 15, 2024 (Sanuk Brand Sale Date).

Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 1, “General,” of our consolidated financial statements in Part IV of our Annual Report on Form 10-K for the prior fiscal year, which was filed with the SEC on May 23, 2025 (2025 Annual Report) for further information regarding the reportable operating segments update and brands that have been sold or are being phased out.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(dollar and share data amounts in thousands, except par value)

See accompanying notes to the condensed consolidated financial statements.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(dollar and share data amounts in thousands, except per share data)

See accompanying notes to the condensed consolidated financial statements.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(amounts in thousands)

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The following discussion of our financial condition and results of operations should be read together with our condensed consolidated financial statements and the related notes included in Part I, Item 1, “Financial Statements,” within this Quarterly Report, and the audited consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of our 2025 Annual Report, filed with the SEC on May 23, 2025, which is available free of charge on the SEC’s website at www.sec.gov and our website at ir.deckers.com*.*

Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous risks and uncertainties. Our actual results of operations may differ materially from those expressed or implied by these forward-looking statements as a result of many factors, including those set forth in the section titled “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A, “Risk Factors,” within this Quarterly Report.

OVERVIEW

We are a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high-performance activities. Our five proprietary brands include HOKA, UGG, Teva, Koolaburra, and AHNU. Refer to the section titled “Reportable Operating Segments,” in Note 1, “General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information on the phase out of standalone operations of the Koolaburra and AHNU brands.

Our brands compete across the fashion and casual lifestyle, performance, running, and outdoor markets. We believe our products are distinctive and appeal to a broad demographic. Our brands sell our products through quality domestic and international retailers and international distributors in our wholesale channel, and directly to global consumers through our DTC channel, which is comprised of an e-commerce and retail store presence. We seek to differentiate our brands and products by offering diverse lines that emphasize fashion, authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons, and demographic groups. Independent third-party contractors manufacture all of our products.

FINANCIAL HIGHLIGHTS

Consolidated financial performance highlights for the nine months ended December 31, 2025, compared to the prior period, were as follows:

• Net sales increased 9.8% to $4,352,927.

**◦**Brand

▪HOKA brand net sales increased 16.3% to $1,916,087.

▪UGG brand net sales increased 8.0% to $2,330,154.

▪Other brands net sales decreased 33.3% to $106,686.

**◦**Channel

▪Wholesale channel net sales increased 13.8% to $2,553,163.

▪DTC channel net sales increased 4.7% to $1,799,764.

**◦**Geography

▪Domestic net sales increased 0.1% to $2,541,677.

▪International net sales increased 27.1% to $1,811,250.

• Gross margin decreased 50 basis points to 57.7%.

• SG&A expenses increased 8.2% to $1,406,914.

• Income from operations increased 10.0% to $1,106,174.

• Operating margin remained flat at 25.4%.

• Diluted earnings per share increased 13.3% to $6.04 per share.

TRENDS AND UNCERTAINTIES IMPACTING OUR BUSINESS AND INDUSTRY

We expect our business and industry will continue to be impacted by several important trends and uncertainties, which have not materially changed from those described in our 2025 Annual Report. Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2025 Annual Report for further discussion. Refer to Part I, Item 1A, “Risk Factors,” of our 2025 Annual Report for detailed information on the risks and uncertainties that may cause our actual results to differ materially from our expectations.

REPORTABLE OPERATING SEGMENTS OVERVIEW

As of December 31, 2025, our three reportable operating segments include the worldwide operations of the HOKA brand, UGG brand, and Other brands.

HOKA Brand. The HOKA brand is an authentic premium line of year-round performance footwear, which offers enhanced cushioning and inherent stability with minimal weight. Originally designed for ultra-runners, the brand now appeals to world champions, 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.

UGG Brand. 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.

Other Brands. Other brands consist primarily of the Teva brand, Koolaburra brand, and AHNU brand. The Teva brand’s products are built for a range of outdoor pursuits and include a variety of footwear options, from classic sandals and shoes to boots.

The Other brands reportable operating segment includes financial results of the Koolaburra and AHNU brands, for which the phase out of standalone operations were substantially completed during the current period, as well as financial results for the Sanuk brand during the prior period through the Sanuk Brand Sale Date. Refer to the section titled “Reportable Operating Segments,” in Note 1, “General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information.

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,” of our 2025 Annual Report for further discussion of our reportable operating segments.

USE OF NON-GAAP FINANCIAL MEASURES

We disclose supplemental financial measures calculated and presented in accordance with US GAAP; however, throughout this Quarterly Report we provide certain financial information on a non-GAAP basis (non-GAAP financial measures). We provide non-GAAP financial measures to provide information that may assist investors in understanding our results of operations and assessing our prospects for future performance, which consist of constant currency measures. We believe evaluating certain financial and operating measures on a constant currency basis is important as it excludes the impact of foreign currency exchange rate fluctuations that are not indicative of our core results of operations and are largely outside of our control. However, our non-GAAP financial measures are not intended to represent and should not be considered more meaningful measures than, or alternatives to, measures of financial or operating performance as determined in accordance with US GAAP.

We calculate our constant currency non-GAAP financial measures for current period financial information, such as total net sales using the foreign currency exchange rates that were in effect during the previous comparable period, excluding the effects of foreign currency exchange rate hedges and remeasurements in the condensed consolidated financial statements. We also report comparable DTC sales on a constant currency basis for DTC operations that were open throughout the current and prior reporting periods, and we may adjust prior reporting periods to conform to current year accounting policies. The information presented on a constant currency basis, as we present such information, may not necessarily be comparable to similarly titled information presented by other companies, and may not be appropriate measures for comparing our performance relative to other companies. Constant currency measures should not be considered in isolation as an alternative to US dollar measures that reflect current period foreign currency exchange rates or to other financial or operating measures presented in accordance with US GAAP.

SEASONALITY

Refer to Note 1, “General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report and to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2025 Annual Report for further information regarding the impacts of seasonality on our business.

RESULTS OF OPERATIONS

Three Months Ended December 31, 2025, Compared to Three Months Ended December 31, 2024. Results of operations were as follows:

(1) May not calculate on rounded amounts.

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

(1) The Other brands reportable operating segment for the three months ended December 31, 2025 includes financial results for the Koolaburra and AHNU brands through their respective phase out dates. Refer to the section titled “Reportable Operating Segments,” in Note 1, “General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information regarding the phase out of standalone operations of the Koolaburra and AHNU brands.

Total net sales increased primarily due to higher net sales for the HOKA and UGG brands across all channels, partially offset by lower net sales for Other brands. Drivers of significant changes in net sales, compared to the prior period, were as follows:

• Net sales of the HOKA brand increased primarily due to balanced growth across all channels. Growth was led by international sales, as well as higher domestic sales; collectively driven by our continued marketplace management strategy to meet increased global demand, with consumers adopting key franchises.

• Net sales of the UGG brand increased primarily due to balanced growth across channels and geographies, driven by our continued marketplace management strategy to meet increased global demand for key franchises, including growth within the DTC channel across all regions, in addition to an increase in wholesale channel domestic sales.

• Net sales of the Other brands decreased primarily due to lower US net sales in the wholesale channel driven by the phase out of standalone operations of the Koolaburra brand.

Supplemental Disclosure

• On a constant currency basis, net sales increased by 6.8%, compared to the prior period.

• Comparable DTC channel net sales for the 13 weeks ended December 28, 2025, increased by 7.3%, compared to the prior period.

• We experienced an increase of 4.8% in the total volume of units sold to 26,100 from 24,900, compared to the prior period. Units sold include all categories such as footwear, apparel, accessories, home goods, and care kits. Percentages may not calculate on rounded units.

Gross Profit. Gross margin decreased to 59.8% from 60.3%, compared to the prior period, primarily due to incremental tariffs on US goods net of cost sharing arrangements and higher promotional activity compared to exceptionally low levels in the prior period; partially offset by benefits from strategic price increases, product mix shifts, and lower freight-related costs.

Selling, General, and Administrative Expenses. Drivers of significant net changes in SG&A expenses, compared to the prior period, were as follows:

• Increased advertising, marketing, and promotion expenses of approximately $18,300, primarily due to higher promotional marketing expenses for the UGG and HOKA brands of approximately $22,100 to drive global brand awareness and market share gains, highlight new product categories, and provide localized marketing; partially offset by lower promotional marketing expenses for Other brands of approximately $3,800 driven by the phase out of standalone operations of the Koolaburra brand.

• Increased other SG&A expenses of approximately $14,500, primarily due to higher sales commissions, IT expenses, 3PL service fees, credit card fees, and other miscellaneous expenses; partially offset by lower bad debt expenses. The increase in other SG&A expenses was comprised of approximately $7,500 of unallocated enterprise and shared brand expenses and approximately $7,000 of expenses specific to our brands, primarily for the HOKA and UGG brands.

• Increased rent and occupancy of approximately $6,300, primarily due to higher rent expenses for investments in our global retail store footprint.

• Decreased net foreign currency-related remeasurement losses of approximately $16,100, primarily due to more favorable changes in European, Asian, and Canadian exchange rates against the US dollar.

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

(1) The Other brands reportable operating segment for the three months ended December 31, 2025 includes financial results for the Koolaburra and AHNU brands through their respective phase out dates. Refer to the section titled “Reportable Operating Segments,” in Note 1, “General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information regarding the phase out of standalone operations of the Koolaburra and AHNU brands.

(2) The change in reportable operating segments had an impact on segment income from operations, a measure of segment profitability, and a clarification was made that certain prior unallocated overhead costs are defined as unallocated enterprise and shared brand expenses and are excluded from the measure of segment profitability.

The increase in total income from operations, compared to the prior period, was primarily due to higher net sales and lower SG&A expenses as a percentage of net sales, partially offset by slightly lower gross margins. Drivers of significant net changes in total income from operations, compared to the prior period, were as follows:

• The increase in income from operations of HOKA brand was due to higher net sales at slightly higher gross margins, partially offset by higher SG&A expenses as a percentage of net sales driven by payroll and related costs, rent and occupancy, and other SG&A expenses, as well as advertising, marketing, and promotion expenses.

• The decrease in unallocated enterprise and shared brand expenses was primarily due to higher net foreign currency-related remeasurement gains and payroll efficiencies for our owned warehouses and DCs, partially offset by higher other SG&A expenses primarily due to legal expenses, IT expenses, 3PL service fees, and other miscellaneous expenses.

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

The net increase in our effective income tax rate, compared to the prior period, was primarily due to jurisdictional mix of worldwide income before income taxes, as well as non-recurring tax benefits for audit settlements in the prior period and reduced tax benefits from net discrete items, including a change in return-to-provision adjustments and stock-based compensation; partially offset by changes in valuation allowances on tax attributes.

Net Income. The increase in net income, compared to the prior period, was due to higher net sales and lower SG&A expenses as a percentage of net sales, partially offset by lower gross margins. Net income per share increased, compared to the prior period, due to higher net income and lower weighted-average common shares outstanding driven by stock repurchases.

Total Other Comprehensive Income (Loss), Net of Tax. The increase in total other comprehensive income, net of tax, compared to the prior period, was primarily due to higher foreign currency translation gains relating to changes in the net asset position against Asian and European foreign currency exchange rates, partially offset by higher unrealized losses on derivative contracts.

Nine Months Ended December 31, 2025, Compared to Nine Months Ended December 31, 2024. Results of operations were as follows:

(1) May not calculate on rounded amounts.

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

(1) The Other brands reportable operating segment for the nine months ended December 31, 2025 includes financial results for the Koolaburra and AHNU brands through their respective phase out dates. The Other brands reportable operating segment for the nine months ended December 31, 2024 includes financial results for the Sanuk brand through the Sanuk Brand Sale Date. Refer to the section titled “Reportable Operating Segments,” in Note 1, “General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information regarding the phase out of standalone operations of the Koolaburra and AHNU brands, and the prior sale of the Sanuk brand.

Total net sales increased primarily due to higher net sales for the HOKA and UGG brands across all channels, partially offset by lower net sales for Other brands. Drivers of significant changes in net sales, compared to the prior period, were as follows:

• Net sales of the HOKA brand increased primarily due to international sales growth across all channels, driven by our continued marketplace management strategy to meet increased global demand, with consumers adopting key franchises.

• Net sales of the UGG brand increased primarily due to higher global net sales growth across all channels. Growth was led by international sales as a result of increased demand for key franchises, in addition to an increase in wholesale channel domestic sales.

• Net sales of the Other brands decreased primarily due to lower US net sales in the wholesale channel driven by the phase out of standalone operations of the Koolaburra brand and the sale of the Sanuk brand in August 2024.

Supplemental Disclosure

• On a constant currency basis, net sales increased by 9.3% compared to the prior period.

• Comparable DTC channel net sales for the 39 weeks ended December 28, 2025, increased by 3.5%, compared to the prior period.

• We experienced an increase of 7.6% in the total volume of units sold to 63,400 from 58,900, compared to the prior period. Units sold include all categories such as footwear, apparel, accessories, home goods, and care kits. Percentages may not calculate on rounded units.

• As of December 31, 2025, we have a total of 205 global Company-owned retail stores (including 144 UGG brand retail stores and 61 HOKA brand retail stores).

Gross Profit. Gross margin decreased to 57.7% from 58.2% compared to the prior period, primarily due to incremental tariffs on US goods net of cost‑sharing arrangements, higher promotional activity compared to exceptionally low levels in the prior period, and slightly unfavorable channel mix; partially offset by benefits from strategic price increases, product mix shifts, and lower freight-related costs.

Selling, General, and Administrative Expenses. Drivers of significant net changes in SG&A expenses, compared to the prior period, were as follows:

• Increased advertising, marketing, and promotion expenses of approximately $42,800, primarily due to higher promotional marketing expenses for the UGG and HOKA brands of approximately $49,700 to drive global brand awareness and market share gains, highlight new product categories, and provide localized marketing; partially offset by lower promotional marketing expenses for Other brands of approximately $6,900 driven by the phase-out of standalone operations of the Koolaburra brand.

• Increased other SG&A expenses of approximately $39,100, primarily due to higher sales commissions, IT expenses, 3PL service fees, project-related expenses, and other miscellaneous expenses. The increase in other SG&A expenses was comprised of approximately $35,200 of expenses specific to our brands, primarily for the HOKA and UGG brands, and approximately $3,900 of unallocated enterprise and shared brand expenses.

• Increased rent and occupancy of approximately $24,600, primarily due to higher rent expenses for investments in our global retail store footprint, as well as higher operating expenses for our owned warehouses and DCs. The increase in rent and occupancy was comprised of approximately $16,400 of expenses specific to our brands, and approximately $8,200 for unallocated enterprise and shared brand expenses.

• Increased payroll and related costs of approximately $15,900, primarily due to higher headcount investments in talent in the HOKA and UGG brands along with unallocated enterprise and shared brand expenses, partially offset by payroll efficiencies in our owned warehouses and DCs. The increase in payroll and related costs was comprised of approximately $32,700 of expenses specific to our brands, partially offset by approximately $16,800 of lower unallocated enterprise and shared brand expenses.

• Increased net foreign currency-related remeasurement gains of approximately $15,200, primarily due to more favorable changes in European and Canadian exchange rates against the US dollar.

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

(1) The Other brands reportable operating segment for the nine months ended December 31, 2025 includes financial results for the Koolaburra and AHNU brands through their respective phase out dates. The Other brands reportable operating segment for the nine months ended December 31, 2024 includes financial results for the Sanuk brand through the Sanuk Brand Sale Date. Refer to the section titled “Reportable Operating Segments,” in Note 1, “General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information regarding the phase out of standalone operations of the Koolaburra and AHNU brands, and the prior sale of the Sanuk brand.

(2) The change in reportable operating segments had an impact on segment income from operations, a measure of segment profitability, and a clarification was made that certain prior unallocated overhead costs are defined as unallocated enterprise and shared brand expenses and are excluded from the measure of segment profitability.

The increase in total income from operations, compared to the prior period, was primarily due to higher net sales and lower SG&A expenses as a percentage of net sales, partially offset by slightly lower gross margins. Drivers of significant net changes in total income from operations, compared to the prior period, were as follows:

• The increase in income from operations of the HOKA brand was due to higher net sales, partially offset by lower gross margins, as well as higher SG&A expenses as a percentage of net sales driven by other SG&A expenses, payroll and related costs, and rent and occupancy, as well as advertising, marketing and promotional expenses.

• The increase in income from operations of the UGG brand was due to higher net sales, partially offset by lower gross margins, as well as higher SG&A expenses as a percentage of net sales primarily driven by advertising, marketing, and promotion expenses as well as other SG&A expenses.

• The decrease in unallocated enterprise and shared brand expenses was primarily due to payroll efficiencies for our owned warehouses and DCs and higher net foreign currency-related remeasurement gains, partially offset by higher rent and occupancy for our owned warehouses and DCs, as well as higher other SG&A expenses primarily due to 3PL service fees, IT expenses, and other miscellaneous expenses.

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

The net increase in our effective income tax rate, compared to the prior period, was primarily due to jurisdictional mix of worldwide income before income taxes, as well as reduced tax benefits from net discrete items, including for stock-based compensation and reserve adjustments; partially offset by changes in valuation allowances on tax attributes.

Net Income. The increase in net income, compared to the prior period, was due to higher net sales and lower SG&A expenses as a percentage of net sales, partially offset by lower gross margins. Net income per share increased, compared to the prior period, due to higher net income and lower weighted-average common shares outstanding driven by stock repurchases.

Total Other Comprehensive Income (Loss), Net of Tax. The increase in total other comprehensive income, net of tax, compared to the prior period, was primarily due to higher foreign currency translation gains relating to changes in the net asset position against European and Asian foreign currency exchange rates, partially offset by higher unrealized losses on derivative contracts.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity may be impacted by a number of factors, risks and uncertainties described in the section titled “Liquidity” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in Part I, Item 1A, “Risk Factors,” of our 2025 Annual Report.

Sources of Liquidity. We finance our working capital and operating requirements using a combination of cash and cash equivalents balances, including cash from our repatriation strategy, and cash provided from ongoing operating activities. We also have available borrowing capacity under our revolving credit facilities. Refer to the section titled “Cash Flows” below for further discussion on cash flows from ongoing operating activities.

Cash and Cash Equivalents. As of December 31, 2025, and March 31, 2025, our cash and cash equivalents balance is $2,086,746 and $1,889,188, respectively, the majority of which is held in highly rated money market funds and interest-bearing bank deposit accounts with established national and global financial institutions. We believe our cash and cash equivalents balances, cash provided by operating activities, and available borrowing capacity under our revolving credit facilities, will provide sufficient liquidity to enable us to meet our working capital requirements and contractual obligations for at least the next 12 months and will be sufficient to allow us to pursue our business strategies and plans. However, there can be no assurance that sufficient capital will continue to be available or that it will be available on terms acceptable to us.

Repatriation of Cash. Our cash repatriation strategy, and by extension, our liquidity, may be impacted by several additional considerations, which include future changes to or interpretations of global tax law and regulations, and our actual earnings in future periods. During the nine months ended December 31, 2025, and 2024, no cash and cash equivalents were repatriated from a foreign subsidiary that were subject to income taxes. As of December 31, 2025, and March 31, 2025, we have $562,748 and $481,836, respectively, of cash and cash equivalents held by foreign subsidiaries, a portion of which may be subject to additional foreign withholding taxes if it were to be repatriated. We continue to evaluate our cash repatriation strategy and currently anticipate repatriating current and future unremitted earnings of non-US subsidiaries to the extent they have been subject to US income tax if such cash is not required to fund ongoing foreign operations. Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV of our 2025 Annual Report for further information regarding our cash repatriation strategy.

Revolving Credit Facilities. Information about our revolving credit facilities available as of December 31, 2025, is as follows:

*•*Primary Credit Facility. During the nine months ended December 31, 2025, we made no borrowings or repayments and there were no material changes to the terms, to the outstanding letters of credit, or to the borrowing availability under our unsecured revolving credit facility disclosed in our 2025 Annual Report.

*•*China Credit Facility. During the nine months ended December 31, 2025, we made no borrowings or repayments and there were no material changes to the terms or to the outstanding bank guarantees under our credit facility in China disclosed in our 2025 Annual Report.

*•*Debt Covenants. As of December 31, 2025, we are in compliance with all financial covenants under our revolving credit facilities.

Refer to Note 6, “Revolving Credit Facilities,” of our consolidated financial statements in Part IV of our 2025 Annual Report for further information regarding the terms of our revolving credit facilities.

Material Cash Requirements. Our material cash requirements include working capital, payments to fulfill contractual obligations, capital expenditures, and stock repurchases. Our working capital requirements begin when we purchase raw and other materials and inventories and continue until we ultimately collect the resulting trade accounts receivable. Given the historical seasonality of the UGG brand, our working capital requirements fluctuate significantly throughout our fiscal year, and we utilize available cash to build inventory levels during certain quarters to support higher selling seasons. While the impact of seasonality has been mitigated to some extent, we expect our working capital requirements will continue to fluctuate from period to period.

3PL Agreements. During the nine months ended December 31, 2025, we entered into a 3PL service agreement with a non-cancellable minimum commitment of approximately $93,611 payable through March 31, 2029, related to the transition of one of our international 3PLs to a new partner with an upgraded warehouse management system which we expect to be operational in the first quarter of our next fiscal year.

Operating Lease Obligations. During the nine months ended December 31, 2025, we entered into various operating leases agreements in the ordinary course of business to continue the investment in our global retail store footprint, which are recorded on a discounted basis in our condensed consolidated financial statements. Refer to Note 5, "Commitment and Contingencies," of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report for further information on our operating lease obligations.

Contractual Obligations and Capital Expenditures. Except for the above, as of December 31, 2025, there were no material changes outside the ordinary course of business to the contractual obligations or capital expenditures as disclosed in the sections titled “Contractual Obligations” and “Capital Expenditures” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2025 Annual Report.

Stock Repurchase Program. As of December 31, 2025, the aggregate remaining approved amount under our stock repurchase program is $1,811,214. 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.

Refer to Note 8, “Stockholders’ Equity,” of our condensed consolidated financial statements in Part I, Item 1 and to Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds,” within this Quarterly Report for further information regarding our stock repurchase program and capital allocation strategy.

CASH FLOWS

The following table summarizes the major components of our condensed consolidated statements of cash flows for the periods presented:

Operating Activities. Our primary source of liquidity was net cash provided by operating activities, which was driven by our net income after non-cash adjustments and changes in operating assets and liabilities.

The decrease in net cash provided by operating activities during the nine months ended December 31, 2025, compared to the prior period, was due to $87,605 of unfavorable changes in operating assets and liabilities partially offset by $56,203 of favorable net income after non-cash adjustments. Changes in operating assets and liabilities were primarily due to unfavorable impacts from (1) timing of derivative contract cash settlements recorded to prepaid expenses and other current assets; (2) higher cost and earlier purchases of inventory to support elevated demand for our products, particularly in international regions, as well as the transition to our European 3PL; (3) net trade accounts payable from timing of receipts of goods and services and related disbursements, including freight; and (4) deposits for new retail stores recorded in other assets; partially offset by favorable impacts from (5) timing of tax payments and receipts.

Investing Activities. The change in net cash used in investing activities during the nine months ended December 31, 2025, compared to the prior period, was primarily due to cash proceeds from the sale of assets during the prior period.

Financing Activities. The increase in net cash used in financing activities during the nine months ended December 31, 2025, compared to the prior period, was due to a higher dollar value of stock repurchases, inclusive of excise taxes.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Preparation of our condensed consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the amounts reported. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements, and other factors it believes to be reasonable. In addition, management has considered the potential impact of macroeconomic factors, including changes in tariff rates, inflation, foreign currency exchange rate volatility, changes in interest rates, changes in commodity pricing, changes in consumer discretionary spending, and recessionary concerns, on our business and operations. Although the full impact of these factors is unknown, management believes it has made appropriate accounting estimates and assumptions based on the facts and circumstances available as of the reporting date. However, actual results could differ materially from these estimates and assumptions, which may result in material effects on our financial condition, results of operations and liquidity. Refer to the sections titled “Use of Estimates” and “Recent Accounting Pronouncements” within Note 1, “General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information regarding applicable key estimates and assumptions, as well as the expected impact of recent accounting pronouncements.

There have been no material changes to the critical accounting policies or to the key estimates and assumptions, disclosed in the section titled “Critical Accounting Policies and Estimates” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” within our 2025 Annual Report.

In the normal course of business, our financial position and results of operations are subject to a variety of risks, including those associated with commodity pricing, foreign currency exchange rates and, to a lesser extent, interest rates. We regularly assess these risks and have established policies and business practices designed to mitigate their effects. There have been no material changes in the quantitative and qualitative disclosures about market risk disclosed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” within our 2025 Annual Report.

DISCLOSURE CONTROLS AND PROCEDURES

We maintain a system of disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, which are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. 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 December 31, 2025. Based on that evaluation, our PEO and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of December 31, 2025.

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 December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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. Furthermore, we are aware of many instances throughout the world in which a third-party is using our HOKA brand and brand trademarks within its internet domain name. Finally, we are investigating several manufacturers and distributors of counterfeit HOKA and UGG 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.

An investment in our common stock involves risks. Before making an investment decision, you should carefully consider all the information within Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in our condensed consolidated financial statements and the related notes contained in Part I, Item 1 within this Quarterly Report. In addition, you should carefully consider the risks and uncertainties described in Part I, Item 1A, “Risk Factors,” of our 2025 Annual Report, as well as in our other public filings with the SEC. If any of the identified risks are realized, our business, results of operations, financial condition, liquidity, and prospects could be materially and adversely affected. In that case, the trading price of our common stock may decline, and you could lose all or part of your investment. In addition, other risks of which we are currently unaware, or which we do not currently view to be material, could have a material adverse effect on our business, results of operations, financial condition, liquidity, and prospects.

During the three months ended December 31, 2025, there were no material changes to the risks and uncertainties described in Part I, Item 1A, “Risk Factors,” of our 2025 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

None.

Use of Proceeds

Not applicable.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Our Board of Directors (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). Our Board last approved an authorization of $2,250,000 on May 21, 2025, to repurchase shares of our common stock under the same conditions as the prior stock repurchase program.

Our stock repurchase program does not obligate us to acquire any amount of common stock and may be suspended at any time at our discretion. 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 December 31, 2025, we have not exceeded the stated leverage ratios, and no defaults have occurred under these credit agreements.

Stock repurchase activity under our stock repurchase program during the three months ended December 31, 2025, was as follows:

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

(2) May not calculate on rounded amounts.

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

Subsequent to December 31, 2025, through January 13, 2026, we repurchased 381,039 shares at a weighted average price of $104.98 per share for $40,000 and had $1,771,214 remaining authorized under our stock repurchase program.

Refer to Note 8, “Stockholders’ Equity,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information on repurchases of our common stock.

DIRECTOR AND OFFICER TRADING PLANS AND ARRANGEMENTS

Our directors and executive officers may enter into trading plans or other arrangements with financial institutions to purchase or sell shares of our common stock. These plans or arrangements may constitute Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, in each case as defined under Item 408(a) of Regulation S-K.

During the three months ended December 31, 2025, no Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by our directors or executive officers.

EXHIBIT INDEX

• Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 3, 2026